alpha-En (ALPE) 10-Q/A 20 Jul 17 2017 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 15, 2017
Document And Entity Information
Entity Registrant Name	alpha-En Corp
Entity Central Index Key	1,023,298
Document Type	10-Q/A
Document Period End Date	Mar. 31, 2017
Amendment Flag	true
Amendment Description	This Amendment No. 1 to our Quarterly Report on Form 10-Q (the “Form 10-Q/A”) amends our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 previously filed on May 15, 2017 (the “Original Filing”). We are filing this Form 10-Q/A to correct an inadvertent typographical error in Item 4 - Controls and Procedures - Evaluation of Disclosure Controls and Procedures. The Company incorrectly used the date of March 31, 2016 in the third sentence of the second paragraph of that Item, when in fact the correct date of reference is March 31, 2017. No other changes have been made to the Original Form 10-Q. This Amendment speaks as of the filing date of the Original Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way any other disclosures made in the Original Form 10-Q.
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		33,282,089
Trading Symbol	ALPE
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current assets
Cash	$ 132	$ 442
Prepaid expenses	69	91
Restricted cash	100	100
Total current assets	301	633
Long-term deposit	50	50
Property and equipment, net	536	541
Total assets	887	1,224
Current liabilities
Accounts payable and accrued expenses	1,013	964
Advances from related parties	178	78
Total current liabilities	1,191	1,042
Total liabilities	1,191	1,042
COMMITMENTS AND CONTINGENCIES
Stockholders' (deficit) equity:
Preferred stock par value 0.01: 2,000,000 shares authorized; none issued or outstanding
Common stock par value 0.01: 35,000,000 shares authorized; 33,282,089 shares issued and outstanding at March 31, 2017 and December 31, 2016	333	333
Additional paid-in capital	15,112	13,987
Treasury stock at cost: 714,750 shares as of March 31, 2017 and December 31, 2016	(69)	(69)
Accumulated deficit	(15,269)	(13,749)
Stockholders' equity attributed to alpha-En Corporation stockholders	107	502
Non-controlling interest	(411)	(320)
Total stockholders' (deficit) equity	(304)	182
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	887	1,224
Common Class B [Member]
Stockholders' (deficit) equity:
Common stock par value 0.01: 35,000,000 shares authorized; 33,282,089 shares issued and outstanding at March 31, 2017 and December 31, 2016

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Preferred stock, par or stated value per share	$ 0.01	$ 0.01
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par or stated value per share	$ 0.01	$ 0.01
Common stock, shares authorized	35,000,000	35,000,000
Common stock, shares, issued	33,282,089	33,282,089
Common stock, shares, outstanding	33,282,089	33,282,089
Treasury stock, shares	714,750	714,750
Common Class B [Member]
Common stock, par or stated value per share
Common stock, shares authorized	1,000,000	1,000,000
Common stock, shares, issued
Common stock, shares, outstanding

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating expenses
General and administrative	$ 920	$ 583
Legal and professional fees	170	49
Research and development	521	394
Total operating expenses	1,611	1,026
Net loss	(1,611)	(1,026)
Less: net loss attributable to non-controlling interest	(91)	(61)
Net loss attributable to alpha-En Corporation common stockholders	$ (1,520)	$ (965)
Net loss per share attributable to alpha-En Corporation common stockholders
Basic and diluted	$ (0.05)	$ (0.03)
Weighted average shares outstanding:
Basic and diluted	33,282,089	32,448,987

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Stockholders' (Deficit) Equity (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Deficit [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2016	$ 333	$ 13,987	$ (69)	$ (13,749)	$ (320)	$ 182
Balance, shares at Dec. 31, 2016	33,282,089		714,750
Stock based compensation (options)		877				877
Stock based compensation (options), Shares
Warrant issued for service		248				248
Warrant issued for service, shares
Net loss				(1,520)	(91)	(1,611)
Balance at Mar. 31, 2017	$ 333	$ 15,112	$ (69)	$ (15,269)	$ (411)	$ (304)
Balance, shares at Mar. 31, 2017	33,282,089		714,750

