SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): February 20, 2019
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 | Results of Operations and Financial Condition. |
On February 20, 2019, the Company issued a press release announcing the preliminary results of operations for the year ended December 31, 2018. The press release is included as Exhibit 99.1 to this Current Report and is incorporated by reference in its entirety into this Item 2.02.
The press release is furnished under this Item 2.02 and shall not be deemed filed with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained in the press release shall not be incorporated by reference into any filing the Company makes regardless of general incorporation language in the filing, unless expressly incorporated by reference in such filing.
Item 9.01 | Financial Statements and Exhibits |
Exhibit 99.1 | Press Release issued February 20, 2019. |
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: February 20, 2019
CLEARSIGN COMBUSTION CORPORATION | ||
By: | /s/ Brian Fike | |
Brian Fike Interim Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description |
Exhibit 99.1 | Press Release issued February 20, 2019. |
Exhibit 99.1
ClearSign Combustion Corporation Announces Preliminary Full Year 2018 Results
SEATTLE, February 20, 2019 – ClearSign Combustion Corporation (Nasdaq: CLIR) (“ClearSign” or the “Company”), an emerging leader in industrial combustion technologies that improve energy and operational efficiencies while dramatically reducing emissions, today announced its preliminary results for the full year ended December 31, 2018.
“2018 proved to be a quite a year of transition in terms of leadership and behind the scenes operational progress for ClearSign. While we have covered a lot of ground, we still have work ahead of us,” said Rob Hoffman, Interim CEO and Chairman of the Board of Directors. “Thanks to the recent leadership changes, we remain optimistic about our ability to translate the continued industry interest in our Duplex™ technology into meaningful commercial traction.”
Recent strategic and operational highlights during and subsequent to the full year 2018 include:
· | Completed Follow-On Installations in Key Business Segments: The Company successfully completed follow-on installations for customers in the once-through steam generator and flare segments. |
· | Engaged and Advanced Work with Two Supermajors: The Company engaged a second supermajor oil and gas company to evaluate and consider standardizing ClearSign's Duplex technology to existing heaters. Additionally, work with the first announced supermajor, ExxonMobil, advanced to the selection of a site for the initial paid installation. |
· | Secured Final Approval for Collaborative Project with Southern California Regulator and Refiner: The Company announced the final approval for World Oil to be a partner on the previously announced South Coast Air Quality Management District (SCAQMD) project to demonstrate CLIR’s Duplex technology as a solution to achieve ultralow emission levels in refinery process heaters and other types of fired equipment. | |
· | Refreshed Board of Directors: The Company announced the appointment of experienced investors in small capitalization and emerging technology companies, including Susanne Meline, Rob Hoffman, Jim Simmons and Bruce A. Pate to the Company's Board of Directors. Addionally Mr. Hoffman was elected to Chairman and serves as the interim CEO. | |
· | Recruited Industry Leader With Global Sales Experience as President: In January 2019, the Company named Colin James “Jim” Deller, Ph.D. as President, to transition to Chief Executive Officer in April 2019. Dr. Deller has twenty-eight years of burner experience and most recently led the Honeywell UOP Callidus burner business worldwide. | |
· | Strengthened Balance Sheet: The Company closed a $12.94 million public offering of common stock in February 2018 and an $11.7 million equity investment from clirSPV, LLC in July 2018. |
Revenue in 2018 was $530,000 compared to revenue of $540,000 for the full year 2017. The Company expects to report a net loss for 2018 of $9.5 million compared to $9.7 million a year ago.
Cash, cash equivalents and short term investments totaled $15,872,000 December 31, 2018.
Shares outstanding at December 31, 2018 total 26,697,261.
About ClearSign Combustion Corporation
ClearSign Combustion Corporation designs and develops products and technologies for the purpose of improving key performance characteristics of combustion systems, including emissions and operational performance, energy efficiency and overall cost-effectiveness. Our patented Duplex™, Duplex Plug & Play® and Electrodynamic Combustion Control™ platform technologies enhance the performance of combustion systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, and power industries. For more information, please visit www.clearsign.com.
