Item 5. Other Information
ITEM 5. OTHER INFORMATION
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.
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.
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; 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. The Board ratified the Compensation Committee’s approval on the same date. Except as described herein, there were no further changes to Dr. Deller’s and Mr. Hinds’ employment agreements .
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).
32
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).
10.1+**
G. 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) .
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.
**Previously filed.
***Furnished herewith.
+Indicates an agreement with management or compensatory plan or arrangement
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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, 2024
By:
/s/ Colin James Deller
Colin James Deller
Chief Executive Officer
(Principal Executive Officer)
Date: November 14, 2024
By:
/s/ Brent Hinds
Brent Hinds
Chief Financial Officer
(Principal Financial and Accounting Officer)
34
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.