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities
Net loss	$ (1,611)	$ (1,026)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5	1
Stock-based compensation	877	627
Warrant issued for service	248
Issuance of subsidiary common stock for service		75
Changes in operating assets and liabilities of business, net of acquisitions:
Prepaid expenses	22	(39)
Due from related parties		61
Accounts payable and accrued expenses	49	(22)
Net cash used in operating activities	(410)	(323)
Cash flows from investing activities
Purchase of fixed assets		(35)
Net cash used in investing activities		(35)
Cash flows from financing activities
Proceeds from issuance of common stock and warrants in private placements		280
Non-employee options exercised for cash		11
Advances from related parties	100	50
Repayments of advances from related parties		(20)
Net cash provided by financing activities	100	321
Net decrease in cash	(310)	(37)
Cash at beginning of period	442	730
Cash at end of period	$ 132	$ 693

Organization and Operations

Organization and Operations	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Operations	Note 1 - Organization and Operations alpha-En Corporation (together with its subsidiaries, the “Company”) was incorporated in Delaware on March 7, 1997. On February 25, 2009, alpha-En Corporation was granted a license for an exclusive, worldwide, transferable, perpetual license to use certain proprietary technology for the processing of lithium for use in batteries. After much effort, it was determined the process was not commercially feasible and efforts surrounding this technology were abandoned in 2011. The Company negotiated an amendment and release related to this license. (See Note 7) During the period from 2013 to the present, alpha-En Corporation has been exclusively focused on developing its own technology for the production of highly pure lithium metal, from the bench scale through multiple demonstrations, with the end goal of commercialization. During this time, alpha-En Corporation has also been pursuing strategic partnerships both commercially and with research institutions. Formation of Majority-Owned Subsidiary In September 2014, alpha-En Corporation formed Clean Lithium Corporation (“CLC”) under the laws of New York State as a wholly owned subsidiary with a nominal share capital of $100,000. Following the sale of CLC’s shares, the ownership is as follows: Stockholder Shares Percentage alpha-En Corporation 9,095,000 90.95 % Non-controlling interests 905,000 9.05 % Total: 10,000,000 100.00 % Amended and Restated Certificate of Incorporation On March 29, 2017 the Board of Directors of the Company and a subset of the Company’s stockholders representing in excess of 75% of the Company’s currently issued and outstanding voting stock approved of the amendment and restatement of the Company’s Certificate of Incorporation (the “Restated Certificate”) to make certain corporate governance updates and to increase the authorized capital stock of the Company to 60,000,000 shares, of which 57,000,000 will be shares of Common Stock, par value $0.01 per share, 1,000,000 will be shares of Class B Common Stock, par value $0.01 per share and 2,000,000 will be shares of preferred stock, par value $0.01 per share. Pursuant to applicable law, the Restated Certificate will not become effective until twenty days after the mailing of an Information Statement to all of the Company’s stockholders and after the filing of the Restated Certificate with the Delaware Secretary of State. On May 12, 2017 the Company filed the preliminary Information Statement on Schedule 14C with the Securities and Exchange Commission.

Going Concern and Liquidity

Going Concern and Liquidity	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern and Liquidity	Note 2 - Going Concern and Liquidity The Company’s condensed consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the condensed consolidated financial statements, the Company had an accumulated deficit of approximately $15.3 million at March 31, 2017, a net loss of approximately $1.6 million and approximately $410,000 net cash used in operating activities for the three months ended March 31, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is attempting to further develop the intellectual property associated with its technology; broaden its patent portfolio; scale up production of various products; and begin generating revenue; however, the Company’s cash position is not sufficient to support its daily operations. While the Company believes in the viability of its technology and in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional funds by way of a public or private offering and its ability to further develop its technology and generate sufficient revenue. The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Significant and Critical Accoun

