Reorganization Form 8 K

On October 1, 2024, ClearSign Technologies Corporation (the "Company") informed its employees that it was suspending its operations in China as a result of delayed progress on commercialization of its products in that geographic market and as part of the Company's efforts to align strategic priorities and to reduce operating costs. The Company's board of directors approved such action on August 22, 2024, and the affected employees were informed of this action beginning on October 1, 2024. The suspension of the Company's operations in China will involve declaring the Company's wholly-owned subsidiary dormant, which is a legal entity status available under current China law. Under this legal entity status, operational activities cease for a time period not to exceed three years. By pursuing this entity status, the Company will initiate a project to suspend current operational activities, which are estimated to cease on or before December 31, 2024. Suspension activities include disposal and shipment of certain equipment in China, the termination of 2 employees and related benefit costs, and legal entity filing fees. In connection with this action, the Company estimates that it will incur approximately $400,000 to $500,000 of costs, primarily consisting of employee termination payments, as well as equipment disposal and shipment and legal filing fees. The Company expects that these charges will be incurred primarily in the fourth quarter of 2024.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K (this "Form 8-K") contains "forward-looking statements" within the meaning established by the Private Securities Litigation Reform Act of 1995, which are identified by words such as "plans," "will," "expects," "anticipates," "may," "believes," "estimates" or "estimated, "intends," and other similar words, expressions, and formulations. This Form 8-K contains forward-looking statements regarding the timing and scope of the Company's suspension of operations in China and the amount and timing of the related charges. Many factors could affect the actual results of the suspension of the Company's operations in China, and variances from the Company's current expectations regarding such factors could cause actual results of the Company's suspension of its operations in China to differ materially from those expressed in these forward-looking statements. A detailed discussion of these and other risks and uncertainties that could cause the Company's actual results to differ materially from these forward-looking statements is included in the documents that the Company files with the U.S. Securities and Exchange Commission, including its annual report Form 10-K and quarterly reports on Form 10-Q. These forward-looking statements speak only as of the date of this Form 8-K, and the Company does not undertake any obligation to revise or update such statements, whether as a result of new information, future events, or otherwise.