Exhibit 99.2 Transcript of ClearSign Technologies Corporation 2Q 2025 Earnings Conference Call August 14, 2025 Participants Matthew Selinger - Investor Relations, Firm IR Group Brent Hinds - Chief Financial Officer, ClearSign Technologies Corporation Jim Deller - Chief Executive Officer, ClearSign Technologies Corporation Analysts Presentation Welcome to the ClearSign Technologies 2Q 2025 Earnings Conference Call. At this time, all participants have been placed on a listen- only mode, and we will open the f ...

Group 1: Earnings Performance - ClearSign Technologies reported a quarterly loss of $0.03 per share, better than the Zacks Consensus Estimate of a loss of $0.04, representing an earnings surprise of +25.00% [1] - The company posted revenues of $0.13 million for the quarter ended June 2025, missing the Zacks Consensus Estimate by 79.22%, compared to year-ago revenues of $0.05 million [2] - Over the last four quarters, ClearSign has surpassed consensus EPS estimates two times and topped consensus revenue estimates just once [2] Group 2: Stock Performance and Outlook - ClearSign shares have lost about 59.4% since the beginning of the year, while the S&P 500 has gained 10% [3] - The company's earnings outlook and management's commentary on the earnings call will be crucial for the stock's immediate price movement [3][4] - The current consensus EPS estimate for the coming quarter is -$0.03 on $1.43 million in revenues, and -$0.14 on $4.5 million in revenues for the current fiscal year [7] Group 3: Industry Context - The Industrial Services industry, to which ClearSign belongs, is currently in the top 23% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8] - Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact ClearSign's stock performance [5][6]

ClearSign (CLIR) Q2 2025 Earnings Call August 14, 2025 05:00 PM ET Speaker0Good afternoon. Welcome to the ClearSign Technologies 2Q twenty twenty five Earnings Conference Call. At this time, all participants have been placed on a listen only mode, and we will open the floor for your questions and comments after the presentation. You may press star zero on your telephone keypad. It is now my pleasure to turn the floor over to your host, Matthew Selinger.Please go ahead.Speaker1Good afternoon and thank you, o ...

PART I - FINANCIAL INFORMATION This section details unaudited financial statements and management's analysis for periods ending June 30, 2025, and December 31, 2024 [Item 1. Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28unaudited%29) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations and comprehensive loss, statements of stockholders' equity, and statements of cash flows, along with their accompanying notes, for the periods ended June 30, 2025, and December 31, 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20and%20December%2031%2C%202024) This section presents the company's financial position as of June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :-------------------------------- | :------------ | :---------------- | :--------- | :--------- | | Cash and cash equivalents | $12,339 | $14,035 | $(1,696) | -12.08% | | Total current assets | $13,182 | $14,848 | $(1,666) | -11.22% | | Total Assets | $14,231 | $15,916 | $(1,685) | -10.59% | | Total current liabilities | $3,702 | $2,039 | $1,663 | 81.56% | | Contract liabilities | $1,675 | $73 | $1,602 | 2194.52% | | Total liabilities | $3,817 | $2,152 | $1,665 | 77.37% | | Total stockholders' equity | $10,414 | $13,764 | $(3,350) | -24.34% | | Accumulated deficit | $(102,772) | $(99,016) | $(3,756) | 3.79% | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section details the company's financial performance for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $133 | $45 | $534 | $1,147 | | Cost of goods sold | $78 | $3 | $283 | $668 | | Gross profit | $55 | $42 | $251 | $479 | | Research and development | $247 | $402 | $694 | $683 | | General and administrative | $1,646 | $1,777 | $3,652 | $3,185 | | Total operating expenses | $1,893 | $2,179 | $4,346 | $3,868 | | Loss from operations | $(1,838) | $(2,137) | $(4,095) | $(3,389) | | Total other income, net | $158 | $265 | $339 | $409 | | Net loss | $(1,680) | $(1,872) | $(3,756) | $(2,980) | | Net loss per share - basic and fully diluted | $(0.03) | $(0.04) | $(0.07) | $(0.07) | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section outlines changes in stockholders' equity for the three and six months ended June 30, 2025 and 2024 Stockholders' Equity Changes (in thousands) | Metric | Balances at Dec 31, 2024 | Balances at Mar 31, 2025 | Balances at June 30, 2025 | | :-------------------------------- | :----------------------- | :----------------------- | :------------------------ | | Common Stock Shares | 50,286 | 52,423 | 52,426 | | Common Stock Amount | $5 | $5 | $5 | | Additional Paid-In Capital | $112,796 | $113,148 | $113,202 | | Accumulated Deficit | $(99,016) | $(101,092) | $(102,772) | | Total Stockholders' Equity | $13,764 | $12,040 | $10,414 | - The accumulated deficit **increased** from **$(99,016) thousand** at December 31, 2024, to **$(102,772) thousand** at June 30, 2025, **primarily due to** net losses incurred during the period[10](index=10&type=chunk) - In the six months ended June 30, 2024, the company issued common stock and warrants through public and private offerings, and participation right exercises, **significantly increasing** additional paid-in capital[11](index=11&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section presents the cash flow activities for the six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Cash Flows (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(1,622) | $(2,525) | | Net cash used in investing activities | $(57) | $(117) | | Net cash provided by (used in) financing activities | $(17) | $12,936 | | Net change in cash and cash equivalents | $(1,696) | $10,290 | | Cash and cash equivalents, beginning of period | $14,035 | $5,684 | | Cash and cash equivalents, end of period | $12,339 | $15,974 | - The **significant cash inflow** from financing activities in 2024 was **primarily due