As filed with the Securities and Exchange
Commission on June 27, 2019
Registration No. ________
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
CLEARSIGN
COMBUSTION CORPORATION
(Exact Name of Registrant as Specified in
Its Charter)
Washington
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3823
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26-2056298
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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12870 Interurban Avenue South
Seattle, Washington 98168
(206) 673-4848
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Colin James Deller
Chief Executive Officer
ClearSign Combustion Corporation
12870 Interurban Avenue South
Seattle, Washington 98168
(206) 673-4848
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
With Copies to:
Mary Ann Sapone, Esq.
Mitchell
Silberberg & Knupp LLP
2049 Century Park East, 18
th
Floor
Los Angeles, CA 90067
Telephone: (310) 312 3258
Approximate date of commencement of proposed sale to the
public:
From time to time after the effective date of this registration statement, as determined by market conditions
and other factors.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box.
x
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging
growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
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Accelerated filer
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Non-accelerated filer
x
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Smaller reporting company
x
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Emerging growth company
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CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
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Amount to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Unit (2)
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Proposed
Maximum
Aggregate
Offering Price (3)
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Amount of
Registration Fee
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Primary Offering
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Debt securities
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—
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—
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—
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—
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Common stock
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—
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—
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—
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—
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Preferred stock
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—
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—
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—
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—
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Warrants
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—
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—
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—
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—
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Units to purchase any combination of the securities registered hereunder
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—
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—
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—
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Subscription rights to purchase any combination of the securities registered hereunder
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—
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Total
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$
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50,000,000.00
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$
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6,060.00
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(1)
The securities are
being registered as an indeterminate number of securities that shall have an aggregate offering price not to exceed $50,000,000.
This registration statement shall also cover any additional securities to be offered or issued from share splits, share dividends,
recapitalizations or similar transactions.
(2) The proposed maximum offering price per unit will be determined
from time to time by the registrant in connection with the issuance of securities.
(3) The proposed maximum aggregate offering price has been estimated
for the sole purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act.
The registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
The information in this prospectus is not complete
and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement
effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
Subject to completion, dated
June 27, 2019
PROSPECTUS
$50,000,000
Debt Securities, Common Stock, Preferred
Stock, Warrants,
Units, and Subscription Rights Offered
by
ClearSign Combustion Corporation
By this prospectus
and an accompanying prospectus supplement, we may from time to time offer and sell, in one or more offerings, up to $50,000,000
in any combination of debt securities, common stock, preferred stock, warrants, units, or subscription rights.
We will provide
you with more specific terms of the securities offered by us in one or more supplements to this prospectus. You should read this
prospectus and the applicable prospectus supplement carefully before you invest.
We may offer these
securities from time to time in amounts, at prices and on other terms to be determined at the time of offering. We may offer and
sell these securities to or through underwriters, dealers or agents, or directly to investors, on a continuous or delayed basis.
The supplements
to this prospectus will provide the specific terms of the plan of distribution. The price to the public of the securities we offer
and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Our common
stock is listed on the Nasdaq Capital Market under the symbol “CLIR”. On June 25, 2019, the closing price of our
common stock as reported by the Nasdaq Capital Market was $1.0947 per share. The aggregate market value of our outstanding
voting common stock held by non-affiliates, based upon a closing sale price of our common stock on June 25, 2019, was
$23,403,762. During the 12 calendar month period that ends on, and includes, the date of this prospectus, we have not
offered any securities pursuant to General Instruction I.B.6. of Form S-3.
An investment
in our securities may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of
your investment. See “Risk Factors” on page 7 for more information on the risks you should consider before buying our
securities. An investment in our securities is not suitable for all investors.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of
this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2019.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process.
Under this shelf process, we may sell the securities described in this prospectus in one or more offerings. This prospectus provides
you with a general description of the securities that may be offered. Each time we offer securities for sale, we will provide a
prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add
or update information contained in this prospectus. You should read both this prospectus and any prospectus supplement together
with additional information described below under “Where You Can Find More Information” and “Information Incorporated
by Reference.”
The registration statement that contains
this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer
under this prospectus. Specifically, we have filed certain legal documents that establish the terms of the securities offered by
this prospectus as exhibits to the registration statement. We will file certain other legal documents that establish the terms
of the securities offered by this prospectus as exhibits to reports we file with the SEC. You may obtain copies of the registration
statement and the other reports and documents referenced herein as described below under the heading “Where You Can Find
More Information.”
You should rely only on the information
contained or incorporated by reference in this prospectus and in any prospectus supplement. We have not authorized any other person
to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation
is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make an offer or solicitation. You should not assume that the information in this prospectus or any prospectus supplement,
as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any
prospectus supplement, is accurate as of any date other than the date of such document. Our business, financial condition, results
of operations and prospects may have changed since those dates.
In this prospectus, unless the context otherwise
requires, references to “ClearSign,” “we,” “us,” “our” or the “Company”
refer to ClearSign Combustion Corporation and its subsidiary, ClearSign Asia Limited.
MARKET,
INDUSTRY AND OTHER DATA
This prospectus, including the information
incorporated by reference, contains estimates, projections and other information concerning our industry, our business, and the
markets for certain products and services, including data regarding the estimated size of those markets and their projected growth
rates. Information that is based on estimates, forecasts, projections or similar methodologies is based on a number of assumptions
and is inherently subject to uncertainties, including those described in “Risk Factors” and elsewhere in this prospectus
and documents incorporated by reference in this prospectus, and actual events or circumstances may differ materially from events
and circumstances reflected in this information. You are cautioned not to give undue weight to such estimates, projections and
other information.
DISCLOSURE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and any accompanying prospectus
supplement, including the documents that we incorporate by reference, may contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements in this prospectus
and any accompanying prospectus supplement include, without limitation, statements related to our plans, strategies, objectives,
expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks
and uncertainties. Factors that could cause actual results to differ from those discussed in the forward-looking statements include,
but are not limited to:
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our limited cash and our history of losses;
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our ability to successfully develop and implement our technology and achieve profitability;
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our limited operating history;
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changes in government regulations that could substantially reduce, or even eliminate, the need for our technology;
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emerging competition and rapidly advancing technology in our industry that may outpace our technology;
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customer demand for the products and services we develop;
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the impact of competitive or alternative products, technologies and pricing;
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our ability to manufacture any products we design;
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general economic conditions and events and the impact they may have on us and our potential customers;
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our ability to obtain adequate financing in the future;
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our ability to continue as a going concern;
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our success at managing the risks involved in the foregoing items; and
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other factors discussed in this prospectus.
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In some cases, you can identify forward-looking
statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’
‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’
‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’
‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable
terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We do not undertake any obligation to publicly update or review any forward-looking
statement.
OUR BUSINESS
This is only a summary and may not contain
all the information that is important to you. You should carefully read both this prospectus and any accompanying prospectus supplement
and any other offering materials, together with the additional information described under the heading “Where You Can Find
More Information.”
About ClearSign Combustion Corporation
We design and develop technologies that
have been shown to significantly improve key performance characteristics of combustion systems, including emission and operational
performance, energy efficiency and overall cost-effectiveness. We believe that our patented Duplex™ technology can enhance
the performance of combustion systems in a broad range of markets, including the energy (upstream oil production and down-stream
refining), institutional commercial and industrial boiler, chemical, and petrochemical industries. Our Duplex technology, which
is our primary technology, uses a porous ceramic matrix at a distance to a burner to significantly reduce flame length and achieve
very low emissions without the need for external flue gas recirculation, selective catalytic reduction, or excess air systems.
To date, our operations have been funded primarily through sales of our equity securities. We have earned nominal revenue since
inception in 2008.
Duplex has been successfully installed in
commercial projects across four different combustion applications. Based on the results of our testing and initial field installations,
we believe that Duplex is more effective and cost-efficient than current industry-standard air pollution control technologies,
such as selective catalytic reduction devices, low- and ultra-low NOx burners (which address nitrogen oxides or NOx), external
flue gas recirculation systems and other similar technologies. Such systems are used in our current target market segments of petroleum
refining and petrochemical process heaters, large-scale once through steam generators (OTSGs), enclosed flares, institutional commercial
and industrial boilers and other similar equipment.
