Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 02, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | LIGHTBRIDGE Corp | ||
Entity Central Index Key | 1,084,554 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Trading Symbol | ltbr | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 10,624,252 | ||
Entity Common Stock, Shares Outstanding | 9,468,982 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 3,584,877 | $ 623,184 |
Restricted cash | 114,012 | 325,832 |
Accounts receivable - project revenue and reimbursable project | 388,434 | 139,797 |
Prepaid expenses and other current assets | 80,933 | 168,029 |
Deferred financing cost, net | 491,168 | |
Total Current Assets | 4,659,424 | 1,256,842 |
Other Assets | ||
Patent costs | 1,160,465 | 950,594 |
Deferred financing cost, net | 982,486 | |
Total Assets | 6,802,375 | 2,207,436 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,216,321 | 1,182,371 |
Total Current Liabilities | 1,216,321 | 1,182,371 |
Long-Term Liabilities | ||
Deferred lease abandonment liability | 28,464 | 196,938 |
Derivative warrant liability | 2,327,195 | |
Total Liabilities | 1,244,785 | 3,706,504 |
Stockholders' Equity (Deficiency) | ||
Preferred stock, $0.001 par value, 10,000,000 authorized shares, convertible Series A preferred shares, 1,020,000 shares issued and outstanding at December 31, 2016 and no shares issued and outstanding at December 31, 2015. | 1,020 | |
Common stock, $0.001 par value, 100,000,000 authorized, 7,112,143 shares and 3,725,819 shares issued and outstanding as of December 31, 2016 and, 2015, respectively | 7,112 | 3,726 |
Additional paid-in capital | 86,266,075 | 72,868,647 |
Accumulated Deficit | (80,716,617) | (74,371,441) |
Total Stockholders' Equity (Deficiency) | 5,557,590 | (1,499,068) |
Total Liabilities and Stockholders' Equity (Deficiency) | $ 6,802,375 | $ 2,207,436 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity (Deficiency) | ||
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 7,112,143 | 3,725,819 |
Common Stock, Shares Outstanding | 7,112,143 | 3,725,819 |
Convertible Series A Preferred Shares | ||
Stockholders' Equity (Deficiency) | ||
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 1,020,000 | 0 |
Preferred Stock, Shares Outstanding | 1,020,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | ||
Consulting Revenue | $ 760,577 | $ 910,531 |
Cost of Consulting Services Provided | 456,565 | 694,292 |
Gross Margin | 304,012 | 216,239 |
Operating Expenses | ||
General and administrative | 5,190,549 | 5,350,285 |
Research and development expenses | 2,748,337 | 1,484,164 |
Total Operating Expenses | 7,938,886 | 6,834,449 |
Operating Loss | (7,634,874) | (6,618,210) |
Other Income and (Expenses) | ||
Warrant revaluation | 1,672,573 | 2,306,117 |
Warrant modification expense | (162,398) | |
Interest income | 316 | 705 |
Financing costs | (191,345) | |
Interest expense and other income (expenses) | (29,448) | (6,762) |
Total Other Income and (Expenses) | 1,289,698 | 2,300,060 |
Net loss before income taxes | (6,345,176) | (4,318,150) |
Income taxes | 0 | 0 |
Net loss | (6,345,176) | (4,318,150) |
Accumulated preferred stock | (80,578) | |
Deemed dividend on convertible preferred stock dividend conversion due to beneficial feature | (581,300) | |
Net loss attributable to common stockholders | $ (7,007,054) | $ (4,318,150) |
Net Loss Per Common Share, Basic and Diluted | $ (1.48) | $ (1.18) |
Weighted Average Number of Shares Outstanding | 4,728,943 | 3,647,860 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Activities: | ||
Net Loss | $ (6,345,176) | $ (4,318,150) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||
Stock-based compensation | 1,984,011 | 1,881,326 |
Amortization of deferred financing cost | 191,345 | |
Abandonment loss | 433,467 | |
Warrant revaluation | (1,672,573) | (2,306,117) |
Warrant modification expense | 162,398 | |
Implied interest expense on deferred lease abandonment liability | 26,953 | |
Changes in operating working capital items: | ||
Accounts receivable - fees and reimbursable project costs | (248,637) | 329,289 |
Prepaid expenses and other assets | 87,096 | 37,156 |
Deferred lease abandonment liability | (263,437) | |
Accounts payable and accrued liabilities | 101,960 | 292,173 |
Net Cash Used In Operating Activities | (5,976,060) | (3,650,856) |
Investing Activities: | ||
Patent costs | (209,871) | (117,034) |
Net Cash Used In Investing Activities | (209,871) | (117,034) |
Financing Activities: | ||
Net proceeds from the issuance of common stock | 6,135,804 | 171,500 |
Net proceeds from the issuance of preferred stock | 2,800,000 | |
Proceeds from the issuance of note payable | 135,000 | |
Repayment of note payable | (135,000) | |
Restricted cash | 211,820 | (651) |
Net Cash Provided by Financing Activities | 9,147,624 | 170,849 |
Net Increase (Decrease) In Cash and Cash Equivalents | 2,961,693 | (3,597,041) |
Cash and Cash Equivalents, Beginning of Year | 623,184 | 4,220,225 |
Cash and Cash Equivalents, End of Year | 3,584,877 | 623,184 |
Cash paid during the year: | ||
Interest paid | 2,433 | |
Income taxes paid | ||
Non-Cash Financing Activity: | ||
Deferred financing costs | 1,664,999 | |
Warrant liability - reclassification to equity | 817,020 | |
Deemed dividend on convertible preferred stock, due to beneficial conversion feature | 581,300 | |
Accumulated preferred stock dividend | $ 80,578 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders’ Equity (Deficiency) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2014 | 3,616,602 | ||||
Beginning Balance, Amount at Dec. 31, 2014 | $ 3,617 | $ 70,815,930 | $ (70,053,291) | $ 766,256 | |
Shares issued – registered offerings, Shares | 109,217 | ||||
Shares issued – registered offerings, Amount | $ 109 | 171,391 | 171,500 | ||
Net loss | (4,318,150) | (4,318,150) | |||
Stock-based compensation | 1,881,326 | 1,881,326 | |||
Ending Balance, Shares at Dec. 31, 2015 | 3,725,819 | ||||
Ending Balance, Amount at Dec. 31, 2015 | $ 3,726 | 72,868,647 | (74,371,441) | (1,499,068) | |
Issuance of Preferred stock, Shares | 1,020,000 | ||||
Issuance of Preferred stock, Amount | $ 1,020 | 2,798,980 | 2,800,000 | ||
Shares issued - registered offerings – net of offering costs, Shares | 3,363,395 | ||||
Shares issued - registered offerings – net of offering costs, Amount | $ 3,363 | 6,132,441 | 6,135,804 | ||
Warrant modifications, Shares | 22,929 | ||||
Warrant modifications, Amount | $ 23 | 816,997 | 817,020 | ||
Issuance of warrants | 1,664,999 | 1,664,999 | |||
Net loss | (6,345,176) | (6,345,176) | |||
Stock-based compensation | 1,984,011 | 1,984,011 | |||
Ending Balance, Shares at Dec. 31, 2016 | 1,020,000 | 7,112,143 | |||
