SEATTLE, July 17, 2018 /PRNewswire/ -- ClearSign Combustion Corporation (Nasdaq: CLIR) ("ClearSign" or the "Company"), an emerging leader in industrial combustion technologies that improve energy and operational efficiencies, while dramatically reducing emissions, today announced it has entered into a definitive agreement with an investment group, clirSPV LLC ("clirSPV"), to raise gross proceeds of $11.7 million in a private placement of 5,213,543 common shares at a per-share price of $2.25.
The clirSPV is a single purpose vehicle formed and capitalized by a small group of experienced high net-worth and single-family office investors with the sole purpose to acquire a large equity position in ClearSign and benefit from the stock's long-term appreciation potential.
"After months of rigorous due diligence, we are convinced that ClearSign is ideally positioned to command a meaningful share of the global NOx emissions-control market with its patented, independently-validated and best-in-class Duplex technology," said Robert T. Hoffman Sr., Principal of clirSPV and Managing Partner at Princeton Opportunity Management, LLC. "We had the opportunity to speak with a number of combustion and environmental regulatory experts, who helped us verify the capabilities of Duplex and fully understand the competitive landscape. We believe the market has completely misunderstood the business model of ClearSign and its prospects. We believe that ClearSign should not be viewed or valued as an 'industrial supplier' with significant financial and human capital expenditures in its future, but rather as an 'IP licensing' company that will be able to grow both its top and bottom lines by partnering with combustion manufacturing and servicing companies throughout the globe."
Steve Pirnat, Chairman and CEO of ClearSign said, "We are pleased to have been approached unsolicited by this group for consideration and strategic investment. We believe that the capital they're providing will allow us to execute on the Company's growth plan without the distraction of future capital raises. We look forward to focusing on our expanding pipeline of commercial opportunities with new and existing customers."
ClearSign anticipates using the net proceeds from the offering to accelerate penetration of its technologies into target verticals in domestic and international markets, continue its product development efforts and for general and administrative purposes.
"We believe that ClearSign's technologies and intellectual property are capable of touching billions of dollars in Total Addressable Market. Combined with the Company's business model and our ability to buy a large number of shares at what we believe is an extremely attractive entry price, ClearSign represents one of the most compelling investment opportunities I have been involved with in my decades-long investing career," said Hoffman.
The offering is expected to close on or about July 20, 2018, subject to the satisfaction of customary closing conditions. Following the offering, clirSPV will own approximately 19.9% of the Company's common stock, the maximum allowable amount under Nasdaq Stock Market Rules, including Rule 5635(d), without requiring shareholder approval. Details of the offering will be included in a Current Report on Form 8-K filed with the Securities and Exchange Commission.
About ClearSign Combustion Corporation
ClearSign Combustion Corporation designs and develops products and technologies for the purpose of improving key performance characteristics of combustion systems, including emissions and operational performance, energy efficiency and overall cost-effectiveness. Our patented Duplex™, Duplex Plug & Play™ and Electrodynamic Combustion Control™ platform technologies enhance the performance of combustion systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, and power industries. For more information, please visit www.clearsign.com.
About clirSPV LLC
Led by veteran investor Robert T. Hoffman Sr. the SPV counts as its members successful Private Equity and other career investors; the Chairmen of two Fortune 1000 companies and other High Net Worth individuals with a combined net worth in the billions of dollars.
Cautionary note on forward-looking statements
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SOURCE ClearSign Combustion Corporation