UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) set forth below in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein in its entirety.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 6, 2026, ClearSign Technologies Corporation (the “Company”) filed an amendment (the “Charter Amendment”) to its certificate of incorporation, as amended, with the Secretary of State of Delaware to implement a 1-for-10 reverse stock split, such that every ten (10) shares of the Company’s common stock, par value $0.0001 per share (the “common stock”), will be combined into one (1) issued and outstanding share of common stock, with no change in the $0.0001 par value per share (the “Reverse Stock Split”).
The Reverse Stock Split and Charter Amendment will be effective at 12:01 a.m., Eastern Time, on March 16, 2026. The Company expects that upon the opening of trading on March 16, 2026, the common stock will begin trading on a post-split basis under CUSIP number 185064201.
In accordance with the terms of the Company’s outstanding warrants, equity incentive plans and applicable award agreements, the number of shares of common stock underlying outstanding warrants and equity awards will be proportionately adjusted, and any exercise prices will be proportionately increased, to reflect the Reverse Stock Split. No fractional shares will be outstanding following the Reverse Stock Split. Holders of fractional shares will be entitled to receive, in lieu of any fractional share, the number of shares rounded up to the next whole number at the participant level with the Depository Trust Company.
The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On March 10, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation, as amended, of ClearSign Technologies Corporation, filed with the Secretary of State of the State of Delaware on March 6, 2026. | |
| 99.1* | Press Release, dated March 10, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Furnished herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 10, 2026
| CLEARSIGN TECHNOLOGIES CORPORATION | ||
| By: | /s/ Colin James Deller | |
| Name: | Colin James Deller | |
| Title: | Chief Executive Officer | |