Ending Balance, Amount at Dec. 31, 2016 | $ 1,020 | $ 7,112 | $ 86,266,075 | $ (80,716,617) | $ 5,557,590 |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 1. Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations | The Company was 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 (subsequently referred to as we or the Company). We are engaged in two operating business segments: our Technology Business Segment and our Consulting Business Segment (see Note 12-Business Segment Results). Going Concern and Liquidity We have incurred recurring losses since inception and expect to continue to incur losses as a result of costs and expenses related to our research and continued development of our nuclear fuel and our corporate general and administrative expenses. At December 31, 2016, we had $3.7 million in cash. We have expended substantial funds on the research and development of our fuel technology and expect to increase our spending on research and development expenditures if we are able to execute on a potential joint venture with AREVA NP. Our net losses incurred for the year ended December 31, 2016 and 2015, amounted to $(6.3) million and $(4.3) million, respectively, and working capital was approximately $3.4 million and $0.1 million, respectively, at December 31, 2016 and 2015. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital might be available. On August 2, 2016, we closed on our offering of $2.8 million of our Convertible Series A Preferred Stock (see Note 11). We have also raised approximately $3.6 million in 2016 from our equity line purchase agreement and our securities purchase agreement from Aspire Capital Fund, LLC (Aspire Capital) (see Note 11). As of December 31, 2016, the available balance under the current equity line agreement is approximately $7.3 million. We have also entered into an option agreement with Aspire Capital that will give us an option until December 31, 2019 to enter in two equity line agreements for a combined total of $20 million (see Note 11). On June 11, 2015, the Company entered into an at-the-market issuance (ATM) sales agreement with MLV & Co. LLC ("MLV") (see Note 11), 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. We have also raised approximately $2.5 million, net of financing costs, in 2016 from our ATM from MLV for the year ended December 31, 2016. Reverse Stock Split Effective July 20, 2016, we conducted a one for five reverse stock-split of our issued and outstanding common stock and have retroactively adjusted our common shares outstanding, options and warrants amounts outstanding. We have presented our share data for and as of all periods presented on this basis. As a result, the number of common shares issued and outstanding at December 31, 2015 decreased from 18,628,957 shares to 3,725,819 shares. Our authorized capital of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock, each with a par value of $0.001, was changed to 100,000,000 shares of common stock authorized and 10,000,000 shares of preferred stock authorized with a par value of $0.001. The par value was not adjusted as a result of the one for five reverse stock split. 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 industrys 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 and modular reactors. On January 12, 2016, we announced entry into an initial services agreement with BWXT Nuclear Energy, Inc., a wholly owned subsidiary of BWX Technologies, Inc., to evaluate the ability to fabricate and prepare a preliminary plan for fabrication of Lightbridge-designed partial length nuclear fuel samples at BWXT facilities in the United States. On March 14, 2016, we entered into a joint development agreement (JDA) with AREVA NP (AREVA) to develop a joint business plan to evaluate the technical, economic, and strategic feasibility and desirability of the parties forming one or more joint venture companies to further develop, manufacture, and commercialize the Companys metallic nuclear fuel technology. The JDA includes a statement of work whereby the Company is expected to pay a total of approximately $141,000 toward the total cost of work to be performed as part of the Joint Evaluation Project Plan by placing a work release or purchase order with AREVA. The total amount is due and payable by the Company as follows: 40% of the total amount due upon the effective date of the signing of the JDA (paid May 4, 2016); 30% of the total amount due upon the delivery of an intermediate report by AREVA (paid August 2, 2016) and the remaining 30% due upon the delivery of the final report to the Company. On June 6, 2016 we announced that we received a key patent covering our metallic nuclear fuel rod design in Canada and also received our key patent in China following the notice of allowance publicly disclosed in May 2016. On July 5, 2016 we announced that we received a Notice of Allowance for a key patent covering our metallic nuclear fuel rod design from the European Patent Office. The patent was issued in August 2016. Lightbridge will seek patent validation in key countries in the EU region, including France, the UK, Sweden, and other key countries that already have a significant amount of nuclear generating capacity. 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 FANR contract can continue to be extended upon agreement by both parties. As of the date of this filing the FANR contract has not been extended to 2017, though we continue to provide services to FANR as a subcontractor under a contract with Lloyds Register Group Limited, a limited company registered in England and Wales. 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, which were wholly owned by Lightbridge International Holding LLC. The Moscow branch was closed in 2016 and we anticipate that the United Kingdom branch will be closed in 2017. Translation gains and losses for the years ended December 31, 2016 and 2015 were not significant. Use of Estimates and Assumptions The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant Estimates These accompanying consolidated financial statements include some amounts that are based on managements best estimates and judgments. The most significant estimates relate to valuation of stock grants and stock options, derivative liability for the stock purchase warrants, the valuation allowance on deferred tax assets, and various contingent liabilities. It is reasonably possible that these above-mentioned estimates and others may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods. It is also reasonably possible that the actual grant date value of the stock options vested might have been materially different than the estimated value. Fair Value of Financial Instruments The Companys financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, and a derivative warrant liability. The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value of the derivative warrants liabilities were determined based on Level 3 inputs. See Note 10 -Warrant Liability and Note 13- Fair Value Measurements for more information on the Level 3 inputs. 