to** proceeds from the issuance of common stock, net of offering costs[14](index=14&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [Note 1 – Organization and Description of Business](index=9&type=section&id=Note%201%20%E2%80%93%20Organization%20and%20Description%20of%20Business) ClearSign Technologies Corporation designs and develops products for decarbonization and improving industrial/commercial combustion systems, primarily using its patented ClearSign Core™ technology. The company operates as a single 'Combustion' segment and has filed for dormancy of its Beijing, China operations effective March 12, 2025. All revenues for the reported periods were generated from U.S. customers - **ClearSign designs and develops products** for decarbonization and improving key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety, and overall cost-effectiveness[15](index=15&type=chunk) - The company's primary technology is **ClearSign Core™**, which achieves **very low emissions** without selective catalytic reduction[15](index=15&type=chunk) - **ClearSign operates in one operating and reportable segment**, the 'Combustion' segment[18](index=18&type=chunk) - The company filed for dormancy with Chinese regulators to suspend its Beijing, China operations, **effective March 12, 2025**, allowing revival within three years with minimal cost[16](index=16&type=chunk)[28](index=28&type=chunk) - Customers in the United States **accounted for 100% of revenues** during the three and six months ended June 30, 2025 and 2024[21](index=21&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the basis of presentation for the unaudited condensed consolidated financial statements, prepared in accordance with SEC rules for Form 10-Q. It details the use of estimates, consolidation principles, expensing of research and development costs, and the status of foreign operations. The company is currently assessing the impact of recently issued FASB Accounting Standards Updates (ASUs) on income tax disclosures, expense disaggregation, and share-based compensation - The unaudited condensed consolidated financial statements are prepared in accordance with **SEC rules for Form 10-Q**, condensing certain GAAP information and footnote disclosures[22](index=22&type=chunk) - **Research and development costs**, including salaries, benefits, share-based compensation, consumables, and consulting fees, are **expensed as incurred**[26](index=26&type=chunk) Foreign Operations Assets (in thousands) | Entity | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | ClearSign Asia Limited | ~$170 | ~$145 | - The dormancy filing for the Beijing, China operations became **effective March 12, 2025**[28](index=28&type=chunk) - The company is assessing the impact of **ASU 2023-09** (Income Tax Disclosures, **effective Jan 1, 2025**), **ASU 2024-03** (Expense Disaggregation Disclosures, **effective after Dec 15, 2026**), and **ASU 2025-04** (Share-Based Consideration to Customers, **effective Jan 1, 2027**) on its financial statements[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) [Note 3 – Fixed Assets, Net](index=13&type=section&id=Note%203%20%E2%80%93%20Fixed%20Assets%2C%20Net) This note provides a breakdown of fixed assets, net, and related depreciation. It also details the company's operating leases for office spaces in Tulsa, Seattle, and Beijing, including a recent renewal of the Beijing lease which increased right-of-use assets and lease liabilities Fixed Assets, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Office furniture and equipment | $103 | $99 | | Leasehold improvements | $43 | $43 | | Accumulated depreciation and amortization | $(97) | $(85) | | Operating lease ROU assets, net | $202 | $181 | | **Total Fixed Assets, Net** | **$251** | **$238** | Depreciation Expense (in thousands) | Period | 2025 | 2024 | | :-------------------- | :--- | :--- | | Three months ended June 30 | $7 | $4 | | Six months ended June 30 | $12 | $11 | - In May 2025, the company renewed its Beijing, China lease for **24 months**, resulting in a **$68 thousand increase** in right-of-use (ROU) asset and lease liability[34](index=34&type=chunk) Operating Lease Information (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Operating lease ROU assets, net | $202 | $181 | | Current lease liabilities | $93 | $75 | | Long term lease liabilities | $115 | $113 | | Total lease liabilities | $208 | $188 | | Weighted average remaining lease term (in years) | 2.2 | 2.6 | | Weighted average discount rate | 4.4% | 5.3% | [Note 4 – Patents and Other Intangible Assets](index=16&type=section&id=Note%204%20%E2%80%93%20Patents%20and%20Other%20Intangible%20Assets) This note summarizes the company's patents and other intangible assets, including issued and pending patents, and registered trademarks. It provides details on amortization expense and the company's ongoing strategy to pursue and protect its intellectual property Patents and Other Intangible Assets, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Patents pending | $377 | $346 | | Issued patents | $1,056 | $1,034 | | Registered trademarks | $86 | $86 | | Accumulated amortization | $(729) | $(644) | | **Total Patents and Other Intangible Assets, Net** | **$798** | **$830** | Amortization Expense (in thousands) | Period | 2025 | 2024 | | :-------------------- | :--- | :--- | | Three months ended June 30 | $43 | $42 | | Six months ended June 30 | $85 | $80 | Future Amortization Expense (in thousands) | Year | Amount | | :-------------------- | :----- | | 2025 (remaining) | $75 | | 2026 | $130 | | 2027 | $106 | | 2028 | $70 | | 2029 | $30 | | Thereafter | $2 | | **Total** | **$413** | - The company intends to continue pursuing intellectual property protection and will **impair intangible assets** that do not directly align with its core technology[44](index=44&type=chunk) [Note 5 – Revenue, Contract Assets and Contract Liabilities](index=18&type=section&id=Note%205%20%E2%80%93%20Revenue%2C%20Contract%20Assets%20and%20Contract%20Liabilities) This note details the company's revenue recognition from customer contracts, which typically involve product shipment, burner