Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Trading Symbol | ltbr | |
Entity Registrant Name | LIGHTBRIDGE Corp | |
Entity Central Index Key | 1,084,554 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 18,623,387 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 1,675,673 | $ 4,220,225 |
Restricted cash | 325,670 | 325,181 |
Accounts receivable - project revenue and reimbursable project costs | 255,035 | 469,086 |
Prepaid expenses and other current assets | 112,569 | 205,185 |
Total Current Assets | 2,368,947 | 5,219,677 |
Other Assets | ||
Patent costs | 893,187 | 833,560 |
Total Assets | 3,262,134 | 6,053,237 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 608,346 | 653,669 |
Total Current Liabilities | 608,346 | 653,669 |
Warrant liability | 1,891,566 | 4,633,312 |
Total Liabilities | $ 2,499,912 | $ 5,286,981 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Preferred stock, $0.001 par value, 50,000,000 authorized shares, no shares issued and outstanding | $ 0 | $ 0 |
Common stock, $0.001 par value, 500,000,000 authorized, 18,523,453 shares outstanding at September 30, 2015 and 18,082,874 at December 31, 2014 | 18,523 | 18,083 |
Additional paid-in capital | 71,873,603 | 70,801,464 |
Accumulated Deficit | (71,129,904) | (70,053,291) |
Total Stockholders' Equity | 762,222 | 766,256 |
Total Liabilities and Stockholders' Equity | $ 3,262,134 | $ 6,053,237 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | ||
Preferred Stock, Shares Outstanding | ||
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 18,523,453 | 18,082,874 |
Common Stock, Shares, Outstanding | 18,523,453 | 18,082,874 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue: | ||||
Consulting Revenue | $ 234,163 | $ 275,158 | $ 656,220 | $ 878,396 |
Cost of Consulting Services Provided | 118,954 | 136,061 | 452,007 | 492,047 |
Gross Margin | 115,209 | 139,097 | 204,213 | 386,349 |
Operating Expenses | ||||
General and administrative | 1,067,166 | 783,570 | 3,106,265 | 3,064,309 |
Research and development expenses | 302,912 | 116,146 | 910,458 | 1,172,680 |
Total Operating Expenses | 1,370,078 | 899,716 | 4,016,723 | 4,236,989 |
Operating Loss | (1,254,869) | (760,619) | (3,812,510) | (3,850,640) |
Other Income and (Expenses) | ||||
Warrant revaluation | 1,083,495 | 857,308 | 2,741,746 | (1,213,051) |
Investment income | 164 | 44 | 488 | 1,391 |
Other expenses | (3,061) | (737) | (6,337) | (1,093) |
Total Other Income and (Expenses) | 1,080,598 | 856,615 | 2,735,897 | (1,212,753) |
Net income (loss) before income taxes | (174,271) | 95,996 | (1,076,613) | (5,063,393) |
Income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | $ (174,271) | $ 95,996 | $ (1,076,613) | $ (5,063,393) |
Net Earnings (Loss) Per Common Share, Basic and Diluted | $ (0.01) | $ 0.01 | $ (0.06) | $ (0.34) |
Weighted Average Number of Shares Outstanding | 18,170,152 | 15,111,383 | 18,111,967 | 15,079,222 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (1,076,613) | $ (5,063,393) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||
Stock-based compensation | 1,017,449 | 227,274 |
Unrealized gain on marketable securities | 0 | (556) |
Warrant revaluation | (2,741,746) | 1,213,051 |
Changes in non-cash operating working capital items: | ||
Accounts receivable - fees and reimbursable project costs | 214,051 | 287,890 |
Prepaid expenses and other assets | 92,615 | (11,459) |
Accounts payable and accrued liabilities | (45,323) | (87,224) |
Net Cash Used In Operating Activities | (2,539,567) | (3,434,417) |
Cash Flows from Investing Activities: | ||
Payments for Patent costs | (59,627) | (102,279) |
Net Cash Used In Investing Activities | (59,627) | (102,279) |
Cash Flows from Financing Activities: | ||
Net proceeds from the issuance of common stock | 55,131 | 305,490 |
Restricted cash | (489) | (834) |
Net Cash Provided By Financing Activities | 54,642 | 304,656 |
Net Decrease In Cash and Cash Equivalents | (2,544,552) | (3,232,040) |
Cash and Cash Equivalents, Beginning of Period | 4,220,225 | 3,672,877 |
Cash and Cash Equivalents, End of Period | 1,675,673 | 440,837 |
Cash paid during the year: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Non-Cash Financing Activity: | ||
Warrant liability - fair value of warrants exercised | 0 | 331,144 |
Shares issued for stock offering costs | $ 275,700 | $ 0 |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations | 9 Months Ended |
Sep. 30, 2015 | |
Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations [Text Block] | Note 1. Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations Basis of presentation The accompanying unaudited condensed consolidated financial statements of Lightbridge Corporation and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2014, included in our Annual Report on Form 10-K/A for the year ended December 31, 2014. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the periods presented, have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms "Company,” “Lightbridge,” "we,” "us" or "our" mean Lightbridge Corporation and all entities included in our consolidated financial statements. We were formed on October 6, 2006, when Thorium Power, Ltd. merged with Thorium Power, Inc., (“TPI”), which had been formed in the State of Delaware on January 8, 1992. On September 29, 2009, we changed our name from Thorium Power, Ltd. to Lightbridge Corporation. We are engaged in two operating business segments: our Technology Business Segment and our Consulting Business Segment (see Note 10-Business Segment Results). Technology Business Segment Our primary business segment, based on future revenue potential, is to develop and commercialize innovative, proprietary nuclear fuel designs which we expect will significantly enhance the nuclear power industry’s economics due to higher power output and improve safety margins. We are currently focusing our development efforts primarily on the metallic fuel with a power uprate of up to 10% and a 24 -month operating cycle in existing Westinghouse-type four-loop pressurized water reactors. Those reactors represent the largest segment of our global target market. Our metallic fuel could also be adapted for use in other types of water-cooled commercial power reactors, such as boiling water reactors, CANDU heavy water reactors, as well as water-cooled small modular reactors. On September 9, 2015, we entered into a Comprehensive Nuclear Services Agreement with Canadian Nuclear Laboratories (CNL) for fabrication of Lightbridge's patented next generation metallic nuclear fuel test samples at CNL facilities at Chalk River, Ontario, Canada. This enabling agreement provides the framework to proceed with Phases 2 and 3 of the test fuel sample fabrication at CNL's facilities in Chalk River as envisioned in an October 2014 Initial Cooperation Agreement. The initial scope of work under the comprehensive nuclear services agreement involves development of a fabrication plan in 2015. Subsequent activities will include fabrication and characterization in early 2016 of prototype fuel test samples using depleted uranium, to be followed by fabrication in late 2016 of irradiation fuel test samples using low enriched uranium for loop irradiation testing under prototypic commercial reactor operating conditions in a pressurized water loop of the 25MW nuclear research reactor operated by the Institute for Energy Technology (“IFE”) at Halden, Norway. On July 8, 2015 we entered into a service agreement with IFE of Norway for irradiation testing of Lightbridge advanced metallic nuclear fuel samples under prototypic commercial reactor operating conditions in IFE’s Halden research reactor. Consulting Business Segment Our business model expanded with the establishment of a consulting business segment in 2007, through which we provide consulting and strategic advisory services to companies and governments planning to create or expand electricity generation capabilities using nuclear power plants. On August 1, 2008, we signed separate consulting services agreements with two government entities: Emirates Nuclear Energy Corporation (“ENEC”) formed by Abu Dhabi, one of the member Emirates of the United Arab Emirates (“UAE”), and the Federal Authority for Nuclear Regulation (“FANR”) formed by the government of the UAE. Under these two original agreements, we have provided consulting and strategic advisory services over a contract term of five years starting from June 23, 2008. The ENEC contract has been extended through 2015. The FANR contract has been extended to December 31, 2016. These contracts can each continue to be extended upon agreement by both parties. On August 11, 2014, we were selected to provide quality assurance, safety and construction inspection services in support of the in-house inspection team of FANR. As a team with Lloyd’s Register, this work is in addition to our ongoing support of FANR’s activities. During the fourth quarter of 2014, we signed a contract with ENEC to provide management consulting services to their Seoul Korea office, on a time and material basis. Accounting Policies and Pronouncements Basis of Consolidation These consolidated financial statements include the accounts of Lightbridge, a Nevada corporation, and our wholly-owned subsidiaries, TPI, a Delaware corporation, Lightbridge International Holding LLC, a Delaware limited liability company, and our foreign branch offices. All significant intercompany transactions and balances have been eliminated in consolidation. We registered a branch office in the United Kingdom in 2008 called Lightbridge Advisors Limited (inactive) and we also established a branch office in Moscow, Russia, in July 2009, both of which are wholly owned by Lightbridge International Holding LLC at December 31, 2014. These branch offices will be closed in 2015. Translation gains and losses for the three and nine months ended September 30, 2015 and 2014 were not significant. Foreign branches are winding down as of September 30, 2015. Certain Risks, Uncertainties and Concentrations We are an early stage company and will likely need additional funding by way of strategic alliances, further offerings of equity securities, an offering of debt securities, or a financing through a bank in order to support the remaining research and development activities required to further enhance and complete the development of our fuel products to a commercial stage. Currently, we are working on consulting revenue opportunities with the overall goal of increasing our profitability and cash flow. We participate in a government-regulated industry. Our operating results are affected by a wide variety of factors including decreases in the use or public favor of nuclear power, the ability of our technology to safeguard the production of nuclear power and our ability to safeguard our patents and intellectual property from competitors. Due to these factors, we may experience substantial period-to-period fluctuations in our future operating results. Potentially, a loss of a key officer, key management, and other personnel could impair our ability to successfully execute our business strategy, particularly when these individuals have acquired specialized knowledge and skills with respect to nuclear power and our operations. Our future operations and earnings currently depend on the results of the Company’s operations outside the United States. There can be no assurance that the Company will be able to successfully continue to conduct such operations, and a failure to do so would have a material adverse effect on the Company’s research and development activities, financial position, results of operations, and cash flows. Also, the success of the Company’s operations will be subject to other numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, competition, changes in regulations, changes in accounting and taxation standards, inability to achieve overall long-term goals, future impairment charges and global or regional catastrophic events. Because the Company is dependent on its international operations for almost all its revenue, the Company may be subject to various additional political, economic, and other uncertainties. Accounts receivable are typically unsecured and are primarily derived from revenues earned from customers located in the Middle East. We perform ongoing evaluations to determine customer credit and we limit the amount of credit we extend, but generally we do not require collateral from our customers. We maintain reserves for estimated credit losses if necessary, however, no reserve has been set up at September 30, 2015 and December 31, 2014, as we have not incurred any credit losses from our customers to date. Approximately 78% and 67% of the total revenues reported for the three months ended September 30, 2015 and 2014, respectively, were from the ENEC and FANR contracts. The ENEC and FANR contracts were approximately 61% and 74% of our consulting revenues for the nine months ended September 30, 2015 and 2014, respectively. Contracts with one other customer constituted approximately 21% of the total revenues reported for the three months ended September 30, 2015 and approximately 34% of the total revenues reported for the nine months ended September 30, 2015. Revenue Recognition Consulting Business Segment At the present time, we derive all of our revenue from our consulting business segment on a time and expense basis as provided, by offering consulting services to governments outside the United States planning to create or expand electricity generation capabilities using nuclear power plants. Our fee structure for each client engagement is dependent on a number of variables, including the size of the client, the complexity, the level of the opportunity for us to improve the client’s electrical generation capabilities using nuclear power plants, and other factors. The accounting policy we use to recognize revenue depends on the terms and conditions of the specific contract. Revenues from the Executive Affairs Authority (“EAA”) of Abu Dhabi, one of the member Emirates of the UAE, and the related entities, ENEC and FANR, are billed on both a time and expense basis and on a fixed contract basis with revenue recognized based on the acceptance of defined contract deliverables. Certain customer arrangements require evaluation of the criteria outlined in the accounting standards for reporting revenue “ Gross as a Principal Versus Net as an Agent ” in determining whether it is appropriate to record the gross amount of revenue and related costs, or the net amount earned as agent fees. Generally, when we are primarily obligated in a transaction, revenue is recorded on a gross basis. Other factors that we consider in determining whether to recognize revenue