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 Companys 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 Companys research and development activities, financial position, results of operations, and cash flows. Also, the success of the Companys operations will be subject to other numerous contingencies, some of which are beyond managements 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 prime contractors and customers located in the Middle East and the United States. 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 December 31, 2016 and 2015, as we expect to collect all of our outstanding receivables. Accounts receivable from two customers each constituted approximately 80% and 20% of the total accounts receivable at December 31, 2016, respectively, and accounts receivable from two customers constituted approximately 77% of the total accounts receivable at December 31, 2015. Approximately 49% and 56% of the total revenues reported for the years ended December 31, 2016 and 2015, respectively, were from the ENEC and FANR contracts. Contracts with one other utility customer in the United States constituted approximately 22% and 7% of total revenues reported for the years ended December 31, 2016 and 2015, respectively, and contracts with one other customer constituted 29% and 34% for the years ended December 31, 2016 and 2015, respectively. 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 utilities as well as 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 clients 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 utilities and 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 a time and expense basis. We recognize revenue in accordance with ASC 605-10-S99, Revenue Recognition. We recognize revenue when all of the following conditions are met: (1) There is persuasive evidence of an arrangement; (2) The service has been provided to the customer; (3) The collection of the fees is reasonably assured; and (4) The amount of fees to be paid by the customer is fixed or determinable. 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 2016 and 2015 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 We are seeking to enter into a commercial arrangement with one or more fuel fabricators. We expect that our revenue from such a commercial arrangement will be earned under a licensing agreement. 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 consolidated balance sheets, totaled approximately $3.6 million and $0.6 million at December 31, 2016 and 2015, 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 letters of credit to secure contingent obligations under the sub-lease and our ACH transactions. The total balance of our restricted cash at December 31, 2016 and 2015 was approximately $114,000 and $326,000, respectively. 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 or a sales allowance recorded at December 31, 2016 and 2015, as we have not experienced any bad debts from any of our customers or issued significant credits to customers. Foreign Currency Foreign currency transaction gains/losses were not significant for the years ended December 31, 2016 and 2015. Patents and Legal Costs Patents are stated on the accompanying 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 years ended December 31, 2016 and 2015. 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 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 assets estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges for the years ended December 31, 2016 and 2015. 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 consolidated statements of operations. Common Stock Warrants The Company accounts for common stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Common 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 10 - Warrant Liability. Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Companys consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. The Companys legal costs associated with contingent liabilities are recorded to expense as incurred. 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 counterpartys 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 minimum 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. 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. Recently Adopted Accounting Pronouncements Going Concern Deferred Taxes Debt Issuance Costs Simplifying the Presentation of Debt Issuance Costs Recent Accounting Pronouncements Statement of Cash Flows Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows (Topic 230): Restricted Cash. Stock Compensation - Improvements to Employee Share-Based Payment Accounting, Leases Revenue Recognition Revenue from Contracts with Customers: Principal versus Agent Considerations Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 2. 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, restricted stock units, and warrants is not reflected in diluted earnings per share because we incurred net losses for the years ended December 31, 2016 and 2015, and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive and are therefore not included in the calculations. Loss per-share amounts for all periods have been retroactively adjusted to reflect the Companys 1-for-5 reverse stock split, which was effective July 20, 2016. The following table sets forth the computation of the basic and diluted loss per share (rounded in millions except shares outstanding and per share amounts): 2016 2015 Numerator: Net loss attributable to common stockholders $ (7.0 ) $ (4.3 ) Denominator: Weighted-average common shares outstanding 4,728,943 3,647,860 Basic and diluted net loss per share $ (1.48 ) $ (1.18 ) |
Accounts Receivable Project Rev
Accounts Receivable Project Revenue and Reimbursable Project Costs | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 3. Accounts Receivable – Project Revenue and Reimbursable Project Costs | FANR and ENEC Projects The total accounts receivable from the FANR and ENEC contracts was approximately $310,000 and $31,000 at December 31, 2016 and 2015, respectively. These amounts due from FANR represent approximately 80% of the accounts receivable reported at December 31, 2016 and approximately 13% of the accounts receivable at December 31, 2015. Total unbilled accounts receivable was $0.2 million at December 31, 2016 and $0.1 million at December 31, 2015. Foreign currency transaction exchange losses and translation gains and losses for the year ended December, 2016 and 2015, were not significant. Under our agreements with FANR and other entities, revenue will be recognized on a time and expense basis and fixed contract basis. We periodically discuss our consulting work with FANR, which 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. Travel costs and other reimbursable costs under these contracts are reported in the accompanying statement of operations as both revenue and cost of consulting services provided, and were not significant for the years ended December 31, 2016 and 2015. The total travel and other reimbursable expenses that have not been reimbursed to us and are included in total accounts receivable reported above from our consulting contracts was not significant at December 31, 2016 and 2015. The FANR and ENEC contracts have not been renewed for 2017, though we continue to provide services to FANR under the terms of a subcontract with Lloyds Register Group Limited, a limited company registered in England and Wales. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 4. Prepaid Expenses and Other Current Assets | Prepaid expenses consist primarily of prepayments made for research and development work, various professional services, insurance policies, travel, rent, and other miscellaneous prepayments. Total prepaid expenses and other current assets reported on the accompanying consolidated balance sheets at December 31, 2016 and 2015, were both approximately $0.1 million and $0.2 million, respectively. One month of rent or approximately $33,000 represents the one month advance rent placed on the prior McLean, Virginia corporate offices (see Note 7). A security deposit of approximately $15,000 was placed for the new corporate offices in Reston Virginia (see Note 7). The security deposits at December 31, 2016 and 2015, are reported under the balance sheet caption prepaid expenses and other current assets. |
Patents
Patents | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 5. Patents | Patents represent legal fees and filing costs that are capitalized and will be amortized over their estimated useful lives of 17 to 20 years or their remaining legal lives, whichever is shorter, after they are placed in service. In both 2016 and 2015, we capitalized approximately $0.2 million and $0.1 million, respectively, for patent filing costs. The total investment in patents was approximately $1.2 million and $1.0 million as of December 31, 2016 and 2015, respectively. No amortization expense of patents was recorded in either of the years ended December 31, 2016 and 2015. These patents were not placed in service for the years ended December 31, 2016 and 2015, or in prior years. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 6. Accounts Payable, Accrued Liabilities | Accounts payable and accrued expenses (rounded in millions) consisted of the following: December 31, December 31, 2016 2015 Trade payables $ 0.3 $ 0.3 Accrued expenses and other 0.4 0.4 Accrued bonuses 0.5 0.5 Total $ 1.2 $ 1.2 Note Payable On February 28, 2016 a note payable was issued to a finance company for a vendor invoice, which totaled $135,000. A down payment of $13,500 was made with remaining payments of nine monthly installments of approximately $14,000 (annual effective interest rate approximately 5%). The note was fully paid on November 28, 2016. Total interest expense under the note was approximately $2,400 for the year ended December 31, 2016, which was recorded in the accompanying statement of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 7. Commitments and Contingencies | Operating Leases On December 22, 2015 we entered into a lease for new office space for a 12 month term, with a monthly rent payment of approximately $6,500 per month plus additional charges. This lease was renewed for a one year term in December 2016. On December 17, 2015 we entered into a sublease agreement for our former office space with a third party with a lease term starting January 1, 2016 to February 28, 2018. The average monthly rent to be received under this sub-lease is approximately $15,000 per month, over the sub-lease term. At December 31, 2015 the present value of the negative cash flows over this sub-lease term was approximately $433,000 and this amount plus a real estate commission paid to find the sub-lease tenant of approximately $20,000, resulted in a total $453,000 that was recognized as an abandonment loss in general and administrative expenses in the accompanying consolidated statements of operations for the year ended December 31, 2015. The long-term portion of deferred lease abandonment liability was approximately $28,000 and the short-term portion of deferred lease abandonment liability of approximately $169,000 was included in accounts payable and accrued liabilities at December 31, 2016. The long-term portion of deferred lease abandonment liability was approximately $197,000 and the short-term portion of deferred lease abandonment liability of $237,000 was included in accounts payable and accrued liabilities at December 31, 2015. We have a standard indemnification arrangement under this sublease agreement that require us to indemnify the sublessee against liabilities and claims incurred in connection with the premises covered by the Companys lease. The term of this indemnification agreement is from the time of execution of the agreement to its expiration. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is $75,000, which is covered by a letter of credit that is outstanding as of December 31, 2016. As of December 31, 2016, the Company had not accrued a liability for this indemnification because the likelihood of incurring a payment obligation in connection with this indemnification is remote. The future minimum lease payments required under the non-cancelable operating leases are as follows (rounded in millions): Year ending December 31, Amount 2017 $ 0.5 2018 0.1 Total minimum payments required $ 0.6 Minimum payments have not been reduced by minimum sublease rentals of approximately $0.3 million due in the future under non-cancelable subleases. Litigation A former Chief Financial Officer of the Company filed a complaint against the Company with the U.S. Occupational Safety and Health Administration (the OSHA Complaint) on March 9, 2015. 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 Officers demand for damages is for back pay, front pay, and special damages. The Company believes that all of the above claims by the former Chief Financial Officer are without merit and intends to vigorously defend itself. As of December 31, 2016, legal fees of $12,955 were incurred that are expected to be paid by the Companys insurance carrier. |
Research and Development Costs