performance tests, and engineering design. Revenues for Q2 2025 were primarily from spare parts and a boiler burner, while YTD 2025 also included a Computational Fluid Dynamic (CFD) analysis. Contract liabilities significantly increased from December 31, 2024, to June 30, 2025 - Revenues for the three months ended June 30, 2025, were **$133 thousand**, predominantly from spare parts orders and delivery of a boiler burner to a repeat customer[46](index=46&type=chunk) - Revenues for the six months ended June 30, 2025, were **$534 thousand**, predominantly from spare parts orders, sales of boiler burners, and the successful completion of a Computational Fluid Dynamic (CFD) analysis[47](index=47&type=chunk) Contract Assets and Liabilities (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Contract assets | $268 | $194 | | Contract liabilities | $1,675 | $73 | - Of the **$73 thousand** contract liabilities balance at December 31, 2024, the company recognized revenue of **$10 thousand** and **$33 thousand** during the three and six months ended June 30, 2025, respectively[50](index=50&type=chunk) [Note 6 – Product Warranties](index=18&type=section&id=Note%206%20%E2%80%93%20Product%20Warranties) This note provides a summary of the company's warranty liability activity. The warranty liability decreased from $471 thousand at the beginning of the year to $331 thousand at June 30, 2025, primarily due to payments and settlements Warranty Liability Activity (in thousands) | Metric | 2025 | | :-------------------------------- | :--- | | Warranty liability at beginning of year | $471 | | Accruals | $46 | | Payments | $(162) | | Changes related to expirations and settlements | $(24) | | **Warranty liability at end of period** | **$331** | [Note 7 – Equity](index=20&type=section&id=Note%207%20%E2%80%93%20Equity) This note details the company's equity structure, including common and preferred stock, warrants, pre-funded warrants, and equity incentive plans. It covers the authorization and issuance of shares, the termination of a previous At-The-Market (ATM) program and the establishment of a new one, and the compensation expense related to stock options, restricted stock units (RSUs), and stock awards. It also notes recent director resignations - The company is **authorized to issue 87.5 million shares** of common stock, with **52,426,282 shares issued and outstanding** at June 30, 2025[52](index=52&type=chunk)[7](index=7&type=chunk) - A **new At-The-Market (ATM) program** was entered into with H.C. Wainwright & Co., LLC on **July 17, 2025**, allowing the sale of common stock with an aggregate offering price of up to **$10.39 million**[53](index=53&type=chunk)[112](index=112&type=chunk) - The previous ATM program with Virtu Americas LLC was **terminated effective July 12, 2025**[53](index=53&type=chunk)[111](index=111&type=chunk) Outstanding Warrants and Pre-Funded Warrants (in thousands, except per share data) | Metric | Warrants (Number) | Warrants (Wtd. Avg. Exercise Price) | Pre-Funded Warrants (Number) | Pre-Funded Warrants (Wtd. Avg. Exercise Price) | | :-------------------------------- | :---------------- | :---------------------------------- | :--------------------------- | :----------------------------------- | | Beginning Balance | 21,295 | $1.0535 | 4,499 | $0.0001 | | Exercised | (23) | $1.0500 | (1,703) | $0.0001 | | **Outstanding at Period End (June 30, 2025)** | **21,272** | **$1.0535** | **2,796** | **$0.0001** | - The 2021 Equity Incentive Plan share reserve **increased by 400 thousand shares** in 2025[60](index=60&type=chunk) Equity Incentive Plan Options Compensation Expense (in thousands) | Period | 2025 | 2024 | | :-------------------- | :--- | :--- | | Three months ended June 30 | $17 | $28 | | Six months ended June 30 | $38 | $50 | - **Total unrecognized compensation cost** related to non-vested stock option-based compensation arrangements was **$249 thousand** as of June 30, 2025[66](index=66&type=chunk) - **Total unrecognized compensation expense** for employee Restricted Stock Units (RSUs) was **$266 thousand**, and for director RSUs was **$743 thousand**, as of June 30, 2025[70](index=70&type=chunk)[71](index=71&type=chunk) RSU Share-based Compensation Expense (in thousands) | Period | 2025 | 2024 | | :-------------------- | :--- | :--- | | Three months ended June 30 | $34 | $306 | | Six months ended June 30 | $66 | $342 | - Three directors (David M. Maley, Judith S. Schrecker, Catharine M. de Lacy) **resigned or did not stand for re-election** in May and August 2025[72](index=72&type=chunk) [Note 8 – Net Loss per Common Share](index=27&type=section&id=Note%208%20%E2%80%93%20Net%20Loss%20per%20Common%20Share) This note explains the calculation of basic and diluted net loss per common share, noting that pre-funded warrants are included in the computation. It also lists potentially dilutive securities, such as stock options, restricted stock units, and warrants, that were excluded from diluted net loss per share because their inclusion would be anti-dilutive Net Loss Per Share - Basic and Fully Diluted | Period | 2025 | 2024 | | :-------------------- | :----- | :----- | | Three months ended June 30 | $(0.03) | $(0.04) | | Six months ended June 30 | $(0.07) | $(0.07) | - Pre-funded warrants are considered outstanding common shares and are **included in the computation of basic net loss per share**[78](index=78&type=chunk) Potentially Dilutive Securities Excluded from Diluted Net Loss Per Share (in thousands) | Security Type | June 30, 2025 | June 30, 2024 | | :-------------------- | :------------ | :------------ | | Stock Options | 2,888 | 3,148 | | Restricted Stock Units | 1,077 | 682 | | Warrants | 21,272 | 21,319 | | **Total shares excluded** | **25,237** | **25,149** | [Note 9 – Commitments and Contingencies](index=28&type=section&id=Note%209%20%E2%80%93%20Commitments%20and%20Contingencies) This note states that the company is not currently involved in any material legal proceedings or claims that are expected to have a material adverse effect on its business, financial condition, or operating results. It also mentions the