on a gross versus net basis include our assumption of credit risk, latitude in establishing prices, our determination of service specifications, and our involvement in the provision of services. We have determined, based on the credit risk that we bear for collecting consulting fees, travel costs, and other reimbursable costs from our customers, that in 2015 and 2014 we acted as a principal, and therefore we are recognizing as revenue all travel costs and other reimbursable costs billed to our customers. Cost of consulting services includes labor, travel expenses, stock-based compensation and other related consulting costs. Technology Business Segment Once our nuclear fuel designs have advanced to a commercially usable stage by a fuel fabricator and/or nuclear plant owner/operator, we will seek to license our technology to them or to major government contractors working for the applicable government. We expect that our revenue from these license fees will be recognized on a straight-line basis over the expected period of the related license term. Stock-Based Compensation The stock-based compensation expense incurred by Lightbridge for employees and directors in connection with its equity incentive plan is based on the employee model of ASC 718, and the fair value of the options is measured at the grant date. Under ASC 718 employee is defined as, “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. Tax Regulations.” Our advisory board members and consultants do not meet the employer-employee relationship as defined by the IRS and therefore are accounted for under ASC 505-50. ASC 505-50-30-11 (previously EITF 96-18) further provides that an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: i. The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and ii. The date at which the counterparty’s performance is complete. We have elected to use the Black-Scholes pricing model to determine the fair value of stock options on the measurement date of the grant. Restricted stock units are measured based on the fair values of the underlying stock on the measurement date of the grant. Shares that are issued to officers on the exercise dates of their stock options may be issued net of the statutory withholding requirements to be paid by us on behalf of our employees. As a result, the actual number of shares issued will be fewer than the actual number of shares exercised under the stock option. We recognize stock-based compensation using the straight-line method over the requisite service period. Cash and Cash Equivalents and Restricted Cash We may at times invest our excess cash in money market mutual funds. We classify all highly liquid investments with stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months as marketable securities. We hold cash balances in excess of the federally insured limits of $250,000 with one prominent financial institution. We deem this credit risk not to be significant as our cash is held by a major prominent financial institution. Total cash and cash equivalents held in checking accounts, as reported on the accompanying condensed consolidated balance sheets, totaled approximately $1.7 million and $4.2 million at September 30, 2015 and December 31, 2014, respectively. Restricted cash represents cash being held by the same prominent financial institution that is being used as collateral for our corporate credit cards and future letters of credit that we may issue to some of our foreign customers. The total balance of our restricted cash at September 30, 2015 and December 31, 2014, was approximately $0.3 million. Trade Accounts Receivable We record accounts receivable at the invoiced amount and we do not charge interest. We review the accounts receivable by amounts due from customers which are past due, to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, we make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. We will also maintain a sales allowance to reserve for potential credits issued to customers. We will determine the amount of the reserve based on historical credits issued. There was no provision for doubtful accounts recorded at September 30, 2015 and December 31, 2014, as we have not experienced any bad debts from any of our customers. Foreign Currency The functional currency of our international branches is the local currency. We translate the financial statements of these branches to U.S. dollars using period-end rates of exchange for assets and liabilities, and average rates of exchange for revenues, costs, and expenses. The translation gains/losses for our branch office in Russia were not significant for the three and nine months ended September 30, 2015 and 2014. Patents and Legal Costs Patents are stated on the accompanying condensed consolidated balance sheets at cost. Patent costs consist primarily of legal fees and application costs for filing and pursuing patent applications. The costs of the patents, once placed in service, will be amortized on a straight-line basis over their estimated useful lives or the remaining legal lives of the patents, whichever is shorter. The amortization periods for our patents can range between 17 and 20 years if placed into service at the beginning of their legal lives. Our patents have not been placed in service for the three and nine months ended September 30, 2015 and 2014. Legal costs are expensed as incurred except for legal costs to file for patent protection, which are capitalized and reported as patents on the accompanying condensed consolidated balance sheets. Impairment of long-lived assets Long-lived assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges for the three and nine months ended September 30, 2015 and 2014. Research, Development and Related Expenses These costs from our technology business segment are charged to operations in the period incurred and are shown on a separate line on the accompanying condensed consolidated statements of operations. Warrant Liability The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants are accounted for as a derivative in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) if the stock warrants contain terms that could potentially require “net cash settlement” and therefore, do not meet the scope exception for treatment as a derivative. Warrant instruments that could potentially require “net cash settlement” in the absence of express language precluding such settlement are initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. The Company will continue to classify the fair value of the warrants that contain “net cash settlement” as a liability until the warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability. For additional discussion of our warrants, see Note 8. Segment Reporting We use the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by our chief decision makers for making operating decisions and assessing performance, as the source for determining our reportable segments. We have determined that we have two operating segments as defined by the FASB accounting pronouncement, “ Disclosures about Segments of an Enterprise and Related Information Recent Accounting Pronouncements Revenue Recognition In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2017, (early adoption is not permitted). The guidance permits the use of either a retrospective or cumulative effect transition method. Going Concern In August 2014, FASB issued guidance that requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The updated accounting guidance will be effective for the Company on December 31, 2016, and early adoption is permitted. The Company will evaluate the going concern considerations in this guidance upon adoption. The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements. |
Restatement of Previously Issue
Restatement of Previously Issued Condensed Consolidated Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Restatement of Previously Issued Condensed Consolidated Financial Statements [Text Block] | Note 2. Restatement of Previously Issued Condensed Consolidated Financial Statements On November 4, 2015, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), in connection with an internal review initiated by Company management, concluded that, because of a misapplication of the accounting guidance related to certain of the Company’s warrants, the Company’s previously issued consolidated financial statements for all periods beginning with the quarterly period ended September 30, 2010 through June 30, 2015 (collectively, the “Affected Periods”) should no longer be relied upon. As such, the Company is restating in this Quarterly Report its financial statements for the three and nine month periods ended September 30, 2014. However, these restatements result in non-cash, non-operating financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows, or net operating loss carryforward. The Company’s December 31, 2014 opening balances were adjusted to reflect the cumulative impact of these restatements as a decrease in additional paid-in capital of $10.4 million and a decrease in accumulated deficit of $5.8 million, for a total change to stockholders’ equity of $4.6 million. The warrants at issue (collectively, the “Warrants”) consist of the following warrants outstanding as of September 30, 2015 and December 31, 2014: Issued to Investors on July 28, 2010, entitling the holders to purchase 1,034,996 common shares in the Company at an exercise price of $9.00 per common share up to and including July 27, 2017 1,034,996 Issued to Investors on October 25, 2013, entitling the holders to purchase 1,250,000 common shares in the Company at an exercise price of $2.30 per common share up to and including April 24, 2021 1,117,178 Issued to Investors on November 17, 2014, entitling the holders to purchase 2,734,590 common shares in the Company at an exercise price of $2.31 per common share up to and including May 16, 2022 2,734,590 Total 4,886,764 The Warrants issued and classified as equity on the Company’s consolidated balance sheets. The corresponding Condensed Consolidated Statements of Operations did not include the non-cash changes in the estimated fair value of such Warrants. Those Warrants, however, contain a cash settlement feature regarding fundamental transactions that allowed those Warrant holders to have a different settlement option than the Company’s stockholders upon certain fundamental transactions, including a change of control of the Company, thereby precluding equity treatment for the Warrants. Based on Accounting Standards Codification 815, Derivatives and Hedging The cumulative effect of these adjustments on our financial statements is a 7.7% decrease in the accumulated deficit in the amount of approximately $5.8 million as of December 31, 2014. The restatement had no impact on net cash flows from operating, investing or financing activities as the adjustments resulting from the non-cash change in the fair value of the warrant liability for each period and the statements of operations only impacted net loss from operations. Impact of the Restatement – As of December 31, 2014 and For the Three Months and Nine Months Ended September 30, 2014 As of December 31, 2014 Consolidated Balance Sheet Data: As Previously Reported Adjustment As Restated Warrant liability $ - 4,633,312 $ 4,633,312 Total liabilities 653,669 4,633,312 5,286,981 Additional paid-in capital 81,276,339 (10,474,875 ) 70,801,464 Accumulated deficit (75,894,854 ) 5,841,563 (70,053,291 ) Total stockholders’ equity $ 5,399,568 (4,633,312 ) $ 766,256 Three Months Ended September 30, 2014 As Previously Reported Adjustment As Restated Consolidated Statement of Operations Data : Warrant revaluation $ - 857,308 $ 857,308 Loss from operations before income taxes (761,312 ) 857,308 95,996 Net income (loss) (761,312 ) 857,308 95,996 Net income (loss) per share, basic and diluted $ (0.05 ) 0.06 $ 0.01 Nine Months Ended September 30, 2014 As Previously Reported Adjustment As Restated Consolidated Statement of Operations Data: Warrant revaluation $ - (1,213,051 ) $ (1,213,051 ) Loss from operations before income taxes (3,850,342 ) (1,213,051 ) (5,063,393 ) Net loss (3,850,342 ) (1,213,051 ) (5,063,393 ) Net loss per share, basic and diluted $ (0.26 ) (0.08 ) $ (0.34 ) Nine Months Ended September 30, 2014 As Previously Reported Adjustment As Restated Consolidated Cash Flows Data: Net loss $ (3,850,342 ) (1,213,051 ) $ (5,063,393 ) Warrant revaluation $ - 1,213,051 $ 1,213,051 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Net Loss Per Share [Text Block] | Note 3. Net Loss Per Share Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period except that it does not include unvested common shares subject to repurchase or cancellation. Diluted net income per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, warrants, restricted shares, and unvested common shares subject to repurchase or cancellation. The dilutive effect of outstanding stock options, restricted shares, and warrants (See Note 9- Stockholders’ Equity) is not reflected in diluted earnings per share because we incurred net losses for the three months and nine months ended September 30, 2015 and 2014, and the effect of including these potential common shares in the diluted earnings per share calculations would be anti-dilutive and are therefore not included in the calculations. |
Accounts Receivable -Project Re
Accounts Receivable -Project Revenue and Reimbursable Project Costs | 9 Months Ended |
Sep. 30, 2015 | |
