Current Report Filing (8-k)
18 January 2020 - 8:31AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): January 15, 2020
CLEARSIGN TECHNOLOGIES CORPORATION
(Exact name of registrant as specified
in Charter)
Washington
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001-35521
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26-2056298
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employee Identification No.)
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12870 Interurban Avenue South
Seattle, Washington 98168
(Address of Principal Executive Offices)
206-673-4848
(Issuer Telephone number)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction
A.2 below).
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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CLIR
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The Nasdaq Stock Market LLC
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing
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On January 15,
2020, ClearSign Technologies Corporation (the “Company”) received a letter (the “Notice”) from the Listing
Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon
the closing bid price of the Company’s common stock for the last 30 consecutive business days beginning on November 29, 2019
and ending on January 13, 2020, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as
set forth in Nasdaq Listing Rule 5550(a)(2).
In accordance with
Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until July 13, 2020, in which
to regain compliance. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company’s
common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180 day period. In the event
that the Company does not regain compliance within this 180 day period, the Company may be eligible to seek an additional compliance
period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other
initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and provides written
notice to Nasdaq of its intent to cure the deficiency during this second compliance period, by effecting a reverse stock split,
if necessary. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is
not otherwise eligible, Nasdaq will provide notice to the Company that its common stock will be subject to delisting.
The Notice does
not result in the immediate delisting of the Company’s common stock from The Nasdaq Capital Market. The Company intends to
monitor the closing bid price of the Company’s common stock and consider its available options in the event that the closing
bid price of the Company’s common stock remains below $1 per share. There can be no assurance that the Company will be able
to regain compliance with the minimum bid price requirement or maintain compliance with the other listing requirements.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: January 17, 2020
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CLEARSIGN TECHNOLOGIES CORPORATION
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By:
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/s/ Brian G Fike
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Brian G Fike
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Chief Financial Office
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