Significant and Critical Accounting Policies and Practices	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Significant and Critical Accounting Policies and Practices	Note 3 - Significant and Critical Accounting Policies and Practices Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. For consolidated entities where the Company owns less than 100% of the subsidiary, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. The unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments (consisting of normal recurring adjustments unless otherwise indicated) which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Certain information in footnote disclosures normally included in the financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the SEC rules and regulations for interim reporting. The financial results for the periods presented may not be indicative of the full year’s results. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed on March 31, 2017. The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated. Use of Estimates The Company’s unaudited condensed consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. The Company’s significant estimates include, but are not limited to, useful lives assigned to long-lived assets, fair value measurements, stock-based compensation, accrued expenses, provisions for income taxes and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. Cash As of March 31, 2017 and December 31, 2016, substantially all of the Company’s cash was held by major financial institutions and the balance at certain times may exceed the maximum amount insured by the Federal Deposits Insurance Corporation. However, the Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts. Property and Equipment Lab equipment, leasehold improvements and office equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of each asset, generally three years. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value. There was no impairments of long-lived assets during the period ended March 31, 2017. Research and Development Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations, consultants, the cost of acquiring and manufacturing research trial materials, and costs associated with regulatory filings, laboratory costs and other supplies. In accordance with ASC 730-10-25-1, Research and Development Contingencies The Company records accruals for contingencies and legal proceedings expected to be incurred in connection with a loss contingency when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Stock-Based Compensation The Company expenses stock-based compensation to employees over the requisite service period based on the estimated grant-date fair value of the awards. For stock-based compensation awards to non-employees, the Company remeasures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as compensation expense in the period of change. The Company estimates the fair value of stock options grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Income Taxes The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share excludes the potential impact of common stock options, unvested shares of restricted stock and outstanding common stock purchase warrants because their effect would be anti-dilutive. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2017 and 2016 are as follows: As of March 31, 2017 2016 Warrants to purchase common stock 3,771,875 2,025,000 Options to purchase common stock 5,030,000 4,170,000 Total 8,801,875 6,195,000 Non-Controlling Interests Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third parties. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 4 - Property and Equipment The components of property and equipment as of March 31, 2017 and December 31, 2016, at cost are (dollars in thousands): ($ in thousands) Useful Life (Years) March 31, 2017 December 31, 2016 Lab equipment 3 173 173 Office furniture and equipment 3 12 12 Leasehold improvement 368 368 Gross property and equipment 553 553 Less: Accumulated depreciation (17 ) (12 ) Property and equipment, net $ 536 $ 541 The Company’s depreciation expense for the three months ended March 31, 2017 and 2016 was $5,000 and $1,000, respectively.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions Advances from Stockholders From time to time, stockholders of the Company advance funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing and due on demand. As of March 31, 2017 and December 31, 2016, the outstanding amount of the advances from related parties was approximately $178,000 and $78,000, respectively. During the three months ended March 31, 2017, Steven M. Payne advanced $50,000 and Jerome I. Feldman advanced $50,000 to the Company and the Company did not repay any amounts to related parties. Free Office Space During 2015 and through September 2016, the Company was provided office space by its Chairman of the Board at no cost. Management determined that such cost was nominal and did not recognize the rent expense in its financial statements. Restricted Stock Grant to Chief Executive Officer and Associated Withholding Payments During three months ended March 31, 2016, Steven M. Fludder, Chief Executive Officer, paid the Company a withholding tax obligation of $198,000 related to the grant of restricted stock in 2015. Appointment of Chief Financial Officer On February 23, 2017, the Board of Directors of the Company appointed Nathan Wasserman to become Chief Financial Officer of the Company, effective as of March 1, 2017. Pursuant to a term sheet dated February 27, 2017, Mr. Wasserman agreed to serve as our Chief Financial Officer for an initial term of three years. The Company granted Mr. Wasserman stock options to purchase a total of 500,000 shares of common stock at an exercise price of $1.10 per share, of which 150,000 vested immediately, 150,000 will vest in his second year of service and 200,000 will vest in his third year of service. Mr. Wasserman will also receive a starting salary of $5,000 per month.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Stockholders' Equity	Note 6 - Stockholders’ Equity Common Stock As of March 31, 2017 and 2016, there were warrants to purchase 3,771,875 and 2,025,000 shares of common stock issued and outstanding, respectively. Stock Options The grant date fair value of stock options granted during the three months ended March 31, 2017 was $611,000. The fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of the awards was obtained. The Company does not expect to pay dividends in the foreseeable future so therefore the expected dividend yield is 0%. The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the Securities and Exchange Commission’s Staff Accounting Bulletin for “plain vanilla” options. The expected term for stock options granted with performance and/or market conditions represents the estimated period estimated by management by which the performance conditions will be met. The Company obtained the risk-free interest rate from publicly available data published by the Federal Reserve. The Company uses a methodology in estimating its volatility percentage from a computation that was based on a comparison of average volatility rates of similar companies to a computation based on the standard deviation of the Company’s own underlying stock price’s daily logarithmic returns. The fair value of options granted in the three months ended March 31, 2017 and 2016 were estimated using the following weighted-average assumptions: As of March 31, 2017 2016 Exercise price $ 1.10 $ 0.90 Expected stock price volatility 79 % 80 % Risk-free rate of interest 1.49 % 1.34 % Term (years) 3.0 4.6 A summary of option activity under the Company’s employee stock option plan for the three months ended March 31, 2017 is presented below: Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2016 1,575,000 $ 0.50 $ 1,264,000 4.7 Employee options granted 500,000 1.10 450,000 4.8 Outstanding as of March 31, 2017 2,075,000 $ 0.65 $ 2,805,000 4.5 Options vested and expected to vest as of March 31, 2017 2,075,000 $ 0.65 $ 2,805,000 4.5 Options vested and exercisable as of March 31, 2017 900,000 $ 0.46 $ 1,382,000 3.6 Estimated future stock-based compensation expense relating to unvested employee stock options is approximately $599,000 as of March 31, 2017 and will be amortized over 3.5 years. A summary of activity of options granted to non-employees for the three months ended March 31, 2017 is presented below: Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2016 2,955,000 $ 0.27 $ 3,053,000 3.2 Outstanding as of March 31, 2017 2,955,000 $ 0.27 $ 5,110,000 3.0 Options vested and expected to vest as of March 31, 2017 2,955,000 $ 0.27 $ 5,110,000 3.0 Options vested and exercisable as of March 31, 2017 1,767,500 $ 0.30 $ 3,012,000 3.0 Warrants A summary of the status of the Company’s outstanding warrants as of March 31, 2017 and changes during the three months then ended is presented below: Number of Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2016 3,271,875 $ 1.02 $ 2,000,000 3.9 Issued 500,000 1.20 400,000 6.9 Outstanding as of March 31, 2017 3,771,875 $ 1.05 $ 4,290,000 4.1 Warrants exercisable as of March 31, 2017 3,521,875 $ 1.04 $ 4,090,000 3.9 Stock-based Compensation Expense Stock-based compensation expense for the three months ended March 31, 2017 and 2016 was comprised of the following (dollars in thousands): For the Three Months Ended March 31, 2017 2016 Employee restricted stock awards $ - $ 136 Employee stock option awards 237 31 Non-employee option awards 640 460 Total compensation expense $ 877 $ 627