Based on the limited operating data we have
obtained from installations, burners utilizing ClearSign’s ceramic Duplex technology provide increased heat transfer efficiency
compared to standard burner designs. This is consistent with the physics of heat transfer and the mechanisms by which the ceramic
technology functions. The increased heat transfer efficiency as reported results in cost savings in the low to mid-single digit
range which produces an extremely attractive pay-back period for an investment in ClearSign technology-based burners. In addition,
since the flames in a Duplex system are established within the confines of a ceramic enclosure and form with minimal “bulking
up” from dilutive inert flue gasses, the flame volumes are small, thus virtually eliminating flame impingement and enabling
the burners to function better in tightly spaced heaters. As a result, heaters utilizing ClearSign technology require less maintenance,
operate at a lower cost, have increased productivity when heater operation is otherwise constrained by the internal furnace volume,
and, more importantly, have decreased process downtime.
Our Industry
The combustion and emissions control markets
are significant, both in the wide array of industries in which the systems are used and in the amount of money spent in installing
and upgrading systems. Combustion systems are used to provide heat for all manner of industrial processes, including boilers, furnaces,
kilns and gas turbines. In order to maximize energy efficiency while keeping pace with regulatory guidelines for air pollution
emissions, operators of combustion systems are continually installing, maintaining and upgrading a variety of costly process control,
air pollution control and monitoring systems. Although we believe that there are many potential markets for our Duplex technology,
to date we have prioritized the introduction of Duplex to petroleum refining process heaters, steam generation, district heating
and enclosed flares.
Our Proprietary Technology
Our Duplex burner technology consists of
an industrial burner body and a downstream porous ceramic matrix. When the unreacted mix of gaseous fuel and air is directed at
the ceramic matrix, the mixture ignites and stabilizes within the matrix itself. Because the fuel and air have more time to mix,
the homogeneous mixture mitigates NOx-forming hot spots and chemistry that are typically produced. The mixing and combustion in
the ceramic matrix results in a dramatically shorter flame, and modification of the matrix enables a high level of control over
the shape of the flame allowing it to be optimized for a wide range of different applications. NOx, a regulated greenhouse gas
pollutant comprised largely of nitrogen oxide and nitrogen dioxide, is greatly reduced to levels of 5ppm or below, depending on
the specific application, without any external fans or associated power, thereby minimizing harmful emissions while improving system
efficiency. A shorter flame can often allow for operation of the furnace at a higher capacity. We believe Duplex’s radiant
heat transfer from the ceramic matrix enhances thermal efficiency, minimizes the possibility of flame impingement and reduces the
likelihood of carbon deposits forming on the inside surfaces of the process tubes (coking) or failure of process tubes extending
the length of time a heater can remain in operation before the need for maintenance.
Our Duplex Plug & Play® product
provides a more simplified, pre-engineered and standardized direct burner replacement for traditional refinery process heaters.
We believe that this product will reduce the customized engineering associated with typical retrofits and lend itself to mass production.
The product derives its name from the fact that it is designed to allow quick and easy installation into a multi-burner heater
or furnace and possibly allow the heater to continue operating during installation rather than be shut down. The ability to install
the Duplex Plug & Play while the remaining burner system is operational will allow customers to limit down time and shorten
the sales cycle often prolonged by annual or semi-annual scheduled maintenance.
To date, we have deployed our Duplex technology
through retrofits and replacements of existing burners and complete replacement units in the case of our Plug & Play products.
Retrofits often involve engineering around an existing burner architecture that can complicate the Duplex installation, whereas
replacements are more straightforward and more amenable to being sold and installed by third parties, enabling more expansive channels
to market. This is especially the case after the introduction of our Duplex Plug & Play technology in February 2017 and simplified
control and operation in April 2019. Because of this, we have focused the development of our technology to provide designs that
can be included into our customers’ equipment as self-contained modules or assemblies rather than as individual projects
involving the re-engineering of existing burner systems. In this form, we believe that ClearSign burner technology is ideally suited
for installation into new heaters and burner replacement markets, including heater and furnace types requiring large quantities
of burners. We have also developed flare and boiler burner technology into a similar repeatable form to aid its inclusion in standard
industry equipment on a commercial scale.
For simplification and marketing, we have
adopted the term “ClearSign Core
ä
” to refer to the inclusion of this
standardized Duplex technology into a variety of combustion systems including, but not limited to, burners, furnaces, boilers,
heaters, thermal oxidizers and flares.
We have now achieved emission results in
multiple applications that were superior to current local Best Available Control Technology (BACT) levels in multiple installations
in California related to three of our five target industries. We intend to continue to demonstrate Duplex capabilities through
(i) working with local air quality officials to demonstrate the effectiveness of the technology, (ii) operating in-place units,
(iii) engineering and testing with new customers and applications, (iv) pursuing additional lab research and development of new
applications (e.g. institutional commercial and industrial boilers) and next generation improvements to Duplex design and standardization,
including the pursuit of more complete systems similar to the Duplex Plug & Play for application in other vertical markets,
and (v) assisting our customers in making emission results available for designation as BACT by local regulatory bodies.
Business Model and Monetization Strategy
As described above, we have developed our
Duplex technology into standardized configurations that can be incorporated into equipment sold by the major vendors in the industry
in an effort to gain quick access to our large global markets and that for brand recognition and marketing purposes, we have named
the inclusion of our technology into OEM equipment as the “ClearSign Core
ä
.
This approach allows us to sell our technology business to business, through an arrangement similar to a license, to selected alliance
companies which then manufacture and deliver the complete equipment to the final customers. The objective of this business model
is to enable ClearSign to leverage our technology and the vast resources and networks of our supply partners to sell to the global
markets. The details of such collaborative agreements will vary depending on the nature of the individual markets and requirements
to achieve an optimum collaboration with our partners. At this time, we have entered into one such agreement and have received
demonstrated interest in collaboration from other major equipment suppliers in all major verticals and target markets.
Our Target Markets
We compete in the combustion and emissions
control markets. These are highly competitive industries that are currently dominated by companies that have both substantially
greater infrastructure, customer support networks, and financial resources than we do as well as established products. Based on
the testing and the field installations completed to date, however, we believe that our Duplex technology provides a unique and
powerful ability to improve energy efficiency and operational performance, while at the same time significantly reducing emissions,
leading to an overall cost-effective installation. Further, we believe that the ClearSign burner technology is well suited to create
substantial synergistic value through its incorporation into the mainstream commercial offerings of the market incumbents as a
“ClearSign Core,” thus leveraging the ClearSign technology and the established breadth and capabilities of collaborating
companies.
We are targeting the following segments
of the combustion market:
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institutional commercial and industrial
boiler segment;
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refinery and petrochemical segment;
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large industrial segment;
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enclosed flare segment; and
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enhanced oil recovery segment
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In each segment, we are marketing solutions
with our Duplex technology that we believe could simultaneously improve both operational efficiency and pollution control characteristics
through (a) cost-effective retrofitting of our Duplex technology into existing standard system designs, and (b) new system designs.
Our target markets are greatly affected
by air emission regulations and economic conditions, including the price and profitability related to crude oil and its processing.
We believe that operators in all of our target markets are under intense pressure to meet current and proposed federal, state and
local emissions standards. The standards applicable to our target markets have been developed over the past 50 years with broad
political input. Due to the localized effects of poor air quality, we anticipate these standards to continue regardless of national
political leadership.
Emissions
standards in the United States largely emanate from the Clean Air Act, which is administered by the Environmental Protection Agency
(EPA) and regulates six common criteria air pollutants, including ground-level ozone. These regulations are enforced by state and
local air quality districts as part of their compliance plans. As a precursor to ground-level ozone, NOx is a regulated pollutant
by local air quality districts in order to achieve the EPA limits. The 8-hour ground-level ozone regulations have been reduced
from 84 parts per billion (ppb) in 1997, to 75 ppb in 2008, and 70 ppb in 2015, with the requirement of realizing these levels
approximately 25 years following the year of legislation. The areas of non-attainment related to this 1997 limit of 84 ppb are
depicted below in the map on the left and the projected areas of non-attainment related to the 2015 limit of 70 ppb are depicted
below in the map on the right.
