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Equity | 6 Months Ended
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Jun. 30, 2024
Equity |
Equity | Note 7 – Equity Common Stock and Preferred Stock The Company is authorized to issue 87.5 million shares of common stock and 2.0 million shares of preferred stock. Preferences, limitations, voting powers and relative rights of any preferred stock to be issued may be determined by the Company’s Board of Directors (the “Board”). The Company has not issued any shares of preferred stock. In July 2018, in connection with a private placement of the Company’s common stock pursuant to a Stock Purchase Agreement, the Company granted clirSPV LLC (“clirSPV”) a right to purchase certain new equity securities that the Company sells for purpose of raising capital on terms and conditions no different from those offered to other purchasers (the “Participation Right”), so that clirSPV could maintain a 19.99% percentage ownership of the Company’s outstanding common stock. In no event may the Participation Right be exercised to the extent it would cause clirSPV or any of its affiliates to beneficially own 20% or more of the Company’s then outstanding common stock. ​ In May 2022, in connection with a waiver of the Participation Right’s notice requirements and other related closing mechanics for such Participation Right (the “Waiver”) the Company and clirSPV, agreed that the Participation Right may be extended from December 31, 2023, to such date that the holders of two-thirds of the outstanding units of clirSPV agree to extend each such holder’s existing agreement that he/she/it will have no right to force a redemption of his/her/its interests in clirSPV (the “Redemption Right”); provided, however, that the Participation Right could not be extended to a date later than June 30, 2027. On December 30, 2023, the Company received notice from clirSPV that the holders of at least two-thirds of the outstanding units of clirSPV agreed to extend the waiver of the Redemption Right until December 31, 2024. Accordingly, the Participation Right will now expire on December 31, 2024. ​ The Company has an At-The-Market (“ATM”) program pursuant to a Sales Agreement with Virtu Americas LLC, as sales agent, dated December 23, 2020 (the “Sales Agreement”), pursuant to which the Company may sell shares of common stock with an aggregate offering price of up to $8.7 million. On March 18, 2024, the Company filed a prospectus supplement suspending the ATM program. The Company will not make any sales of its common stock pursuant to the Sales Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect. During the six months ended June 30, 2024, the Company issued zero shares of its common stock from the ATM program. As of June 30, 2024, the Company has cumulatively issued approximately 1.6 million shares of common stock under the ATM program, at an average price of $3.84 per share. Gross proceeds totaled approximately $6.1 million and net cash proceeds was approximately $5.9 million. ​ The Company is currently subject to the SEC’s “baby shelf rules,” which prohibit companies with a public float of less than $75 million from issuing securities under a shelf registration statement in excess of one-third of such company’s public float in a 12-month period. These rules may limit future issuances of shares by the Company under our “shelf” registration statement on Form S-3, the ATM program or other securities offerings. ​ Equity Offerings ​ Public Offering ​ On April 23, 2024, we completed an underwritten public offering (the “Public Offering”), pursuant to which we sold approximately 4,621 thousand shares of our common stock and 4,621 thousand redeemable warrants (the “Public Warrants”) at a price of $0.91 per share of common stock and $0.01 for the accompanying Public Warrant. On May 15, 2024, Public Ventures, LLC (“Public Ventures”), the underwriter of the Public Offering, exercised its over-allotment option in full to purchase an additional 693 thousand shares of common stock and 693 thousand Public Warrants. After deducting customary professional service fees, the net proceeds from the Public Offering amounted to approximately $4,222 thousand. ​ Each Public Warrant has an exercise price of $1.05 per share and is exercisable for a period of five years starting from the date of its issuance. Holders of the Public Warrants are not able to exercise their warrants on a cashless basis. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s common stock. We have the option, but not the obligation, to redeem the Public Warrants anytime between issuance and expiration, at a price of $0.01 per Public Warrant, provided that the closing price of the common stock reported equals or exceeds $2.275 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) per share for any 20 business days within a 30 consecutive business-day period. ​ In connection with the Public Offering, we also issued approximately 425 thousand warrants to Public Ventures (the “Underwriter Warrants”), as consideration for the services provided as underwriter for the Public Offering. The Underwriter’s Warrants are exercisable at a per share exercise price of $1.1375 commencing 180 days from April 19, 2024, and expire on their fifth year anniversary. The Underwriter’s Warrants can be exercised on a cashless basis based on a formula set forth therein and are non-redeemable. ​ The shares of common stock and Public Warrants issued in the Public Offering have been classified and recorded as part of stockholders’ equity. The amount allocated to such instruments were based on their relative fair value, resulting in an initial carrying value for each of those instruments to be as follows: ​
​ | ​ | ​
(in thousands) | ​ | Allocated Amount
Common Stock | $ | 2,391
Public Warrants | ​ | 1,831
​ | $ | 4,222
​ In determining the fair values of the Public Warrants and Underwriter Warrants, we used a Black-Scholes option pricing model with the following assumptions: ​
​ | ​ | ​
Stock Price | $ | 0.79
Expected Volatility | ​ | 108.01%
Contractual/expected term (in years) | ​ | 5.00
Risk-free interest rate | ​ | 4.64%
Expected dividend yield | ​ | 0%
​ ​ The Underwriter Warrants issued in connection with the Public Offering have been accounted for as a direct cost of the Public Offering, resulting in no net effect to the overall stockholders’ equity. ​ The fair value of the shares of common stock issued in the Public Offering was determined using the closing price of our common stock immediately preceding the closing date of the Public Offering. ​ Private Placement ​ On April 23, 2024, we completed a private placement (the “Private Placement”) concurrent with the Public Offering noted above. As part of the Private Placement, we sold (i) approximately 2,250 thousand shares of common stock at a price of $0.91 per share of common stock; (ii) redeemable warrants to purchase up to approximately 8,108 thousand shares of our common stock (the “Private Warrants”) at a price of $0.01 per accompanying Private Warrant; and (iii) pre-funded warrants to purchase up to approximately 3,156 thousand shares of common stock (the “Private Pre-Funded Warrants”) at a price of $0.9099 per accompanying Private Pre-Funded Warrant. After deducting customary professional service fees, the net proceeds from the Private Placement amounted to approximately $4,468 thousand. ​ The Private Warrants have the same terms as the Public Warrants noted above, except that they are only exercisable six months after their issuance. ​ Each Private Pre-Funded Warrant has an exercise price of $0.0001 per share and expire when exercised in full. In accordance with the terms of the Private Pre-Funded Warrants, the Company is prohibited from effecting an exercise of any Private Pre-Funded Warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by the holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%. ​ In connection with the Private Placement, we issued approximately 432 thousand warrants to Public Ventures, as compensation for their services as our exclusive placement agent in the Private Placement (the “Placement Agent Warrants”). The terms of the Placement Agent Warrants are the same as the Underwriter Warrants noted above. ​ The shares of common stock, Private Pre-Funded Warrants and Private Warrants issued in the Private Placement have been classified and recorded as part of stockholders’ equity. The amount allocated to such instruments were based on their relative fair value, resulting in an initial carrying value for each of those instruments to be as follows: ​
​ | ​ | ​
(in thousands) | ​ | Allocated Amount
Common Stock | $ | 865
Private Pre-Funded Warrants | ​ | 1,214
Private Warrants | ​ | 2,389
​ | $ | 4,468
