Form 8-K CLEARSIGN COMBUSTION For: Nov 12

 

 

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): November 12, 2015

 

 

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))

 

 

Item 7.01 Regulation FD Disclosure

 

On November 12, 2015, ClearSign Combustion Corporation issued a press release announcing the results for the quarter ended September 30, 2015. The press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein, and the description of the press release is qualified in its entirety by reference to such Exhibit.

 

The press release is furnished under this Item 7.01 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 we make 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 dated November 12, 2015

 

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: November 12, 2015

 

	CLEARSIGN COMBUSTION CORPORATION
	By:	/s/ James N. Harmon
		James N. Harmon Chief Financial Officer

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

 

99.1

Press release dated November 12, 2015

 

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

 

ClearSign Combustion Corporation

Announces Third Quarter 2015 Results

 

 

SEATTLE, November 12, 2015 – ClearSign Combustion Corporation (NASDAQ: CLIR), an emerging provider of industrial combustion technologies that help to reduce emissions and improve efficiency, today announced its results for the quarter ended September 30, 2015.

 

“We had another encouraging quarter at ClearSign,” said Steve Pirnat, ClearSign Chairman and CEO. “We were able to celebrate our first commercial order with an existing customer after a successful trial, and have continued to add marquee customers to our list. We are gaining traction with industry validation and our technologies are receiving recognition for their advanced capabilities in process optimization and emissions reductions. We look to continue to execute on installations for our existing clients and continue to add customers in our addressable verticals,” continued Mr. Pirnat.

 

Strategic and operational highlights during and subsequent to the quarter included: 

 

·

Booked First Commercial Sale with Initial Field Demonstration Customer - Under a multi-unit, multi-year purchase option, Duplex will be retrofitted to a second once-through steam generator (OTSG) used by this Southern California-based customer for enhanced oil recovery (EOR). The order is part of a previous agreement which includes time-sensitive pricing, delivery and installation terms that, if elected, will apply to future purchases by this customer. This news marks the Company’s first commercial sale to this customer based on the success of field trials.

 

·

Installation and Operation of Duplex™ Technology at California Refinery – ClearSign and the customer are encouraged by the preliminary results achieved to date, which have shown a significant reduction in NOx emissions without the use of flue gas recirculation (FGR) or selective catalytic reduction (SCR). Additional testing leading to optimization of the technology will continue in order to reach the stated emissions and operations objectives of our customer.  Additionally, this installation was completed within the customer’s allotted downtime period and the unit was promptly returned to full production while testing continues.

 

 

·

Evaluation Agreement with Tesoro Refining and Marketing, LLC – The Company entered into an agreement with one of the largest U.S. refineries to retrofit a refinery heater in the Los Angeles area. Several performance criteria will be evaluated, including NOx emissions that meet or exceed South Coast Air Quality Management District’s (SCAQMD) ambitious NOx Reclaim Program’s goal of reducing refinery NOx emissions to half of their current level by 2020.

 

·

Selection by Delek US Holdings for Process Optimization - ClearSign will retrofit burners within a process heater at Delek’s 75,000-barrel-per-day refinery in Tyler, Texas as a trial to evaluate if ClearSign’s unique, patent-pending Duplex technology will eliminate potential flame impingement upon process tubes and reduce maintenance costs and downtime. This agreement marks ClearSign’s entrance into the Texas market and the Company’s fourth major refinery customer in recent months.

 

·

Promotion of Dr. Roberto Ruiz to Chief Operating Officer; Opening of Engineering and Sales Office in Tulsa - Previously ClearSign’s Senior Vice President of Product Development, Dr. Ruiz is a combustion industry veteran with leadership experience at leading industrial technology companies including OnQuest, Inc., John Zink Company, LLC, and the Gas Research Institute. In his new role, Dr. Ruiz will lead ClearSign’s growing field engineering and technical sales functions.

 

As a result of its ongoing research and development progress, the Company incurred losses of $1,961,000 during the quarter ended September 30, 2015, as compared to losses of $1,721,000 for the same period of 2014. The increased loss was primarily due to increased field testing of our Duplex Technology.