Accounts Receivable -Project Revenue and Reimbursable Project Costs [Text Block] | Note 4. Accounts Receivable – Project Revenue and Reimbursable Project Costs FANR and ENEC Projects The total accounts receivable from both the FANR and ENEC contracts was approximately $0.2 million and $0.5 million at September 30, 2015 and December 31, 2014, respectively. These amounts due from FANR and ENEC represent approximately 86% of the accounts receivable reported at September 30, 2015 and approximately 92% of the accounts receivable at December 31, 2014. Total unbilled accounts receivable of approximately $0.1 million was included in the accompanying condensed consolidated balance sheets and reported in accounts receivable at September 30, 2015 and December 31, 2014, and is for work that was billed to our clients in October 2015 and January 2015, respectively. Foreign currency transaction exchange losses and translation gains and losses for the three and nine months ended September 30, 2015 and 2014, were not significant. Travel costs and other reimbursable costs under these contracts are reported in the accompanying condensed statements of operations as both revenue and cost of consulting services provided, and were not significant for the three and nine months ended September 30, 2015 and 2014. The total travel and other reimbursable expenses that have not been reimbursed to us are included in total accounts receivable reported above from our consulting contracts and were not significant at September 30, 2015 and December 31, 2014. Under our agreements with ENEC and FANR, revenue will be recognized on a time and expense basis and fixed fee basis. We periodically discuss our consulting work with ENEC and FANR, who will review the work we perform, and our reimbursable travel expenses, and accept our monthly invoicing for services and reimbursable expenses. We expect the variation of revenue we earn from these contracts to continue. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Accounts Payable and Accrued Liabilities [Text Block] | Note 5. Accounts Payable and Accrued Liabilities Accounts payable and accrued expenses (rounded in millions) consisted of the following: September 30, December 31, 2015 2014 Trade payables $ 0.2 $ 0.3 Accrued expenses and other 0.4 0.4 Total $ 0.6 $ 0.7 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Text Block] | Note 6. Commitments and Contingencies Operating Leases On October 16, 2013, we entered into a 1 year sub-lease agreement with our current landlord for our current office space starting January 1, 2014 and terminating December 31, 2014. The monthly rent payment was approximately $32,000 plus additional charges. On January 1, 2015 we entered into a new sub-lease for our current office space for 38 months, with a monthly rent payment of approximately $32,000 per month plus additional charges with no rent charged for the initial 2 months of the lease term. The deferred rent liability was approximately $0.1 million at September 30, 2015. Total rent expense was approximately $0.1 million for the three months ended September 30, 2015 and 2014. Total rent expense was approximately $0.3 million and $0.4 million for the nine months ended September 30, 2015 and 2014, respectively. Litigation Our former Chief Financial Officer filed a complaint against the Company and Seth Grae, President and Chief Executive Officer, with the Circuit Court of Fairfax County, Virginia (the “Fairfax County Complaint”), and a separate complaint against the Company with the U.S. Occupational Safety and Health Administration (the “OSHA Complaint”) on March 9, 2015. The Fairfax County Complaint contained two claims for damages. The first claim alleged that the Company and Mr. Grae made defamatory statements regarding the former Chief Financial Officer. The claim demands at least $1,000,000 in compensatory damages; costs, including reasonable fees for attorneys; and punitive damages of $1,000,000. The second claim alleges that the Company breached the former Chief Financial Officer’s employment contract by not paying the former Chief Financial Officer $15,507 for paid time off, and demands additional compensatory damages of at least $15,507. In November 2015, subsequent to the above Fairfax County Complaint being filed, our legal counsel was notified by the attorney representing the former Chief Financial Officer that the former Chief Financial Officer has voluntarily decided to nonsuit the above Fairfax County Complaint. A nonsuit is essentially a voluntary dismissal of the case without prejudice, meaning that he is dismissing the case but that he can refile the suit at a later time. The statute for refiling this case is approximately 6 months from the filing date of this nonsuit. The OSHA Complaint alleges that the Company unlawfully retaliated against the former Chief Financial Officer for challenging allegedly improper actions of the Company by making allegedly defamatory statements and terminating him from his employment with the Company. The former Chief Financial Officer’s demand for damages is for back pay, front pay, and special damages. The complaint did not specify the amount of damages sought. The Company believes that all of the above claims by the former Chief Financial Officer are without merit and intends to vigorously defend itself. |
Research and Development Costs
Research and Development Costs | 9 Months Ended |
Sep. 30, 2015 | |
Research and Development Costs [Text Block] | Note 7. Research and Development Costs Research and development costs, included in the accompanying condensed consolidated statements of operations amounted to approximately $0.3 million and $0.1 million for the three months ended September 30, 2015 and 2014, respectively. Research and development costs, amounted to approximately $0.9 million and $1.2 million for the nine months ended September 30, 2015 and 2014, respectively. We are in process of winding down our Moscow office operations, that we expect to be completed in 2015 and will focus our research and development work primarily in the United States, Canada, and Norway. There were no significant accrued liabilities related to the winding down of our Moscow office at September 30, 2015. On October 20, 2014, we announced the signing of an initial cooperation agreement with Canadian Nuclear Laboratories (“CNL”), a wholly owned subsidiary of Atomic Energy of Canada Limited, for fabrication and test reactor irradiation of Lightbridge’s patented next generation metallic nuclear fuel samples. Though we had initially planned for all of the work to take place at a single location in Chalk River, Ontario, Canada, subsequent to our announcement the Canadian government made an official decision to extend the operating life of the National Research Universal reactor at Chalk River only until the end of March 2018. This shorter than expected operating life extension would not be able to accommodate all of our entire anticipated schedule for irradiation testing of our metallic fuel samples. Consequently, our plan is to work with CNL on fabrication of our fuel samples at their Chalk River facilities, with full irradiation of the fabricated fuel samples to be performed separately in a pressurized water loop of the Halden research reactor located in Halden, Norway. The operating license of the Halden research reactor has recently been renewed through 2020 which fits well with our anticipated irradiation testing schedule. Our current plan is to have post-irradiation examination of the irradiated fuel samples performed on the same site in Norway. There is also the opportunity to utilize additional nearby hot cell facilities located in Studsvik, Sweden that are operated by the Swedish company Studsvik AB. On September 9, 2015 we signed a Comprehensive Nuclear Services Agreement with CNL for fabrication of our patented next generation metallic nuclear fuel test samples at CNL facilities at Chalk River, Ontario, Canada. This enabling agreement provides the framework to proceed with Phases 2 and 3 of the test fuel sample fabrication at CNL’s facilities in Chalk River as envisioned in an October 2014 Initial Cooperation Agreement. The initial scope of work under the comprehensive nuclear services agreement involves development of a fabrication plan in 2015. Subsequent activities will include fabrication and characterization in early 2016 of prototype fuel test samples using depleted uranium, to be followed by fabrication in late 2016 of irradiation fuel test samples using low enriched uranium for loop irradiation testing under prototypic commercial reactor operating conditions in a pressurized water loop of the 25MW nuclear research reactor operated by the Institute for Energy Technology at Halden, Norway. On July 8, 2015, we announced the signing of an Umbrella Services Agreement with the Institute for Energy Technology (“IFE”) of Norway for irradiation testing of Lightbridge advanced metallic nuclear fuel samples under prototypic commercial reactor operating conditions in IFE's Halden research reactor, southeast of Oslo. The project's pre-irradiation scope includes irradiation-rig mechanical design, detailed neutronic and thermal-hydraulic calculations, and safety analyses with necessary regulatory approvals. The initial phase of irradiation testing is expected to begin in 2017 and continue for about three years to reach the burnup necessary for insertion of lead test assemblies (LTAs) in a commercial power reactor. The final phase of irradiation testing necessary for batch reloads and full cores operating with a 10% power uprate and a 24 -month cycle is expected to take an additional two years and be completed while LTAs have begun operating in the core of a commercial power reactor. The IFE umbrella services agreement is valid for 10 years. We have consulting agreements with several consultants working on various projects for us, which total approximately $15,000 per month. |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2015 | |
Warrant Liability [Text Block] | Note 8. Warrant Liability The foregoing warrants are recorded as liabilities at their estimated fair value at the date of issuance, with the subsequent changes in estimated fair value recorded in other income (expense) in the Company’s statement of operations in each subsequent period. The change in the estimated fair value of our warrant liability for the three months ended September 30, 2015 and 2014 resulted in non-cash income of approximately $1.1 million and non-cash income of approximately $0.9 million, respectively. The change in the estimated fair value of our warrant liability for the nine months ended September 30, 2015 and 2014 resulted in non-cash income of approximately $2.7 million and non-cash expense of approximately $1.2 million, respectively. The Company utilizes the Monte Carlo simulation valuation method to value the liability classified warrants. The estimated fair value of these warrants is determined using Level 3 inputs. Inherent in the Monte Carlo valuation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table summarizes the calculated aggregate fair values, along with the assumptions utilized in each calculation: September 30, December 31, 2015 2014 Calculated aggregate value $ 1,891,566 $ 4,633,312 Weighted average exercise price per share of warrant $ 3.72 $ 3.72 Closing price per share of common stock $ 0.83 $ 1.55 Weighted average volatility 86.48 89.80 Weighted average remaining expected life (years) 5.29 6.11 Weighted average risk-free interest rate 1.60 1.94 Dividend yield 0 % 0 % |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity [Text Block] | Note 9. Stockholders’ Equity At September 30, 2015 and December 31, 2014, there are 500,000,000 shares of authorized common stock. Total common stock outstanding at September 30, 2015 and December 31, 2014 was 18,523,453 shares and 18,082,874 shares, respectively. At September 30, 2015, there were 4,886,764 stock warrants and 3,521,831 stock options outstanding, totaling 26,932,048 of total stock and stock equivalents outstanding at September 30, 2015. At September 30, 2014 there were 500,000,000 shares of authorized common stock. Total common stock outstanding at September 30, 2014 was 15,204,358. At September 30, 2014, there were 2,152,174 stock warrants and 2,143,686 stock options outstanding, totaling 19,500,218 of total stock and stock equivalents outstanding at September 30, 2014. Equity Purchase Agreement On September 4, 2015, we entered into an equity purchase agreement with Aspire Capital Fund, LLC (“Aspire Capital”), which provides that Aspire Capital is committed to purchase up to an aggregate of $10.0 million of shares of our common stock over a two-year term, subject to our election to sell any such shares. Under the agreement, we have the right to sell shares, subject to certain volume limitations and a minimum floor price, to Aspire Capital after the Securities and Exchange Commission (the “SEC”) has declared effective the Form S-1 registration statement registering the resale of the Company’s common stock by Aspire Capital. On any trading day selected by the Company, the Company will have the right, in its sole discretion, to present Aspire Capital with a purchase notice directing Aspire Capital (as principal) to purchase up to 100,000 shares of the Company’s common stock per business day (in a purchase amount up to $250,000 on each such business day) at a price equal to the lesser of: 1. The lowest sale price of the Company’s common stock on the purchase date; or 2. The arithmetic average of the three (3) lowest closing sale prices for the Company’s common stock during the twelve (12) consecutive trading days ending on the trading day immediately preceding the purchase date. In addition, on any date on which we submit a purchase notice to Aspire Capital in an amount equal to 100,000 shares, the Company also has the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of the Company’s common stock traded on its principal market on the next trading day (the “VWAP Purchase Date”), subject to a maximum number of shares as the Company may determine. The purchase price per share pursuant to such VWAP Purchase Notice is generally 95% of the volume-weighted average price for the Company’s common stock traded on its principal market on the VWAP Purchase Date. As part of the agreement, Aspire Capital received 300,000 additional shares as compensation for its commitment, valued at approximately $276,000 or $0.92 per common share. This amount was recorded to additional paid-in capital as stock offering costs. ATM Offering On June 11, 2015, the Company entered into an at-the-market issuance (“ATM”) sales agreement with MLV & Co. LLC ("MLV"), pursuant to which the Company may issue and sell shares of its common stock from time to time through MLV as the Company's sales agent. The issuance and sale of shares by the Company under the sales agreement are registered shares under the Company's shelf registration statement on Form S-3, as filed with the Securities and Exchange Commission on June 11, 2015 and declared effective by the Securities and Exchange Commission. The ATM current total fundraising limit under the Company’s shelf registration statement is $478,500. There have been 140,579 shares sold for total gross proceeds of approximately $155,000 through the ATM for the three month and nine month period ended September 30, 2015. On October 19, 2015 the Company sold 99,934 common shares for total gross proceeds of approximately $116,000, leaving approximately $207,000 remaining under the current limit, as of the date of this filing. The amount available under the Company’s Form S-3 shelf registration statement, which may be used to register sales under the ATM sales agreement, will increase on December 1, 2015. Registered Direct Offering and Outstanding Warrants November 12, 2014 Offering On November 12, 2014, we completed an offering (the “Offering”) with one existing institutional investor pursuant to which the