0001104659-24-075270.txt : 20240626 0001104659-24-075270.hdr.sgml : 20240626 20240626200400 ACCESSION NUMBER: 0001104659-24-075270 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240624 FILED AS OF DATE: 20240626 DATE AS OF CHANGE: 20240626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOFFMAN Robert Thurston Sr CENTRAL INDEX KEY: 0001748409 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35521 FILM NUMBER: 241074984 MAIL ADDRESS: STREET 1: 119 WARREN AVENUE CITY: SPRING LAKE STATE: NJ ZIP: 07762 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: clirSPV LLC CENTRAL INDEX KEY: 0001747304 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35521 FILM NUMBER: 241074983 BUSINESS ADDRESS: STREET 1: 119 WARREN AVE STREET 2: 3RD FLOOR CITY: SPRING LAKE STATE: NJ ZIP: 07762-1217 BUSINESS PHONE: 7322820743 MAIL ADDRESS: STREET 1: 119 WARREN AVE STREET 2: 3RD FLOOR CITY: SPRING LAKE STATE: NJ ZIP: 07762-1217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GPclirSPV LLC CENTRAL INDEX KEY: 0001749087 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35521 FILM NUMBER: 241074982 BUSINESS ADDRESS: STREET 1: 119 WARREN AVE STREET 2: 3RD FLOOR CITY: SPRING LAKE STATE: NJ ZIP: 07762 BUSINESS PHONE: 6097311597 MAIL ADDRESS: STREET 1: 119 WARREN AVE STREET 2: 3RD FLOOR CITY: SPRING LAKE STATE: NJ ZIP: 07762 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Princeton Opportunity Management LLC CENTRAL INDEX KEY: 0001749086 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35521 FILM NUMBER: 241074981 BUSINESS ADDRESS: STREET 1: 119 WARREN AVE STREET 2: 3RD FLOOR CITY: SPRING LAKE STATE: NJ ZIP: 07762 BUSINESS PHONE: 6097311597 MAIL ADDRESS: STREET 1: 119 WARREN AVE STREET 2: 3RD FLOOR CITY: SPRING LAKE STATE: NJ ZIP: 07762 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ClearSign Technologies Corp CENTRAL INDEX KEY: 0001434524 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8023 E. 63RD PLACE, SUITE 101 CITY: TULSA STATE: OK ZIP: 74133 BUSINESS PHONE: (918) 236-6461 MAIL ADDRESS: STREET 1: 8023 E. 63RD PLACE, SUITE 101 CITY: TULSA STATE: OK ZIP: 74133 FORMER COMPANY: FORMER CONFORMED NAME: CLEARSIGN COMBUSTION CORP DATE OF NAME CHANGE: 20080507 4 1 tm2418369-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-06-24 0 0001434524 ClearSign Technologies Corp CLIR 0001748409 HOFFMAN Robert Thurston Sr 8023 E. 63RD PLACE, SUITE 101 TULSA OK 74133 0 0 1 0 0001747304 clirSPV LLC 119 WARREN AVENUE, 3RD FLOOR SPRING LAKE NJ 07762 0 0 1 0 0001749087 GPclirSPV LLC 119 WARREN AVENUE, 3RD FLOOR SPRING LAKE NJ 07762 0 0 1 0 0001749086 Princeton Opportunity Management LLC 119 WARREN AVENUE, 3RD FLOOR SPRING LAKE NJ 07762 0 0 1 0 0 Common Stock 2024-06-24 4 P 0 3350000 0.91 A 9539857 I See Footnote Common Stock 110519 I IRA Common Stock 237464 D Redeemable Warrants to Purchase Common Stock 2024-06-24 4 P 0 7039500 0.01 A Common Stock 7039500 7039500 I See Footnote Pre-Funded Warrants to Purchase Common Stock 2024-06-24 4 P 0 1343000 0.9099 A Common Stock 1343000 1343000 I See Footnote The securities reported herein were issued to clirSPV LLC ("clirSPV") pursuant to a Securities Purchase Agreement, dated as of June 24, 2024, as amended on June 26, 2024 (as amended, the "Purchase Agreement"), by and among the Issuer and clirSPV, in connection with its participation right to purchase unregistered securities of the Issuer to maintain a 19.99% ownership percentage of the Issuer's outstanding shares of common stock on terms and conditions no different than those offered to other purchasers. Pursuant to the Purchase Agreement, the Issuer issued clirSPV an aggregate of (i) 3,350,000 shares of common stock, (ii) redeemable warrants to purchase up to 7,039,500 shares of common stock and (iii) pre-funded warrants to purchase up to 1,343,000 shares of common stock. Mr. Hoffman is the managing member of GPclirSPV LLC which is the managing member of clirSPV, the owner of the shares of common stock. Mr. Hoffman disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in clirSPV. Mr. Hoffman has direct ownership of none of the shares of common stock purchased and a total direct beneficial ownership of 237,464 shares of common stock. clirSPV has direct ownership of 3,350,000 shares of common stock purchased and total direct beneficial ownership of 9,539,857 shares of common stock. GPclirSPV LLC has no direct ownership of the shares purchased and total indirect beneficial ownership of 9,539,857 shares of common stock. Princeton Opportunity Management LLC has no direct ownership of shares purchased and total indirect beneficial ownership of 9,539,857 shares of common stock. Includes 110,519 shares of common stock held in an individual retirement arrangement ("IRA"). This total reflects the effect of other transactions that have occurred since the date of Mr. Hoffman's last Form 4, including vesting of restricted stock units previously issued to Mr. Hoffman as compensation for his services as a former member of the Issuer's board of directors. The redeemable warrants are exercisable by clirSPV at any time on or after six (6) months after the date of the Purchase Agreement, or December 24, 2024, until June 24, 2029 at an exercise price per share equal to $1.05, subject to a 19.99% beneficial ownership blocker. The pre-funded warrants are exercisable by clirSPV at any time on or after the date of the Purchase Agreement, or June 24, 2024, until fully exercised at an exercise price per share equal to $0.0001, subject to a 19.99% beneficial ownership blocker. The pre-funded warrants have no expiration date /s/ Robert T. Hoffman, Sr. 2024-06-26 /s/ Robert T. Hoffman, Sr. (clirSPV LLC) 2024-06-26 /s/ Robert T. Hoffman, Sr. (GPCLIRSPV LLC) 2024-06-26 /s/ Robert T. Hoffman, Sr. (PRINCETON OPPORTUNITY MANAGEMENT LLC) 2024-06-26