Contingencies and Commitments

Contingencies and Commitments	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Contigencies and Commitments	Note 7 - Contingencies and Commitments On March 22, 2016, the Company entered into a lease (the “Lease”) with Hudson View Building #3, LLC (“the “Landlord”), for office and laboratory space located in Yonkers, New York (the “Leased Premise”). The Leased Premise consists of approximately 8,000 square feet. The Lease has a term of 87 months from the lease commencement date, which is the date upon which the Landlord has substantially completed certain interior leasehold improvements to the Leased Premise. The annual rent of the first year of the lease is approximately $208,000, increasing by 1.5% on each anniversary of the lease commencement date. In the event of a termination of the lease following a default by the Company, the Company will be obligated to pay the sum of the rent payable for the remainder of the lease term. In connection with this lease, the Company obtained an Irrevocable Standby Letter of Credit (the “Letter of Credit”) from Chase Bank for a sum not exceeding $150,000. The Company has deposited this amount with Chase Bank as collateral for the Letter of Credit and recorded the amount as restricted cash and long term deposit in the consolidated balance sheets as of March 31, 2017. As of March 31, 2017, contractual minimal lease payments are as follows (in thousands): 2017 $ 104 2018 209 2019 213 2020 216 2021 219 Thereafter 562 Total $ 1,523 On February 25, 2009, the Company was granted an exclusive, worldwide, transferable, perpetual license to use certain proprietary technology for the processing of lithium for use in batteries and other fields. Commencing in October 2010, working through a third party, the Company conducted a series of tests to determine if the process worked and, based on the results, initially believed that the process produced lithium, however it did not prove to be commercially feasible and research and development efforts involving this license were abandoned. In exchange for the license, the Company had certain financial, share issuance and royalty obligations if certain sale thresholds were met. However, since contractually agreed thresholds were not met and the technology was not used, the Company negotiated an amendment and release which was finalized in January 2017. Pursuant to the amendment and release, the third party retained two million of the three million total shares from the original license and forfeited the remaining one million shares. The two million shares retained by the third party are subject to customary transfer restrictions for restricted shares. The Company maintains an executive office in Tarrytown, New York. This space was previously provided to the Company without charge by our Executive Chairman, Jerome I. Feldman. Beginning in September 2016 the Company began incurring rent for this space of approximately $5,000 per month, plus taxes and utilities to the current owner Cushman & Wakefield of Pennsylvania, Inc. The lease commenced on May 1, 2016 and terminates on April 30, 2018. The Company has the option to terminate the lease at any time upon two months’ notice.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Note 8 - Subsequent Events The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.