Company sold an aggregate of 2,878,516 shares of its common stock and warrants to purchase a total of 2,734,590 shares of its common stock for aggregate gross proceeds, before deducting fees to the Placement Agent and other estimated offering expenses payable by the Company, of approximately $5 million. The common stock and warrants were sold in fixed combinations, with each combination consisting of one share of common stock and a warrant to purchase 0.95 shares of common stock. The purchase price was $1.75 per fixed combination. The warrants became exercisable six months and one day following the issuance date of the Offering, on May 18, 2015, and will remain exercisable for seven-and-a-half years from the date of issuance at an exercise price of $2.31 per share. The exercise price of the warrants is subject to adjustment in the case of stock splits, stock dividends, combinations of shares, and similar recapitalization transactions. The exercisability of the warrants may be limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 4.99% of the Company's common stock. This limit may be increased to up to 19.99% upon no fewer than 60 days' notice to the Company. We received net proceeds of approximately $4.5 million after payment of certain fees and expenses related to the Offering. Outstanding Warrants September 30, 2015 2014 Issued to Investors on July 28, 2010, entitling the holders to purchase 1,034,996 common shares in the Company at an exercise price of $9.00 per common share up to and including July 27, 2017 1,034,996 1,034,996 Issued to Investors on October 25, 2013, entitling the holders to purchase 1,250,000 common shares in the Company at an exercise price of $2.30 per common share up to and including April 24, 2021 1,117,178 1,117,178 Issued to Investors on November 17, 2014, entitling the holders to purchase 2,734,590 common shares in the Company at an exercise price of $2.31 per common share up to and including May 16, 2022 2,734,590 - Total 4,886,764 2,152,174 Exercise of Warrants – Q3-2014 On September 3, 2014, we issued 132,822 shares of our common stock upon the exercise of warrants issued in conjunction with the October 21, 2013 stock offering. We received $2.30 for each share or approximately $306,000. Stock-based Compensation – Stock Options and Restricted Stock Stock Plan On March 25, 2015, the Compensation Committee and Board of Directors approved the 2015 Equity Incentive Plan (the “Plan”) to authorize grants of (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Compensation Awards to the employees, consultants, and directors of the Company. The Plan authorizes a total of 3,000,000 shares to be available for grant under the Plan. The Plan became effective upon ratification by the shareholders of the Company at the shareholders’ annual meeting on July 14, 2015. Other provisions are as follows: (i) Any shares of common stock granted in connection with Options and Stock Appreciation Rights shall be counted against this limit as one share for every one Stock Option or Stock Appreciation Right awarded. Any shares of common stock granted in connection with Awards other than Options and Stock Appreciation Rights shall be counted against this limit as two shares of common stock for every one share of common stock granted in connection with such Award; (ii) Subject to adjustment in accordance with the Plan, no Participant shall be granted, during any one year period, Stock Options to purchase Common Stock and Stock Appreciation Rights with respect to more than two hundred fifty thousand ( 250,000) shares of Common Stock in the aggregate. The Plan also separately limits other Equity Awards with respect to more than two hundred fifty thousand (250,000) shares of Common Stock in the aggregate. If an Award is to be settled in cash, the number of shares of Common Stock on which the Award is based shall count toward the individual share limit; and (iii) A ten percent shareholder shall not be granted an Incentive Stock Option unless the Option exercise price is at least 110% of the fair market value of the common stock at the grant date and the option is not exercisable after the expiration of five years from the grant date. Total stock options outstanding at September 30, 2015 and December 31, 2014, were 3,521,831 and 2,026,564, of which 2,476,159 and 1,564,257 of these options were vested at September 30, 2015 and December 31, 2014, respectively. Stock option expense was approximately $235,000 and $102,000 for the three months ended September 30, 2015 and 2014, respectively. Stock option expense was approximately $1,017,000 and $227,000 for the nine months ended September 30, 2015 and 2014, respectively. 2015 Short-Term Non-Qualified Option Grants On April 8, 2015, the Compensation Committee and the Board of Directors granted short term non-qualified stock options totaling 463,192 and 148,845 stock options under the 2006 Stock Plan and the 2015 Equity Incentive Plan, respectively, to employees and consultants of the Company. On April 9, 2015, the Compensation Committee and the Board of Directors granted an additional 47,017 and 3,968 stock options under the 2006 Stock Plan and the 2015 Equity Incentive Plan, respectively, all with a strike price of $1.26. These stock options vested immediately but the grants under the 2015 Equity Incentive Plan were only exercisable upon ratification of the Plan at the annual meeting of shareholders, which took place on July 14, 2015. On August 12, 2015, the Compensation Committee and the Board of Directors granted short term non-qualified stock options totaling 158,859 stock options under the 2015 Equity Incentive Plan to employees and consultants of the Company, all with a strike price of $1.26. These stock options vested immediately. Also granted under the 2006 Stock Plan were 2,981, 1,775, and 1,310 non-qualified stock options on April 30, May 31, and June 30, 2015, respectively, as equity compensation in lieu of cash payroll with strike prices ranging from $1.12 to $1.23. Also granted under the 2015 Equity Incentive Plan were 1,812, 1,536, and 1,803 non-qualified stock options on July 31, August 31, and September 30, 2015, respectively, as equity compensation in lieu of cash payroll with strike prices ranging from $0.83 to $0.98. These stock options have an expected life of 5 years, and a contractual term of 10 years, a fair value of between $0.76 and $0.86 per stock option, a risk free rate ranging between 1.37% to 1.63%, and volatility ranging between 86% to 88%, as measured on the grant date. The expected option term was calculated using the simplified method as we do not have sufficient historical option data to provide a better estimate of the expected option term. Under this method, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option, which results in a reduction of the estimated option value and consequently the stock option expense. The risk free rate was based on the US Treasury Yield Curve for the expected life of the options on the grant date. Expected dividends are estimated at $0.0, as we have never issued dividends and we have no current plans to issue dividends in the future. 2015 Long-Term Incentive Option Grants Employees and Consultants Option Grants On April 8, 2015 and August 12, 2015, the Compensation Committee and the Board of Directors granted long term incentive stock options totaling 550,972 and 89,584, respectively, under the 2015 Equity Incentive Plan, the (“Plan”) to employees and consultants of the Company. These stock options vest 1/3 on each annual anniversary date over three years. These stock options have a strike price of $1.26, which was the closing price of the Company’s stock on April 8, 2015, and the stock options have a fair value of $0.91 and $0.74 respectively, based on a risk free rate of 1.55% and 1.70% respectively, volatility of 87% and 87.5% respectively, and an expected life of six years, as measured on the grant date. The expected life is calculated using the simplified method as we do not have sufficient historical option data to provide a better estimate of the expected option term. These options have a 10 year contractual term. The risk free rate was based on the US Treasury Yield Curve for the expected life of the options on the grant date. Expected dividends are estimated at $0.0, as we have never issued dividends and we have no current plans to issue dividends in the future. Grants to our consultants were re-measured as of September 30, 2015, and the fair value of each option was $0.55 on the measurement date. This re-measured stock option expense for options issued to consultants was not significant. We estimated future pre-vest forfeitures to be 1.5%, based on historical information. Director Option Grants On April 8, 2015 and August 12, 2015, the Compensation Committee and the Board of Directors granted 112,996 and 23,024, respectively, of long term non-qualified stock options under the 2015 Equity Incentive Plan to the Board of Directors of the Company. These stock options fully vest on the first annual anniversary date of the grant. These stock options have a strike price of $1.26, which was the closing price of the Company’s stock on April 8, 2015 and the stock options have a fair value of $0.88 and $0.71 respectively, based on a risk free rate of 1.46% and 1.61% respectively, volatility of 86% and 87.35% respectively, and an expected life of 5.5 years. The expected life is calculated using the simplified method as we do not have any history to provide a better estimate of the expected option term. These options have a 10 year contractual term. The risk free rate was based on the US Treasury Yield Curve for the expected life of the options on the grant date. Expected dividends are estimated at $0.0, as we have never issued dividends and we have no current plans to issue dividends in the future. Grants to our consultants were re-measured as of September 30, 2015, and the fair value of each option was $0.39 on the measurement date. This re-measured stock option expense for options issued to consultants was not significant. We estimated future pre-vest forfeitures to be 1.5%, based on historical information. 2014 Stock Option Grants On May 5, 2014, we granted 579,429 stock options to our employees, directors, and consultants. These stock options vest over three years for employees and consultants, and over one year for our directors. The fair value of each option was $1.79 on the grant date, based on (1) The strike price of $2.55, the price of our stock at the close of the market on the grant date; (2) The expected life of the grant of 5 years which is equal to the term of the grant, as historically grants have only been exercised just before the term expires; (3) The risk free rate of 1.68% which is based on the treasury yield curve for a 5 year term as published by the U.S. Treasury for the grant date; (4) Volatility of 90.44%, as measured based on the expected life of the options, and (5) Expected dividends of $0.0, as we have never issued dividends and we have no current plans to issue dividends in the future. Grants to our consultants were re-measured as of September 30, 2015, and the fair value of each option was $0.58 on the measurement date. The re-measured stock option expense for options issued to consultants was not significant. We estimated future pre-vest forfeitures to be 1.5%, based on historical information. Stock option transactions to the employees, directors and consultants are summarized as follows for the nine months ended September 30, 2015: Weighted Weighted Average Average Options Exercise Grant Date Fair Outstanding Price Value Beginning of the period 2,026,564 $ 9.19 $ 10.61 Granted 1,609,674 $ 1.26 $ 0.84 Exercised - - - Forfeited (114,407 ) $ 6.63 $ 6.06 Expired - $ - $ - End of the period 3,521,831 $ 5.65 $ 5.04 Options exercisable 2,476,159 $ 7.36 $ 6.72 Stock option transactions to the employees, directors and consultants are summarized as follows for the year ended December 31, 2014: Weighted Weighted Average Average Options Exercise Grant Date Fair Outstanding Price Value Beginning of the year 1,564,257 $ 11.16 $ 10.61 Granted 579,429 $ 2.55 $ 1.79 Exercised - - - Forfeited (117,122 ) $ 2.55 $ 1.79 Expired - $ - $ - End of the year 2,026,564 $ 9.19 $ 10.61 Options exercisable 1,564,257 $ 11.16 $ 10.61 The above tables include options issued and outstanding as of September 30, 2015, as follows: i) A total of 255,202 non-qualified 10 year options have been issued, and are outstanding, to advisory board members at exercise prices of $4.50 to $14.40 per share. ii) A total of 2,994,703 non-qualified 5 - 10 year options have been issued, and are outstanding, to our directors, officers, and employees at exercise prices of $0.83 to $23.85 per share. From this total, 1,277,754 options are outstanding to the Chief Executive Officer who is also a director, with remaining contractual lives of 0.2 years to 9.9 years. All other options issued to directors, officers, and employees have a remaining contractual life ranging from 0.8 years to 10.0 years. iii) A total of 271,926 non-qualified 5 - 10 year options have been issued, and are outstanding, to our consultants at exercise prices of $1.26 to $15.30 per share. The following table provides certain information with respect to the above-referenced stock options that are outstanding and exercisable at September 30, 2015: Stock Options Outstanding Stock Options Vested Weighted Weighted Average Average Remaining Weighted Remaining Weighted Contractual Number Average Contractual Number Average Life of Exercise Life of Exercise -Years Awards Price -Years Awards Price Exercise Prices $0.83 - $5.00 7.81 2,255,318 $ 1.79 7.68 1,209,646 $ 1.96 $5.01 - $12.90 3.30 668,177 $ 7.59 3.30 668,177 $ 7.59 $13.50 -$18.90 0.56 358,336 $ 14.17 0.56 358,336 $ 14.17 $19.20 -$23.85 0.38 240,000 $ 23.85 0.38 240,000 $ 23.85 Total 5.73 3,521,831 $ 5.65 4.76 2,476,159 $ 7.36 The following table provides certain information with respect to the above-referenced stock options that are outstanding and exercisable at December 31, 2014: Stock Options Outstanding Stock Options Vested Weighted Weighted Average Average Remaining Weighted Remaining Weighted Contractual Number Average Contractual Number Average Life of Exercise Life of Exercise -Years Awards Price -Years Awards Price Exercise Prices $2.55 - $5.00 4.26 645,644 $ 3.10 4.06 183,337 $ 4.50 $5.01 - $12.90 4.11 782,584 $ 7.45 4.11 782,584 $ 7.45 $13.50 -$18.90 1.30 358,336 $ 14.17 1.30 358,336 $ 14.17 $19.20 -$23.85 1.12 240,000 $ 23.85 1.12 240,000 $ 23.85 Total 3.31 2,026,564 $ 9.19 3.00 1,564,257 $ 11.16 The aggregate intrinsic value of stock options outstanding at September 30, 2015 and December 31, 2014, was $0. Intrinsic value is