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Filing Details

Accession Number:: 0001104659-24-075270
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-06-26 20:04:00
Reporting Period:: 2024-06-24

Accepted Time:: 2024-06-26 20:04:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1434524	Clearsign Technologies Corp	CLIR	Industrial Instruments For Measurement, Display, And Control (3823)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1747304	Clirspv Llc	119 Warren Avenue, 3Rd Floor Spring Lake NJ 07762	No	No	Yes	No
1748409	Sr Thurston Robert Hoffman	8023 E. 63Rd Place, Suite 101 Tulsa OK 74133	No	No	Yes	No
1749086	Princeton Opportunity Management Llc	119 Warren Avenue, 3Rd Floor Spring Lake NJ 07762	No	No	Yes	No
1749087	Gpclirspv Llc	119 Warren Avenue, 3Rd Floor Spring Lake NJ 07762	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2024-06-24	3,350,000	$0.91	9,539,857	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Redeemable Warrants to Purchase Common Stock	Acquisiton	2024-06-24	7,039,500	$0.01	7,039,500	$0.00
Common Stock	Pre-Funded Warrants to Purchase Common Stock	Acquisiton	2024-06-24	1,343,000	$0.91	1,343,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
7,039,500			No	4	P	Indirect
1,343,000			No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	110,519	Indirect	IRA
Common Stock	237,464	Direct

Footnotes

The securities reported herein were issued to clirSPV LLC ("clirSPV") pursuant to a Securities Purchase Agreement, dated as of June 24, 2024, as amended on June 26, 2024 (as amended, the "Purchase Agreement"), by and among the Issuer and clirSPV, in connection with its participation right to purchase unregistered securities of the Issuer to maintain a 19.99% ownership percentage of the Issuer's outstanding shares of common stock on terms and conditions no different than those offered to other purchasers. Pursuant to the Purchase Agreement, the Issuer issued clirSPV an aggregate of (i) 3,350,000 shares of common stock, (ii) redeemable warrants to purchase up to 7,039,500 shares of common stock and (iii) pre-funded warrants to purchase up to 1,343,000 shares of common stock.
Mr. Hoffman is the managing member of GPclirSPV LLC which is the managing member of clirSPV, the owner of the shares of common stock. Mr. Hoffman disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in clirSPV. Mr. Hoffman has direct ownership of none of the shares of common stock purchased and a total direct beneficial ownership of 237,464 shares of common stock. clirSPV has direct ownership of 3,350,000 shares of common stock purchased and total direct beneficial ownership of 9,539,857 shares of common stock. GPclirSPV LLC has no direct ownership of the shares purchased and total indirect beneficial ownership of 9,539,857 shares of common stock. Princeton Opportunity Management LLC has no direct ownership of shares purchased and total indirect beneficial ownership of 9,539,857 shares of common stock.
Includes 110,519 shares of common stock held in an individual retirement arrangement ("IRA").
This total reflects the effect of other transactions that have occurred since the date of Mr. Hoffman's last Form 4, including vesting of restricted stock units previously issued to Mr. Hoffman as compensation for his services as a former member of the Issuer's board of directors.
The redeemable warrants are exercisable by clirSPV at any time on or after six (6) months after the date of the Purchase Agreement, or December 24, 2024, until June 24, 2029 at an exercise price per share equal to $1.05, subject to a 19.99% beneficial ownership blocker.
The pre-funded warrants are exercisable by clirSPV at any time on or after the date of the Purchase Agreement, or June 24, 2024, until fully exercised at an exercise price per share equal to $0.0001, subject to a 19.99% beneficial ownership blocker. The pre-funded warrants have no expiration date