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