calculated based on the difference between the exercise price of the underlying awards and the quoted price of our common stock as of the reporting date ($0.83 and $1.55 per share as of the close on September 30, 2015 and December 31, 2014, respectively). We use the historical volatility of our stock price over the number of years that matches the expected life of our stock option grants or we use the historical volatility of our stock price since January 5, 2006, the date we announced that we were becoming a public company, to estimate the future volatility of our stock. At this time we do not believe that there is a better objective method to predict the future volatility of our stock for options with an expected term that is greater than our stock trading history. Prior to January 1, 2015, we estimated the life of our option awards based on the full contractual term of the option grant. To date we have had very few exercises of our option grants, and those stock option exercises had occurred just before the contractual expiration dates of the option awards. Since the strike price of most of our outstanding awards is greater than the price of our stock, generally awards have expired at the end of the contractual term. For options granted after January 1, 2015, we have applied the simplified method to estimate the expected term of our option grants as it is more likely that these options may be exercised prior to the end of the term. We estimate the effect of future forfeitures of our option grants based on an analysis of historical forfeitures of unvested grants, as we have no better objective basis for that estimate. The expense that we have recognized related to our grants includes the estimate for future pre-vest forfeitures. We will adjust the actual expense recognized due to future pre-vest forfeitures as they occur. We have estimated that 1.5% of our option grants will be forfeited prior to vesting. Weighted average assumptions used in the Black Scholes option-pricing model for the nine months ended September 30, 2015 and the year ended December 31, 2014, were as follows: Nine Months ended Year ended September 30, December 31, 2015 2014 Average risk-free interest rate 1.48% 1.68% Average expected life- years 5.4 5.0 Expected volatility 86.76% 90.44% Expected dividends 0 0 Stock-based compensation expense includes the expense related to (1) Grants of stock options, (2) grants of restricted stock, (3) Stock issued as consideration for some of the services provided by our directors and strategic advisory council members, and (4) stock issued in lieu of cash to pay bonuses to our employees and contractors. Grants of stock options and restricted stock are awarded to our employees, directors, consultants, and board members and we recognize the fair value of these awards ratably as they are earned. The expense related to payments in stock for services is recognized as the services are provided. Stock-based compensation expense is recorded under the financial statement captions cost of services provided, general and administrative expenses and research and development expenses in the accompanying condensed consolidated statements of operations. For the three months ended September 30, 2015 and 2014, we recognized stock-based compensation of approximately $0.2 million and $0.1 million, respectively. For the nine months ended September 30, 2015 and 2014, we recognized stock-based compensation of approximately $1.0 million and $0.2 million, respectively. Related income tax benefits were not recognized, as we incurred a tax loss for both years. |
Business Segment Results
Business Segment Results | 9 Months Ended |
Sep. 30, 2015 | |
Business Segment Results [Text Block] | Note 10. Business Segment Results We have two principal business segments, which are (1) our technology business and (2) our consulting services business. These business segments were determined based on the nature of the operations and the services offered. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief decision-makers, in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer and Chief Financial Officer have been identified as the chief operating decision makers. Our chief operating decision makers direct the allocation of resources to operating segments based on the profitability, the cash flows, and the business plans of each respective segment. BUSINESS SEGMENT RESULTS – THREE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 Corporate and Consulting Technology Eliminations Total 2015 2014 2015 2014 2015 2014 2015 2014 Revenue 234,163 275,158 0 0 0 0 234,163 275,158 Segment Profit (Loss) – Pre Tax (2,843 ) 201,954 (302,912 ) (116,145 ) 131,484 10,187 (174,271 ) 95,996 Total Assets 255,035 138,026 893,187 801,447 2,113,912 1,313,364 3,262,134 2,252,837 Property Additions 0 0 0 0 0 0 0 0 Interest Expense 0 0 0 0 0 0 0 0 Depreciation 0 0 0 0 0 0 0 0 BUSINESS SEGMENT RESULTS – NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 Corporate and Consulting Technology Eliminations Total 2015 2014 2015 2014 2015 2014 2015 2014 Revenue 656,220 878,396 0 0 0 0 656,220 878,396 Segment Profit (Loss) – Pre Tax (142,402 ) 284,994 (910,458 ) (1,172,680 ) (23,753 ) (4,175,707 ) (1,076,613 ) (5,063,393 ) Total Assets 255,035 138,026 893,187 801,447 2,113,912 1,313,364 3,262,134 2,252,837 Property Additions 0 0 0 0 0 0 0 0 Interest Expense 0 0 0 0 0 0 0 0 Depreciation 0 0 0 0 0 0 0 0 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements [Text Block] | Note 11. Fair Value Measurements The Company adopted the accounting guidance on fair value measurements for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements be classified and disclosed in one of the following three categories: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liability measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014: Fair value measurement using Significant Significant Quoted prices in other unobservable active markets observable inputs ($ rounded to nearest thousand) (Level 1) inputs (Level 2) (Level 3) Total Balance at Sept. 30, 2015 Assets: Cash and cash equivalents $ 1,676,000 $ — $ — $ 1,676,000 Liabilities: Warrant liability $ — $ — $ 1,892,000 $ 1,892,000 Fair value measurement using Significant Significant Quoted prices in other unobservable active markets observable inputs ($ rounded to nearest thousand) (Level 1) inputs (Level 2) (Level 3) Total Balance at December 31, 2014 Assets: Cash and cash equivalents $ 4,220,000 $ — $ — $ 4,220,000 Liabilities: Warrant liability $ — $ — $ 4,633,000 $ 4,633,000 The reconciliation of warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: ($ rounded to nearest thousand) Warrant Liability Balance at December 31, 2013 $ 1,711,000 Issuance of additional warrants 4,416,000 Exercise of warrants (331,000 ) Change in fair value of warrant liability (1,163,000 ) Balance at December 31, 2014 4,633,000 Issuance of additional warrants - Exercise of warrants - Change in fair value of warrant liability (2,741,000 ) Balance at September 30, 2015 $ 1,892,000 The fair value of the warrant liability is based on Level 3 inputs. For this liability, the Company developed its own assumptions that do not have observable inputs or available market data to support the fair value. See Note 8 for further discussion of the warrant liability. The Company believes that the fair values of its current assets and current liabilities approximate their reported carrying amounts. There were no transfers between Level 1, 2 and 3. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Text Block] | Note 12. Subsequent Events On October 19, 2015 we sold 99,934 common shares for total gross proceeds of approximately $116,000 through the ATM financing arrangement we have in place (See Note 9 – Stockholders’ Equity). |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Basis of Consolidation [Policy Text Block] | Basis of Consolidation These consolidated financial statements include the accounts of Lightbridge, a Nevada corporation, and our wholly-owned subsidiaries, TPI, a Delaware corporation, Lightbridge International Holding LLC, a Delaware limited liability company, and our foreign branch offices. All significant intercompany transactions and balances have been eliminated in consolidation. We registered a branch office in the United Kingdom in 2008 called Lightbridge Advisors Limited (inactive) and we also established a branch office in Moscow, Russia, in July 2009, both of which are wholly owned by Lightbridge International Holding LLC at December 31, 2014. These branch offices will be closed in 2015. Translation gains and losses for the three and nine months ended September 30, 2015 and 2014 were not significant. Foreign branches are winding down as of September 30, 2015. |
Certain Risks, Uncertainties and Concentrations [Policy Text Block] | Certain Risks, Uncertainties and Concentrations We are an early stage company and will likely need additional funding by way of strategic alliances, further offerings of equity securities, an offering of debt securities, or a financing through a bank in order to support the remaining research and development activities required to further enhance and complete the development of our fuel products to a commercial stage. Currently, we are working on consulting revenue opportunities with the overall goal of increasing our profitability and cash flow. We participate in a government-regulated industry. Our operating results are affected by a wide variety of factors including decreases in the use or public favor of nuclear power, the ability of our technology to safeguard the production of nuclear power and our ability to safeguard our patents and intellectual property from competitors. Due to these factors, we may experience substantial period-to-period fluctuations in our future operating results. Potentially, a loss of a key officer, key management, and other personnel could impair our ability to successfully execute our business strategy, particularly when these individuals have acquired specialized knowledge and skills with respect to nuclear power and our operations. Our future operations and earnings currently depend on the results of the Company’s operations outside the United States. There can be no assurance that the Company will be able to successfully continue to conduct such operations, and a failure to do so would have a material adverse effect on the Company’s research and development activities, financial position, results of operations, and cash flows. Also, the success of the Company’s operations will be subject to other numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, competition, changes in regulations, changes in accounting and taxation standards, inability to achieve overall long-term goals, future impairment charges and global or regional catastrophic events. Because the Company is dependent on its international operations for almost all its revenue, the Company may be subject to various additional political, economic, and other uncertainties. Accounts receivable are typically unsecured and are primarily derived from revenues earned from customers located in the Middle East. We perform ongoing evaluations to determine customer credit and we limit the amount of credit we extend, but generally we do not require collateral from our customers. We maintain reserves for estimated credit losses if necessary, however, no reserve has been set up at September 30, 2015 and December 31, 2014, as we have not incurred any credit losses from our customers to date. Approximately 78% and 67% of the total revenues reported for the three months ended September 30, 2015 and 2014, respectively, were from the ENEC and FANR contracts. The ENEC and FANR contracts were approximately 61% and 74% of our consulting revenues for the nine months ended September 30, 2015 and 2014, respectively. Contracts with one other customer constituted approximately 21% of the total revenues reported for the three months ended September 30, 2015 and approximately 34% of the total revenues reported for the nine months ended September 30, 2015. |
Revenue Recognition [Policy Text Block] | Revenue Recognition Consulting Business Segment At the present time, we derive all of our revenue from our consulting business segment on a time and expense basis as provided, by offering consulting services to governments outside the United States planning to create or expand electricity generation capabilities using nuclear power plants. Our fee structure for each client engagement is dependent on a number of variables, including the size of the client, the complexity, the level of the opportunity for us to improve the client’s electrical generation capabilities using nuclear power plants, and other factors. The accounting policy we use to recognize revenue depends on the terms and conditions of the specific contract. Revenues from the Executive Affairs Authority (“EAA”) of Abu Dhabi, one of the member Emirates of the UAE, and the related entities, ENEC and FANR, are billed on both a time and expense basis and on a fixed contract basis with revenue recognized based on the acceptance of defined contract deliverables. Certain customer arrangements require evaluation of the criteria outlined in the accounting standards for reporting revenue “ Gross as a Principal Versus Net as an Agent ” in determining whether it is appropriate to record the gross amount of revenue and related costs, or the net amount earned as agent fees. Generally, when we are primarily obligated in a transaction, revenue is recorded on a gross basis. Other factors that we consider in determining whether to recognize revenue on a gross versus net basis include our assumption of credit risk, latitude in establishing prices, our determination of service specifications, and our involvement in the provision of services. We have determined, based on the credit risk that we bear for collecting consulting fees, travel costs, and other reimbursable costs from our customers, that in 2015 and 2014 we acted as a principal, and therefore we are recognizing as revenue all travel costs and other reimbursable costs billed to our customers. Cost of consulting services includes labor, travel expenses, stock-based compensation and other related consulting costs. Technology Business Segment Once our nuclear fuel designs have advanced to a commercially usable stage by a fuel fabricator and/or nuclear plant owner/operator, we will seek to license our technology to them or to major government contractors working for the applicable government. We expect that our revenue from these license fees will be recognized on a straight-line basis over the expected period of the related license term. |