Research and Development Costs | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 8. Research and Development Costs | Research and development costs, included in the accompanying consolidated statement of operations amounted to approximately $2.7 million and $1.5 million for each of the years ended December 31, 2016 and 2015, respectively. We shut down our Moscow office operations as of January 1, 2015 and have since shifted our research and development work primarily to the United States, Canada, and Norway. There were no significant accrued liabilities related to shutting down of our Moscow office at December 31, 2016. On March 14, 2016, we entered into a joint development agreement with AREVA which defines the different steps (including, without limitation, a feasibility study, a business plan, and an implementation action plan), working groups, and methodology to determine the feasibility and opportunity of future joint ventures between the parties. The joint development agreement provides the process by which the parties will execute definitive documentation for the joint ventures, including a term sheet that will set forth the main terms of the definitive joint venture agreements. On January 12, 2016, we announced entry into an initial services agreement with BWXT Nuclear Energy, Inc., a wholly owned subsidiary of BWX Technologies, Inc., to evaluate the ability to fabricate and prepare a preliminary plan for fabrication of Lightbridge-designed partial length nuclear fuel samples at BWXT facilities in the United States. This arrangement can provide us with an alternative vendor and site to Canadian Nuclear Labs (CNL) for fabrication of our patented next generation metallic nuclear fuel test for irradiation testing at the Halden Research Reactor. We have consulting agreements with several consultants working on various projects for us, which total approximately $20,000 per month. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 9. Income Taxes | Our tax provision is determined using an estimate of our annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. The 2016 and 2015 annual effective tax rate is estimated to be a combined 38% for the U.S. federal and state statutory tax rates. We review tax uncertainties in light of changing facts and circumstances and adjust them accordingly. As of December 31, 2016 and 2015, there were no tax contingencies or unrecognized tax positions recorded. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting, and the amounts recognized for income tax purposes. The significant components of deferred tax assets (at a 38% effective tax rate) as of December 31, 2016 and 2016, respectively, are as follows: Deferred Tax Assets ($ in millions) Total Total Deferred Tax Asset 2016 2015 2016 2015 Capitalized start-up costs $ 3.0 $ 3.6 $ 1.1 $ 1.4 Abandonment loss 0.2 0.4 0.1 0.2 Stock-based compensation - net 8.9 15.6 3.4 5.9 Accruals 0.5 0.5 0.2 0.2 Net operating loss carry-forward 56.0 49.9 21.3 18.8 Less: valuation allowance (68.6 ) (69.5 ) (26.1 ) (26.5 ) Total $ - $ - $ - $ - We have a net operating loss carry-forward for federal and state tax purposes of approximately $56.0 million at December 31, 2016, that is potentially available to offset future taxable income, which will begin to expire in the year 2021. For financial reporting purposes, no deferred tax asset was recognized because at December 31, 2016 and 2015, management estimates that it is more likely than not that substantially all of the net operating losses will expire unused. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. The timing and manner in which we can utilize our net operating loss carryforward and future income tax deductions in any year may be limited by provisions of the Internal Revenue Code regarding the change in ownership of corporations. Such limitation may have an impact on the ultimate realization of our carryforwards and future tax deductions. Section 382 of the Internal Revenue Code (Section 382) imposes limitations on a corporations ability to utilize net operating losses if it experiences an ownership change. In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. Any unused annual limitation may be carried over to later years, and the amount of the limitation may under certain circumstances be increased by the built-in gains in assets held by us at the time of the change that are recognized in the five-year period after the change. Upon review of the ownership shifts, there has not been an ownership change as defined under Section 382. As a result, the amount of the deferred tax assets considered realizable was reduced 100% by a valuation allowance. The change in the valuation allowance was approximately $(0.3) million and $1.4 million for the years ended December 31, 2016 and 2015, respectively. The excess tax benefits of approximately $0.2 million associated with stock option exercises are recorded directly to stockholders' equity only when realized. Many of the Companys operating expenses in its 2007 and 2006 tax years were classified under the Internal Revenue Code as capitalized Startup Costs, which did not begin to be deductible for tax purposes until 2008. The Company files a consolidated tax return with its subsidiaries. The Company is no longer subject to U.S. federal, state, or non-U.S. income tax examinations by tax authorities for tax years before 2012, except that earlier years can be examined for the sole purpose of challenging the net operating loss carry-forwards arising in those years. The reconciliation between income taxes (benefit) at the U.S. and State statutory tax rates and the amount recorded in the accompanying consolidated financial statements is as follows: December 31, December 31, ($ in millions) 2016 2015 Tax benefit at U.S. federal and state statutory rates $ (2.0 ) $ (1.5 ) Warrant revaluation (income)/expense (0.5 ) (0.8 ) Stock-based compensation 2.8 0.9 Increase in valuation allowance (0.3 ) 1.4 Total provision for income tax benefit $ - $ - |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 10. Warrant Liability | Certain warrants were 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 Companys consolidated statement of operations in each subsequent quarterly period. The change in the estimated fair value of our warrant liability for the years ended December 31, 2016 and 2015 resulted in non-cash income of approximately $1.7 million and $2.3 million, respectively. The Company utilizes the Monte Carlo simulation valuation method to value the liability classified warrants. On June 30, 2016 we came to agreement with the 2014 warrant holders that in return for reducing the strike price of the warrants from $11.55 per share to $6.25 per share, the warrant holders would amend certain provisions of the warrant agreement. The revised warrants are classified as equity in the consolidated financial statements. The loss on the modification of these outstanding warrants was approximately $129,000 and this loss was reported in Other Income (Expense). The value of the 2014 warrants at the time of the warrant modification was approximately $563,000. The valuation of the amended 2014 warrants was approximately the same under both the Black Scholes pricing model and Monte Carlo valuation method. On October 13, 2016, October 19, 2016 and November 14, 2016, we entered into agreements with all the 2013 warrant holders whereby the warrant holders would either exchange their warrants for either common shares or amend certain provisions of their warrant agreements for a new warrant agreement with a reduced exercise price. A total of 59,450 warrants were settled by the Company by issuing 22,929 common shares. A total of 163,986 warrants were exchanged for new warrant agreements with a revised exercise price of $6.25 per share from $11.55 per share. The revised warrants