​ In determining the fair values of the Private Warrants, Private Pre-Funded Warrants, and Placement Agent Warrants, we used a Black-Scholes option pricing model with the following assumptions: ​
​ | ​ | ​
Stock Price | $ | 0.79
Expected Volatility | ​ | 108.01%
Contractual/expected term (in years) | ​ | 5.00
Risk-free interest rate | ​ | 4.64%
Expected dividend yield | ​ | 0%
​ The Placement Agent Warrants issued in the Private Placement have been accounted for as a direct cost of the Private Placement resulting in no net effect to the overall stockholders’ equity. ​ The fair value of the shares of common stock issued in the Private Placement was determined using the closing price of our common stock immediately preceding the closing date of the Private Placement. Participation Right Exercise ​ On June 24, 2024, in connection with the Public Offering and concurrent Private Placement noted above, clirSPV exercised its Participation Right (the “Participation Right Exercise”) and purchased (i) 3,350 thousand shares of our common stock at a price of $0.91 per share; (ii) redeemable warrants to purchase up to approximately 7,040 thousand shares of our common stock (the “Participation Right Warrants,” and together with the Public Warrants, Private Warrants, Underwriter Warrants, Placement Agent Warrants, the “Warrants”) at a price of $0.01 per accompanying Participation Right Warrant; and (iii) pre-funded warrants to purchase up to approximately 1,343 thousand shares of common stock (the “Participation Right Pre-Funded Warrants,” and together with the Private Pre-Funded Warrants, the “Pre-Funded Warrants”) at a price of $0.9099 per accompanying Participation Right Pre-Funded Warrant. After deducting customary professional service fees, the net proceeds from the Participation Right Exercise amounted to approximately $4,277 thousand. The Participation Right Warrants have the same terms as the Private Warrants noted above. ​ The Participation Right Pre-Funded Warrants have the same terms as the Pre-Funded Warrants noted above, except that, in accordance with the terms of the Participation Right Pre-Funded Warrants, the Company is prohibited from effecting an exercise that would result in beneficial ownership exceeding 19.99%. ​ The shares of common stock, Participation Right Pre-Funded Warrants, and Participation Right Warrants issued in the Participation Right have been classified and recorded as part of stockholders’ equity. The amount allocated to such instruments were based on their relative fair value, resulting in an initial carrying value for each of those instruments to be as follows: ​
​ | ​ | ​
(in thousands) | ​ | Allocated Amount
Common Stock | $ | 1,447
Participation Right Pre-Funded Warrants | ​ | 580
Participation Right Private Warrants | ​ | 2,250
​ | $ | 4,277
​ ​ In determining the fair values of the Participation Right Warrants and Participation Right Pre-Funded Warrants, the Company used a Black-Scholes option pricing model with the following assumptions: ​
​ | ​ | ​
Stock Price | $ | 0.65
Expected Volatility | ​ | 108.01%
Contractual/expected term (in years) | ​ | 5.00
Risk-free interest rate | ​ | 4.25%
Expected dividend yield | ​ | 0%
​ The fair value of the shares of common stock issued in connection with the Participation Right Exercise was determined using the closing price of the Company’s common stock immediately preceding the closing date of the Participation Right Exercise. Warrants & Pre-Funded Warrants ​ The following table summarizes the Warrants (as defined above) and Pre-Funded Warrants (as defined above) activity and outstanding balance as of June 30, 2024, along with the associated weighted average exercise price and weighted average remaining life. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Warrants | ​ | Pre-Funded Warrants1
(in thousands, except per share data) | ​ | Number | ​ | Wtd. Avg. Exercise Price | ​ | Wtd. Avg. Remaining Life (in years) | ​ | Number | ​ | Wtd. Avg. Exercise Price
Beginning Balance | ​ | — | ​ | — | ​ | — | ​ | — | ​ | —
Granted | ​ | 21,319 | $ | 1.0535 | ​ | 5.24 | ​ | 4,499 | $ | 0.0001
Exercised | ​ | — | ​ | — | ​ | — | ​ | — | ​ | —
Forfeited/Expired | ​ | — | ​ | — | ​ | — | ​ | — | ​ | —
Outstanding at Period End | ​ | 21,319 | $ | 1.0535 | ​ | 5.24 | ​ | 4,499 | $ | 0.0001
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(1) Pre-Funded warrants have no expiration date and only expire when exercised in full.