Stock-Based Compensation [Policy Text Block] | Stock-Based Compensation The stock-based compensation expense incurred by Lightbridge for employees and directors in connection with its equity incentive plan is based on the employee model of ASC 718, and the fair value of the options is measured at the grant date. Under ASC 718 employee is defined as, “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. Tax Regulations.” Our advisory board members and consultants do not meet the employer-employee relationship as defined by the IRS and therefore are accounted for under ASC 505-50. ASC 505-50-30-11 (previously EITF 96-18) further provides that an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: i. The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and ii. The date at which the counterparty’s performance is complete. We have elected to use the Black-Scholes pricing model to determine the fair value of stock options on the measurement date of the grant. Restricted stock units are measured based on the fair values of the underlying stock on the measurement date of the grant. Shares that are issued to officers on the exercise dates of their stock options may be issued net of the statutory withholding requirements to be paid by us on behalf of our employees. As a result, the actual number of shares issued will be fewer than the actual number of shares exercised under the stock option. We recognize stock-based compensation using the straight-line method over the requisite service period. |
Cash and Cash Equivalents and Restricted Cash [Policy Text Block] | Cash and Cash Equivalents and Restricted Cash We may at times invest our excess cash in money market mutual funds. We classify all highly liquid investments with stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months as marketable securities. We hold cash balances in excess of the federally insured limits of $250,000 with one prominent financial institution. We deem this credit risk not to be significant as our cash is held by a major prominent financial institution. Total cash and cash equivalents held in checking accounts, as reported on the accompanying condensed consolidated balance sheets, totaled approximately $1.7 million and $4.2 million at September 30, 2015 and December 31, 2014, respectively. Restricted cash represents cash being held by the same prominent financial institution that is being used as collateral for our corporate credit cards and future letters of credit that we may issue to some of our foreign customers. The total balance of our restricted cash at September 30, 2015 and December 31, 2014, was approximately $0.3 million. |
Trade Accounts Receivable [Policy Text Block] | Trade Accounts Receivable We record accounts receivable at the invoiced amount and we do not charge interest. We review the accounts receivable by amounts due from customers which are past due, to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, we make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. We will also maintain a sales allowance to reserve for potential credits issued to customers. We will determine the amount of the reserve based on historical credits issued. There was no provision for doubtful accounts recorded at September 30, 2015 and December 31, 2014, as we have not experienced any bad debts from any of our customers. |
Foreign Currency [Policy Text Block] | Foreign Currency The functional currency of our international branches is the local currency. We translate the financial statements of these branches to U.S. dollars using period-end rates of exchange for assets and liabilities, and average rates of exchange for revenues, costs, and expenses. The translation gains/losses for our branch office in Russia were not significant for the three and nine months ended September 30, 2015 and 2014. |
Patents and Legal Costs [Policy Text Block] | Patents and Legal Costs Patents are stated on the accompanying condensed consolidated balance sheets at cost. Patent costs consist primarily of legal fees and application costs for filing and pursuing patent applications. The costs of the patents, once placed in service, will be amortized on a straight-line basis over their estimated useful lives or the remaining legal lives of the patents, whichever is shorter. The amortization periods for our patents can range between 17 and 20 years if placed into service at the beginning of their legal lives. Our patents have not been placed in service for the three and nine months ended September 30, 2015 and 2014. Legal costs are expensed as incurred except for legal costs to file for patent protection, which are capitalized and reported as patents on the accompanying condensed consolidated balance sheets. |
Impairment of long-lived assets [Policy Text Block] | Impairment of long-lived assets Long-lived assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges for the three and nine months ended September 30, 2015 and 2014. |
Research, Development and Related Expenses [Policy Text Block] | Research, Development and Related Expenses These costs from our technology business segment are charged to operations in the period incurred and are shown on a separate line on the accompanying condensed consolidated statements of operations. |
Warrant Liability [Policy Text Block] | Warrant Liability The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants are accounted for as a derivative in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) if the stock warrants contain terms that could potentially require “net cash settlement” and therefore, do not meet the scope exception for treatment as a derivative. Warrant instruments that could potentially require “net cash settlement” in the absence of express language precluding such settlement are initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. The Company will continue to classify the fair value of the warrants that contain “net cash settlement” as a liability until the warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability. For additional discussion of our warrants, see Note 8. |
Segment Reporting [Policy Text Block] | Segment Reporting We use the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by our chief decision makers for making operating decisions and assessing performance, as the source for determining our reportable segments. We have determined that we have two operating segments as defined by the FASB accounting pronouncement, “ Disclosures about Segments of an Enterprise and Related Information |
Recent Accounting Pronouncements [Policy Text Block] | Recent Accounting Pronouncements Revenue Recognition In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2017, (early adoption is not permitted). The guidance permits the use of either a retrospective or cumulative effect transition method. Going Concern In August 2014, FASB issued guidance that requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The updated accounting guidance will be effective for the Company on December 31, 2016, and early adoption is permitted. The Company will evaluate the going concern considerations in this guidance upon adoption. The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements. |
Restatement of Previously Iss19
Restatement of Previously Issued Condensed Consolidated Financial Statements (Tables) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Schedule of Outstanding Warrants, Restatement [Table Text Block] | Issued to Investors on July 28, 2010, entitling the holders to purchase 1,034,996 common shares in the Company at an exercise price of $9.00 per common share up to and including July 27, 2017 1,034,996 Issued to Investors on October 25, 2013, entitling the holders to purchase 1,250,000 common shares in the Company at an exercise price of $2.30 per common share up to and including April 24, 2021 1,117,178 Issued to Investors on November 17, 2014, entitling the holders to purchase 2,734,590 common shares in the Company at an exercise price of $2.31 per common share up to and including May 16, 2022 2,734,590 Total 4,886,764 | |||
Schedule of Consolidated Balance Sheet, Restated [Table Text Block] | As of December 31, 2014 Consolidated Balance Sheet Data: As Previously Reported Adjustment As Restated Warrant liability $ - 4,633,312 $ 4,633,312 Total liabilities 653,669 4,633,312 5,286,981 Additional paid-in capital 81,276,339 (10,474,875 ) 70,801,464 Accumulated deficit (75,894,854 ) 5,841,563 (70,053,291 ) Total stockholders’ equity $ 5,399,568 (4,633,312 ) $ 766,256 | |||
Schedule of Consolidated Statement of Operations, Restated [Table Text Block] | Three Months Ended September 30, 2014 As Previously Reported Adjustment As Restated Consolidated Statement of Operations Data : Warrant revaluation $ - 857,308 $ 857,308 Loss from operations before income taxes (761,312 ) 857,308 95,996 Net income (loss) (761,312 ) 857,308 95,996 Net income (loss) per share, basic and diluted $ (0.05 ) 0.06 $ 0.01 | Nine Months Ended September 30, 2014 As Previously Reported Adjustment As Restated Consolidated Statement of Operations Data: Warrant revaluation $ - (1,213,051 ) $ (1,213,051 ) Loss from operations before income taxes (3,850,342 ) (1,213,051 ) (5,063,393 ) Net loss (3,850,342 ) (1,213,051 ) (5,063,393 ) Net loss per share, basic and diluted $ (0.26 ) (0.08 ) $ (0.34 ) | ||
Schedule of Consolidated Cash Flows, Restated [Table Text Block] | Nine Months Ended September 30, 2014 As Previously Reported Adjustment As Restated Consolidated Cash Flows Data: Net loss $ (3,850,342 ) (1,213,051 ) $ (5,063,393 ) Warrant revaluation $ - 1,213,051 $ 1,213,051 |
Accounts Payable and Accrued 20
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | September 30, December 31, 2015 2014 Trade payables $ 0.2 $ 0.3 Accrued expenses and other 0.4 0.4 Total $ 0.6 $ 0.7 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Aggregate Fair Values, Warrants [Table Text Block] | September 30, December 31, 2015 2014 Calculated aggregate value $ 1,891,566 $ 4,633,312 Weighted average exercise price per share of warrant $ 3.72 $ 3.72 Closing price per share of common stock $ 0.83 $ 1.55 Weighted average volatility 86.48 89.80 Weighted average remaining expected life (years) 5.29 6.11 Weighted average risk-free interest rate 1.60 1.94 Dividend yield 0 % 0 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Schedule of Warrants Outstanding [Table Text Block] | September 30, 2015 2014 Issued to Investors on July 28, 2010, entitling the holders to purchase 1,034,996 common shares in the Company at an exercise price of $9.00 per common share up to and including July 27, 2017 1,034,996 1,034,996 Issued to Investors on October 25, 2013, entitling the holders to purchase 1,250,000 common shares in the Company at an exercise price of $2.30 per common share up to and including April 24, 2021 1,117,178 1,117,178 Issued to Investors on November 17, 2014, entitling the holders to purchase 2,734,590 common shares in the Company at an exercise price of $2.31 per common share up to and including May 16, 2022 2,734,590 - Total 4,886,764 2,152,174 | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Weighted Average Average Options Exercise Grant Date Fair Outstanding Price Value Beginning of the period 2,026,564 $ 9.19 $ 10.61 Granted 1,609,674 $ 1.26 $ 0.84 Exercised - - - Forfeited (114,407 ) $ 6.63 $ 6.06 Expired - $ - $ - End of the period 3,521,831 $ 5.65 $ 5.04 Options exercisable 2,476,159 $ 7.36 $ 6.72 | Weighted Weighted Average Average Options Exercise Grant Date Fair Outstanding Price Value Beginning of the year 1,564,257 $ 11.16 $ 10.61 Granted 579,429 $ 2.55 $ 1.79 Exercised - - - Forfeited (117,122 ) $ 2.55 $ 1.79 Expired - $ - $ - End of the year 2,026,564 $ 9.19 $ 10.61 Options exercisable 1,564,257 $ 11.16 $ 10.61 |
Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Stock Options Outstanding Stock Options Vested Weighted Weighted Average Average Remaining Weighted Remaining Weighted Contractual Number Average Contractual Number Average Life of Exercise Life of Exercise -Years Awards Price -Years Awards Price Exercise Prices $0.83 - $5.00 7.81 2,255,318 $ 1.79 7.68 1,209,646 $ 1.96 $5.01 - $12.90 3.30 668,177 $ 7.59 3.30 668,177 $ 7.59 $13.50 -$18.90 0.56 358,336 $ 14.17 0.56 358,336 $ 14.17 $19.20 -$23.85 0.38 240,000 $ 23.85 0.38 240,000 $ 23.85 Total 5.73 3,521,831 $ 5.65 4.76 2,476,159 $ 7.36 | Stock Options Outstanding Stock Options Vested Weighted Weighted Average Average Remaining Weighted Remaining Weighted Contractual Number Average Contractual Number Average Life of Exercise Life of Exercise -Years Awards Price -Years Awards Price Exercise Prices $2.55 - $5.00 4.26 645,644 $ 3.10 4.06 183,337 $ 4.50 $5.01 - $12.90 4.11 782,584 $ 7.45 4.11 782,584 $ 7.45 $13.50 -$18.90 1.30 358,336 $ 14.17 1.30 358,336 $ 14.17 $19.20 -$23.85 1.12 240,000 $ 23.85 1.12 240,000 $ 23.85 Total 3.31 2,026,564 $ 9.19 3.00 1,564,257 $ 11.16 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Nine Months ended Year ended September 30, December 31, 2015 2014 Average risk-free interest rate 1.48% 1.68% Average expected life- years 5.4 5.0 Expected volatility 86.76% 90.44% Expected dividends 0 0 |
Business Segment Results (Table
Business Segment Results (Tables) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Corporate and Consulting Technology Eliminations Total 2015 2014 2015 2014 2015 2014 2015 2014 Revenue 234,163 275,158 0 0 0 0 234,163 275,158 Segment Profit (Loss) – Pre Tax (2,843 ) 201,954 (302,912 ) (116,145 ) 131,484 10,187 (174,271 ) 95,996 Total Assets 255,035 138,026 893,187 801,447 2,113,912 1,313,364 3,262,134 2,252,837 Property Additions 0 0 0 0 0 0 0 0 Interest Expense 0 0 0 0 0 0 0 0 Depreciation 0 0 0 0 0 0 0 0 | Corporate and Consulting Technology Eliminations Total 2015 2014 2015 2014 2015 2014 2015 2014 Revenue 656,220 878,396 0 0 0 0 656,220 878,396 Segment Profit (Loss) – Pre Tax (142,402 ) 284,994 (910,458 ) (1,172,680 ) (23,753 ) (4,175,707 ) (1,076,613 ) (5,063,393 ) Total Assets 255,035 138,026 893,187 801,447 2,113,912 1,313,364 3,262,134 2,252,837 Property Additions 0 0 0 0 0 0 0 0 Interest Expense 0 0 0 0 0 0 0 0 Depreciation 0 0 0 0 0 0 0 0 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Schedule of Fair Value, Financial Assets and Liabilities [Table Text Block] | Fair value measurement using Significant Significant Quoted prices in other unobservable active markets observable inputs ($ rounded to nearest thousand) (Level 1) inputs (Level 2) (Level 3) Total Balance at Sept. 30, 2015 Assets: Cash and cash equivalents $ 1,676,000 $ — $ — $ 1,676,000 Liabilities: Warrant liability $ — $ — $ 1,892,000 $ 1,892,000 | Fair value measurement using Significant Significant Quoted prices in other unobservable active markets observable inputs ($ rounded to nearest thousand) (Level 1) inputs (Level 2) (Level 3) Total Balance at December 31, 2014 Assets: Cash and cash equivalents $ 4,220,000 $ — $ — $ 4,220,000 Liabilities: Warrant liability $ — $ — $ 4,633,000 $ 4,633,000 |