company's indemnification agreements with its directors and officers - The company is **not a party to any material pending legal proceedings or claims** that are believed to have a material adverse effect on its business, financial condition, or operating results[80](index=80&type=chunk) - **Indemnification agreements are maintained** with directors and officers[81](index=81&type=chunk) [Note 10 – Government Assistance](index=28&type=section&id=Note%2010%20%E2%80%93%20Government%20Assistance) This note details government assistance received, primarily from a Department of Energy (DOE) Phase 2 research grant for developing an ultra-low NOx hydrogen burner. The company recognized $43 thousand and $91 thousand in reimbursements from the DOE during the three and six months ended June 30, 2025, respectively. No funds were received from the Oklahoma 21st Century Quality Jobs Act in the current periods - The company was **awarded a Phase 2 grant from the Department of Energy (DOE)** totaling **approximately $1.6 million** over two years to continue developing an ultra-low NOx hydrogen burner[82](index=82&type=chunk) Government Assistance Reimbursements from DOE (in thousands) | Period | 2025 | 2024 | | :-------------------- | :--- | :--- | | Three months ended June 30 | $43 | $168 | | Six months ended June 30 | $91 | $216 | - **No funds were received** from the Oklahoma 21st Century Quality Jobs Act during the three and six months ended June 30, 2025[83](index=83&type=chunk) [Note 11 – Subsequent Events](index=28&type=section&id=Note%2011%20%E2%80%93%20Subsequent%20Events) The company has evaluated subsequent events as of the date of this report and has none to report - **No subsequent events to report** as of the date of this report[84](index=84&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Conditions%20and%20Results%20of%20Operations) This section provides management's perspective on ClearSign's financial condition and results of operations, covering business overview, recent developments, critical accounting policies, and a detailed comparison of financial performance for the three and six months ended June 30, 2025 and 2024. The company continues to incur losses and faces challenges in market acceptance and funding, while also addressing Nasdaq listing compliance issues and board changes [Overview](index=30&type=section&id=Overview) This section provides a business overview, financial performance, and future outlook for ClearSign - **ClearSign designs and develops technologies** for decarbonization and improving combustion systems, with its **ClearSign Core™ technology operating in commercial applications**[91](index=91&type=chunk)[92](index=92&type=chunk) - The company has **incurred $102.8 million in losses** since inception and **expects continued operating losses and negative cash flow** for the foreseeable future[93](index=93&type=chunk) - Historically, operations have been **financed primarily through equity issuances**, raising **approximately $105.3 million in gross proceeds**[93](index=93&type=chunk) - **Successful growth depends on market recognition, recurring sales, and adequate funding** through co-development agreements, strategic partnerships, or equity/debt financing[94](index=94&type=chunk) - The company **currently has 17 full-time employees** and **expects ongoing consulting expenses** for technology development and administrative functions[95](index=95&type=chunk) [Recent Developments](index=32&type=section&id=Recent%20Developments) This section highlights key events including Nasdaq compliance, board changes, and financing activities - A **Special Committee of the Board was formed on February 10, 2025**, to review director nominations and negotiate settlements, and was dissolved after the 2025 Annual Meeting[99](index=99&type=chunk)[100](index=100&type=chunk) - On **April 1, 2025**, Nasdaq notified the company of **non-compliance with the minimum bid price requirement ($1 per share)** and provided **180 calendar days**, until **September 29, 2025**, to regain compliance[101](index=101&type=chunk)[102](index=102&type=chunk) - On **May 22, 2025**, the company entered into **Cooperation Agreements** with the Clarkson and DiGiandomenico parties, leading to the **appointment of two new directors** (Messrs. Basenese and DiGiandomenico) and mutual voting and standstill provisions[104](index=104&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk) - The At-the-Market Sales Agreement with Virtu Americas LLC was **terminated effective July 12, 2025**[111](index=111&type=chunk) - On **July 17, 2025**, the company entered into a **new At The Market Offering Agreement** with H.C. Wainwright & Co., LLC, to **sell up to $10.39 million** in common stock[112](index=112&type=chunk) - On **August 8, 2025**, Nasdaq issued a second notice for **non-compliance with board independence and audit committee composition requirements** due to director resignations, providing a **cure period until August 4, 2026, or February 2, 2026**[113](index=113&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) [Critical Accounting Policies](index=38&type=section&id=Critical%20Accounting%20Policies) This section discusses the company's critical accounting policies and estimates - **No material changes** to critical accounting policies or the methods and applications used to develop accounting estimates have occurred since the most recent Annual Report on Form 10-K[120](index=120&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) This section analyzes the company's financial results for the three and six months ended June 30, 2025 and 2024 Financial Performance Highlights (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :-------------------------------- | :------ | :------ | :------- | :------- | | Revenues | $133 | $45 | $534 | $1,147 | | Gross profit | $55 | $42 | $251 | $479 | | Research and development | $247 | $402 | $694 | $683 | | General and administrative | $1,646 | $1,777 | $3,652 | $3,185 | | Operating expenses | $1,893 | $2,179 | $4,346 | $3,868 | | Other income, net | $158 | $265 | $339 | $409 | | Net loss | $(1,680) | $(1,872) | $(3,756) | $(2,980) | | Basic and diluted net loss per common share | $(0.03) | $(0.04) | $(0.07) | $(0.07) | - **Q2 2025 revenues increased to $133 thousand** (from **$45 thousand** in Q2 2024), **primarily from** spare parts and a boiler burner. **YTD 2025 revenues decreased to $534 thousand** (from **$1,147 thousand** in YTD 2024), **mainly due to lower process burner sales** compared to the prior year[122](index=122&type=chunk)[123](index=123&type=chunk) - **Q2 2025 gross profit increased by $13 thousand (31.0%)** due to higher revenues, partially offset by lower profit margins on spare parts. **YTD 2025 gross profit decreased by $228 thousand (47.6%)** due to lower revenues[125](index=125&type=chunk) - **R&D expenses decreased by $155 thousand (38.6%)** in Q2 2025, driven by a **$168 thousand decrease** in process burner product development costs. **YTD 2025 R&D expenses remained relatively consistent**[127](index=127&type=chunk) - **G&A expenses decreased by $131 thousand (7.4%)** in Q2 2025, benefiting from **$260 thousand savings** from RSU vesting (no comparable event in 2025) and **$105 thousand lower capitalized labor/overhead**, but offset by **$300 thousand in legal fees** for the Special Committee and **$22 thousand for Cooperation Agreements**. **YTD 2025 G&A expenses increased by $467 thousand (14.7%)** due to a **$903 thousand increase in legal fees** (SEC inquiry, Special Committee, Cooperation Agreements), partially offset by the aforementioned decreases[128](index=128&type=chunk)[129](index=129&type=chunk) - **Other income, net, decreased by $107 thousand (40.4%)** in Q2 2025, **primarily due to a $125 thousand decrease in government assistance** from the DOE hydrogen burner development grant, partially offset by a **$38 thousand increase in interest income**. **YTD 2025 other income, net, was relatively unchanged**[131](index=131&type=chunk)[132](index=132&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's liquidity, capital resources, and ability to fund operations Liquidity and Cash Flow Summary (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $12,339 | $14,035 | | Working capital | $9,480 | $12,809 | - The **decrease in cash and cash equivalents by $1,696 thousand** is **primarily due to a net loss of $3,756 thousand**, partially offset by non-cash expenses of **$245 thousand** and an **increase in contract liabilities of $1,603 thousand**[133](index=133&type=chunk) - Management believes the company has **sufficient cash and expected cash collections to fund current operating expenses for over twelve months**[134](index=134&type=chunk) - The company has **no contractual debt obligations** and may utilize equity offerings for future funding, with **approximately 21.3 million shares** issuable from outstanding warrants potentially providing up to **$22.5 million**[134](index=134&type=chunk) Cash Flows by Activity (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(1,622) | $(2,525) | | Net cash used in investing activities | $(57) | $(117) | | Net cash provided by (used in) financing activities | $(17) | $12,936 | [Off-Balance Sheet Transactions](index=45&type=section&id=Off-Balance%20Sheet%20Transactions) This section confirms the absence of any material off-balance sheet arrangements - The company **does not have any off-balance sheet transactions**[139](index=139&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, ClearSign Technologies Corporation is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, ClearSign Technologies Corporation is **not required to provide quantitative and qualitative disclosures about market risk**[140](index=140&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, and concluded they were effective at a reasonable assurance level. No material changes in internal control over financial reporting occurred during the quarter. The company acknowledges the inherent limitations of control systems - Disclosure controls and procedures were evaluated and concluded to be **effective at the reasonable assurance level** as of June 30, 2025[142](index=142&type=chunk) - There have been **no material changes in internal control over financial reporting** during the quarter ended June 30, 2025[143](index=143&type=chunk) - Management acknowledges that control systems have **inherent limitations** and **cannot prevent or detect all errors and fraud**[144](index=144&type=chunk)[146](index=146&type=chunk) PART II - OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, and other disclosures [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings or claims that are expected to have a material adverse effect on its business, financial condition, or operating results - The company is **not aware of any material pending legal proceedings or claims** that are believed to have a material adverse effect on its business, financial condition, or operating results[148](index=148&type=chunk) [Item 1A. Risk Factors](index=47&type=page&id=Item%201A.%20Risk%20Factors) This section incorporates by reference the risk factors from the company's Annual Report on Form 10-K, with additional emphasis on the limitations of using common stock for future financing due to authorized share limits, the risk of Nasdaq delisting due to non-compliance with minimum bid price and board composition requirements, and the risks associated with proxy contests and activist stockholders - The company **incorporates by reference the risk factors** included in its Annual Report on Form 10-K for the year ended December 31, 2024[149](index=149&type=chunk) - The company's ability to finance future capital needs through common stock issuances is **limited by the number of authorized shares** (**87.5 million authorized**, **52.4 million issued**, **~30 million reserved**)[150](index=150&type=chunk)[151](index=151&type=chunk) - The company faces a **risk of Nasdaq delisting** due to **non-compliance with the $1.00 minimum closing bid price requirement** (notice received **April 1, 2025**, with a compliance period until **September 29, 2025**)[152](index=152&type=chunk) - The company also received a Nasdaq notice on **August 8, 