Significant and Critical Acco15

Significant and Critical Accounting Policies and Practices (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. For consolidated entities where the Company owns less than 100% of the subsidiary, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. The unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments (consisting of normal recurring adjustments unless otherwise indicated) which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Certain information in footnote disclosures normally included in the financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the SEC rules and regulations for interim reporting. The financial results for the periods presented may not be indicative of the full year’s results. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed on March 31, 2017. The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated.
Use of Estimates	Use of Estimates The Company’s unaudited condensed consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. The Company’s significant estimates include, but are not limited to, useful lives assigned to long-lived assets, fair value measurements, stock-based compensation, accrued expenses, provisions for income taxes and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates.
Cash	Cash As of March 31, 2017 and December 31, 2016, substantially all of the Company’s cash was held by major financial institutions and the balance at certain times may exceed the maximum amount insured by the Federal Deposits Insurance Corporation. However, the Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts.
Property and Equipment	Property and Equipment Lab equipment, leasehold improvements and office equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of each asset, generally three years.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value. There was no impairments of long-lived assets during the period ended March 31, 2017.
Research and Development	Research and Development Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations, consultants, the cost of acquiring and manufacturing research trial materials, and costs associated with regulatory filings, laboratory costs and other supplies. In accordance with ASC 730-10-25-1, Research and Development
Contingencies	Contingencies The Company records accruals for contingencies and legal proceedings expected to be incurred in connection with a loss contingency when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
Stock-Based Compensation	Stock-Based Compensation The Company expenses stock-based compensation to employees over the requisite service period based on the estimated grant-date fair value of the awards. For stock-based compensation awards to non-employees, the Company remeasures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as compensation expense in the period of change. The Company estimates the fair value of stock options grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.
Income Taxes	Income Taxes The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit.
Loss Per Share	Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share excludes the potential impact of common stock options, unvested shares of restricted stock and outstanding common stock purchase warrants because their effect would be anti-dilutive. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2017 and 2016 are as follows: As of March 31, 2017 2016 Warrants to purchase common stock 3,771,875 2,025,000 Options to purchase common stock 5,030,000 4,170,000 Total 8,801,875 6,195,000
Non-Controlling Interests	Non-Controlling Interests Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third parties. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments

Organization and Operations (Ta

Organization and Operations (Tables)	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Ownership Interest in the Subsidiary Company	Following the sale of CLC’s shares, the ownership is as follows: Stockholder Shares Percentage alpha-En Corporation 9,095,000 90.95 % Non-controlling interests 905,000 9.05 % Total: 10,000,000 100.00 %

Significant and Critical Acco17

Significant and Critical Accounting Policies and Practices (Tables)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2017 and 2016 are as follows: As of March 31, 2017 2016 Warrants to purchase common stock 3,771,875 2,025,000 Options to purchase common stock 5,030,000 4,170,000 Total 8,801,875 6,195,000

