What changed in this filing

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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-03-31 · 80 added, 160 removed, 57 unchanged (81% of the section changed)

CONTROLS AND PROCEDURES

Disclosure controls and procedures include, without

limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files

or submits under the Securities Exchange Act of 1934, as amended (the “Act”) is accumulated and communicated to the issuer’s

management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

Report on Controls and Procedures

We carried out an evaluation, under the supervision

and with the participation of our management, including our chief executive officer (our principal executive officer) and our chief financial

officer (our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls

and procedures as of the end of the period covered by this report.

The evaluation was undertaken in consultation with our accounting personnel.

Based on that evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures

are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is recorded,

processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and

Report on Internal Control over Financial Reporting

Our chief executive officer and our chief financial

officer are responsible for establishing and maintaining internal control over financial reporting.

Internal control over financial reporting

is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Act as a process designed by, or under the supervision

of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal accounting and financial officer, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer (principal executive officer) and our Vice President and Controller (principal accounting and financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K.

Based upon the evaluation of our disclosure controls and procedures as of December 31, 2021, our Chief Executive Officer (principal executive officer) and our Vice President and Controller (principal accounting and financial officer) concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our Chief Executive Officer (principal executive officer) and our Vice President and Controller (principal accounting and financial officer) are responsible for establishing and maintaining internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal

control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can

provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Our chief executive officer and our chief financial

officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2020.

In making this assessment,

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated

Based on our assessment, our chief executive officer

and our chief financial officer determined that, as of December 31, 2020, our internal control over financial reporting is effective.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework).

Based on this assessment, our management, with the participation of our Chief Executive Officer (principal executive officer) and our Vice President and Controller (principal accounting and financial officer), has concluded that, as of December 31, 2021, our internal control over financial reporting was effective based on those criteria.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15 (f) under the Act) during the fourth quarter

of the last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial

During the fourth quarter of 2021, we implemented balance sheet reconciliation control procedures which address a previously identified material weakness related to our ability to record transactions in the accounting records and preparation of financial statements that are in compliance with accounting principles generally accepted in the United States of America, which resulted in numerous adjustments that were recorded after the close of the Company’s books of record and preparation of the financial statements for the purposes of the Company’s Quarterly Report for the period ended June 30, 2021.

During the fourth quarter of fiscal year 2021, we successfully completed the testing necessary to conclude that the material weakness has been remediated.

Except as noted above, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information concerning

the Company’s Code of Business Conduct and Ethics is set forth below in this Item 10.

All other information required by this item

is incorporated by reference to the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders to be filed with the Securities

and Exchange Commission (“SEC”) within 120 days of the fiscal year ended December 31, 2020.

Incorporated by reference from our Proxy Statement for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2021.

Code of Business Conduct and Ethics

The Board of Directors has

adopted a code of business conduct and ethics (the Code) designed, in part, to deter wrongdoing and to promote honest and ethical conduct,

including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair,

accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to the SEC and in the Company’s

other public communications, compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of

Code violations to an appropriate person or persons, as identified in the Code and accountability for adherence to the Code.

applies to all directors, executive officers and employees of the Company.

The Code may be found on the Company’s website at www.clearsign.com.

The Company intends to disclose

any amendments to or waivers of its code of ethics as it applies to directors or executive officers by disclosing them on Form 8-K.

The Company has adopted a Code of Business Conduct and Ethics that applies to all ClearSign employees and directors.

The Code of Business Conduct and Ethics is posted on the Company’s website at www.clearsign.com .

We will post any amendments to or waivers from the Code of Business Conduct and Ethics at that location.

We have also adopted Governance Guidelines for the Board of Directors and a written committee charter for each of our Audit Committee and Compensation Committee.

EXECUTIVE COMPENSATION

The information required by

this item is incorporated by reference to the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders to be filed

with the SEC within 120 days of the fiscal year ended December 31, 2020.

Incorporated by reference from our Proxy Statement for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The information concerning

the Company’s equity compensation plan is set forth below in this Item 12.

All other information required by this item is incorporated

by reference to the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders to be filed with the SEC within 120 days

of the fiscal year ended December 31, 2020.