2025**, regarding **non-compliance with board independence and audit committee composition requirements** due to director resignations, providing a **cure period until August 4, 2026, or February 2, 2026**[113](index=113&type=chunk)[116](index=116&type=chunk) - The company is **subject to risks associated with proxy contests and other actions of activist stockholders**, which could result in costly litigation, interfere with business plans, and adversely affect relationships and market price[155](index=155&type=chunk)[156](index=156&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports the issuance of 3,750 shares of common stock to Firm IR Group LLC on June 30, 2025, for investor relations services. These shares were granted under the 2013 Consultant Stock Plan and were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act - On **June 30, 2025**, the company **issued 3,750 shares of common stock** to Firm IR Group LLC for investor relations services[157](index=157&type=chunk) - The shares were **issued at a fair market value price of $0.94 per share**, under the 2013 Consultant Stock Plan[157](index=157&type=chunk) - The issuance **relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act**, for a transaction not involving a public offering[157](index=157&type=chunk) [Item 3. Defaults Upon Senior Securities](index=49&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company for the reporting period - This item is **not applicable**[158](index=158&type=chunk) [Item 4. Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company for the reporting period - This item is **not applicable**[159](index=159&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) No directors or officers of the company adopted, modified, or terminated a Rule 10b-5 trading arrangement or a non-Rule 10b-5 trading arrangement during the fiscal quarter ended June 30, 2025 - **None of the company's directors or officers adopted, modified, or terminated a Rule 10b-5 trading arrangement or a non-Rule 10b-5 trading arrangement** during the fiscal quarter ended June 30, 2025[160](index=160&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including organizational documents, various warrant forms, cooperation agreements, offer letters for new directors, and certifications required by SEC rules - The exhibits include the **Certificate of Incorporation, Bylaws, various forms of Common, Underwriter's, Private, Pre-Funded, and Placement Agent Warrants**[161](index=161&type=chunk) - **Cooperation Agreements** with Richard D. Clarkson and Anthony DiGiandomenico, along with their respective Offer Letters, are filed as exhibits[161](index=161&type=chunk) - **Certifications from the Principal Executive Officer and Principal Financial Officer** (Rule 13a-14(a)/15d-14(a) and Section 1350) are included[162](index=162&type=chunk) [SIGNATURES](index=53&type=section&id=SIGNATURES) The report is officially signed on behalf of ClearSign Technologies Corporation by its Chief Executive Officer, Colin James Deller, and Chief Financial Officer, Brent Hinds, on August 14, 2025 - The report was **signed by Colin James Deller, Chief Executive Officer, and Brent Hinds, Chief Financial Officer, on August 14, 2025**[169](index=169&type=chunk)

Financial Performance - ClearSign Technologies reported revenues of $0.4 million in Q1 2025, a decrease from $1.1 million in Q1 2024, representing a year-over-year decline of 63.6% [2] - The cost of sales for the quarter was $0.21 million, down 69.2% year-over-year, while gross profit fell 55.1% to $0.19 million [2] - The company reported a loss of 4 cents per share, missing the Zacks Consensus Estimate of a loss of 3 cents, compared to a loss of 3 cents in the same quarter last year [3] Product Launches and Partnerships - In Q1 2025, ClearSign Technologies launched the ClearSign Core M Series Process burner technology, which features ultra-low nitrogen oxide emissions and improved heat transfer efficiency [4] - The company secured an order for the ClearSign Core M1 burner from Devco Process Heaters for a gas processing facility in Colorado [5] - ClearSign extended its partnership with Zeeco to launch Zeeco CS5 and Zeeco Hydrogen CS5 Burners, which can operate on 100% natural gas and hydrogen while maintaining ultra-low nitrogen oxide emissions [5] Orders and Installations - During the quarter, ClearSign secured an engineering order for a reduced emissions flare burner for an energy company in California, indicating growing interest in this product line [6] - The company announced plans to install four ClearSign Eye sensors on each burner of a multi-burner process heater at a major U.S. Gulf Coast refinery, with installation expected in Q2 2025 [6] Stock Performance - ClearSign Technologies shares have declined by 6.7% over the past year, compared to a 3.3% decline in the industry [7] Zacks Rank and Comparisons - ClearSign Technologies currently holds a Zacks Rank of 3 (Hold) [10] - Other stocks in the Industrial Products sector with better rankings include Life360, Inc. (Rank 1), IHI Corporation (Rank 1), and Federal Signal Corporation (Rank 2) [10]

Financial Data and Key Metrics Changes - For Q1 2025, the company recognized approximately $400,000 in revenues, a decrease from $1,100,000 in the same period in 2024, primarily due to a decrease in process burner shipments [4][5] - The net loss increased by approximately $1,000,000 compared to Q1 2024, largely attributed to decreased sales volume and $581,000 in legal fees [5][6] - Net cash used in operations was approximately $1,100,000 for Q1 2025, compared to $1,000,000 in Q1 2024, with cash and cash equivalents at approximately $12,800,000 at the end of Q1 2025 [8] Business Line Data and Key Metrics Changes - The revenue decrease was driven by a shift from process burner shipments to spare parts orders [5] - The company has two significant process burner orders in different production stages, with installations expected in Q3 2025 [26][28] - A new product line, flare burners, has seen increased traction due to regulatory needs, with recent repeat orders from existing customers [13][18] Market Data