ClearSign Technologies (CLIR) risk factors, FY2025 10-K

ClearSign Technologies's FY2025 10-K, filed Mar 31, 2026, lists 38 risk factors in 2 groups. Against the prior year's 36: 3 new, 1 dropped, 5 substantially reworded.

Risk factors listed
382 groups
New this year
3vs 36 last year
Dropped
1since the prior 10-K
Substantially reworded
5of those kept
Section length
9k wordsItem 1A

What the changes say

  • ClearSign faces delisting risks due to its stock price falling below the $1.00 minimum bid price on Nasdaq.
  • Revenue concentration remains high, with three customers accounting for 81 percent of total revenue in 2025.
  • The company enacted a reverse stock split, altering share counts, option totals, and trading price ranges.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business

    Adverse judgments or settlements in legal proceedings could materially harm our business, financial condition, operating results and cash flows

    Ordinary course legal proceedings, securities claims, and regulatory matters could divert management attention and result in significant expenses or adverse monetary damages.

  • NewRisks Related to Owning Our Securities

    The effective increase in the number of shares of our common stock available for issuance as a result of our reverse stock split could result in further dilution to our existing stockholders and have antitakeover implications

    A reverse stock split increased the pool of available unissued common shares, which may dilute existing stockholders upon issuance.

  • NewRisks Related to Owning Our Securities

    If we are unable to satisfy the continued listing requirements of the Nasdaq, our common stock could be delisted and the price and liquidity of our common stock may be adversely affected

    ClearSign received a Nasdaq deficiency letter on April 1, 2025, for failing to maintain the minimum $1.00 closing bid price, risking stock delisting.

Dropped

  • DroppedRisks Related to Our Business

    To the extent we resume our operations in China, these risks could have a material adverse effect on our business, results of operations and financial condition

Reworded

  • 67% rewrittenRisks Related to Our Business

    Changes to environmental regulations or future legislation could make our technology less desirable

    The environmental regulation risk text was retained without substantive changes to the underlying wording.

    Was: Changes to environmental regulations could make our technology less desirable

  • 46% rewrittenRisks Related to Our Business

    There are many risks we are exposed to relating to our presence and prior business activities in China

    The China business presence and legal system risk text remained identical to the prior year.

  • 39% rewrittenRisks Related to Owning Our Securities

    We have a significant number of options and restricted stock units outstanding and we may issue additional awards in the future to employees, officers, directors, independent contractors and agents. Sales of the underlying shares of common stock could adversely affect the market price of our common stock

    Updated option and RSU counts as of December 31, 2025, reflecting approximately 287 thousand options and 53 thousand RSUs post-reverse stock split.

  • 26% rewrittenRisks Related to Our Business

    Our revenue has been highly concentrated among a small number of customers, and our results of operations could be harmed if we lose a key revenue source and fail to replace it

    Updated customer concentration figures, noting that three customers represented approximately 81 percent of total revenue in 2025 compared to two customers representing 86 percent in 2024.

  • 25% rewrittenRisks Related to Owning Our Securities

    The public market for our securities is volatile. This may affect not only the ability of our investors to sell their securities, but the price at which they can sell their securities

    Adjusted historical trading price ranges to reflect the reverse stock split, showing a range of $3.50 to $117.50 per share.