Equity Compensation Plan Information

The table below provides information as of December 31,

2020 regarding the compensation plans (2011 Equity Incentive Plan and 2013 Consultant Stock Plan) under which the Company’s equity

securities are authorized for issuance.

Plan Category

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights (a)

Weighted-average exercise

price of outstanding options,

warrants and rights (b)

Number of securities remaining available

for future issuance under equity

compensation plans (excluding securities

reflected in column a)

Equity compensation plans

approved by security holders

Equity compensation plans not

not approved by security holders

The above table excludes vested stock grants of

591,879 and 74,500 shares under the 2011 Equity Incentive Plan and the 2013 Consultant Stock Plan, respectively.

In January 2011, our shareholders approved

the ClearSign Technologies Corporation 2011 Equity Incentive Plan that provides for the granting of options to purchase shares of common

stock, stock awards to purchase shares at no less than 85% of the value of the shares, and stock bonuses to officers, employees, board

members, certain consultants, and advisors.

The Compensation Committee of the Board of Directors is authorized to administer the Plan

and establish the grant terms, including the grant price, vesting period and exercise date.

The Plan provides for quarterly increases

in the available number of authorized shares equal to the lesser of 15% of any new shares issued by the Company during the quarter immediately

prior to the adjustment date or such lesser amount as the Board of Directors shall determine.

May 2013, the shareholders approved the 2013 Consultant Stock Plan that provides for the granting of shares of common stock

to consultants who provide services related to capital raising, investor relations, and making a market in or promoting the Company’s

The Company’s officers, employees, and board members are not entitled to receive grants from the Consultant Plan.

Compensation Committee of the Board of Directors is authorized to administer the Consultant Plan and establish the grant terms.

The Consultant

Plan provides for quarterly increases in the available number of authorized shares equal to the lesser of 1% of any new shares issued

by the Company during the quarter immediately prior to the adjustment date or such lesser amount as the Board of Directors shall determine.

Incorporated by reference from our Proxy Statement for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2021.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by

this item is incorporated by reference to the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders to be filed

with the SEC within 120 days of the fiscal year ended December 31, 2020.

Incorporated by reference from our Proxy Statement for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2021.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by

this item is incorporated by reference to the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders to be filed

with the SEC within 120 days of the fiscal year ended December 31, 2020.

Incorporated by reference from our Proxy Statement for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2021.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

15(a) (1) Consolidated Financial

The financial statements filed

as part of this report are listed and indexed in the Index to Consolidated Financial Statements included at Item 8.

Financial statement

schedules have been omitted because they are not applicable, or the required information has been included elsewhere in this report.

15(a) (1) Consolidated Financial Statements

The financial statements filed as part of this report are listed and indexed in the Index to Consolidated Financial Statements included at Item 8.

Financial statement schedules have been omitted because they are not applicable, or the required information has been included elsewhere in this report.

15(a) (2) Financial Statement Schedules

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15 (a) (3) Exhibits

The exhibits filed as part of this Annual Report

on Form 10-K are listed in the Exhibit Table below.

The Company has identified in the Exhibit Table each management contract

and compensation plan filed as an exhibit to this Annual Report on Form 10-K in response to Item 15(a) (3) of Form 10-K.

The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Table below.

The Company has identified in the Exhibit Table each management contract and compensation plan filed as an exhibit to this Annual Report on Form 10-K in response to Item 15(a) (3) of Form 10-K.

Description of Document

3 unchanged sentences

Form of Common Stock Certificate (4)

Description of the Registrant’s Securities Registered Pursuant

to Section 12 of the Securities Exchange Act of 1934 (12)

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (12)

Office Lease Agreement (2)

5 unchanged sentences

Second Amendment to Office Lease Agreement dated September 29, 2016 (7)

Consulting Agreement dated January 4, 2019 between the registrant and Roberto Ruiz (8)

Third Amendment to Office Lease Agreement dated July 18, 2019 (9)

1 unchanged sentence

Stock Purchase Agreement dated July 12, 2018 between the registrant and CLIRSPV, LLC (11)

Promissory Note issued to Bank of America on May 8, 2020 (13)

At-the-Market Sales Agreement, dated December 23, 2020, by and between ClearSign Technologies Corporation and Virtu Americas LLC (13)

ClearSign Technologies Corporation 2021 Equity Incentive Plan (14)

2021 Equity Incentive Plan Form of Stock Option Award Agreement*

2021 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement*

2021 Equity Incentive Plan Form of Restricted Stock Award Agreement*

Letter Agreement dated April 20, 2021 by and between the Company and Brian G.