and Key Metrics Changes - The number of quotations provided this year has doubled compared to the same period last year, with the total value of proposals nearly five times higher than last year [31][32] - The company is experiencing increased inquiries and interest in the midstream market, particularly for M1 burners [35] Company Strategy and Development Direction - The company is focusing on diversifying product lines and sales channels, with significant activities in engineering and customer interactions [11][12] - There is a strong emphasis on expanding sales channels through partnerships, such as with Zico, to enhance market reach [29][30] - The company is also exploring opportunities in the boiler burner market and enhancing the ClearSign Eye sensor product line [42][44] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the sales pipeline, noting that inquiries and proposals are increasing, indicating strong future business potential [31][32] - The company is closely monitoring regulatory changes and their impact on the market, particularly regarding NOx emissions and hydrogen technology [69][70] - Management highlighted the importance of upcoming installations and projects as key milestones for growth [56][57] Other Important Information - Legal fees incurred during the quarter were related to a regulatory inquiry and board activities concerning stockholder nominations [6][7] - The company is actively participating in key industry conferences to strengthen relationships and expand its network [38][39] Q&A Session Summary Question: How are Zico salespeople incentivized to sell or market your products? - Management indicated that the incentive system for Zico's sales team is still being worked out, but there is definitely an incentive structure in place [61][62] Question: Can additional sensors be deployed at the same location for ClearSign Eye? - Management confirmed that the refinery has many heaters, presenting thousands of potential opportunities for additional sensors [64] Question: How does the current tariff and regulatory environment affect the business? - Management noted minimal impact from tariffs and emphasized that the main driver remains the need for low NOx emissions, with no projects currently affected by tariff-related issues [66][69] Question: What is the competitive landscape for the increased proposal volume? - Management stated that the proposal growth is a mix of competitive situations and unique offerings, with ClearSign being recognized as a credible alternative to traditional solutions [78][80] Question: How much of the proposal volume is related to Zico? - Management clarified that currently, inquiries are primarily from the ClearSign team, with no contributions from Zico yet, indicating that Zico's impact will be additional to existing business [85]

Financial Data and Key Metrics Changes - For Q1 2025, the company recognized approximately $400,000 in revenues, a decrease from $1,100,000 in the same period in 2024, primarily due to a decrease in process burner shipments [5][6] - The net loss increased by approximately $1,000,000 compared to Q1 2024, attributed to decreased sales volume and $581,000 in legal fees [6][7] - Net cash used in operations was approximately $1,100,000 for Q1 2025, compared to $1,000,000 in Q1 2024, with cash and cash equivalents at approximately $12,800,000 at the end of Q1 2025 [8][9] Business Line Data and Key Metrics Changes - The revenue decrease was largely due to a shift from process burner shipments to spare parts orders [6] - The company has received a large order for 26 process burners for a Texas Gulf Coast chemical company, which is currently in testing [11][12] - A repeat order for flare products has been received, indicating a resurgence in this product line driven by regulatory needs [13][14] Market Data and Key Metrics Changes - The number of quotations provided this year has doubled compared to the same period last year, with the total value of proposals being just under five times that of the previous year [30][31] - The company is seeing increased interest in the midstream market, with repeat inquiries from established customers [35][36] Company Strategy and Development Direction - The company is focusing on diversifying product lines and sales channels, with ongoing efforts to engage with channel partners like Zico [28][36] - There is a strong emphasis on expanding the sales pipeline and leveraging relationships with major refineries to establish ClearSign as a credible alternative for emissions control solutions [40][78] - The company is also exploring opportunities in the hydrogen technology space while maintaining its focus on low NOx requirements [68][69] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, citing strong interest in their products and the potential for increased inquiries and orders [30][31] - The company is closely monitoring the impact of tariffs and regulatory changes, noting minimal current effects on their operations [66][68] - Upcoming milestones include the startup of significant process burner projects and the engagement with Zico's sales team [55][56] Other Important Information - Legal fees incurred during the quarter were related to an SEC inquiry and stockholder director nominations, which are nearing completion [7] - The ClearSign Eye sensor product line is expected to see commercial traction in the next three to six months as installations begin [94] Q&A Session Summary Question: How are Zico salespeople incentivized to sell ClearSign products? - Management indicated that the incentive system is still being worked out, and discussions about specific incentives for ClearSign products have not yet occurred [61][62] Question: Can additional sensors be deployed at the same supermajor refinery? - Yes, the supermajor has many heaters with potential opportunities for additional sensors, and they have multiple refineries globally [64][65] Question: How does the current tariff and regulatory environment affect the business? - Management noted minimal impact from tariffs, with ongoing monitoring of regulatory changes, particularly regarding hydrogen technology [66][68] Question: What is the competitive landscape for the increased proposal volume? - The proposal growth includes competitive situations, but ClearSign is increasingly seen as a credible alternative to traditional solutions like SCR [77][78] Question: How much of the proposal volume is related to Zico? - Currently, inquiries are primarily from the ClearSign team, with no contributions from Zico yet, indicating that Zico's impact is still to come [82]

