Item 1. Legal Proceedings
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results, except as set forth below.
Catharine M. de Lacy, David Maley, and Judith Schrecker v. ClearSign Technologies Corporation, Case No. 2026-0082-CDW (Delaware Court of Chancery)
On January 16, 2026, the Former Directors filed a petition for advancement in the Delaware court of Chancery for an advancement of legal fees relating to a request, by us, for the Former Directors to return material generated by the Special Committee. The advancement proceeding effectuated an advancement of monies to the Former Directors counsel for monies incurred to represent the Former Directors in this matter. The advancement proceeding followed a prescribed court process where the legal fees were reviewed to determine a reasonable amount payable to the Former Directors’ counsel for representation in this matter. We do not believe this proceeding will have a material adverse effect on the future operations of the Company. In addition, we do not anticipate any additional claims for advancement of legal fees in this case in the future. The total advancement request amounted to $319 thousand, which was paid in full during the three months ended March 31, 2026.
ITEM 1A. RISK FACTORS
We incorporate herein by reference the risk factors included under “Part I - Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 which we filed with the SEC on March 31, 2026. There are no material changes from the risk factors set forth in such prior filing.
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