ClearSign Technologies Corp (CLIR): Nasdaq/NYSE listing notice — ClearSign receives Nasdaq non-compliance notice over board independence; two directors resign

ClearSign Technologies Corp

On August 8, 2025, Nasdaq notified ClearSign it fails board independence and audit committee composition requirements due to resignations of directors de Lacy and Schrecker.
Board had no majority independent directors and audit committee only two independent directors, violating Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2)(A).
Cure period: until earlier of next annual meeting or August 4, 2026; if meeting before Feb 2, 2026, then by Feb 2, 2026.
Board decreased from six to five; Louis J. Basenese appointed to Governance Committee, G. Todd Silva to Compensation Committee.
Resignations were not due to any disagreement with the Company; ClearSign plans to appoint a new independent director.

Key facts

Extracted from this filing and checked against the source text.

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.95

ClearSign Technologies Corp received a nasdaq deficiency notice notice regarding board independence (rules 5605(b)(1), 5605(c)(2)(A)).

Exchange: nasdaq
Notice: deficiency notice
Deficiency: board independence
Rules: 5605(b)(1), 5605(c)(2)(A)

Exact text from the filing

August 8, 2025, ClearSign Technologies Corporation (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with the board of directors independence requirement set forth in Nasdaq Listing Rule 5605(b)(1) and the audit committee composition requirement set forth in Nasdaq Listing Rule 5605(c)(2)(A) (collectively, the “Nasdaq Composition Requirements”) due to the resignations of Catharine M. de Lacy and Judith S. Schrecker (as described below) from the Company’s board of di

View on SEC.gov

18 listing & compliance notices filed in the last 30 days. Browse all listing & compliance notices →

ClearSign Technologies Corp filing history →

Source: SEC EDGAR

accession 0001104659-25-075708

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.