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	The components of property and equipment as of March 31, 2017 and December 31, 2016, at cost are (dollars in thousands): ($ in thousands) Useful Life (Years) March 31, 2017 December 31, 2016 Lab equipment 3 173 173 Office furniture and equipment 3 12 12 Leasehold improvement 368 368 Gross property and equipment 553 553 Less: Accumulated depreciation (17 ) (12 ) Property and equipment, net $ 536 $ 541

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2017
Schedule of Fair Value of Assumptions	The fair value of options granted in the three months ended March 31, 2017 and 2016 were estimated using the following weighted-average assumptions: As of March 31, 2017 2016 Exercise price $ 1.10 $ 0.90 Expected stock price volatility 79 % 80 % Risk-free rate of interest 1.49 % 1.34 % Term (years) 3.0 4.6
Schedule of Warrants Outstanding	A summary of the status of the Company’s outstanding warrants as of March 31, 2017 and changes during the three months then ended is presented below: Number of Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2016 3,271,875 $ 1.02 $ 2,000,000 3.9 Issued 500,000 1.20 400,000 6.9 Outstanding as of March 31, 2017 3,771,875 $ 1.05 $ 4,290,000 4.1 Warrants exercisable as of March 31, 2017 3,521,875 $ 1.04 $ 4,090,000 3.9
Schedule of Stock-based Compensation Expense	Stock-based compensation expense for the three months ended March 31, 2017 and 2016 was comprised of the following (dollars in thousands): For the Three Months Ended March 31, 2017 2016 Employee restricted stock awards $ - $ 136 Employee stock option awards 237 31 Non-employee option awards 640 460 Total compensation expense $ 877 $ 627
Employee Stock Option [Member]
Schedule of Stock Options, Activity	A summary of option activity under the Company’s employee stock option plan for the three months ended March 31, 2017 is presented below: Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2016 1,575,000 $ 0.50 $ 1,264,000 4.7 Employee options granted 500,000 1.10 450,000 4.8 Outstanding as of March 31, 2017 2,075,000 $ 0.65 $ 2,805,000 4.5 Options vested and expected to vest as of March 31, 2017 2,075,000 $ 0.65 $ 2,805,000 4.5 Options vested and exercisable as of March 31, 2017 900,000 $ 0.46 $ 1,382,000 3.6
Non Employee Stock Option [Member]
Schedule of Stock Options, Activity	A summary of activity of options granted to non-employees for the three months ended March 31, 2017 is presented below: Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2016 2,955,000 $ 0.27 $ 3,053,000 3.2 Outstanding as of March 31, 2017 2,955,000 $ 0.27 $ 5,110,000 3.0 Options vested and expected to vest as of March 31, 2017 2,955,000 $ 0.27 $ 5,110,000 3.0 Options vested and exercisable as of March 31, 2017 1,767,500 $ 0.30 $ 3,012,000 3.0

Contingencies and Commitments (

Contingencies and Commitments (Tables)	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Schedule of Contractual Minimal Lease Payments	Contractual minimal lease payments are as follows (in thousands): 2017 $ 121 2018 210 2019 213 2020 216 2021 220 Thereafter 543 Total $ 1,523

Organization and Operations (De

Organization and Operations (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2017	Mar. 29, 2017	Dec. 31, 2016	Sep. 30, 2014
Franchisor Disclosure [Line Items]
Common stock share authorized	35,000,000		35,000,000
Common stock, par value	$ 0.01		$ 0.01
Preferred stock shares authorized	2,000,000		2,000,000
Preferred stock, par value	$ 0.01		$ 0.01
Common Class B [Member]
Franchisor Disclosure [Line Items]
Common stock share authorized	1,000,000	1,000,000	1,000,000
Common stock, par value		$ 0.01
Board of Directors [Member]
Franchisor Disclosure [Line Items]
Issued and outstanding voting stock, percentage		75.00%
Capital stock authorized		600,000,000
Common stock share authorized		57,000,000
Common stock, par value		$ 0.01
Preferred stock shares authorized		2,000,000
Preferred stock, par value		$ 0.01
Clean Lithium Corporation [Member]
Franchisor Disclosure [Line Items]
Capital				$ 100

