SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): March 19, 2019

 

 

 

CLEARSIGN COMBUSTION CORPORATION

(Exact name of registrant as specified in Charter)

  

Washington   001-35521   26-2056298

(State or other jurisdiction of

incorporation or organization)

  (Commission File No.)   (IRS Employee Identification No.)

 

12870 Interurban Avenue South

Seattle, Washington 98168

(Address of Principal Executive Offices)

 

206-673-4848

(Issuer Telephone number)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
   
¨ Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On March 19, 2019, ClearSign Combustion Corporation (the “Company”) issued a press release announcing that the Company’s Board of Directors has rescheduled the date of the annual meeting of shareholders from April 17, 2019 to May 8, 2019. The press release is included as Exhibit 99.1 to this Current Report and is incorporated by reference in its entirety into this Item 7.01.

 

The press release is furnished under this Item 7.01 and shall not be deemed filed with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained in the press release shall not be incorporated by reference into any filing the Company makes regardless of general incorporation language in the filing, unless expressly incorporated by reference in such filing.

 

Item 8.01 Other Events.

 

The Company’s Board of Directors has rescheduled the annual meeting of shareholders from April 17, 2019 to May 8, 2019.

 

Item 9.01 Financial Statements and Exhibits.

 

  Exhibit 99.1 Press Release issued March 19, 2019.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 19, 2019

 

  CLEARSIGN COMBUSTION CORPORATION  
       
       
       
  By: /s/ Brian G. Fike  
    Brian G. Fike  
        Interim Chief Financial Officer  

 

 

 

 

Exhibit 99.1

 


 

ClearSign Combustion Corporation Announces Revised Annual Meeting Information

 

SEATTLE, March 19, 2019 – ClearSign Combustion Corporation (Nasdaq: CLIR) (“ClearSign” or the “Company”), an emerging leader in industrial combustion technologies that improve energy and operational efficiencies while dramatically reducing emissions, today announced revised information regarding the Company’s annual meeting.

 

The Company’s annual meeting will now be held at the Company’s headquarters on May 8, 2019 instead of on April 17, 2019, as previously announced. It will be followed by the Company’s first quarter 2019 conference call. The Company decided to move the meeting to save costs, complete corporate initiatives, and to be able to give a more complete update of the Company’s operations, including commentary from newly appointed President Jim Deller.

 

“We initially accelerated the annual meeting to facilitate the nomination and selection of new board members as part of the Company’s plan to refresh the board. Since we were able to accomplish those goals in advance, the board decided to reschedule the date of the the meeting for the following reasons,” said Rob Hoffman, Interim CEO and Chairman of the Board of Directors. “First, it gives us the opportunity to hold our first quarter conference call at the same time, which will allow us to provide a full update to shareholders who may not otherwise travel to the meeting. Second, it is more cost-effective for us as the new date coincides with the regularly scheduled meeting of our board. Lastly, it gives Jim Deller, our newly appointed President and, as of April 1 st , our CEO, time to complete his corporate evaluation and present shareholders with his plan to accelerate commercialization of ClearSign’s disruptive technology.”

 

About ClearSign Combustion Corporation

 

ClearSign Combustion Corporation designs and develops products and technologies for the purpose of improving key performance characteristics of combustion systems, including emissions and operational performance, energy efficiency and overall cost-effectiveness. Our patented Duplex™, Duplex Plug & Play® and Electrodynamic Combustion Control™ platform technologies enhance the performance of combustion systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, and power industries. For more information, please visit www.clearsign.com .

 

 

 

 

Cautionary note on forward-looking statements


All statements in this press release that are not based on historical fact are “forward-looking statements.” You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may,” “will” or other similar expressions. While management has based any forward-looking statements included in this press release on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not limited to, general business and economic conditions, the performance of management and our employees, our ability to obtain financing, competition, whether our technology will be accepted and other factors identified in our Annual Report on Form 10-K and other reports we file with the Securities and Exchange Commission which are available for review at www.sec.gov . Furthermore, we operate in a competitive environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and undertake no obligation to, update or revise forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware.

 

For further information:

 

Investor Relations:

Matthew Selinger

Firm IR Group for ClearSign

+1 415-572-8152

mselinger@firmirgroup.com

 

Media:

Sylvester Palacios, Jr.

Pierpont Communications for ClearSign

+1 512-448-4950

spalacios@piercom.com