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Non-attainment areas under the 1997 limit of 84 ppb Source: EPA, August 2016
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Projected non-attainment areas under the 2015 limit of 70 ppb Source:
URS, August 2015
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Additionally, we believe that current emissions
standards in Europe, China, the Middle East, other parts of Asia and Canada will continue to trend towards stricter air emission
standards as these jurisdictions seek to achieve cleaner air. Existing and new emissions standards in such jurisdictions may create
additional market opportunities for us.
Additional Information
For a description of our business, financial
condition, results of operations and other important information regarding us, we refer you to our filings with the SEC incorporated
by reference in this prospectus supplement. For instructions on how to find copies of these documents, see “Where You Can
Find More Information.”
Corporate Information
Our facilities and executive offices are
located at 12870 Interurban Avenue South, Seattle, Washington 98168, and our telephone number is (206) 673-4848. We were incorporated
in Washington on January 23, 2008. Additional information about us is available on our website at www.clearsign.com. The information
contained on or that may be obtained from our website is not, and shall not be deemed to be, a part of this prospectus. Our common
stock, par value $0.0001 per share, is currently traded on the Nasdaq Capital Market under the ticker symbol “CLIR.”
RISK FACTORS
Investing in our common
stock involves a high degree of risk. Please see the risk factors set forth below and in Part I, Item 1A of our Annual Report
on Form 10-K and Part II, Item 1A of our Quarterly Reports on Form 10-Q and other filings we make with the SEC, which are
incorporated by reference in this prospectus. Additional risk factors may be included in a prospectus supplement relating to
a particular offering of securities. Before making an investment decision, you should carefully consider these risks as well
as other information we include or incorporate by reference in this prospectus. These risks could materially affect our
business, results of operations or financial condition and cause the value of our securities to decline.
A cybersecurity incident or other technology disruptions
could negatively impact our business and our relationships with customers.
We use computers in substantially all aspects
of our business operations. We also use mobile devices and other online activities to connect with our employees, suppliers and
customers. Such uses give rise to cybersecurity risks, including security breaches, espionage, system disruption, theft, the compromise
of trade secrets and inadvertent release of information. Our business involves the storage and transmission of sensitive and/or
confidential information and intellectual property, including customers’ and suppliers’ information, private information
about employees and financial and strategic information about us. If we fail to assess and identify cybersecurity risks associated
with our operations, we may become increasingly vulnerable to such risks. Additionally, while we have implemented measures to prevent
security breaches and cyber incidents, our preventative measures and incident response efforts may not be entirely effective. The
theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual property, or
interference with our information technology systems, could result in business disruption, negative publicity, brand damage, violation
of privacy laws, loss of customers, potential liability and competitive disadvantage all of which could have a material adverse
effect on our business, financial condition or results of operations.
USE OF PROCEEDS
Unless we state otherwise in an accompanying
prospectus supplement, we intend to use the net proceeds from the sale of the securities offered by us under this prospectus and
any related prospectus supplement for general corporate purposes. These purposes may include capital expenditures, acquisitions
and additions to working capital. When a particular offering of securities is made, the prospectus supplement relating to that
offering will set forth our intended use of the net proceeds we receive from the sale of the securities. Pending the application
of the net proceeds, we may invest the proceeds in short-term, interest-bearing instruments or other investment-grade securities.
DILUTION
With the exception of debt securities
we may sell with no equity conversion feature and, therefore, no effect on dilution, we will set forth in a prospectus
supplement the following information regarding any material dilution of the equity interests of investors purchasing
securities sold by ClearSign in an offering under this prospectus:
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the net tangible book value per share of our equity securities before and after the offering;
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the amount of the increase in such net tangible book value per share attributable to the cash payments made by purchases in
the offering; and
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the amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.
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DESCRIPTION OF THE SECURITIES THAT MAY
BE OFFERED
Description of Debt Securities
The following description, together with
the additional information we include in any applicable prospectus supplement, summarizes certain general terms and provisions
of the debt securities that we may offer under this prospectus. When we offer to sell a particular series of debt securities, we
will describe the specific terms of the series in a supplement to this prospectus. The supplement will also indicate to what extent
the general terms and provisions described in this prospectus apply to a particular series of debt securities.
We may issue debt securities, either separately,
or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt
securities may be our senior, senior subordinated or subordinated obligations, issued in one or more series, and, unless otherwise
specified in a supplement to this prospectus, the debt securities will be our direct, unsecured obligations.
The debt securities will be issued under
an indenture between us and a trustee to be identified in the applicable prospectus supplement. We have summarized select portions
of the indenture below. Please note, however, that the summary below is not complete. The form of the indenture has been filed
as an exhibit to the registration statement of which this prospectus forms a part and you should read the indenture for provisions
that may be important to you. Capitalized terms used in the summary below and not defined herein have the meanings specified in
the form of the indenture.
General
The terms of each series of debt securities
will be established by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided
in a resolution of our board of directors, in an officer’s certificate, or by a supplemental indenture. The particular terms
of each series of debt securities will be described in a prospectus supplement relating to such series (including any pricing supplement
or term sheet).
We can issue an unlimited amount of debt
securities under the indenture that may be in one or more series with the same or various maturities, at par, at a premium, or
at a discount. The prospectus supplement (including any pricing supplement or term sheet) relating to any series of debt securities
being offered will set forth the aggregate principal amount and the other terms of the debt securities, including, if applicable:
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the title and ranking of the debt securities (including the terms of any subordination provisions);
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the price or prices at which the debt securities will be sold;
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any limit on the aggregate principal amount of the debt securities;
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the date or dates on which the principal of and premium, if any, on the debt securities is payable and/or the method of determination
thereof;
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the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any
commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date
or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record
date for the interest payable on any interest payment date;
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the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such
payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and
demands to us in respect of the debt securities may be delivered;
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the right, if any, to extend the interest payment periods and the duration of such extension;
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the period or periods within which, the price or prices at which, and the terms and conditions upon which, we may redeem the
debt securities;
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any obligation we will have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions
(including payments made in cash in participation of future sinking fund obligations) or at the option of a holder of debt securities,
and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining
the same), and the terms and conditions upon which, debt securities of the series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;
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the dates on which, and the price or prices at which, we will repurchase debt securities at the option of the holders of debt
securities and other detailed terms and provisions of these repurchase obligations;
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the form of the debt securities of the series, including the form of the trustee’s certificate of authentication for
such series and any legends or endorsements to be placed thereon;
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the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple
thereof;
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whether the debt securities will be issued in the form of certificated debt securities or global debt securities;
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the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other
than the principal amount;
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the currency of denomination of the debt securities, which may be United States dollars or any foreign currency, and if such
currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite
currency;
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the designation of the currency, currencies or currency units in which payment of principal of, premium, if any, and
interest on
the debt securities will be made;
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if payments of principal of, or premium, if any, or interest on the debt securities will be made in one or more currencies
or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate
with respect to these payments will be determined;
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the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined,
if these amounts may be determined by reference to an index based on a currency or currencies other than that in which the debt
securities are denominated or designated to be payable or by reference to a commodity, commodity index, stock exchange index or
financial index;
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any provisions relating to any security provided for the debt securities;
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any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect
to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect
to the debt securities;
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any addition to, deletion of or change in the covenants described in this prospectus or set forth in the indenture with respect
to the debt securities;
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the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable,
the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring
an adjustment of the conversion or exchange price and provisions affecting conversion or exchange;
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if other than the trustee, the identity of the trustee, the registrar, paying agent and custodian for the depositary;
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if other than The Depository Trust Company, the identity of the depositary; and
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any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies
to that series, including any terms that may be required under applicable law or regulations or advisable in connection with the
marketing of the securities.
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We may issue debt securities that provide
for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity
pursuant to the terms of the indenture. Information on the federal income tax considerations and other special considerations applicable
to any of these debt securities will be provided in the applicable prospectus supplement.
If the purchase price of any of the debt
securities is denominated in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and any
premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit
or units, then information on the restrictions, elections, general tax considerations, specific terms and other information with
respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units will be provided
in the applicable prospectus supplement.
Transfer and Exchange
Each debt security will be represented by
either one or more global securities registered in the name of The Depository Trust Company (which we refer to as “DTC”)
or a nominee of DTC (which we refer to as a “book-entry debt security”), or a certificate issued in definitive registered
form (which is referred to as a “certificated debt security”), as set forth in the applicable prospectus supplement.