agreements, with the removal of the fundamental transaction terms and other provisions which triggered derivative treatment, are classified as equity in the consolidated financial statements at December 31, 2016. The loss on the modification of these outstanding warrants was approximately $33,000 and this loss was reported in Other Income (Expense) of the accompanying consolidated statement of operations. The value of the 2013 warrants at the time of the warrant modification was approximately $92,000. The valuation of the amended 2013 warrants was approximately the same under both the Black Scholes pricing model and Monte Carlo valuation method. The estimated fair value of the liability classified 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 December 31, 2015 Calculated aggregate value $ 2,327,195 Weighted average exercise price per share of warrant $ 18.60 Closing price per share of common stock $ 5.00 Weighted average volatility 83.6 % Weighted average remaining expected life (years) 5.11 Weighted average risk-free interest rate 1.90 Dividend yield 0 % The nature of the warrant liability is such (i.e., the warrant holders receive more value when the Companys stock price is higher) that increases in the Companys stock price during the period result in losses on the Companys statement of operations while decreases in the Companys stock price result in the Company recording income. The warrant liability decreased at December 31, 2016 due to the decrease in stock price and the settlement of the 2014 and 2013 warrants, resulting in the 2014 and 2013 warrants being treated as equity instead of a derivative liability at December 31, 2016. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 11. Stockholders' Equity | All common shares, warrants and stock option amounts and per share amounts for all periods reported below has been retroactively adjusted to reflect the Companys 1-for-5 reverse stock split, which was effective July 20, 2016. At December 31, 2016, there were 7,112,143 common shares, 1,713,172 common stock warrants and 2,172,581 stock options outstanding, all totaling 10,997,896 of total stock and stock equivalents outstanding at December 31, 2016. At December 31, 2015, there were 3,725,819 common shares, 977,355 common stock warrants and 1,047,450 common stock options outstanding, totaling 5,750,624 of total stock and stock equivalents outstanding at December 31, 2015. Securities Purchase Agreement General International Holdings, Inc. On June 28, 2016, we entered into a Securities Purchase Agreement (the GIH Offering) with General International Holdings, Inc. (GIH) pursuant to which GIH agreed to purchase 1,020,000 shares of the Companys newly created Non-Voting Series A Convertible Preferred Stock (the Series A Preferred Stock) for $2.8 million or approximately $2.75 per share, subject to the terms and conditions set forth in the GIH Offering. On August 2, 2016, the closing of the sale of the Series A Preferred Stock under the GIH Offering took place. The initial value attributed to the Series A Preferred Stock of $2,800,000 represents a discount of approximately $581,300 from its initial conversion value of $3,381,300, or approximately $0.57 per share. The average of the high and low market prices of the common stock on August 2, 2016, the date of the closing of the sale of the preferred stock, was $3.315 per share. The intrinsic value of the Series A Preferred Stock is $3.315 multiplied by the 1,020,000 common shares into which the Series A Preferred Stock is convertible or $3,381,300. Subtracting the $2,800,000 of proceeds from the intrinsic value of Series A Preferred Stock, resulted in an intrinsic value for the beneficial conversion feature totaling $581,300. The Company recorded this beneficial conversion feature as a deemed dividend on convertible preferred stock upon issuance, for the year ended December 31, 2016. At the closing, Mr. Xingping Hou, the president of GIH, joined the Board of Directors of the Company as co-Chairman. The Series A Preferred Stock is non-voting and is convertible at the option of the holder into shares of the Companys common stock initially on a one-for-one basis. Dividends accrue on the Series A Preferred Stock at the rate of 7% per year and will be paid in-kind. The accumulated dividend (unpaid) at December 31, 2016 was approximately $0.1 million dollars. The Company has the option of forcing the conversion of the Series A Preferred Stock if the trading price for the Companys common stock is more than two times the applicable conversion price (approximately $2.75 per share) before the third anniversary of the issuance of the Series A Preferred Stock, or if the trading price is more than three times the applicable conversion price following the third anniversary of issuance. The Company may also redeem the Series A Preferred Stock following the third anniversary of the issuance. Series A Preferred Stock On July 29, 2016, in anticipation of the closing of the GIH Offering discussed above, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Non-Voting Series A Convertible Preferred Stock (the Certificate of Designation) with the Secretary of State of the State of Nevada. Pursuant to the Certificate of Designation, the Companys Board of Directors designated a new series of the Companys preferred stock, the Non-Voting Series A Convertible Preferred Stock, par value $0.001 per share (the Series A Preferred Stock). The Certificate of Designation authorized the Company to issue 1,020,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock has a liquidation preference of $2.75 per share. The holders of the Series A Preferred Stock have no voting rights. In addition, as long as 255,000 shares of Series A Preferred Stock are outstanding, the Company may not take certain actions without first having obtained the affirmative vote or waiver of the holders of a majority of the outstanding shares of Series A Preferred Stock. The Company has the option at any time after August 2, 2019 to redeem some or all of the outstanding Series A Preferred Stock for an amount in cash equal to the liquidation preference plus the amount of any accrued but unpaid dividends of the Series A Preferred Stock being redeemed. The holders of the Series A Preferred Stock do not have the ability to require the Company to redeem the Series A Preferred Stock. Aspire Option Agreement On August 10, 2016 the Company entered into an option agreement with Aspire Capital whereby the Company has the right, at any time prior to December 31, 2019, to require Aspire Capital to enter into with the Company, up to two common stock purchase agreements each with a three year term, with an aggregate amount under both purchase agreements combined not to exceed $20,000,000. A notice to Aspire exercising the option may be revoked by the Company at any time prior to the parties entering into a purchase agreement without effecting or limiting the Companys future