Core Viewpoint - ClearSign Technologies Corporation reported a productive first quarter of 2025, highlighting the expansion of sales channels and product offerings, including the launch of new burner lines and the installation of sensors at a major refinery [2][3]. Strategic and Operational Highlights - The company received an engineering order for a low emissions flare burner from an energy company in California, marking the second burner sold to this customer within the year [3]. - ClearSign launched the new ClearSign Core™ M Series process burner technology, with installations in Texas and sales in Colorado, demonstrating improved heat transfer efficiency and reduced nitrogen oxide emissions [4][5]. - A co-branded product line, Zeeco CS5 and Zeeco Hydrogen CS5 Burners, was launched in collaboration with Zeeco, capable of firing 100% natural gas and hydrogen while maintaining low emissions [6]. - The installation of ClearSign Eye sensors at a supermajor refinery in the U.S. Gulf Coast is expected to enhance operational safety and efficiency [7]. Financial Information - As of March 31, 2025, the company reported cash and cash equivalents of approximately $12.8 million [8]. - The total assets were $14.5 million, with total liabilities amounting to $2.5 million, resulting in stockholders' equity of $12 million [14]. - For the three months ended March 31, 2025, revenues were $401,000, a decrease from $1.1 million in the same period of 2024, with a net loss of $2.1 million compared to a loss of $1.1 million in the prior year [15][16].

Financial Performance - Revenues for Q1 2025 were $401 thousand, a decrease of $701 thousand or 63.6% compared to $1,102 thousand in Q1 2024[100] - Gross profit for Q1 2025 was $196 thousand, down $241 thousand or 55.1% from $437 thousand in Q1 2024, with a profit margin increase to 48.9%[101] - The net loss for Q1 2025 was $2,076 thousand, an increase of $968 thousand or 87.4% compared to a net loss of $1,108 thousand in Q1 2024[100] Expenses - Research and development expenses increased by $166 thousand or 59.1% in Q1 2025, primarily due to higher product development costs[103] - General and administrative expenses rose by $598 thousand or 42.5% in Q1 2025, largely due to increased legal fees related to regulatory inquiries[104] Cash Flow and Capital - Cash and cash equivalents decreased by $1,169 thousand to $12,866 thousand as of March 31, 2025, primarily due to the net loss[106] - Working capital as of March 31, 2025, was $11,099 thousand, down from $12,809 thousand at the end of 2024[107] - Operating activities for Q1 2025 resulted in cash outflows of $1,111 thousand, primarily due to the net loss of $2,076 thousand[108] - Financing activities for the three months ended March 31, 2025, resulted in cash outflows of $17 thousand, primarily due to $41 thousand in tax disbursements for employee restricted stock units, partially offset by $24 thousand in net proceeds from warrant exercises[111] - The company has raised approximately $105.3 million in gross proceeds through equity securities since inception, with ongoing needs for additional capital[86] Compliance and Regulatory Issues - The company received a notice from Nasdaq indicating it no longer meets the minimum bid price requirement of $1 per share, with a compliance period until September 29, 2025[94][95] - The company is at risk of delisting from Nasdaq if it fails to comply with the minimum closing bid price requirement of $1.00 per share by September 29, 2025[122] - The company has been granted 180 calendar days to regain compliance with Nasdaq's listing requirements[123] Internal Controls and Legal Matters - As of March 31, 2025, the company maintained effective disclosure controls and procedures at a reasonable assurance level[115] - No changes in internal control over financial reporting occurred during the quarter ended March 31, 2025, that materially affected internal controls[116] - The management does not expect that the disclosure controls and procedures will prevent or detect all errors and fraud due to inherent limitations[118] - The company is currently not aware of any legal proceedings that may materially affect its business or financial condition[120] - The company is subject to risks associated with proxy contests and actions from activist stockholders, which could interfere with its business plan[124] Stock Issuance - On March 31, 2025, the company issued 3,750 shares of common stock at a fair market value of $0.94 per share from its 2013 Consultant Stock Plan[127] Off-Balance Sheet Transactions - There were no off-balance sheet transactions reported[112]

Core Insights - ClearSign Technologies Corporation has received an engineering order for an additional retrofit burner for a flare from an energy company in California, indicating a growing demand for low emissions solutions [1][2] - This order marks the second burner sold to this customer within the year and the third overall, reinforcing the company's position in advanced combustion technologies [2] - The retrofit burner is intended to be installed in an enclosed flare at a production facility in the San Joaquin Valley, with installation expected in the fourth quarter of 2025 [2] Company Overview - ClearSign Technologies Corporation specializes in designing and developing technologies aimed at decarbonization, operational performance, energy efficiency, emission reduction, and safety [3] - The company's patented technologies, such as ClearSign Core™ and ClearSign Eye™, enhance combustion systems and fuel safety across various industries, including energy, commercial/industrial boiler, chemical, and power [3]