​ Equity Incentive Plan On June 17, 2021, the Company's shareholders approved and the Company adopted the ClearSign Technologies Corporation 2021 Equity Incentive Plan (the “2021 Plan”) which permits the Company to grant incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares, to eligible participants, which includes employees, directors and consultants. The Board’s Human Capital and Compensation Committee (the “Compensation Committee”) is authorized to administer the 2021 Plan. ​ The 2021 Plan provides for an annual increase in available shares equal to the lesser of (i) 10% of the aggregate number of shares of common stock issued by the Company in the prior fiscal year; or (ii) such number provided by the Compensation Committee; provided, however, that the total cumulative increase in the number of shares available for issuance pursuant to this automatic share increase shall not exceed 400 thousand shares of common stock. In 2024, the Board did not exercise their right to limit the automatic increase. Accordingly, the 2021 Plan share reserve increased by 66 thousand shares. ​ Ending balances for the 2021 Plan is as follows: ​
​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31,
(in thousands) |  | 2024 |  | 2023
Outstanding options and restricted stock units |  | 3,339 |  | 3,430
Reserved but unissued shares under the Plan | ​ | 1,862 | ​ | 2,302
Total authorized shares under the Plan |  | 5,201 |  | 5,732
​ Stock Options ​ Under the terms of the 2021 Plan, incentive stock options and nonstatutory stock options must have an exercise price at or above the fair market value on the date of the grant. At the time of grant, the Company will determine the period within which the option may be exercised and will specify any conditions that must be satisfied before the option vests and may be exercised. The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. ​ As permitted by SEC Staff Accounting Bulletin (“SAB”) 107, management utilized the simplified approach to estimate the expected term of the options, which represents the period of time that options granted are expected to be outstanding. Expected volatility has been determined through the Company’s historical stock price volatility. The Company has not made an estimate of forfeitures at the time of the grant, but rather accounts for forfeitures at the time they occur. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield in effect at the time of grant. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. ​ Equity Incentive Plan Options ​ Compensation expense associated with stock option awards for the three and six months ended June 30, 2024 totaled $28 thousand and $50 thousand, respectively. Compensation expense associated with stock option awards for the three and six months ended June 30, 2023 totaled $46 thousand and $90 thousand, respectively. ​ A summary of the Company’s 2011 Equity Incentive Plan and the 2021 Plan stock option activity and changes is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30,
​ | ​ | 2024
(in thousands, except per share data) | ​ | Options to Purchase Common Stock | ​ | Weighted Average Exercise Price | ​ | Weighted Average Remaining Contractual Life (in years)
Outstanding at beginning of year |  | 2,759 | ​ | $ | 2.07 |  | 5.38
Granted |  | — | ​ | $ | — |  | —
Exercised |  | — | ​ | $ | — |  | —
Forfeited/Expired |  | (102) | ​ | $ | 0.88 |  | —
Outstanding at end of period |  | 2,657 | ​ | $ | 2.11 |  | 5.08
Exercisable at end of period |  | 1,947 | ​ | $ | 1.75 |  | 4.65
​ The estimated aggregate pretax intrinsic value of the Company’s outstanding vested stock options at June 30, 2024 is $19 thousand. The intrinsic value is the difference between the Company’s common stock price and the option exercise prices multiplied by the number of in-the-money options. This amount changes based on the fair value of the Company’s common stock. ​ At June 30, 2024, there was $357 thousand of total unrecognized compensation cost related to non-vested stock option-based compensation arrangements. Vesting criteria ranges from time-based to performance-based. The Company records costs for time-based arrangements ratably across the timeframe, whereas performance-based arrangements require management to continually evaluate predetermined goals against actual circumstances. ​ Inducement Options ​ During the year ended December 31, 2023, the Company granted non-qualified stock options to its Chief Technology Officer to purchase an aggregate of 150 thousand shares of common stock with an exercise price of $0.91 as a material inducement to accept employment with the Company. These inducement options vest in three equal installments, with one third of the option vesting on the grant date, and each remaining third vesting on the second and third anniversaries of the grant date, subject to continued employment with the