Schedule of Reconciliation of Warrant Liability [Table Text Block] | ($ rounded to nearest thousand) Warrant Liability Balance at December 31, 2013 $ 1,711,000 Issuance of additional warrants 4,416,000 Exercise of warrants (331,000 ) Change in fair value of warrant liability (1,163,000 ) Balance at December 31, 2014 4,633,000 Issuance of additional warrants - Exercise of warrants - Change in fair value of warrant liability (2,741,000 ) Balance at September 30, 2015 $ 1,892,000 |
Basis of Presentation, Summar25
Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Metallic fuel power uprate percentage | 10.00% | |||||
Operating cycle length - Westinghouse-type | 24 months | |||||
Stock based compensation | $ 1,017,449 | $ 227,274 | ||||
Cash and Cash Equivalents, at Carrying Value | $ 1,675,673 | $ 440,837 | 1,675,673 | 440,837 | $ 4,220,225 | $ 3,672,877 |
Research and Development Expense | 302,912 | $ 116,146 | $ 910,458 | $ 1,172,680 | ||
Minimum [Member] | ||||||
Amortization period for patents | 17 years | |||||
Maximum [Member] | ||||||
Federally insured cash limit | 250,000 | $ 250,000 | ||||
Amortization period for patents | 20 years | |||||
Approximations [Member] | ||||||
Cash and Cash Equivalents, at Carrying Value | 1,700,000 | $ 1,700,000 | 4,200,000 | |||
Restricted Cash | $ 300,000 | $ 300,000 | $ 300,000 | |||
Approximations [Member] | ENEC and FANR Projects [Member] | ||||||
Concentration Risk, Percentage | 78.00% | 67.00% | 61.00% | 74.00% | ||
Approximations [Member] | Customer Contract [Member] | ||||||
Concentration Risk, Percentage | 21.00% | 34.00% |
Restatement of Previously Iss26
Restatement of Previously Issued Condensed Consolidated Financial Statements (Narrative) (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Additional paid-in capital | $ 71,873,603 | $ 70,801,464 |
Accumulated deficit | (71,129,904) | (70,053,291) |
Stockholders' Equity | $ 762,222 | 766,256 |
Approximations [Member] | Adjustments [Member] | ||
Additional paid-in capital | 10,400,000 | |
Accumulated deficit | 5,800,000 | |
Stockholders' Equity | $ 4,600,000 | |
Cumulative effect | 7.70% |
Accounts Receivable -Project 27
Accounts Receivable -Project Revenue and Reimbursable Project Costs (Narrative) (Details) - Approximations [Member] - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Unbilled receivable | $ 0.1 | $ 0.1 |
ENEC and FANR Projects [Member] | ||
Accounts Receivable | $ 0.2 | $ 0.5 |
Portion of accounts receivable | 86.00% | 92.00% |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2015 | Oct. 16, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating lease term | 38 months | 1 year | ||||
Fairfax County Complaint 1 [Member] | ||||||
Compensatory damages sought | $ 1,000,000 | |||||
Fairfax County Complaint 2 [Member] | ||||||
Compensatory damages sought | 15,507 | |||||
Approximations [Member] | ||||||
Monthly rental fees | $ 32,000 | $ 32,000 | ||||
Deferred rent liability | $ 100,000 | 100,000 | ||||
Rent expense | $ 100,000 | $ 100,000 | $ 300,000 | $ 400,000 |
Research and Development Costs
Research and Development Costs (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
IFE Umbrella service agreement | 10 years | |||
Approximations [Member] | ||||
Research and development costs | $ 300,000 | $ 100,000 | $ 900,000 | $ 1,200,000 |
Consulting agreement monthly payments | $ 15,000 |
Warrant Liability (Narrative) (
Warrant Liability (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Approximations [Member] | ||||
Non-cash income | $ 1.1 | $ 0.9 | $ 2.7 | $ 1.2 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | Oct. 19, 2015 | Aug. 12, 2015 | Apr. 09, 2015 | Apr. 08, 2015 | Nov. 12, 2014 | Sep. 03, 2014 | May. 05, 2014 | Aug. 31, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | May. 31, 2015 | Apr. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 04, 2015 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||
Common Stock, Shares, Outstanding | 18,523,453 | 15,204,358 | 18,523,453 | 15,204,358 | 18,082,874 | ||||||||||||||
Class of Warrant or Right, Outstanding | 4,886,764 | 2,152,174 | 4,886,764 | 2,152,174 | |||||||||||||||
Number of options outstanding | 3,521,831 | 2,143,686 | 3,521,831 | 2,143,686 | 2,026,564 | 1,564,257 | |||||||||||||
Number of options vested and expected to vest outstanding | 2,476,159 | 2,476,159 | 1,564,257 | ||||||||||||||||
Aggregate intrinsic value | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value | $ 0.83 | $ 0.83 | $ 1.55 | ||||||||||||||||
Restricted stock grants estimated forfeiture amount | 1.50% | 1.50% | |||||||||||||||||
Share based compensation | $ 1,017,449 | $ 227,274 | |||||||||||||||||
Common Stock issued | 18,523,453 | 18,523,453 | 18,082,874 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 55,131 | 305,490 | |||||||||||||||||
Amount allocated from the Offering to warrants | $ 0 | $ 4,416,000 | |||||||||||||||||
Volitility rate | 86.76% | 90.44% | |||||||||||||||||
Risk-free interest rate | 1.48% | 1.68% | |||||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||||
Expected term | 5 years 4 months 24 days | 5 years | |||||||||||||||||
Stock options granted | 1,609,674 | 579,429 | |||||||||||||||||
Fair value of stock options granted | $ 10.61 | $ 10.61 | |||||||||||||||||
Approximations [Member] | |||||||||||||||||||
Stock option expense | $ 235,000 | $ 102,000 | $ 1,017,000 | $ 227,000 | |||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||
Non-qualified stock options | 1,277,754 | ||||||||||||||||||
Issuance of 2,731,900 non-qualified 5-10 year options [Member] | |||||||||||||||||||
Non-qualified stock options | 2,994,703 | ||||||||||||||||||
Lower Limit | $ 0.83 | ||||||||||||||||||
Upper Limit | $ 23.85 | ||||||||||||||||||
Issuance of 258,111 non-qualified 5-10 year options [Member] | |||||||||||||||||||
Non-qualified stock options | 271,926 | ||||||||||||||||||
Lower Limit | $ 1.26 | ||||||||||||||||||
Upper Limit | $ 15.30 | ||||||||||||||||||
November 12, 2014 Offering [Member] | |||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 5,000,000 | ||||||||||||||||||
Common stock and warrants sold | $ 2,878,516 | ||||||||||||||||||
Common stock to be purchased in the Offering | 2,734,590 | ||||||||||||||||||
Shares of common stock to be purchased by fixed combination | 0.95 | ||||||||||||||||||
Purchase price of fixed combination | $ 1.75 | ||||||||||||||||||
Warrant exercise price | $ 2.31 | ||||||||||||||||||
November 12, 2014 Offering [Member] | Approximations [Member] | |||||||||||||||||||
Net proceeds from the Offering received after payments of fees and expenses | $ 4,500,000 | ||||||||||||||||||
Issued to Investors on July 28, 2010 [Member] | |||||||||||||||||||
Class of Warrant or Right, Outstanding | 1,034,996 | 1,034,996 | 1,034,996 | 1,034,996 | |||||||||||||||
Common stock to be purchased in the Offering | 1,034,996 | 1,034,996 | |||||||||||||||||
Warrant exercise price | $ 9 | ||||||||||||||||||
Issued to Investors on October 25, 2013 [Member] | |||||||||||||||||||
Class of Warrant or Right, Outstanding | 1,117,178 | 1,117,178 | 1,117,178 | 1,117,178 | |||||||||||||||
Common stock to be purchased in the Offering | 1,250,000 | 1,250,000 | |||||||||||||||||
Warrant exercise price | $ 2.30 | ||||||||||||||||||
Issued to Investors on November 17, 2014 [Member] | |||||||||||||||||||
Class of Warrant or Right, Outstanding | 2,734,590 | 0 | 2,734,590 | 0 | |||||||||||||||
Common stock to be purchased in the Offering | 2,734,590 | 2,734,590 | |||||||||||||||||
Warrant exercise price | $ 2.31 | ||||||||||||||||||
2015 Equity Incentive Plan [Member] | |||||||||||||||||||
Common Stock, Shares Authorized | 3,000,000 | 3,000,000 | |||||||||||||||||
Shares of Common Stock limit on stock options | 250,000 | ||||||||||||||||||
2015 Equity Incentive Plan [Member] | Directors [Member] | |||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||
Volitility rate | 87.35% | 86.00% | |||||||||||||||||
Risk-free interest rate | 1.61% | 1.46% | |||||||||||||||||
Expected term | 5 years 6 months | ||||||||||||||||||
Strike Price | $ 1.26 | ||||||||||||||||||
Fair value of stock options granted | $ 0.71 | $ 0.88 | $ 0.39 | $ 0.39 | |||||||||||||||
Pre-vesting forfeiture rate | 1.50% | ||||||||||||||||||
Expected dividends | $ 0 | ||||||||||||||||||
2015 Short-Term Non-Qualified Option Grants [Member] | |||||||||||||||||||
Non-qualified stock options | 1,536 | 1,812 | 1,310 | 1,775 | 2,981 | 1,803 | |||||||||||||
Contractural lives | 10 years | ||||||||||||||||||
Lower Limit | $ 0.76 | ||||||||||||||||||
Upper Limit | $ 0.86 | ||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||
Strike Price | $ 1.26 | ||||||||||||||||||
Expected dividends | $ 0 | ||||||||||||||||||
2015 Long-Term Incentive Option Grants [Member] | Employees and Consultants [Member] | |||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||
Volitility rate | 87.50% | 87.00% | |||||||||||||||||
Risk-free interest rate | 1.70% | 1.55% | |||||||||||||||||
Expected term | 6 years | ||||||||||||||||||
Strike Price | $ 1.26 | ||||||||||||||||||
Stock options granted | 89,584 | ||||||||||||||||||
Fair value of stock options granted | $ 0.74 | $ 0.91 | |||||||||||||||||
Fair market value on measurement date | $ 0.55 | ||||||||||||||||||
Pre-vesting forfeiture rate | 1.50% | ||||||||||||||||||
Expected dividends | $ 0 | ||||||||||||||||||
Stock options granted | 550,972 | ||||||||||||||||||
2015 Long-Term Incentive Option Grants [Member] | Directors [Member] | |||||||||||||||||||
Non-qualified stock options | 23,024 | 112,996 | |||||||||||||||||
Equity Purchase Agreement [Member] | |||||||||||||||||||
Equity Issuance, Per Share Amount | $ 0.92 | ||||||||||||||||||
Common stock purchase amount, per business day | 100,000 | 100,000 | |||||||||||||||||
Common stock purchase amount, per business day, value | $ 250,000 | $ 250,000 | |||||||||||||||||
Percentage of aggregate shares of the Company's common stock to be purchased | 30.00% | 30.00% | |||||||||||||||||
Percentage of purchase price per share, pursuant to VWAP | 95.00% | 95.00% | |||||||||||||||||
Stock issued for compensation for commitment, shares | 300,000 | ||||||||||||||||||
Stock issued for compensation for commitment, amount | $ 276,000 | ||||||||||||||||||
ATM Offering [Member] | |||||||||||||||||||
Common Stock issued | 99,934 | 140,579 | 140,579 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 116,000 | $ 155,000 | |||||||||||||||||
Issuance of 255,202 non-qualified 10 year options [Member] | |||||||||||||||||||
Non-qualified stock options | 255,202 | ||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||
Lower Limit | $ 4.50 | ||||||||||||||||||
Upper Limit | 14.40 | ||||||||||||||||||
Registered Direct Offering and Outstanding Warrants [Member] | |||||||||||||||||||
Equity Issuance, Per Share Amount | $ 2.30 | ||||||||||||||||||
Common Stock issued | 132,822 | ||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 306,000 | ||||||||||||||||||
May 5, 2014 Stock Options Granted [Member] | |||||||||||||||||||
Volitility rate | 90.44% | ||||||||||||||||||
Risk-free interest rate | 1.68% | ||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||
Strike Price | $ 2.55 | ||||||||||||||||||
Stock options granted | 579,429 | ||||||||||||||||||
Fair value of stock options granted | $ 1.79 | ||||||||||||||||||
Fair market value on measurement date | $ 0.58 | ||||||||||||||||||
Pre-vesting forfeiture rate | 1.50% | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Strike Price | $ 0.83 | ||||||||||||||||||
Minimum [Member] | Chief Executive Officer [Member] | |||||||||||||||||||
Contractural lives | 2 months 12 days | ||||||||||||||||||
Minimum [Member] | Directors, Officers and Employees [Member] | |||||||||||||||||||
Contractural lives | 9 months 18 days | ||||||||||||||||||
Minimum [Member] | Issuance of 2,731,900 non-qualified 5-10 year options [Member] | |||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||
Minimum [Member] | Issuance of 258,111 non-qualified 5-10 year options [Member] | |||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||
Minimum [Member] | November 12, 2014 Offering [Member] | |||||||||||||||||||
Maximum common stock ownership to be eligible for exercise of warrants | 4.99% | ||||||||||||||||||
Minimum [Member] | 2015 Short-Term Non-Qualified Option Grants [Member] | |||||||||||||||||||
Risk-free interest rate | 1.37% | ||||||||||||||||||
Dividend yield | 86.00% | ||||||||||||||||||
Strike Price | $ 1.12 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Strike Price | $ 0.98 | ||||||||||||||||||
Maximum [Member] | Chief Executive Officer [Member] | |||||||||||||||||||
Contractural lives | 9 years 10 months 24 days | ||||||||||||||||||
Maximum [Member] | Directors, Officers and Employees [Member] | |||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||
Maximum [Member] | Issuance of 2,731,900 non-qualified 5-10 year options [Member] | |||||||||||||||||||
Contractural lives | 5 years | ||||||||||||||||||
Maximum [Member] | Issuance of 258,111 non-qualified 5-10 year options [Member] | |||||||||||||||||||
Contractural lives | 5 years | ||||||||||||||||||
Maximum [Member] | November 12, 2014 Offering [Member] | |||||||||||||||||||
Maximum common stock ownership to be eligible for exercise of warrants | 19.99% | ||||||||||||||||||
Maximum [Member] | 2015 Short-Term Non-Qualified Option Grants [Member] | |||||||||||||||||||
Risk-free interest rate | 1.63% | ||||||||||||||||||
Dividend yield | 88.00% | ||||||||||||||||||
Strike Price | $ 1.23 | ||||||||||||||||||
Maximum [Member] | Equity Purchase Agreement [Member] | |||||||||||||||||||
Common stock, purchase commitment amount | $ 10,000,000 | ||||||||||||||||||
Maximum [Member] | ATM Offering [Member] | |||||||||||||||||||
Total fundraising limit | $ 478,500 | $ 478,500 | |||||||||||||||||
Remainder [Member] | ATM Offering [Member] | |||||||||||||||||||
Total fundraising limit | $ 207,000 | $ 207,000 | |||||||||||||||||
Stock and Stock Equivalents [Member] | |||||||||||||||||||
Common Stock, Shares, Outstanding | 26,932,048 | 19,500,218 | 26,932,048 | 19,500,218 | |||||||||||||||
Stock-based compensation [Member] | Approximations [Member] | |||||||||||||||||||
Share based compensation | $ 200,000 | $ 100,000 | $ 1,000,000 | $ 200,000 | |||||||||||||||
2006 Stock Plan [Member] | 2015 Short-Term Non-Qualified Option Grants [Member] | |||||||||||||||||||
Non-qualified stock options | 47,017 | ||||||||||||||||||
2006 Stock Plan [Member] | 2015 Short-Term Non-Qualified Option Grants [Member] | Employees and Consultants [Member] | |||||||||||||||||||