Except as set forth under the heading “Global Debt Securities and Book-Entry System” below, book-entry debt securities
will not be issuable in certificated form.
Certificated Debt Securities
.
Holders may transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance with the
terms of the indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but payment
of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange may be required.
Holders may effect the transfer of certificated
debt securities and the right to receive the principal of, or any premium or interest on, certificated debt securities only by
surrendering the certificate representing those certificated debt securities and either reissuance by us or the trustee of the
certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder.
Global Debt Securities and Book-Entry
System
. Each global debt security representing book-entry debt securities will be deposited with, or on behalf of, DTC,
and registered in the name of DTC or a nominee of DTC.
Covenants
Any restrictive covenants applicable to
any issue of debt securities will be set forth in the applicable prospectus supplement.
No Protection in the Event of a Change of Control
Unless stated otherwise in the applicable
prospectus supplement, the debt securities will not contain any provisions that may afford holders of the debt securities protection
in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results
in a change in control) that could adversely affect holders of debt securities.
Consolidation, Merger and Sale of Assets
We may not consolidate with or merge with
or into, or convey, transfer or lease all or substantially all of our properties and assets to any person (a “successor person”)
unless:
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we are the surviving corporation or the successor person (if other than us) is a corporation that is organized and validly
existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under
the indenture; and
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immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing.
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Notwithstanding the above, our subsidiaries
may consolidate with, merge into, or transfer all or part of its properties to us.
Events of Default
“Event of Default” means with
respect to any series of debt securities, any of the following:
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default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance
of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a
paying agent prior to the expiration of the 30-day period;
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default in the payment of principal of any security of that series when it becomes due and payable, whether at stated maturity,
upon redemption, upon purchase, upon acceleration or otherwise;
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default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty
that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default
continues uncured for a period of 60 days after we receive written notice from the trustee, or we and the trustee receive written
notice from the holders of not less than a majority in principal amount of the outstanding debt securities of that series as provided
in the indenture;
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certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of the Company; and
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any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus
supplement.
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No Event of Default with respect to a particular
series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an
Event of Default with respect to any other series of debt securities. The occurrence of certain Events of Default or an acceleration
under the indenture may constitute an event of default under certain other of our indebtedness or indebtedness of our subsidiaries
outstanding from time to time.
So long as any of the securities are outstanding,
we will provide the trustee written notice of any Default or Event of Default within 30 days of becoming aware of the occurrence
of such Default or Event of Default.
If an Event of Default with respect to debt
securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than a majority
in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if
given by the holders), declare to be due and payable immediately the principal of (or, if the debt securities of that series are
discount securities, that portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid
interest, if any, on all debt securities of that series. Such acceleration will not be effective until the earlier of (1) the acceleration
of indebtedness under our senior secured credit facilities or (2) five business days after receipt by us of written notice of such
acceleration, at which time the principal, premium, if any, interest and any other monetary obligations on all the then outstanding
series of debt securities will become due and payable immediately. In the case of an Event of Default resulting from certain events
of bankruptcy, insolvency or reorganization, the principal (or such specified amount) and accrued and unpaid interest, if any,
on all outstanding debt securities or the applicable series will become and be immediately due and payable without any declaration
or other act on the part of the trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration
with respect to debt securities of any series has been made, but before a judgment or decree for payment of the money due has been
obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind
and annul the acceleration if all Events of Default, other than the non-payment of accelerated principal and interest, if any,
with respect to debt securities of that series, have been cured or waived as provided in the indenture. Please refer to the prospectus
supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration
of a portion of the principal amount of such discount securities upon the occurrence of an Event of Default.
The indenture will provide that the trustee
will be under no obligation to exercise any of its rights or powers under the indenture unless the trustee receives indemnity satisfactory
to it against any cost, liability or expense which might be incurred by it in exercising such right of power. Subject to certain
rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to the debt securities of that series.
No holder of any debt security of any series
will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of
a receiver or trustee, or for any remedy under the indenture, unless:
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that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities
of that series; and
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the holders of not less than a majority in principal amount of the outstanding debt securities of that series have made written
request, and offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as trustee,
and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities
of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days.
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Notwithstanding any other provision in the
indenture, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of,
premium and any interest on that debt security on or after the due dates expressed in that debt security and to institute suit
for the enforcement of payment.
The indenture requires us, within 120 days
after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture. If a Default or Event
of Default occurs and is continuing with respect to the debt securities of any series and if it is known to a responsible officer
of the trustee, the trustee shall mail to each holder of the debt securities of that series notice of a Default or Event of Default
within 90 days after it occurs. The indenture provides that the trustee may withhold notice to the holders of debt securities of
any series of any Default or Event of Default (except in payment on any debt securities of that series) with respect to debt securities
of that series if the trustee determines in good faith that withholding notice is in the interest of the holders of those debt
securities.
Modification and Waiver
We and the trustee may modify, amend or
supplement the indenture or the debt securities of any series without the consent of any holder of any debt security:
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to cure any ambiguity, defect or inconsistency;
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to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”;
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to provide for uncertificated securities in addition to or in place of certificated securities;
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to make any change that does not adversely affect the rights of any holder of debt securities;
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to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted
by the indenture;
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to add covenants for the benefit of the holders of debt securities of any series or to surrender any right or power conferred
upon the Company;
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to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change
any of the provisions of the indenture to provide for or facilitate administration by more than one trustee; or
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to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture
Act of 1939, as amended.
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We may also modify and amend the indenture
with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected
by the modifications or amendments. We may not make any modification or amendment without the consent of the holders of each affected
debt security then outstanding if that amendment will:
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reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;
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reduce the rate of or extend the time for payment of interest (including default interest) on any debt security;
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reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone
the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities;
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reduce the principal amount of discount securities payable upon acceleration of maturity;
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waive a default in the payment of the principal, premium or interest on any debt security (except a rescission of acceleration
of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding
debt securities of that series and a waiver of the payment default that resulted from such acceleration);
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make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security;
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make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities
(i) to receive payment of the principal, premium and interest on those debt securities, (ii) to institute suit for the enforcement
of any such payment, or (iii) to consent to an amendment or waiver in accordance with the requirements of the debenture; or
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waive a redemption payment with respect to any debt security.
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Except for certain specified provisions,
the holders of at least a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders
of all debt securities of that series, waive compliance by us with provisions of the indenture. The holders of a majority in principal
amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of such series,
waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of
the principal of or any interest on any debt security of that series; provided, however, that the holders of a majority in principal
amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related
payment default that resulted from the acceleration.
Defeasance of Debt Securities and Certain Covenants in
Certain Circumstances
Legal Defeasance
. The indenture
provides that, unless otherwise provided by the terms of the applicable series of debt securities, we may be discharged from any
and all obligations in respect of the debt securities of any series (subject to certain exceptions). We will be so discharged upon
the deposit with the trustee, in trust, of money and/or U.S. government obligations or, in the case of debt securities denominated
in a single currency other than U.S. dollars, government obligations of the government that issued or caused to be issued such
currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient
in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment
of principal, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series
on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities.
This discharge may occur only if, among
other things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has been published
by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change
in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall
confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal
income tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal income tax
on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge
had not occurred.
Defeasance of Certain Covenants
.
The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance
with certain conditions:
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we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets”
and certain other covenants set forth in the indenture, as well as any additional covenants that may be set forth in the applicable
prospectus supplement; and
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any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities
of that series (“covenant defeasance”).
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The conditions include:
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depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single
currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that,
through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the
opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment
of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series
on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and
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delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not
recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance
and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would
have been the case if the deposit and related covenant defeasance had not occurred.
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Covenant Defeasance and Events of
Default.
In the event we exercise our option to effect covenant defeasance with respect to any series of debt securities
and the debt securities of that series are declared due and payable because of the occurrence of any Event of Default, the amount
of money and/or U.S. government obligations or foreign government obligations on deposit with the trustee will be sufficient to
pay amounts due on the debt securities of that series at the time of their stated maturity but may not be sufficient to pay amounts
due on the debt securities of that series at the time of the acceleration resulting from the Event of Default. However, we shall
remain liable for those payments.
No Personal Liability of Directors, Officers, Employees
or Stockholders
None of our past, present or future directors,
officers, employees or stockholders, as such, will have any liability for any of our obligations under the debt securities or the
indenture or for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a debt security,
each holder waives and releases all such liability. This waiver and release is part of the consideration for the issue of the debt
securities. However, this waiver and release may not be effective to waive liabilities under U.S. federal securities laws, and
it is the view of the SEC that such a waiver is against public policy.
Governing Law
The indenture and the debt securities will
be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles
that would result in the application of any law other than the law of the State of New York.
Description of Common Stock
The following summary of the rights of our
common stock is not complete and is subject to and qualified in its entirety by reference to our articles of incorporation and
bylaws, copies of which are included as exhibits to our registration statement on Form S-3, of which this prospectus forms a part.
See “Where You Can Find More Information.”
We have 64,500,000 shares of capital stock
authorized under our articles of incorporation, consisting of 62,500,000 shares of common stock and 2,000,000 shares of preferred
stock.
As of June 25, 2019, we had 29,090,232 shares
of common stock issued and outstanding. Our authorized but unissued shares of common stock are available for issuance without further
action by our shareholders, unless such action is required by applicable law or the rules of The Nasdaq Stock Market or any other
stock exchange or automated quotation system on which our securities may become listed or traded. If the approval of our shareholders
is not so required, our board of directors may determine not to seek shareholder approval.
Holders of our common stock are entitled
to such dividends as may be declared by our board of directors out of funds legally available for such purpose, subject to any
preferential dividend rights of any then outstanding preferred stock. The shares of common stock are neither redeemable nor convertible.
Holders of common stock have no preemptive or subscription rights to purchase any of our securities.
Each holder of our common stock is entitled
to one vote for each such share outstanding in the holder’s name. No holder of common stock is entitled to cumulate votes
in voting for directors.
In the event of our liquidation, dissolution
or winding up, the holders of our common stock are entitled to receive pro rata our assets which are legally available for distribution,
after payments of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then outstanding.
All of the outstanding shares of our common stock are fully paid and non-assessable. The shares of common stock offered by this
prospectus will also be fully paid and non-assessable.
Our common stock is listed on the Nasdaq
Capital Market under the symbol “CLIR”. On June 25, 2019, the last sale price of our common stock was $1.0947 per share.
The transfer agent and registrar for our common stock is VStock Transfer, LLC. Its address is
18
Lafayette Place, Woodmere,
New York 11598, and its telephone number is (212) 828-8436.
Anti-Takeover Effects of Certain Provisions of Washington
Law and Our Charter Documents
The following is a summary of certain provisions
of Washington law, our articles of incorporation and our bylaws. This summary does not purport to be complete and is qualified
in its entirety by reference to the corporate law of Washington and our articles of incorporation and bylaws.
Effect of Washington Anti-Takeover Statute.
We are subject to Chapter 23B.19 of the Revised Code of Washington, an anti-takeover law (the “Anti-Takeover Statute”).
In general, the Anti-Takeover Statute prohibits a target corporation from entering into a significant business transaction with
an acquiring person for a period of five years following the acquiring person’s share acquisition unless
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the share acquisition is
exempt because it was inadvertently made and the acquiring person, as soon as practicable, divests himself of a sufficient amount
of the voting shares of the target corporation so that he is no longer the beneficial owner, directly or indirectly, of voting
shares entitled to cast votes comprising 10% or more of the voting power of the target corporation and would not have, at any
time during the five year period preceding the announcement date of the significant business transaction have been
an acquiring person but for the inadvertent acquisition,
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the significant business transaction or the purchase of shares made by the acquiring person is approved prior to the acquiring person’s share acquisition time by a majority of the members of the board of directors of the target corporation; or
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at or subsequent to the acquiring person’s share acquisition time, the significant business transaction is approved by a majority of the members of the board of directors of the target corporation and approved at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least two-thirds of the votes entitled to be cast by the outstanding voting shares of the target corporation, except shares beneficially owned by or under the voting control of the acquiring person.
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The Anti-Takeover Statute generally defines
an “acquiring person” as a person or group of persons, other than the target corporation or a subsidiary of the target
corporation, who is the beneficial owner of voting shares entitled to cast votes comprising 10% or more of the voting power of
the target corporation; provided, however, that the term “acquiring person” does not include a person who (a) beneficially
owned voting shares entitled to cast votes comprising 10% or more of the voting power of the target corporation on March 23, 1988;
(b) acquired its voting shares of the target corporation solely by gift, inheritance, or in a transaction in which no consideration
is exchanged; (c) equals or exceeds the 10% threshold as a result of action taken solely by the target corporation, such as redemption
of shares, unless that person, by his own action, acquires additional shares of the target corporation; (d) beneficially owned
voting shares entitled to cast votes comprising 10% or more of the voting power of the target corporation prior to the time the
target corporation had a class of voting shares registered with the SEC pursuant to section 12 or 15 of the Securities Exchange
Act; or (e) beneficially owned voting shares entitled to cast votes comprising 10% or more of the voting power of the target corporation
prior to the time the target corporation amended its articles of incorporation to provide that the corporation shall be subject
to the provisions of this chapter.
The Anti-Takeover Statute defines a “significant
business transaction” as:
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(a)
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A merger, share exchange, or consolidation of a target corporation or a subsidiary of a target corporation with (i) an acquiring person, or (ii) any other domestic or foreign corporation which is, or after the merger, share exchange, or consolidation would be, an affiliate or associate of the acquiring person;
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(b)
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A sale, lease, exchange, mortgage, pledge, transfer, or other disposition or encumbrance, whether in one transaction or a series of transactions, to or with an acquiring person or an affiliate or associate of an acquiring person of assets of a target corporation or a subsidiary of a target corporation (i) having an aggregate market value equal to 5% or more of the aggregate market value of all the assets, determined on a consolidated basis, of the target corporation, (ii) having an aggregate market value equal to 5% or more of the aggregate market value of all the outstanding shares of the target corporation, or (iii) representing 5% or more of the earning power or net income, determined on a consolidated basis, of the target corporation;
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(c)
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The termination, while the corporation has an acquiring person and as a result of the acquiring person’s acquisition of 10% or more of the shares of the corporation, of 5% or more of the employees of the target corporation or its subsidiaries employed in this state, whether at one time or over the five-year period following the share acquisition time;
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(d)
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The issuance, transfer, or redemption by a target corporation or a subsidiary of a target corporation, whether in one transaction or a series of transactions, of shares or of options, warrants, or rights to acquire shares of a target corporation or a subsidiary of a target corporation to or beneficially owned by an acquiring person or an affiliate or associate of an acquiring person except pursuant to the exercise of warrants or rights to purchase shares offered, or a dividend, distribution, or redemption paid or made pro rata to, all shareholders or holders of options, warrants, or rights to acquire shares of the target corporation, and except for involuntary redemptions permitted by the target corporation’s charter or by the law of this state or the state of incorporation;
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(e)
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The liquidation or dissolution of a target corporation proposed by, or pursuant to an agreement, arrangement, or understanding, whether or not in writing, with an acquiring person or an affiliate or associate of an acquiring person;
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(f)
|
A reclassification of securities, including, without limitation, any shares split, shares dividend, or other distribution of shares in respect of stock, or any reverse shares split, or recapitalization of a target corporation, or a merger or consolidation of a target corporation with a subsidiary of the target corporation, or any other transaction, whether or not with or into or otherwise involving an acquiring person, proposed by, or pursuant to an agreement, arrangement, or understanding, whether or not in writing, with an acquiring person or an affiliate or associate of an acquiring person, that has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of a class or series of voting shares or securities convertible into voting shares of a target corporation or a subsidiary of the target corporation that is directly or indirectly owned by an acquiring person or an affiliate or associate of an acquiring person, except as a result of immaterial changes due to fractional share adjustments; or
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(g)
|
A receipt by an acquiring person or an affiliate or associate of an acquiring person of the benefit, directly or indirectly, except proportionately as a shareholder of a target corporation, of loans, advances, guarantees, pledges, or other financial assistance or tax credits or other tax advantages provided by or through a target corporation.
|
Finally, the Anti-Takeover Statute defines
a “target corporation” as:
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(a)
|
Every domestic corporation, if:
|
(i) The corporation has a class
of voting shares registered with the SEC pursuant to Section 12 or 15 of the Securities Exchange Act; or
(ii) The corporation’s articles
of incorporation have been amended to provide that such a corporation shall be subject to the provisions of this chapter, if the
corporation did not have a class of voting shares registered with the SEC pursuant to section 12 or 15 of the Securities Exchange
Act on the effective date of that amendment; and
|
(b)
|
Every foreign corporation required to register to transact business in the State of Washington pursuant to Chapter 23B.15 and Article 5 of Chapter 23.95 of the Revised Code of Washington, if:
|
(i) The corporation has a class
of voting shares registered with the SEC pursuant to section 12 or 15 of the Securities Exchange Act;
(ii) The corporation’s principal
executive office is located in the state;
(iii) The corporation has: (A)
more than 10% of its shareholders of record resident in the state; or (B) more than 10% of its shares owned of record by state
residents; or (C) 1,000 or more shareholders of record resident in the state;
(iv) A majority of the corporation’s
employees, together with those of its subsidiaries, are residents of the state or the corporation, together with its subsidiaries,
employs more than one thousand residents of the state; and
(v) A majority of the corporation’s
tangible assets, together with those of its subsidiaries, measured by market value, are located in the state or the corporation,
together with its subsidiaries, has more than fifty million dollars’ worth of tangible assets located in the state.
Our Charter Documents.
Our charter
documents include provisions that may have the effect of discouraging, delaying or preventing a change in control or an unsolicited
acquisition proposal that a shareholder might consider favorable, including a proposal that might result in the payment of a premium
over the market price for the shares held by our shareholders. Certain of these provisions are summarized in the following paragraphs.
Effects of authorized but unissued common
stock and blank check preferred stock.
One of the effects of the existence of authorized but unissued common stock and undesignated
preferred stock may be to enable our board of directors to make more difficult or to discourage an attempt to obtain control of
our Company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management.
If, in the due exercise of its fiduciary obligations, the board of directors were to determine that a takeover proposal was not
in our best interest, such shares could be issued by the board of directors without shareholder approval in one or more transactions
that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other
rights of the proposed acquirer or insurgent shareholder group, by putting a substantial voting block in institutional or other
hands that might undertake to support the position of the incumbent board of directors, by effecting an acquisition that might
complicate or preclude the takeover, or otherwise.
In addition, our articles of incorporation
grant our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred
stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to
holders of shares of common stock. The issuance also may adversely affect the rights and powers, including voting rights, of those
holders and may have the effect of delaying, deterring or preventing a change in control of our Company.
Cumulative Voting.
Our articles of
incorporation do not provide for cumulative voting in the election of directors and accordingly do not allow holders of less than
a majority of the stock to elect some directors.
Vacancies.
Our bylaws provide that
any vacancy occurring on our board of directors may be filled by the shareholders, by the board of directors or, if the directors
in office constitute less than a quorum, by the affirmative vote of a majority of the remaining directors.
Special Meeting of Shareholders.
A special meeting of shareholders may only be called by the chairperson of the board of directors, the president or the board of
directors or by holders of at least 20% of all the votes entitled to be cast on any issue proposed to be considered at the special
meeting.
Description of Preferred Stock
Our articles of incorporation permit us
to issue up to 2,000,000 shares of preferred stock in one or more series and with rights and preferences that may be fixed or designated
by our board of directors without any further action by our shareholders. We currently have no shares of preferred stock outstanding.
Subject to the limitations prescribed in
our articles of incorporation and under Washington law, our articles of incorporation authorize the board of directors, from time
to time by resolution and without further shareholder action, to provide for the issuance of shares of preferred stock, in one
or more series, and to fix the designation, limitations, voting powers, preferences and relative rights of the shares, including
the right to convert the shares into shares of our common stock, and to fix the qualifications, limitations and restrictions thereof.
Description of Warrants
We may issue warrants for the purchase of
any of our securities, including the securities we are registering. As explained below, each warrant will entitle its holder to
purchase the securities subject to the warrant at an exercise price set forth in, or to be determined as set forth in, the related
prospectus supplement. Warrants may be issued separately or together with securities. The warrants will be issued pursuant to warrant
agreements.
The particular terms of each issue of warrants
and the warrant agreement relating to the warrants will be described in the applicable prospectus supplement, including, as applicable:
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·
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the title of the warrants;
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·
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the initial offering price;
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·
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the aggregate number of warrants and the aggregate number of securities purchasable upon exercise of the warrants;
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|
·
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if applicable, the designation and terms of the securities with which the warrants are issued, and the number of warrants issued
with each security;
|
|
·
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the date on which the right to exercise the warrants will commence and the date on which the right will expire;
|
|
·
|
if applicable, the minimum or maximum number of the warrants that may be exercised at any one time;
|
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·
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anti-dilution provisions of the warrants, if any;
|
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·
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redemption or call provisions, if any, applicable to the warrants;
|
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·
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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of
the warrants; and
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Holders of warrants will not be entitled,
solely by virtue of being holders, to vote, to consent, to receive dividends, to receive notice as shareholders with respect to
any meeting of shareholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder
of the securities purchasable upon exercise of the warrants.
In the case of debt warrants, the prospectus
supplement will contain, where appropriate, the following additional information:
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·
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the designation, aggregate principal amount, currency and terms of the debt securities that may be purchased upon exercise of the debt warrants; and
|
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·
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the designation, terms and amount of debt securities, if any, to be issued together with each of the debt warrants and the date, if any, after which the debt warrants and debt securities will be separately transferable.
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Description of Units
We may, from time to time, issue units comprised
of one or more of the other securities described in this prospectus in any combination. A prospectus supplement will describe the
specific terms of the units offered under that prospectus supplement, and any special considerations applicable to investing in
those units. You must read the applicable prospectus supplement and any applicable unit agreement for a full understanding of the
specific terms of any units. We will incorporate by reference into the registration statement of which this prospectus is a part
the form of unit agreement, including a form of unit certificate, if any, that describes the terms of the series of units we are
offering before the issuance of the related series of units. While the terms we have summarized below will generally apply to any
future units that we may offer under this prospectus, we will describe the particular terms of any series of units that we may
offer in more detail in the applicable prospectus supplement and incorporated documents. The terms of any units offered under a
prospectus supplement may differ from the terms described below.
We may issue units consisting of common
stock, preferred stock, warrants, subscription rights, debt securities or any combination thereof. Each unit will be issued so
that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the
rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that
the securities included in the unit may not be held or transferred separately, at any time, or at any time before a specified date.
We will describe in
the applicable prospectus supplement and any incorporated documents the terms of the series of units, including the following:
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·
|
the designation and terms of the units and of the securities comprising the units, including whether
and under what circumstances those securities may be held or transferred separately;
|
|
·
|
any unit agreement under which the units will be issued; and
|
|
·
|
any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of
the securities comprising the units.
|
The provisions
described in this section, as well as those described under “Description of Debt Securities,” “Description
of Common Stock,” “Description of Preferred Stock,” “Description of Warrants”
and “Description of Subscription Rights” will apply to each unit and, as applicable, to each security included
in each unit.
We may issue units
in such amounts and in such numerous distinct series as we determine.
Each unit agent will act solely as our agent
under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any
unit. A unit agent may act as our agent for more than one series of units. A unit agent will have no duty or responsibility in
case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings
at law or otherwise, or to make any demand upon us. Any holder of a unit, without the consent of the related unit agent or the
holder of any other unit, may enforce by appropriate legal action its rights as holder under any security included in the unit.
We, the unit agent, and any of their agents
may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any
purposes and as the person entitled to exercise the rights attaching to the units so requested.
Description
of Subscription Rights
We may issue subscription
rights to purchase common stock, preferred stock, debt securities or other securities. These subscription rights may be issued
independently or together with any other security offered hereby and may or may not be transferable by the shareholder receiving
the subscription rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement
with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase
any securities remaining unsubscribed for after such offering.
The applicable
prospectus supplement will describe the specific terms of any offering of subscription rights for which this prospectus is being
delivered, including the following:
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·
|
the price, if any, for the subscription rights;
|
|
·
|
the exercise price payable for each security upon the exercise of the subscription rights;
|
|
·
|
the number of subscription rights issued to each shareholder;
|
|
·
|
the number and terms of the securities which may be purchased for each subscription right;
|
|
·
|
the extent to which the subscription rights are transferable;
|
|
·
|
any other terms of the subscription rights, including the terms, procedures and limitations
relating to the exchange and exercise of the subscription rights;
|
|
·
|
the date on which the right to exercise the subscription rights shall commence, and the
date on which the subscription rights shall expire;
|
|
·
|
the extent to which the subscription rights may include an over-subscription privilege
with respect to unsubscribed securities; and
|
|
·
|
if applicable, the material terms of any standby underwriting or purchase arrangement
entered into by us in connection with the offering of subscription rights.
|
The description
in the applicable prospectus supplement of any subscription rights we offer will not necessarily be complete and will be qualified
in its entirety by reference to the applicable subscription rights certificate, which will be filed with the SEC if we offer subscription
rights.
PLAN OF DISTRIBUTION
We may offer and
sell the securities in any one or more of the following ways:
|
·
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to or through underwriters, brokers or dealers;
|
|
·
|
directly to one or more other purchasers;
|
|
·
|
through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as
agent, but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
·
|
through agents on a best-efforts basis;
|
|
·
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in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices
prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on Nasdaq or
sales made through a market maker other than on an exchange or other similar offerings through sales agents; or
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|
·
|
otherwise through any other method permitted by applicable law or a combination of any of the above methods of sale.
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In addition, we
may enter into option, share lending or other types of transactions that require us to deliver securities to an underwriter,
broker or dealer, who will then resell or transfer the securities under this prospectus. We may also enter into hedging
transactions with respect to our securities. For example, we may:
|
·
|
enter into transactions involving short sales of our securities by underwriters, brokers or dealers;
|
|
·
|
sell securities short and deliver the securities to close out short positions;
|
|
·
|
enter into option or other types of transactions that require the delivery of securities to an underwriter, broker or
dealer, who will then resell or transfer the securities under this prospectus; or
|
|
·
|
loan or pledge the securities to an underwriter, broker or dealer, who may sell the loaned securities or, in the event
of default,
sell the pledged securities.
|
We may enter
into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in
privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives,
the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by or borrowed from us or others to settle those sales
or to close out any related open borrowings of securities, and may use securities received from us in settlement of those
derivatives to close out any related open borrowings of securities. The third party in such sale transactions will be an
underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a
post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third
party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may
transfer its economic short position to investors in our securities or in connection with a concurrent offering of other
securities.
Each time we sell
securities, we will provide a prospectus supplement that will name any underwriter, dealer or agent involved in the offer and sale
of the securities. Any prospectus supplement will also set forth the terms of the offering, including:
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·
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the purchase price of the securities and the proceeds we will receive from the sale of the securities;
|
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·
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any underwriting discounts and other items constituting underwriters’ compensation;
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·
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any public offering or purchase price and any discounts or commissions allowed or re-allowed or paid to dealers;
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·
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any commissions allowed or paid to agents;
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·
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any other offering expenses;
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·
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any securities exchanges on which the securities may be listed;
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·
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the method of distribution of the securities;
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·
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the terms of any agreement, arrangement or understanding entered into with the underwriters, brokers or dealers; and
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·
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any other information we think is important.
|
If underwriters
or dealers are used in the sale, the securities will be acquired by the underwriters or dealers for their own account. We may sell
the securities from time to time in one or more transactions:
|
·
|
at a fixed price or prices,
which may be changed;
|
|
·
|
at market prices prevailing
at the time of sale;
|
|
·
|
at prices related to such
prevailing market prices;
|
|
·
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at varying prices determined
at the time of sale; or
|
Such sales may
be effected:
|
·
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in transactions on any national
securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
|
|
·
|
in transactions in the over-the-counter
market;
|
|
·
|
in block transactions in
which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the
block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the
trade;
|
|
·
|
through the writing of options; or
|
|
·
|
through other types of transactions.
|
Any
securities covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this prospectus.
The securities
may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly
by one or more of such firms. Unless otherwise set forth in the prospectus supplement, the obligations of underwriters or dealers
to purchase the securities offered will be subject to certain conditions precedent and the underwriters or dealers will be obligated
to purchase all the offered securities if any are purchased. Any public offering price and any discount or concession allowed or
re-allowed or paid by underwriters or dealers to other dealers may be changed from time to time.
The securities
may be sold directly by us or through agents as designated from time to time. Any agent involved in the offer or sale of the securities
in respect of which this prospectus is delivered will be named, and any commissions payable to such agent will be set forth in,
the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts
basis for the period of its appointment.
Offers to purchase
the securities offered by this prospectus may be solicited, and sales of the securities may be made by us directly to institutional
investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of
the securities. The terms of any offer made in this manner will be included in the prospectus supplement relating to the offer.
Some of the underwriters,
dealers or agents used by us in any offering of securities under this prospectus may be customers of, engage in transactions with,
and perform services for us or affiliates of ours in the ordinary course of business. Underwriters, dealers, agents and other persons
may be entitled to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities
Act, and to be reimbursed for certain expenses.
Subject to any
restrictions relating to debt securities in bearer form, any securities initially sold outside the United States may be resold
in the United States through underwriters, dealers or otherwise.
Any underwriters
to which offered securities are sold by us for public offering and sale may make a market in such securities, but those underwriters
will not be obligated to do so and may discontinue any market making at any time.
The anticipated
date of delivery of the securities offered by this prospectus will be described in the applicable prospectus supplement relating
to the offering.
Any broker-dealer
participating in the distribution of the securities may be deemed to be an “underwriter” within the meaning
of the Securities Act with respect to any securities such entity sells pursuant to this prospectus.
To comply with
the securities laws of some states, if applicable, the securities may be sold in these jurisdictions only through registered or
licensed brokers or dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.
There can be no assurance that we will sell
all or any of the securities offered by this prospectus.
LEGAL MATTERS
Mitchell
Silberberg & Knupp LLP,
Los Angeles, California, will pass upon the validity of the securities offered in this prospectus.
Any underwriters will also be advised about the validity of the securities and other legal matters by their own counsel, which
will be named in the prospectus supplement.
EXPERTS
Gumbiner Savett Inc.,
independent registered public accounting firm, has audited our consolidated financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2018, as set forth in their report, which is incorporated by reference in
the prospectus and elsewhere in this registration statement. Our consolidated financial statements are incorporated by
reference in reliance on the report of Gumbiner Savett Inc., given on their authority as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration
statement on Form S-3 under the Securities Act of 1933, as amended (“Securities Act”), with respect to the securities
covered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information
set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to
us and the securities covered by this prospectus, please see the registration statement and the exhibits filed with the registration
statement. The SEC maintains an internet website that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The address of the website is http://www.sec.gov.
We are subject to the information and periodic
reporting requirements of the Exchange Act and, in accordance therewith, we file periodic reports, proxy statements and other information
with the SEC. Such periodic reports, proxy statements and other information are available for inspection and copying at the website
of the SEC referred to above. We maintain a website at http://www.clearsign.com. You may access our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) or
15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically
filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not
incorporated into and are not a part of this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC and applicable law permits us to
“incorporate by reference” into this prospectus information that we have or may in the future file with or furnish
to the SEC. This means that we can disclose important information by referring you to those documents. You should read carefully
the information incorporated herein by reference because it is an important part of this prospectus. We hereby incorporate by reference
the following documents into this prospectus:
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·
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with the exception of the portions of the following filings
that are furnished rather than filed, our
Current Reports on Form 8-K filed with the SEC on January 7, 2019
,
January 10, 2019
,
January 30, 2019
,
February 12, 2019
,
March 19, 2019
,
April 2, 2019
,
April 18, 2019
,
May 13, 2019
, which was amended by
Amendment No. 1 filed with the SEC on June 5, 2019
, and
June 12, 2019
.
|
Additionally, all documents filed by us with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed
pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus and before the termination
or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement
and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus
from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated
by reference as described above will automatically update and supersede any previous information that is part of this prospectus.
Upon written or oral request, we will provide
to each person, including any beneficial owner, to whom a prospectus is delivered, without charge, a copy of any or all of the
documents incorporated by reference, other than exhibits to those documents unless the exhibits are specifically incorporated
by reference in the documents. Please send requests to ClearSign Combustion Corporation, 12870 Interurban Avenue South, Seattle,
Washington 98168, Attn: Brian Fike, Telephone: (206) 673-4848.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
|
Item 14.
|
Other Expenses of Issuance and Distribution.
|
The
following statement sets forth the expenses and costs expected to be incurred by ClearSign Combustion Corporation in connection
with the distribution of its securities being registered in this registration statement. All amounts are estimates.
SEC registration fee
|
|
$
|
6,060.00
|
|
Transfer agent’s fees and expenses
|
|
|
|
|
Legal fees and expenses
|
|
$
|
(1
|
)
|
Miscellaneous fees and expenses
|
|
$
|
(1
|
)
|
|
|
|
|
|
TOTAL
|
|
$
|
(1
|
)
|
|
(1)
|
These fees will be dependent on the type of securities offered and the number of offerings, and, therefore, cannot be estimated
at this time. In accordance with Rule 430B, additional information regarding estimated fees and expenses will be provided at the
time information as to an offering is included in a prospectus supplement.
|
|
Item 15.
|
Indemnification of Officers and Directors.
|
The following summary is qualified in its
entirety by reference to the complete text of any statutes referred to below and the amended articles of incorporation of ClearSign
Combustion Corporation, a Washington corporation.
The Company’s articles of incorporation
provide that, to the fullest extent permitted by Washington law, the Company’s directors will not be liable to the Company
or its shareholders for monetary damages. This provision, however, does not eliminate or limit liability for acts or omissions
that involve intentional misconduct or a knowing violation of law by a director, for conduct violating Revised Code of Washington
section 23B.08.310 (approval of an unlawful distribution) or for any transaction from which the director will personally receive
a benefit in money, property, or services to which the director is not legally entitled. Pursuant to section 23B.08.520 of the
Revised Code of Washington, because the Company’s articles of incorporation do not limit the obligation, the Company must
indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director
was a party because of being a director against reasonable expenses incurred by the director in connection with the proceeding.
The Company’s bylaws further provide
that each person who was, is or is threatened to be made a party to, or is otherwise involved in any threatened, pending or completed
action, suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by
reason of the fact that he or she is or was a director or officer of the Company or was serving at the Company’s request
as a director, officer, partner, trustee, employee or agent of another entity, shall be indemnified and held harmless against all
losses, claims, damages, liabilities and expenses actually and reasonably incurred or suffered in connection with the proceeding.
This indemnification right continues even after the individual has ceased to be a director or officer or to serve at the Company’s
request as a director, officer, partner, trustee, employee or agent of another entity. However, if the person indemnified initiates
the proceeding, he or she shall be entitled to indemnification only if the proceeding was authorized or ratified by the Company’s
board of directors. No indemnification will be provided for acts or omissions finally adjudged to be intentional misconduct or
a knowing violation of law, for conduct finally adjudged to be in violation of Revised Code of Washington section 23B.08.310, for
any transaction with respect to which it was finally adjudged that the indemnitee personally received a benefit in money, property
or services to which the indemnitee was not legally entitled or if the Company is otherwise prohibited by applicable law from paying
indemnification. The Company must advance expenses to an indemnitee for an indemnification obligation so long as the Company receives
an undertaking by or on behalf of the indemnitee to repay all amounts so advanced if it is determined by a final judicial decision
from which there is no further right to appeal that the indemnitee is not entitled to be indemnified.
The Company maintains liability insurance
coverage for the activities undertaken by the officers and directors in their capacities as such.
The
Company has entered into, and will enter into in the future, indemnification agreements with the individuals who serve as our officers
and directors (the “indemnified party”). Pursuant to these agreements, the Company will indemnify an indemnified party
who is made a party to, or threatened to be made party to, any proceeding by reason of the fact that the indemnified party is or
was an officer or director, or is or was serving at the Company’s request as a director, officer, employee, or agent of another
entity. The indemnification agreement requires the Company to indemnify the indemnified party against all expenses, judgments,
fines and penalties actually and reasonably incurred by him or her in connection with the defense or settlement of any such proceeding,
subject to the terms and conditions of the agreement, including a
determination that indemnification of a director indemnified
party is permissible because the director has met the applicable Standard of Conduct, as defined in the agreement
.
If so requested by the indemnified party, the Company will advance (within 10 business days of such request) all Expenses,
as defined in the agreement, to the indemnified party. If it is determined that the indemnified party is not permitted to be indemnified
under applicable law, the Company will be entitled to be reimbursed by the indemnified party for all amounts theretofore paid.
An indemnified party will not be entitled to indemnification pursuant to the indemnification agreement in connection with any proceeding
initiated by indemnified party against the Company or any director or officer of the Company unless (i) the Company has joined
in or the Board has consented to the initiation of the proceeding, (ii) the proceeding is one to enforce indemnification rights
under the indemnification agreement, or (iii) the proceeding is instituted after a Change in Control, as defined in the agreement,
and independent counsel has approved its initiation.
Item 16. Exhibits.
a) Exhibits.
*Filed herewith.
(1) Incorporated by reference from the registrant’s registration
statement on Form S-1, as amended, file number 333-177946, originally filed with the Securities and Exchange Commission on November
14, 2011.
(2) Incorporated by reference from the
registrant’s pre-effective amendment no. 2 on the registration statement on Form S-1 filed with the Securities and
Exchange Commission on February 7, 2012.
(3) Incorporated by reference from the registrant’s definitive
proxy statement on Schedule 14a filed with the Securities and Exchange Commission on April 4, 2019.
(4) Incorporated by reference from the registrant’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2019.
(5) Incorporated by reference from the registrant’s Annual Report on Form 10-K for the year ended December
31, 2014 filed with the Securities and Exchange Commission on February 26, 2015.
(6) To be filed, if necessary, after effectiveness of this registration
statement by an amendment to the registration statement or incorporated by reference to a Current Report on Form 8-K filed in connection
with an underwritten offering of the securities offered hereunder.
Item 17. Undertakings.
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(a)
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The undersigned registrant
hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933, as amended;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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provided, however
, that:
Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section
do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
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(2)
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That, for the purpose of
determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser:
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(i)
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If the registrant is relying
on Rule 430B:
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(A)
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Each prospectus filed by
the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
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(B)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933, as amended shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
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(ii)
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If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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(5)
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That, for the purpose of determining liability of the registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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(d)
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The undersigned registrant hereby undertake to file
an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by the U.S. Securities and Exchange Commission under
section 305(b)(2) of the Trust Indenture Act.
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(e)
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The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
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SIGNATURES
In accordance with the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on June 27, 2019.
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CLEARSIGN COMBUSTION CORPORATION
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By:
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/s/ Colin James Deller
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Colin James Deller, Chief Executive Officer
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SIGNATURES AND POWER OF ATTORNEY
Know All Men By These Presents, that each
person whose signature appears below constitutes and appoints Colin James Deller and Brian G. Fike, and each of them singly, as
his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments (including any pre-effective or post-effective amendments)
to this registration statement or any related registration statement that is to be effective upon filing pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the above premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
In accordance with the requirements of the
Securities Act of 1933, as amended, this registration statement was signed by the following persons in the capacities and on the
dates stated.
Dated: June 27, 2019
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/s/ Colin James Deller
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Colin James Deller
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Chief Executive Officer
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(Principal Executive Officer)
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Dated: June 27, 2019
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/s/ Brian G. Fike
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Brian G. Fike
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Interim Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Dated: June 27, 2019
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/s/ Robert T. Hoffman Sr.
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Robert T. Hoffman Sr., Director
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Dated: June 27, 2019
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/s/ Lon E. Bell
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Lon E. Bell, Director
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Dated: June 27, 2019
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/s/ Susanne Meline
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Susanne Meline, Director
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Dated: June 27, 2019
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/s/ Bruce A. Pate
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Bruce A. Pate, Director
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Dated: June 27, 2019
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/s/ James M. Simmons
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James M. Simmons, Director
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