OTHER INFORMATION
−Removed: 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 June 30, 2024, as such terms are defined under Item 408(a) of Regulation S-K.
+Added: 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, 2024, as such terms are defined under Item 408(a) of Regulation S-K.
+Added: Disclosure Pursuant to Item 5.02 of Current Report on Form 8-K – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
+Added: On November 13, 2024, the Human Capital and Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of ClearSign Technologies Corporation (the “Company”) approved (i) an increase to Colin James Deller’s, the Company’s Chief Executive Officer, annual bonus target from up to 60% to up to 80% of his annual base salary;
+Added: and (ii) an increase to Brent Hinds’, the Company’s Chief Financial Officer, base salary from $200,000 to $220,000, with such increases to be effective as of January 1, 2025.
+Added: The Board ratified the Compensation Committee’s approval on the same date.
+Added: Except as described herein, there were no further changes to Dr.
+Added: Deller’s and Mr.
+Added: Hinds’ employment agreements .
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).
6 unchanged sentences
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).
−Removed: Form of Warrant Agency Agreement, by and between ClearSign Technologies Corporation and VStock Transfer, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).
−Removed: Form of Lock-Up Agreement (directors and officers) (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).
−Removed: Form of Lock-Up Agreement (5% or greater stockholder) (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).
−Removed: Securities Purchase Agreement, dated as of April 19, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).
−Removed: Amendment to Securities Purchase Agreement, dated as of April 22, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2024).
−Removed: Maley’s Offer Letter, dated April 23, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 24, 2024).
−Removed: Amendment to Warrant Agency Agreement, dated as of May 15, 2024, by and between ClearSign Technologies Corporation and VStock Transfer, LLC (incorporated by reference to Exhibit 10.25 of the Company’s Form S-1 filed with the Securities and Exchange Commission on May 20, 2024).
−Removed: Securities Purchase Agreement, dated June 24, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on June 26, 2024).
−Removed: Amendment to Securities Purchase Agreement, dated June 26, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the Securities and Exchange Commission on June 26, 2024).
+Added: Todd Silva’s Offer Letter, effective as of August 1, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on August 6, 2024) .
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer .
11 unchanged sentences
***Furnished herewith.
+Added: +Indicates an agreement with management or compensatory plan or arrangement
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
−Removed: August 14, 2024
+Added: November 14, 2024
/s/ Colin James Deller
2 unchanged sentences
(Principal Executive Officer)
−Removed: August 14, 2024
+Added: November 14, 2024
/s/ Brent Hinds
2 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.