 

Working capital at September 30, 2015 totaled $11,578,000, including cash and cash equivalents of $12,683,000. In February 2015 the Company completed an underwritten public offering of 2,990,000 shares of common stock resulting in net proceeds of approximately $16.3 million. Shares outstanding at November 12, 2015 total 12,860,161.

 

A conference call discussing the release of the Company’s results for the third quarter ending September 30, 2015 will be held today, November 12, 2015, at 4:30 PM Eastern Time. To listen to the conference call, investors should dial 1-866-372-4653 (international: +1-412-902-4217) five to ten minutes before the scheduled start time and request to be connected to the ClearSign Combustion Corporation conference call. Click here or visit ClearSign’s Investor Relations page to listen to the call online. If you wish to listen to a replay of the conference call, you may dial 1-877-344-7529 (international: +1-412-317-0088) and enter conference ID 10076069. The replay will be available for 7 days after the conference call. 

 

 

About ClearSign Combustion Corporation 

 

ClearSign Combustion Corporation designs, develops and markets technologies that drive to improve key performance characteristics of combustion systems, including emissions and operational performance, energy efficiency and overall cost-effectiveness. Our patent-pending Duplex™ and Electrodynamic Combustion Control™ platform technologies enhance the performance of combustion systems in a broad range of markets, including the chemical, petrochemical, refinery, power and commercial boiler industries. For more information, please visit www.clearsign.com 

 

 

Cautionary note on forward-looking statements 

 

This press release includes forward-looking information and statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events that are based on management’s belief, as well as assumptions made by, and information currently available to, management. While we believe that our expectations are based upon reasonable assumptions, there can be no assurances that our goals and strategy will be realized. Numerous factors may affect our actual results and may cause results to differ materially from those expressed in forward-looking statements made by us or on our behalf. Some of these factors include the acceptance of existing and future products, the impact of competitive products and pricing, general business and economic conditions, and other factors detailed in our Annual Report on Form 10-K and other periodic reports filed with the SEC. We specifically disclaim any obligation to update or revise any forward-looking statement whether as a result of new information, future developments or otherwise. 

 

 

For further information:

 

Investor Relations: 

Matthew Selinger 

Three Part Advisors, LLC for ClearSign 

+1 817-310-8776 

 

Media: 

Kimberly Setliff 

Antenna Group for ClearSign 

+1 415-977-1942 

[email protected]

 

 

ClearSign Combustion Corporation

Statements of Operations

 

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		2015				2014				2015				2014
Operating expenses:
Research and development			815,000				673,000				2,102,000				1,836,000
General and administrative			1,154,000				1,049,000				3,269,000				3,162,000
Total operating expenses			1,969,000				1,722,000				5,371,000				4,998,000
Loss from operations			(1,969,000	)			(1,722,000	)			(5,371,000	)			(4,998,000	)
Interest income			8,000				1,000				31,000				4,000
Net Loss		$	(1,961,000	)		$	(1,721,000	)		$	(5,340,000	)		$	(4,994,000	)
Net Loss per share		$	(0.15	)		$	(0.18	)		$	(0.43	)		$	(0.53	)

 

ClearSign Combustion Corporation

Balance Sheets

 

		September 30,				December 31,
		2015				2014
ASSETS
Current Assets:
Cash and cash equivalents		$	12,683,000			$	1,845,000
Prepaid expenses			234,000				109,000
Total current assets			12,917,000				1,954,000
Fixed assets, net, and other assets			158,000				273,000
Patents and other intangible assets, net			3,248,000				2,372,000
Total Assets		$	16,323,000			$	4,599,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	370,000			$	253,000
Accrued compensation and taxes			970,000				982,000
Total current liabilities			1,340,000				1,235,000
Long-term accrued compensation and taxes			91,000				372,000
Deferred rent			24,000				33,000
Total liabilities			1,455,000				1,640,000
Stockholders’ Equity:
Common stock, 12,820,000 and 9,681,476 shares issued and
outstanding at September 30, 2015 and December 31, 2014, respectively			1,000				1,000
Additional paid-in capital			41,467,000				24,218,000
Accumulated deficit			(26,600,000	)			(21,260,000	)
Total stockholders’ equity			14,868,000				2,959,000
Total Liabilities and Stockholders’ Equity		$	16,323,000			$	4,599,000

 

 

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