Non-qualified stock options | 463,192 | ||||||||||||||||||
2015 Equity Incentive Plan [Member] | |||||||||||||||||||
Non-qualified stock options | 158,859 | ||||||||||||||||||
Strike Price | $ 1.26 | ||||||||||||||||||
2015 Equity Incentive Plan [Member] | 2015 Short-Term Non-Qualified Option Grants [Member] | |||||||||||||||||||
Non-qualified stock options | 3,968 | ||||||||||||||||||
2015 Equity Incentive Plan [Member] | 2015 Short-Term Non-Qualified Option Grants [Member] | Employees and Consultants [Member] | |||||||||||||||||||
Non-qualified stock options | 148,845 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Nov. 20, 2015 | Oct. 19, 2015 | Aug. 12, 2015 | Apr. 08, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Common Stock, shares issued | 18,523,453 | 18,082,874 | |||||
Proceeds from issuance of common stock | $ 55,131 | $ 305,490 | |||||
Contractual term | 5 years 4 months 24 days | 5 years | |||||
2015 Equity Incentive Plan [Member] | |||||||
Non-qualified stock options | 158,859 | ||||||
Strike price | $ 1.26 | ||||||
Maximum [Member] | |||||||
Strike price | $ 0.98 | ||||||
ATM Offering [Member] | |||||||
Common Stock, shares issued | 99,934 | 140,579 | |||||
Proceeds from issuance of common stock | $ 116,000 | $ 155,000 | |||||
2015 Equity Incentive Plan [Member] | |||||||
Limit on shares to one individual | 250,000 | ||||||
2015 Equity Incentive Plan [Member] | Directors [Member] | |||||||
Contractual term | 5 years 6 months | ||||||
Strike price | $ 1.26 | ||||||
Subsequent Event [Member] | ATM Offering [Member] | |||||||
Common Stock, shares issued | 99,934 | ||||||
Proceeds from issuance of common stock | $ 116,000 | ||||||
Subsequent Event [Member] | Short-term Non-Qualified Stock Options [Member] | Directors, Officers and Employees [Member] | |||||||
Non-qualified stock options | 2,900,000 | ||||||
Subsequent Event [Member] | Short-term Non-Qualified Stock Options [Member] | Employees and Consultants [Member] | 2015 Equity Incentive Plan [Member] | |||||||
Non-qualified stock options | 1,100,000 | ||||||
Contractual term | 10 years | ||||||
Strike price | $ 0.92 | ||||||
Subsequent Event [Member] | Long-term Non-Qualified Stock Options [Member] | |||||||
Non-qualified stock options | 2,900,000 | ||||||
Contractual term | 10 years | ||||||
Strike price | $ 0.92 | ||||||
Subsequent Event [Member] | Long-term Non-Qualified Stock Options [Member] | 2015 Equity Incentive Plan [Member] | |||||||
Non-qualified stock options | 2,200,000 | ||||||
Subsequent Event [Member] | Long-term Non-Qualified Stock Options [Member] | Employees and Consultants [Member] | |||||||
Non-qualified stock options | 2,500,000 | ||||||
Subsequent Event [Member] | Long-term Non-Qualified Stock Options [Member] | Directors [Member] | |||||||
Non-qualified stock options | 400,000 | ||||||
Subsequent Event [Member] | 2015 Stock Equity Plan [Member] | |||||||
Limit on shares to one individual | 1,500,000 |
Schedule of Outstanding Warrant
Schedule of Outstanding Warrants, Restatement (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Warrants Outstanding | 4,886,764 | 2,152,174 |
Issued to Investors on July 28, 2010 [Member] | ||
Warrants Outstanding | 1,034,996 | 1,034,996 |
Exercise price | $ 9 | |
Common stock to be purchased in the Offering | 1,034,996 | |
Issued to Investors on October 25, 2013 [Member] | ||
Warrants Outstanding | 1,117,178 | 1,117,178 |
Exercise price | $ 2.30 | |
Common stock to be purchased in the Offering | 1,250,000 | |
Issued to Investors on November 17, 2014 [Member] | ||
Warrants Outstanding | 2,734,590 | 0 |
Exercise price | $ 2.31 | |
Common stock to be purchased in the Offering | 2,734,590 |
Schedule of Consolidated Balanc
Schedule of Consolidated Balance Sheet, Restated (Details) | Dec. 31, 2014USD ($) |
Warrant liability | $ 4,633,312 |
Total liabilities | 5,286,981 |
Additional paid in capital | 70,801,464 |
Accumulated deficit | (70,053,291) |
Total stockholders' equity | 766,256 |
As Previously Reported [Member] | |
Warrant liability | 0 |
Total liabilities | 653,669 |
Additional paid in capital | 81,276,339 |
Accumulated deficit | (75,894,854) |
Total stockholders' equity | 5,399,568 |
Adjustment [Member] | |
Warrant liability | 4,633,312 |
Total liabilities | 4,633,312 |
Additional paid in capital | (10,474,875) |
Accumulated deficit | 5,841,563 |
Total stockholders' equity | (4,633,312) |
As Restated [Member] | |
Warrant liability | 4,633,312 |
Total liabilities | 5,286,981 |
Additional paid in capital | 70,801,464 |
Accumulated deficit | (70,053,291) |
Total stockholders' equity | $ 766,256 |
Schedule of Consolidated Statem
Schedule of Consolidated Statement of Operations, Restated (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Warrant revaluation | $ 1,083,495 | $ 857,308 | $ 2,741,746 | $ (1,213,051) |
Income (loss) from operations before income taxes | (174,271) | 95,996 | (1,076,613) | (5,063,393) |
Net Loss | $ (174,271) | $ 95,996 | $ (1,076,613) | $ (5,063,393) |
Net loss per share, basic and diluted | $ (0.01) | $ 0.01 | $ (0.06) | $ (0.34) |
As Previously Reported [Member] | ||||
Warrant revaluation | $ 0 | $ 0 | ||
Income (loss) from operations before income taxes | (761,312) | (3,850,342) | ||
Net Loss | $ (761,312) | $ (3,850,342) | ||
Net loss per share, basic and diluted | $ (0.05) | $ (0.26) | ||
Adjustment [Member] | ||||
Warrant revaluation | $ 857,308 | $ (1,213,051) | ||
Income (loss) from operations before income taxes | 857,308 | (1,213,051) | ||
Net Loss | $ 857,308 | $ (1,213,051) | ||
Net loss per share, basic and diluted | $ 0.06 | $ (0.08) | ||
As Restated [Member] | ||||
Warrant revaluation | $ 857,308 | $ (1,213,051) | ||
Income (loss) from operations before income taxes | 95,996 | (5,063,393) | ||
Net Loss | $ 95,996 | $ (5,063,393) | ||
Net loss per share, basic and diluted | $ 0.01 | $ (0.34) |
Schedule of Consolidated Cash F
Schedule of Consolidated Cash Flows, Restated (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net Income (Loss) | $ (174,271) | $ 95,996 | $ (1,076,613) | $ (5,063,393) |
Warrant revaluation | $ (1,083,495) | (857,308) | $ (2,741,746) | 1,213,051 |
As Previously Reported [Member] | ||||
Net Income (Loss) | (761,312) | (3,850,342) | ||
Warrant revaluation | 0 | 0 | ||
Adjustment [Member] | ||||
Net Income (Loss) | 857,308 | (1,213,051) | ||
Warrant revaluation | (857,308) | 1,213,051 | ||
As Restated [Member] | ||||
Net Income (Loss) | 95,996 | (5,063,393) | ||
Warrant revaluation | $ (857,308) | $ 1,213,051 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Total | $ 608,346 | $ 653,669 |
Approximations [Member] | ||
Trade payables | 200,000 | 300,000 |
Accrued expenses and other | 400,000 | 400,000 |
Total | $ 600,000 | $ 700,000 |
Schedule of Aggregate Fair Valu
Schedule of Aggregate Fair Values, Warrants (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Calculated aggregate value | $ 1,891,566 | $ 4,633,312 |
Weighted average exercise price per share of warrant | $ 3.72 | $ 3.72 |
Closing price per share of common stock | $ 0.83 | $ 1.55 |
Weighted average volatility | 86.48% | 89.80% |
Weighted average remaining expected life (years) | 5 years 3 months 14 days | 6 years 1 month 10 days |
Weighted average risk-free interest rate | 1.60% | 1.94% |
Dividend yield | 0.00% | 0.00% |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Warrants Outstanding | 4,886,764 | 2,152,174 |
Issued to Investors on July 28, 2010 [Member] | ||
Warrants Outstanding | 1,034,996 | 1,034,996 |
Exercise price | $ 9 | |
Common stock to be purchased in the Offering | 1,034,996 | |
Issued to Investors on October 25, 2013 [Member] | ||
Warrants Outstanding | 1,117,178 | 1,117,178 |
Exercise price | $ 2.30 | |
Common stock to be purchased in the Offering | 1,250,000 | |
Issued to Investors on November 17, 2014 [Member] | ||
Warrants Outstanding | 2,734,590 | 0 |
Exercise price | $ 2.31 | |
Common stock to be purchased in the Offering | 2,734,590 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Beginning of Period | 2,026,564 | 1,564,257 |
Weighted Average Exercise Price Beginning of the Year | $ 9.19 | $ 11.16 |
Weighted Average Fair Value Stock Options Beginning of the Year | $ 10.61 | $ 10.61 |
Stock options granted | 1,609,674 | 579,429 |
Weighted Average Exercise Price Stock Options Granted | $ 1.26 | $ 2.55 |
Weighted Average Fair Value Stock Options Granted | $ 0.84 | $ 1.79 |
Exercised | 0 | 0 |
Weighted Average Exercise Price | $ 0 | $ 0 |
Weighted Average Fair Value Stock Options Exercised | $ 0 | $ 0 |
Forfeited | (114,407) | (117,122) |
Weighted Average Exercise Price Stock Options Forfeited | $ 6.63 | $ 2.55 |
Weighted Average Fair Value Stock Options Forfeited | $ 6.06 | $ 1.79 |
Expired | 0 | 0 |
Weighted Average Exercise Price Stock Options Expired | $ 0 | $ 0 |
Weighted Average Fair Value Stock Options Expired | $ 0 | $ 0 |
End of year | 3,521,831 | 2,026,564 |
Weighted Average Exercise End of Year | $ 5.65 | $ 9.19 |
Weighted Average Fair Value Stock Options End of Year | $ 5.04 | $ 10.61 |
Options exercisable | 2,476,159 | 1,564,257 |
Weighted Average Exercise Price Options exercisable | $ 7.36 | $ 11.16 |
Weighted Average Fair Value Options exerciseable | $ 6.72 | $ 10.61 |
Schedule of Disclosure of Share
Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Weighted Average Remaining Contractural Life - Years | 5 years 8 months 23 days | 3 years 3 months 22 days |
Number of options outstanding | 3,521,831 | 2,026,564 |
Weighted Average Exercise Price Stock Options Outstanding | $ 5.65 | $ 9.19 |
Number of Awards Vested | 2,476,159 | 1,564,257 |
Weighted Average Exercise Price | $ 7.36 | $ 11.16 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 4 years 9 months 4 days | 3 years |
Range 1 [Member] | ||
Exercise price lower range limit | $ 0.83 | $ 2.55 |
Exercise price upper range limit | $ 5 | $ 5 |
Weighted Average Remaining Contractural Life - Years | 7 years 9 months 22 days | 4 years 3 months 4 days |
Number of options outstanding | 2,255,318 | 645,644 |
Weighted Average Exercise Price Stock Options Outstanding | $ 1.79 | $ 3.10 |
Number of Awards Vested | 1,209,646 | 183,337 |
Weighted Average Exercise Price | $ 1.96 | $ 4.50 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 7 years 8 months 5 days | 4 years 22 days |
Range 2 [Member] | ||
Exercise price lower range limit | $ 5.01 | $ 5.01 |
Exercise price upper range limit | $ 12.90 | $ 12.90 |
Weighted Average Remaining Contractural Life - Years | 3 years 3 months 18 days | 4 years 1 month 10 days |
Number of options outstanding | 668,177 | 782,584 |
Weighted Average Exercise Price Stock Options Outstanding | $ 7.59 | $ 7.45 |
Number of Awards Vested | 668,177 | 782,584 |
Weighted Average Exercise Price | $ 7.59 | $ 7.45 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 3 years 3 months 18 days | 4 years 1 month 10 days |
Range 3 [Member] | ||
Exercise price lower range limit | $ 13.50 | $ 13.50 |
Exercise price upper range limit | $ 18.90 | $ 18.90 |
Weighted Average Remaining Contractural Life - Years | 6 months 22 days | 1 year 3 months 18 days |
Number of options outstanding | 358,336 | 358,336 |
Weighted Average Exercise Price Stock Options Outstanding | $ 14.17 | $ 14.17 |
Number of Awards Vested | 358,336 | 358,336 |
Weighted Average Exercise Price | $ 14.17 | $ 14.17 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 6 months 22 days | 1 year 3 months 18 days |
Range 4 [Member] | ||
Exercise price lower range limit | $ 19.20 | $ 19.20 |
Exercise price upper range limit | $ 23.85 | $ 23.85 |
Weighted Average Remaining Contractural Life - Years | 4 months 17 days | 1 year 1 month 13 days |
Number of options outstanding | 240,000 | 240,000 |
Weighted Average Exercise Price Stock Options Outstanding | $ 23.85 | $ 23.85 |
Number of Awards Vested | 240,000 | 240,000 |
Weighted Average Exercise Price | $ 23.85 | $ 23.85 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 4 months 17 days | 1 year 1 month 13 days |
Schedule of Share-based Payment
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Average risk-free interest rate | 1.48% | 1.68% |
Average expected life- years | 5 years 4 months 24 days | 5 years |
Expected volatility | 86.76% | 90.44% |
Expected dividends | 0.00% | 0.00% |
Schedule of Segment Reporting I
Schedule of Segment Reporting Information, by Segment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue | $ 234,163 | $ 275,158 | $ 656,220 | $ 878,396 |
Segment Profit - Pre Tax | (174,271) | 95,996 | (1,076,613) | (5,063,393) |
Total Assets | 3,262,134 | 2,252,837 | 3,262,134 | 2,252,837 |
Property Additions | 0 | 0 | 0 | 0 |
Interest Expense | 0 | 0 | 0 | 0 |
Depreciation | 0 | 0 | 0 | 0 |
Consulting [Member] | ||||
Revenue | 234,163 | 275,158 | 656,220 | 878,396 |
Segment Profit - Pre Tax | (2,843) | 201,954 | (142,402) | 284,994 |
Total Assets | 255,035 | 138,026 | 255,035 | 138,026 |
Property Additions | 0 | 0 | 0 | 0 |
Interest Expense | 0 | 0 | 0 | 0 |
Depreciation | 0 | 0 | 0 | 0 |
Technology [Member] | ||||
Revenue | 0 | 0 | 0 | 0 |
Segment Profit - Pre Tax | (302,912) | (116,145) | (910,458) | (1,172,680) |
Total Assets | 893,187 | 801,447 | 893,187 | 801,447 |
Property Additions | 0 | 0 | 0 | 0 |
Interest Expense | 0 | 0 | 0 | 0 |
Depreciation | 0 | 0 | 0 | 0 |
Corporate and Eliminations [Member] | ||||
Revenue | 0 | 0 | 0 | |
Segment Profit - Pre Tax | 131,484 | 10,187 | (23,753) | (4,175,707) |
Total Assets | 2,113,912 | 1,313,364 | 2,113,912 | 1,313,364 |
Property Additions | 0 | 0 | 0 | 0 |
Interest Expense | 0 | 0 | 0 | 0 |
Depreciation | $ 0 | $ 0 | $ 0 | $ 0 |
Schedule of Fair Value, Financi
Schedule of Fair Value, Financial Assets and Liabilities (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Assets: | ||
Cash and cash equivalents | $ 1,676,000 | $ 4,220,000 |
Liabilities: | ||
Warrant liability | 1,892,000 | 4,633,000 |
Quoted prices in active markets - Level 1 [Member] | ||
Assets: | ||
Cash and cash equivalents | 1,676,000 | 4,220,000 |
Liabilities: | ||
Warrant liability | 0 | 0 |
Significant other observable inputs - Level 2 [Member] | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Liabilities: | ||
Warrant liability | 0 | 0 |
Significant unobservable inputs - Level 3 [Member] | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Liabilities: | ||
Warrant liability | $ 1,892,000 | $ 4,633,000 |
Schedule of Reconciliation of W
Schedule of Reconciliation of Warrant Liability (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2013 | |
Balance, beginning of period | $ 4,633,000 | |
Issuance of additional warrants | 0 | $ 4,416,000 |
Exercise of warrants | 0 | (331,000) |
Change in fair value of warrant liability | (2,741,000) | (1,163,000) |
Balance, end of period | $ 1,892,000 | $ 1,711,000 |