ClearSign Technologies Corp 8-K

What Happened

• ClearSign Technologies Corporation announced on May 26, 2026 that it suspended the use of and terminated the prospectus supplement (filed July 17, 2025) related to its At‑The‑Market (ATM) offering with H.C. Wainwright & Co., LLC. The ATM arrangement was part of the company’s Form S‑3 shelf that became effective July 28, 2025.
• Before the suspension and termination, no ATM shares had been sold under the ATM Agreement; the full $10.39 million remained available for sale. The company stated it will not sell any common stock under the ATM Agreement unless and until a new prospectus supplement is filed. Aside from suspending sales and terminating the prospectus supplement, the underlying ATM Agreement remains in full force and effect.

Key Details

• Notification date to Wainwright: May 26, 2026.
• Original ATM prospectus supplement filing date: July 17, 2025; related Form S‑3 shelf effective July 28, 2025.
• ATM offering capacity: up to $10.39 million in common stock; $10.39 million remained unsold.
• No ATM shares were sold prior to suspension/termination.

Why It Matters

• For investors, this means ClearSign has paused a previously available mechanism to raise up to $10.39M through at‑the‑market share sales; immediate dilution from that facility will not occur unless the company files a new prospectus supplement.
• The ATM Agreement itself remains active, so the company could resume ATM sales in the future if it re‑files a new prospectus supplement and chooses to do so. The filing contains no financial results or other corporate changes.