Organization and Operations - S

Organization and Operations - Schedule of Ownership Interest in the Subsidiary Company (Details)	Mar. 31, 2017shares
Equity method investment, ownership percentage	100.00%
Clean Lithium Corporation [Member]
Shares, outstanding	10,000,000
Equity method investment, ownership percentage	100.00%
Alpha-En Corporation [Member] | Clean Lithium Corporation [Member]
Shares, outstanding	9,095,000
Equity method investment, ownership percentage	90.95%
Noncontrolling Interest [Member] | Clean Lithium Corporation [Member]
Shares, outstanding	905,000
Equity method investment, ownership percentage	9.05%

Going Concern and Liquidity (De

Going Concern and Liquidity (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 15,269		$ 13,749
Net loss	1,520	$ 965
Net cash provided by operating activities, continuing operations	$ 410	$ 323

Significant and Critical Acco24

Significant and Critical Accounting Policies and Practices (Details Narrative)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Ownership percentage	100.00%
Office equipment, useful life	3 years

Significant and Critical Acco25

Significant and Critical Accounting Policies and Practices - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Franchisor Disclosure [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	8,801,875	6,195,000
Stock Option [Member]
Franchisor Disclosure [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	5,030,000	4,170,000
Warrant [Member]
Franchisor Disclosure [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	3,771,875	2,025,000

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 5	$ 1

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Gross property and equipment	$ 553	$ 553
Less: Accumulated depreciation	(17)	(12)
Property and equipment, net	$ 536	541
Lab Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Gross property and equipment	$ 173	173
Office Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Gross property and equipment	$ 12	12
Leasehold Improvement [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 368	$ 368

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Feb. 23, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Related Party Transaction [Line Items]
Advances from related parties outstanding amount		$ 178		$ 78
Repayments of related party debt			$ 20
Stock option vest	150,000
Second Year [Member]
Related Party Transaction [Line Items]
Stock option vest	150,000
Third Year [Member]
Related Party Transaction [Line Items]
Stock option vest	200,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Payments related to tax withholding for share-based compensation		198
Steven M. Payne [Member]
Related Party Transaction [Line Items]
Repayments of related party debt		50
Jerome I. Feldman [Member]
Related Party Transaction [Line Items]
Repayments of related party debt		$ 50
Mr Wasserman [Member]
Related Party Transaction [Line Items]
Stock option to purchase common stock	500,000
Exercise price per share	$ 1.10
Officers compensation	$ 5

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Equity [Abstract]
Warrant purchase of common stock, shares	3,771,875	2,025,000
Fair value of stock option granted	$ 611
Dividend yield	0.00%
Stock based compensation expense relating to unvested	$ 599
Amortized period	3 years 6 months

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Fair Value of Assumptions (Details) - $ / shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Equity [Abstract]
Exercise price	$ 1.10	$ 0.90
Expected stock price volatility	79.00%	80.00%
Risk-free rate of interest	1.49%	1.34%
Term (years)	3 years	4 years 7 months 6 days