Cautionary note on forward-looking statements
All statements in this press release that are not based on historical fact are “forward-looking statements.” You can
find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,”
“expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,”
“would,” “should,” “could,” “may,” “will” or other similar expressions.
While management has based any forward-looking statements included in this press release on its current expectations, the information
on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future
events and are subject to a number of risks, uncertainties and other factors, many of which are outside of our control, which could
cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not
limited to, general business and economic conditions, the performance of management and our employees, our ability to obtain financing,
competition, whether our technology will be accepted and other factors identified in our Annual Report on Form 10-K filed with
the Securities and Exchange Commission and available at www.sec.gov and other factors that are to be detailed in our periodic
and current reports available for review at www.sec.gov. Furthermore, we operate in a competitive environment where new
and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction
of actual results. We disclaim any intention to, and undertake no obligation to, update or revise forward-looking statements to
reflect events or circumstances that subsequently occur or of which we hereafter become aware.
For further information:
Investor Relations:
Matthew Selinger
Firm IR Group for ClearSign
+1 415-572-8152
mselinger@firmirgroup.com
Media:
Sylvester Palacios, Jr.
Pierpont Communications for ClearSign
+1 512-448-4950
spalacios@piercom.com
ClearSign Combustion Corporation and Subsidiary | ||||||
Statements of Operations | ||||||
(unaudited) |
For the year ended December 31 | ||||||||
2018 | 2017 | |||||||
Sales | $ | 530,000 | $ | 540,000 | ||||
Cost of goods sold | 427,000 | 380,000 | ||||||
Gross profit (loss) | 103,000 | 160,000 | ||||||
Operating expenses: | ||||||||
Research and development | 4,036,000 | 4,712,000 | ||||||
General and administrative | 5,689,000 | 5,160,000 | ||||||
Total operating expenses | 9,725,000 | 9,872,000 | ||||||
Loss from operations | (9,622,000 | ) | (9,712,000 | ) | ||||
Interest income, net | 55,000 | 32,000 | ||||||
Net loss | $ | (9,567,000 | ) | $ | (9,680,000 | ) | ||
Net Loss per share | $ | (0.42 | ) | $ | (0.63 | ) | ||
Balance Sheets | ||||||||
(unaudited) | ||||||||
For the year ended December 31 | ||||||||
2018 | 2017 | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 8,949,000 | $ | 1,247,000 | ||||
Short-term Investments | $ | 6,923,000 | - | |||||
Contract assets | 39,000 | 184,000 | ||||||
Prepaid expenses and other assets | 500,000 | 366,000 | ||||||
Total current assets | 16,411,000 | 1,797,000 | ||||||
Fixed assets, net, and other assets | 467,000 | 508,000 | ||||||
Patents and other intangible assets, net | 1,692,000 | 1,856,000 | ||||||
Total Assets | $ | 18,570,000 | $ | 4,161,000 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 1,080,000 | $ | 768,000 | ||||
Current portion of lease liabilities | 216,000 | 159,000 | ||||||
Accrued compensation and taxes | 341,000 | 607,000 | ||||||
Total current liabilities | 1,637,000 | 1,534,000 | ||||||
Long Term Liabilities: | ||||||||
Long term lease liabilities | 91,000 | 195,000 | ||||||
Total liabilities | 1,728,000 | 1,729,000 | ||||||
Stockholders' Equity: | ||||||||
Common stock, $0.0001 par value, 26,697,261 and 15,608,853 shares issued and | ||||||||
outstanding at December 31, 2018 and December 31, 2017, respectively | 3,000 | 2,000 | ||||||
Additional paid-in capital | 76,417,000 | 52,441,000 | ||||||
Accumulated deficit | (59,578,000 | ) | (50,011,000 | ) | ||||
Total stockholders' equity | 16,842,000 | 2,432,000 | ||||||
Total Liabilities and Stockholders' Equity | $ | 18,570,000 | $ | 4,161,000 |
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