Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on April 19, 2024, ClearSign Technologies Corporation (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with an accredited investor ("Private Purchaser") whereby the Company agreed to issue shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), or pre-funded warrants to purchase Common Stock in lieu thereof, and redeemable warrants to purchase shares of Common Stock, in a private placement (the "Concurrent Private Offering") for aggregate gross proceeds of approximately $5,000,000 to be consummated concurrently with an underwritten public offering.

On April 22, 2024, the Company and the Private Purchaser entered into an Amendment to the Securities Purchase Agreement (the "Amendment") to provide for, among other things, a revised allocation of the Private Purchaser's subscription between shares of Common Stock and pre-funded warrants to purchase Common Stock in lieu thereof. Pursuant to the Amendment, the Private Purchaser has subscribed for: (i) 2,249,763 shares of Common Stock (the "Private Shares"), (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 3,155,642 shares of Common Stock (the "Pre-Funded Warrant Shares") and (iii) redeemable warrants (the "Private Warrants") to purchase up to 8,108,106 shares of Common Stock. The Pre-Funded Warrants are each exercisable for one share of Common Stock at an exercise price of $0.0001 per share and will expire when exercised in full. The Company is prohibited from effecting an exercise of any 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%. Except as otherwise expressly provided for in the Amendment, the Securities Purchase Agreement remains in full force and effect.

The Concurrent Private Offering is expected to close on April 23, 2024, subject to the satisfaction of customary closing conditions.

The foregoing description of the Amendment and Pre-Funded Warrants is not complete and is qualified in its entirety by reference to the full text of such documents, forms of which are filed herewith as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K (this "Form 8-K") and are incorporated by reference herein. Additionally, the foregoing description of the Securities Purchase Agreement and Private Warrants is not complete and is qualified in its entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.4 and 4.3, respectively, to the Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on April 19, 2024.