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): May 15, 2012

 

 

 

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 8.01          Other Events

 

On May 15, 2012, ClearSign Combustion Corporation (“we” or “our”) issued a press release announcing that our underwriter, MDB Capital Group LLC, exercised in full its over-allotment option to purchase an additional 450,000 shares of our common stock at a price of $4.00 per share, for gross proceeds of $1.8 million. The net proceeds of the over-allotment after deducting underwriting discounts and commissions and estimated offering expenses are expected to be approximately $1,642,500. With the exercise of the over-allotment option, the gross proceeds of our initial public offering total $13.8 million. The press release is included as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein. The description of the press release is qualified in its entirety by reference to such Exhibit.

 

Item 9.01          Financial Statements and Exhibits

 

Exhibit 99.1          Press release dated May 15, 2012

 

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: May 15, 2012

 

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

 

 

EXHIBIT INDEX

 

Exhibit No.	Description
99.1	Press release dated May 15, 2012