Stockholders' Equity - Schedu31

Stockholders' Equity - Schedule of Stock Options, Activity (Details)	3 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares
Weighted Average Exercise Price, Outstanding, Ending Balance	$ 1.10
Employee Stock Option [Member]
Number of Shares, Outstanding, Beginning Balance | shares	1,575,000
Number of Shares, Options granted | shares	500,000
Number of Shares, Outstanding, Ending Balance | shares	2,075,000
Number of Shares, Options vested and expected to vest | shares	2,075,000
Number of Shares, Options vested and exercisable | shares	900,000
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 0.50
Weighted Average Exercise Price, Options granted	1.10
Weighted Average Exercise Price, Outstanding, Ending Balance	0.65
Weighted Average Exercise Price, Options vested and expected to vest	0.65
Weighted Average Exercise Price, Options vested and exercisable	$ 0.46
Intrinsic Value, Outstanding, Beginning Balance | $	$ 1,264,000
Intrinsic Value, Options granted | $	450,000
Intrinsic Value, Outstanding, Ending Balance | $	2,805,000
Intrinsic Value, Options vested and expected to vest | $	2,805,000
Intrinsic Value, Options vested and exercisable | $	$ 1,382,000
Weighted Average Remaining Contractual Life (in years), Outstanding, Beginning Balance	4 years 8 months 12 days
Weighted Average Remaining Contractual Life (in years), Options granted	4 years 9 months 18 days
Weighted Average Remaining Contractual Life (in years), Outstanding, Ending Balance	4 years 6 months
Weighted Average Remaining Contractual Life (in years), Options vested and expected to vest	4 years 6 months
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable	3 years 7 months 6 days
Non Employee Stock Option [Member]
Number of Shares, Outstanding, Beginning Balance | shares	2,955,000
Number of Shares, Outstanding, Ending Balance | shares	2,955,000
Number of Shares, Options vested and expected to vest | shares	2,955,000
Number of Shares, Options vested and exercisable | shares	1,767,500
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 0.27
Weighted Average Exercise Price, Outstanding, Ending Balance	0.27
Weighted Average Exercise Price, Options vested and expected to vest	0.27
Weighted Average Exercise Price, Options vested and exercisable	$ 0.30
Intrinsic Value, Outstanding, Beginning Balance | $	$ 3,053,000
Intrinsic Value, Outstanding, Ending Balance | $	5,110,000
Intrinsic Value, Options vested and expected to vest | $	5,110,000
Intrinsic Value, Options vested and exercisable | $	$ 3,012,000
Weighted Average Remaining Contractual Life (in years), Outstanding, Beginning Balance	3 years 2 months 12 days
Weighted Average Remaining Contractual Life (in years), Options granted	0 years
Weighted Average Remaining Contractual Life (in years), Outstanding, Ending Balance	3 years
Weighted Average Remaining Contractual Life (in years), Options vested and expected to vest	3 years
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable	3 years

Stockholders' Equity - Schedu32

Stockholders' Equity - Schedule of Warrants Outstanding (Details) - Warrant [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares
Number of Warrant, Beginning | shares	3,271,875
Number of Warrant, Issued | shares	500,000
Number of Warrant, Ending | shares	3,771,875
Number of Warrants, Warrants exercisable | shares	3,521,875
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares	$ 1.02
Weighted Average Exercise Price, Issued | $ / shares	1.20
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares	1.05
Weighted Average Exercise Price, Warrants exercisable | $ / shares	$ 1.04
Intrinsic Value, Outstanding, Beginning Balance | $	$ 2,000
Intrinsic Value, Issued | $	400
Intrinsic Value, Outstanding, Ending Balance | $	4,290
Intrinsic Value, Warrants exercisable | $	$ 4,090
Weighted Average Remaining Contractual Life (in years), Outstanding, Beginning Balance	3 years 10 months 25 days
Weighted Average Remaining Contractual Life (in years), Issued	6 years 10 months 25 days
Weighted Average Remaining Contractual Life (in years), Outstanding, Ending Balance	4 years 1 month 6 days
Weighted Average Remaining Contractual Life (in years), Warrants exercisable	3 years 10 months 25 days

Stockholders' Equity - Schedu33

Stockholders' Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation	$ 877	$ 627
Employee Restricted Stock Awards [Member]
Share-based Compensation		136
Employee Stock Option [Member]
Share-based Compensation	237	31
Non Employee Stock Option [Member]
Share-based Compensation	$ 640	$ 460

Contingencies and Commitments34

Contingencies and Commitments (Details Narrative)	Mar. 22, 2016USD ($)ft²	Feb. 25, 2009	Mar. 31, 2017USD ($)
Area of lease | ft²	8,000
Lease term	87 months
Operating lease rent	$ 208,000
Percentage of increase in lease rent	1.50%
Line of credit facility, maximum borrowing capacity			$ 150,000
Description of commitments		Pursuant to the amendment and release, the third party retained two million of the three million total shares from the original license and forfeited the remaining one million shares.
Jerome I. Feldman [Member]
Operating lease rent			$ 5,000
Lease expiration date			Apr. 30, 2018

Contingencies and Commitments -

Contingencies and Commitments - Schedule of Contractual Minimal Lease Payments (Details) $ in Thousands	Mar. 31, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,017	$ 104
2,018	209
2,019	213
2,020	216
2,021	219
Thereafter	562
Total	$ 1,523