Company. The fair value of these options were estimated on the grant date using the Black-Scholes valuation model, which resulted in $112 thousand. The compensation expense recognized for these awards for the three and six months ended June 30, 2024, was $10 thousand and $19 thousand, respectively. During the three and six months ended June 30, 2023, compensation expense for these options was zero. ​ These inducement options were granted outside of the 2021 Plan and in accordance with the employment inducement exemption provided under Nasdaq Listing Rule 5635(c)(4). ​ Restricted Stock Units The Company awards employees and directors restricted stock units (“RSUs”) in lieu of cash payment for compensation. These awards are granted from the 2021 Plan. Employee vesting criteria is time based, and compensation expense is recognized ratably across the timeframe. The Company pays payroll withholding taxes on behalf of the employee at vesting, and withholds shares from the employee’s award to cover the taxes payable. The Company’s accrued reserve for RSU share-based compensation is $29 thousand and $9 thousand for the six months ended June 30, 2024 and 2023, respectively. Director vesting criteria is contingent upon the occurrence of one of four future events, which the Company cannot predict or control. Therefore, compensation expense for director RSUs is not recognized until one of these four future events occur, which is in accordance with FASB ASC, Topic 718, Compensation-Stock Compensation, (“ASC 718”). Total unrecognized compensation expense for director services as of June 30, 2024 was $426 thousand. Director compensation is earned on a quarterly basis with the target value of compensation set at $79 thousand per quarter, assuming four directors; one lead independent director; one chair for each committee; and two committee members for each of the three committees. A summary of the Company’s RSUs activity and changes is as follows: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30,
​ | ​ | 2024
(in thousands, except per share data) | ​ | Number of Shares | ​ | Weighted Average Grant Date Fair Value
Nonvested at beginning of period |  | 671 | ​ | $ | 1.05
Granted |  | 334 | ​ | $ | 1.04
Vested |  | (323) | ​ | $ | 1.08
Forfeited | ​ | — | ​ | $ | —
Nonvested at end of period |  | 682 | ​ | $ | 1.03
​ A summary of the Company’s RSU compensation expense is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | For the Three Months Ended | ​ | For the Six Months Ended
​ | June 30, | ​ | June 30,
(in thousands, except per share data) | 2024 | 2023 | ​ | 2024 |  | 2023
Compensation Expense | $ | 306 | $ | 13 | ​ | $ | 342 | $ | 212 | ​
Weighted Average Value Per Share | $ | 1.36 | $ | 0.79 | ​ | $ | 1.32 | $ | 1.23 | ​
​ Stock Awards ​ The Company awards employees stock in lieu of cash payment for compensation, typically to satisfy accrued bonus compensation. The awards are granted from the 2021 Plan. ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Six Months Ended
​ | ​ | June 30,
(in thousands, except per share data) |  | 2024 |  | 2023
Fair value | ​ | $ | 326 | ​ | $ | 234
Weighted Average Value Per Share | ​ | $ | 1.06 | ​ | $ | 0.79
​ For the three months ended for June 30, 2024 and 2023, the Company issued zero stock awards respectively. ​ Consultant Stock Plan ​ The 2013 Consultant Stock Plan (the “Consultant Plan”) provides for the granting of shares of common stock to consultants who provide services related to capital raising, investor relations, and making a market in or promoting the Company’s securities. The Company’s officers, employees, and Board members are not entitled to receive grants from the Consultant Plan. The Compensation Committee is authorized to administer the Consultant Plan and establish the grant terms. The Consultant Plan provides for quarterly increases in the available number of authorized shares equal to the lesser of 1% of any new shares issued by the Company during the quarter immediately prior to the adjustment date or such lesser amount as the Board shall determine. ​ The Consultant Plan activity and change is as follows: ​
​ | ​ | ​ | ​
​ | ​ | June 30,
(in thousands) |  | 2024
Reserved but unissued shares at beginning of period | ​ | ​ | 188
Increases in the number of authorized shares | ​ | ​ | 115
Grants | ​ | ​ | (8)
Reserved but unissued shares at end of period | ​ |  | 295
​ The Consultant Plan compensation expense is summarized as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | For the Three Months Ended | ​ | For the Six Months Ended
​ | June 30, | ​ | June 30,
(in thousands, except per share data) | 2024 |  | 2023 |  | 2024 |  | 2023
Compensation Expense | $ | 3 | ​ | $ | 2 | ​ | $ | 6 | ​ | $ | 5
Weighted Average Value Per Share | $ | 0.81 | ​ | $ | 0.66 | ​ | $ | 0.81 | ​ | $ | 0.66
​

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