All 38 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

  1. 01We are a company with a limited operating history and our future profitability is uncertain. We anticipate future losses and negative cash flows and we may never be profitable
  2. 02If we do not receive additional financing when and as needed in the future, we may not be able to continue our development and commercialization efforts and our business may fail
  3. 03Market acceptance of our technology and business is difficult to predict. If our technology does not achieve market acceptance, our business could fail
  4. 04Our efforts may never demonstrate the feasibility of our product
  5. 05Changes to environmental regulations or future legislation could make our technology less desirable67% rewritten
  6. 06We are subject to sustainability efforts risks that could adversely affect our reputation and our business and results of operations
  7. 07Our revenue has been highly concentrated among a small number of customers, and our results of operations could be harmed if we lose a key revenue source and fail to replace it26% rewritten
  8. 08Our revenue concentration may also pose credit risks which could negatively affect our cash flow and financial condition
  9. 09We may fail to adequately protect our proprietary technology, which would allow our competitors to take advantage of our research and development efforts
  10. 10We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights
  11. 11Adverse judgments or settlements in legal proceedings could materially harm our business, financial condition, operating results and cash flowsNew
  12. 12A cybersecurity incident or other technology disruptions could negatively impact our business and our relationships with customers
  13. 13We cannot guarantee that any collaborative business research and development partnership we enter into will be successful
  14. 14If we are unable to keep up with rapid technological changes, our products may become obsolete
  15. 15There are inherent dangers involved in the combustion process that utilize our technologies and products and the occurrence of any associated accident may negatively impact our business
  16. 16We depend on approval from various local, state and federal agencies to implement and operate our technology. There is no assurance that these agencies will approve our technology
  17. 17We are uncertain of our profit margins and whether such profit margins, if achieved, will be able to sustain our business
  18. 18Many of our potential competitors have greater resources, and it may be difficult to compete against them
  19. 19The loss of the services of our key management and personnel or the failure to attract additional key personnel could adversely affect our ability to operate our business
  20. 20There are many risks we are exposed to relating to our presence and prior business activities in China46% rewritten
  21. 21We cannot provide assurance that rising inflation will not adversely affect our operations
  22. 22We face an inherent risk of exposure to claims in the event that the failure, use or misuse of our products results, or is alleged to result, in death, bodily injury, property damage, or economic loss
  23. 23We cannot provide assurance that global supply-chain constraints and the threat of, or implementation of tariffs on imported or exported goods and materials will not adversely affect our commercialization efforts and business operations
  24. 24We are dependent on third-party suppliers
  25. 25Failure of third parties to manufacture quality products or provide reliable services in a timely manner could cause delays in developing, constructing, and operating our projects, which could damage our reputation, adversely affect our partner relationships or adversely affect our growth
  26. 26Macroeconomic pressures in the markets in which we operate may adversely affect our financial results
  27. 27market value of our investments and harm our financial results

Risks Related to Owning Our Securities

  1. 28The public market for our securities is volatile. This may affect not only the ability of our investors to sell their securities, but the price at which they can sell their securities25% rewritten
  2. 29There may be future sales of our common stock, or a perception that these sales could occur, which events could cause the price of our common stock to decline
  3. 30We may be required to raise additional capital by issuing new securities, which may have terms or rights superior to those of our shares of common stock, which could adversely affect the market price of our shares of common stock and our business
  4. 31We will have broad discretion as to the proceeds that we receive from the cash exercise by any holder of our outstanding warrants, and we may not use the proceeds effectively
  5. 32We have not paid dividends in the past and have no immediate plans to pay dividends
  6. 33We have a significant number of options and restricted stock units outstanding and we may issue additional awards in the future to employees, officers, directors, independent contractors and agents. Sales of the underlying shares of common stock could adversely affect the market price of our common stock39% rewritten
  7. 34The effective increase in the number of shares of our common stock available for issuance as a result of our reverse stock split could result in further dilution to our existing stockholders and have antitakeover implicationsNew
  8. 35If we are unable to satisfy the continued listing requirements of the Nasdaq, our common stock could be delisted and the price and liquidity of our common stock may be adversely affectedNew
  9. 36We have the right to issue shares of preferred stock. If we were to issue preferred stock, it is likely to have rights, preferences and privileges that may adversely affect our common stock or other securities
  10. 37Our certificate of incorporation provides for indemnification of our directors and officers to the fullest extent authorized or permitted under Delaware law, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended
  11. 38We have incurred and will incur significant costs as a result of being a public company that reports to the Securities and Exchange Commission and our management is required to devote substantial time to meet compliance obligations

Other ClearSign Technologies 10-Ks

  • FY2024 10-K risk factors
    36 risks

    ClearSign Technologies faces high revenue concentration, relying on two customers for 86% of revenue in 2024. The company has an accumulated deficit of $99.0 million and requires external financing. Operations are subject to risks in China, intellectual property protection, and combustion safety.

    Filed Mar 31, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.