ClearSign Technologies Corp — Capital/Financing Update 2012

Apr 25, 2012

8-K 1 v310639_8k.htm FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 24, 2012

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CLEARSIGN COMBUSTION CORPORATION

(Exact name of registrant as specified in Charter)

Washington	001-35521	26-2056298
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

12870 Interurban Avenue South

Seattle, Washington 98168

(Address of Principal Executive Offices)

206-673-4848

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

¨ Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

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Item 8.01 Other Events

On April 24, 2012, ClearSign Combustion Corporation (“we”) issued a press release announcing the pricing on April 24, 2012 of an underwritten public offering of 3,000,000 shares of its common stock at a price of $4.00 per share. The gross proceeds from the offering are expected to be $12 million. We have also granted the underwriter a 45-day option to purchase up to an additional 450,000 shares of our common stock to cover over-allotments, if any. If the total over-allotment is exercised, we expect gross proceeds from the offering to be $13.8 million. The press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Press release dated April 24, 2012

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 25, 2012

CLEARSIGN COMBUSTION CORPORATION
By:	/s/ James N. Harmon
	James N. Harmon
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No. Description

99.1 Press release dated April 24, 2012