Offer Letter dated October 18, 2021 by and between the Company and Brent Hinds (16)

Lease Agreement, entered into as of June 20, 2016, between Paradigm Realty Advisors, L.L.C.

and ClearSign Technologies Corporation*

First Amendment to Lease, entered into as of July 29, 2019, between Tulsa Portfolio Oklahoma Realty LP and ClearSign Technologies Corporation*

Second Amendment to Lease, entered into as of January 14, 2020, between Tulsa Portfolio Oklahoma Realty LP and ClearSign Technologies Corporation*

Subsidiaries of the registrant (7)

Consent of BPM LLP, Independent Registered Public Accounting Firm*

Consent of Gumbiner Savett Inc., Independent Registered Public Accounting Firm*

2 unchanged sentences

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

XBRL Instance Document*

XBRL Taxonomy Extension Schema*

XBRL Taxonomy Extension Calculation Linkbase*

XBRL Taxonomy Extension Definition Linkbase*

XBRL Taxonomy Extension Label Linkbase*

XBRL Taxonomy Extension Presentation Linkbase*

Inline XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema*

Inline XBRL Taxonomy Extension Calculation Linkbase*

Inline XBRL Taxonomy Extension Definition Linkbase*

Inline XBRL Taxonomy Extension Label Linkbase*

Inline XBRL Taxonomy Extension Presentation Linkbase*

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)*

*Filed herewith.

1 unchanged sentence

+Agreement with management or compensatory plan or arrangement

(1) Incorporated by reference from the registrant’s Form 10-Q for the quarter ended September 30, 2019 filed with the Securities

and Exchange Commission on November 13, 2019.

(2) Incorporated by reference from the registrant’s registration statement on Form S-1, as amended, file number 333-177946, originally

Incorporated by reference from the registrant’s Form 10-Q for the quarter ended September 30, 2019 filed with the Securities and Exchange Commission on November 13, 2019.

Incorporated by reference from the registrant’s registration statement on Form S-1, as amended, file number 333-177946, originally filed with the Securities and Exchange Commission on November 14, 2011.

Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2019.

Incorporated by reference from the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015.

Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the Securities and Exchange Commission on May 6, 2013.

Incorporated by reference from the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2014.

Incorporated by reference from the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2019.

Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2019.

Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2019.

Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2019.

Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2018.

Incorporated by by reference from the registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on March 30, 2020

(13) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange

Commission on December 23, 2020.

(14) Incorporated herein by reference from Appendix A to the registrant’s Proxy Statement on Schedule 14A, filed with the

Securities and Exchange Commission on May 7, 2021.

Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the Securities and Exchange Commission on August 20, 2021.

(16) Incorporated by by reference from the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021,

filed with the Securities and Exchange Commission on November 12, 2021.

(3) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on June 12, 2019.

(4) Incorporated by reference from the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission

on February 26, 2015.

(5) Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with

the Securities and Exchange Commission on May 6, 2013.

(6) Incorporated by reference from the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission

on March 11, 2014.

(7) Incorporated by reference from the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission

on March 12, 2019.

(8) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on January 10, 2019.

(9) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on August 28, 2019.

(10) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on January 30, 2019.

(11) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on July 17, 2018.

(12) Incorporated by by reference from the registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with

the Securities and Exchange Commission on March 30, 2020

(13) Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with

the Securities and Exchange Commission on August 14, 2020.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CLEARSIGN TECHNOLOGIES CORPORATION

2 unchanged sentences

March 31, 2022

Chief Financial Officer

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

/s/ Brent Hinds

Vice President and Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 31, 2022

2 unchanged sentences

March 31, 2022

Chief Financial Officer

/s/ Brent Hinds

Vice President and Controller

(Principal Financial and Accounting Officer)

March 31, 2022

/s/ Robert T.

Hoffman Sr., Director

March 31, 2022

/s/ Judith S.

1 unchanged sentence

March 31, 2022

/s/ Robert T.

Hoffman, Director

March 31, 2021

/s/ Susanne L.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures