Item 5. Other Information
ITEM 5. OTHER INFORMATION
Anthony DiGiandomenico Appointment to Nominating and Corporate Governance Committee
The information included in this “Part II – Item 5. Other Information” of this Form 10-Q is provided in lieu of filing such information on a Current Report on Form 8-K under “Item 8.01. Other Events.”
On November 11, 2025, u pon recommendation from the Nominating and Corporate Governance Committee of the Board (the “Governance Committee”), the Board appointed Anthony DiGiandomenico to the Governance Committee as its chairperson, effective immediately. As a result of such change, the current composition of the Board committees is as follows:
Audit and Risk Committee :
● G. Todd Silva, Chairperson
● Louis J. Basenese
● Anthony DiGiandomenico
Human Capital and Compensation Committee :
● Louis J. Basenese, Chairperson
● G. Todd Silva
Nominating and Corporate Governance Committee :
● Anthony DiGiandomenico, Chairperson
● Louis J. Basenese
● G. Todd Silva
Director or Executive Officer Rule 10b5-1(c) Trading Plans
None of the Company’s directors or officers adopted , modified or terminated a Rule 10b-5 trading arrangement or a non-Rule 10b-5 trading arrangement during the fiscal quarter ended September 30, 2025, as such terms are defined under Item 408(a) of Regulation S-K.
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Item 6.
Exhibit
EXHIBITS
Number
Document
3.1
Certificate of Incorporation of ClearSign Technologies Corporation, a Delaware corporation (incorporated by reference to Exhibit 3.3 of the Company’s Form 8-K filed with the Securities and Exchange Commission on June 15, 2023).
3.2
Certificate of Amendment, as filed with the Secretary of the State of Delaware on June 25, 2024 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on June 26, 2024).
3.3
Bylaws of ClearSign Technologies Corporation, a Delaware corporation (incorporated by reference to Exhibit 3.4 of the Company’s Form 8-K filed with the Securities and Exchange Commission on June 15, 2023).
4.1
Form of Common Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on April 19, 2024) .
4.2
Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).
4.3
Form of Private Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).
4.4
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2024).
4.5
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.4 of the Company’s Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).
31.1*
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer .
31.2*
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer .
32.1**
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer .
101.INS*
Inline XBRL Instance Document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*Filed herewith.
**Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CLEARSIGN TECHNOLOGIES CORPORATION
Date: November 14, 2025
By:
/s/ Colin James Deller
Colin James Deller
Chief Executive Officer
(Principal Executive Officer)
Date: November 14, 2025
By:
/s/ Brent Hinds
Brent Hinds
Chief Financial Officer
(Principal Financial and Accounting Officer)
31
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.