UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
As previously disclosed, on August 8, 2025, ClearSign Technologies Corporation (the “Company”) received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with the board of directors independence requirement set forth in Nasdaq Listing Rule 5605(b)(1) and the audit committee composition requirement set forth in Nasdaq Listing Rule 5605(c)(2)(A) (collectively, the “Nasdaq Composition Requirements”) due to the resignations of Catharine M. de Lacy and Judith S. Schrecker from the Company’s board of directors (the “Board”), effective as of August 4, 2025.
On August 26, 2025, the Board held a meeting and, in light of updated materials reviewed by the Board pertinent to the independence determination of Anthony DiGiandomenico, a member of the Board, it determined that Mr. DiGiandomenico is an “independent director” under Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. As a result of such determinations, the Board appointed Mr. DiGiandomenico to the Audit and Risk Committee of the Board (the “Audit Committee”), effective immediately. In the same meeting, the Board also appointed G. Todd Silva, an “independent director” and member of the Audit Committee, as the Audit Committee’s chairperson and designated him as the committee’s “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K, effective immediately.
Subsequently, on August 28, 2025, the Company notified Nasdaq of the actions described above, and, as a result, on the same date, Nasdaq issued a letter to the Company stating that, based on the Company’s notification, it had regained compliance with the Nasdaq Composition Requirements as of such date. Notwithstanding the foregoing, the Board still intends to fill the one vacancy on the Board resulting from the resignations of Mss. de Lacy and Schrecker after taking into account the reduction in size of the Board from six to five directors effective as of August 6, 2025.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 29, 2025
| CLEARSIGN TECHNOLOGIES CORPORATION | ||
| By: | /s/ Colin James Deller | |
| Name: | Colin James Deller | |
| Title: | Chief Executive Officer | |