rights to give a subsequent option notice to Aspire Capital, under the terms and conditions of the option agreement. The Company issued 500,000 common stock purchase warrants with a strike price of $0.01 per share to Aspire Capital as the commitment fee for entering into this option agreement. The commitment fee of approximately $1.7 million was recorded as deferred financing costs and additional paid-in capital and this asset will be amortized over the life of the option agreement. The amortized amount of $0.2 million was expensed to financing costs during the years ended December 31, 2016. The total short-term and long-term unamortized portion is carried on the balance sheet as deferred financing cost and was approximately $0.5 million and $1.0 million respectively, at December 31, 2016. The assumptions used in the Black Scholes option-pricing model for the years ended December 31, 2016, were as follows: Closing price per share of common stock $ 3.34 Average risk-free interest rate 0.83 % Average expected life- years 3.38 Expected volatility 92.61 % Expected dividends 0 % The future amortization of deferred financing costs is as follows (in millions): 2017 $ 0.5 2018 $ 0.5 2019 $ 0.5 Securities Purchase Agreement - Aspire Capital On June 28, 2016, we entered into a Securities Purchase Agreement with Aspire Capital Fund, pursuant to which the Company has agreed to sell up to $5.0 million of shares of the Companys common stock to Aspire Capital, without an underwriter or placement agent. Pursuant to the Securities Purchase Agreement, the Company sold 371,400 shares of common stock and 295,267 in the form of pre-funded warrants with an exercise price of $0.05 per share to Aspire Capital on June 28, 2016 for $1.0 million (the First Purchase). The Securities Purchase Agreement provides for the sale of up to an additional $3.0 million of the Companys common stock to Aspire Capital upon the Companys announcement on or before March 31, 2017 of its entry into a binding joint venture agreement to fully develop and to commercialize Lightbridge-designed metallic nuclear fuel with a major global nuclear fuel fabrication company (milestone not expected to be met as of the date of this filing). The Securities Purchase Agreement also provided for the sale of up to an additional $1.0 million of the Companys common stock upon the Companys announcement on or before October 31, 2016 of its entry into a strategic arrangement regarding Lightbridge- designed nuclear fuel with one or more major nuclear utilities, but this milestone was not satisfied. The subsequent closing is subject to customary conditions, including the satisfaction of Aspire Capital with achievement of the milestone. The purchase price per share for the subsequent closing will be based upon the market price of the common stock at the time of such closing, or, if lower, $5.00 per share. Aspire Capital may elect to receive pre-funded warrants in lieu of common stock for all or a portion of the subsequent closings. The Company did not use an underwriter or placement agent in connection with the offering and therefore owed no placement agent commissions on this offering. The allocation of the proceeds from the offering, based on the relative fair value of the common stock and the warrants, resulted in the allocation of approximately $0.6 million of the net proceeds to the common stock sold and approximately $0.4 million of the net proceeds to the warrants, which was recorded to additional paid-in capital-stock. The value of the warrants issued was calculated by using the Black Scholes Valuation Model using the following assumptions: volatility 91%; risk-free interest rate of 1%; dividend yield of 0%, and expected term of 5 years. The volatility of the Companys common stock was estimated by management based on the historical volatility of the trading history of the Companys common stock. The risk-free interest rate was based on the Treasury Constant Maturity Rates published by the U.S. Federal Reserve for periods applicable to the expected life of the warrants. The expected dividend yield was based on the Companys current and expected dividend policy and the expected term is equal to the contractual life of the warrants. Equity Purchase Agreement Equity Line On September 4, 2015, we entered into a common stock purchase agreement with 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, and subject to the Nasdaq Listing Rule 5635(d) limitation. Nasdaq Listing Rule 5635(d) (the Nasdaq 20% Rule), requires shareholder approval of a transaction other than a public offering involving the sale, issuance, or potential issuance by a company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the companys outstanding shares of common stock, or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock. The Company held its Annual Meeting on May 12, 2016. At the 2016 Annual Meeting, the Companys stockholders voted on the approval, pursuant to Nasdaq Listing Rule 5635(d), of the issuance of up to 3.0 million additional shares of common stock to Aspire Capital. The Company would seek stockholder approval before issuing more than such 3.0 million shares. Under the agreement, we have the right to sell shares, subject to certain volume limitations and a minimum floor price, to Aspire Capital as of January 8, 2016, the date all conditions to the commencement of sales under the common stock purchase agreement were satisfied, including the effectiveness of the Form S-1 registration statement registering the resale of the Companys 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 20,000 shares of the Companys 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 Companys common stock on the purchase date; or 2. The arithmetic average of the three (3) lowest closing sale prices for the Companys 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 20,000 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 Companys 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 Companys common stock traded on its principal market on the VWAP Purchase Date. As part of the agreement, Aspire Capital received 60,000 additional shares as compensation for its commitment, valued approximately $276,000 or $4.60 per common share, recorded to additional paid-in capital. For the year ended December 31, 2016 we sold approximately 1.1 million common shares for total gross proceeds of approximately $2.7 million through the equity line financing arrangement with Aspire Capital that we have in place. 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. On September 1, 2015, MLV was acquired by FBR & Co. 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 Company registered the sale of up to $5.8 million of common stock under the ATM sales agreement. There have been approximately 1.9 million shares sold for total gross proceeds of approximately $2.6 million through the ATM for the twelve month period ended December 2016. There have been approximately 49,000 shares sold for total gross proceeds of approximately $282,000 through the ATM for the twelve month period ended December 2015. Outstanding Warrants December 31, December 31, 2016 2015 Issued to Investors on July 28, 2010, entitling the holders to purchase 207,000 common shares in the Company at an exercise price of $45.00 per common share up to and including July 27, 2017. These warrants were reported in the liability section of our balance sheet in 2015, but at December 31, 2016, the fair market value of these warrants was not significant. 207,000 207,000 Issued to Investors on October 25, 2013, entitling the holders to purchase 250,000 common shares in the Company at an exercise price of $11.50 per common share up to and including April 24, 2021. These warrants were reported in the liability section of our balance sheet in 2015. In 2016, 59,450 of these warrants were exchanged for common stock, and all remaining warrant holders agreed to new warrant terms in exchange for a reduced exercise price of $6.25 per share. There warrants are reported in the equity section of our balance sheet as of December 31, 2016. 163,986 223,436 Issued to Investors on November 17, 2014, entitling the holders to purchase 546,919 common shares in the Company at an exercise price of $11.55 per common share up to and including May 16, 2022. On June 30, 2016, the warrant holders agreed to new warrant terms in exchange for a reduced exercise price of $6.25 per share. These warrants are reported in the equity section of our balance sheet on December 31, 2016 and in the liability section of our balance sheet on December 31, 2015. 546,919 546,919 Issued to an Investor on June 28, 2016, entitling the holders to purchase 295,267 common shares in the Company at an exercise price of $0.05 per common share (pre-funded) up to and including June 27, 2021. These warrants are reported in the equity section of our balance sheet. 295,267 -- Issued to an investor on August 10, 2016, entitling the holders to purchase 500,000 common shares in the Company at an exercise price of price of $0.01 per share, up to and including December 31, 2019. These warrants are reported in the equity section of our balance sheet. 500,000 -- 1,713,172 977,355 Stock-based Compensation Stock Options and Restricted Stock Stock Plan The Company held its Annual Meeting on May 12, 2016 and the stockholders voted on the approval of an amendment to the 2015 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 800,000 shares to 1,400,000 shares. 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 1,400,000 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 as amended, 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 three hundred thousand (300,000) shares of Common Stock in the aggregate. The Plan also separately limits other Equity Awards with respect to more than three hundred thousand (300,000) 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 December 31, 2016 and 2015, under the 2006 Stock Plan and 2015 Equity Incentive Plan were 2,172,581 and 1,047,450 of which 1,722,105 and 688,452 of these options were vested at December 31, 2016 and 2015, respectively. Stock based compensation was approximately $2.0 and $1.9 million for the years ended December 31, 2016 and 2015, respectively. 2016 Short-Term Non-Qualified Option Grants On November 9, 2016, the Board of Directors granted short-term non-qualified stock options relating to approximately 670,000 shares under the 2015 Equity Incentive Plan to employees and consultants of the Company. These stock options were granted by the Board of Directors upon recommendation by the Compensation Committee and vested immediately, with a strike price of $1.54, which was the closing price of the Companys stock on November 9, 2016. These options have a 10 year contractual term, with a fair market value of $1.05 per option and an expected term of 5 years. Approximately 52% of these stock options are contingent upon the Company receiving shareholder approval at the 2017 Shareholders Annual Meeting, to increase the number of underlying shares available to be issued under the 2015 Equity Incentive Plan. 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 92,641 and 29,771 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 9,404 and 794 stock options under the 2006 Stock Plan and the 2015 Equity Incentive Plan, respectively, all with a strike price of $6.30. These stock options vested immediately but the grants under the 2015 Equity Incentive Plan became 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 27,181 stock options under the 2015 Equity Incentive Plan to employees and consultants of the Company, all with a strike price of $6.30. These stock options vested immediately. On November 20, 2015, the Compensation Committee and the Board of Directors granted short term non-qualified stock options totaling 225,831 stock options under the 2015 Equity Incentive Plan to employees and consultants of the Company, all with a strike price of $4.60. These stock options vested immediately. Also granted under the 2006 Stock Plan were 61,965 and 2,889 non-qualified stock options in 2016 and 2015 respectively, as equity compensation in lieu of cash with strike prices ranging from $1.14 to $6.25. In 2016 and 2015 respectively, 45,405 and 4,634 non-qualified stock options were granted from the 2015 Equity Incentive Plan, as equity compensation in lieu of cash with strike prices ranging from $4.15 to $6.25. These stock options have an expected life of 1.5 -5 years, and a contractual term of 3-10 years, a fair value of between $0.07 and $4.22 per stock option, a risk free rate ranging between 0.42% to 1.93%, and volatility ranging between 76% to 98%, 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 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, August 12, 2015, and November 20, 2015, the Compensation Committee and the Board of Directors granted long term incentive stock options totaling 110,199, 15,922 and 509,247 respectively, under the 2015 Equity Incentive Plan, the (Plan) to employees and consultants of the Company. 376,998 of the long term incentive options granted on November 20, 2015, were contingent on shareholder approval, which occurred on May 12, 2016, at the annual meeting of stockholders. These stock options vest 1/3 on each annual anniversary date over three years. These stock options have a strike price ranging from $4.60 to $6.30 and the stock options have a fair value ranging from $0.54 to $4.57, based on a risk free rate of between 1.15% and 1.87%, volatility between 86% and 88%, and an expected life of six years. 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 for the expected life of the options on the measurement 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 December 31, 2016. This re-measured stock based compensation 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, August 12, 2015, and November 20, 2015, the Compensation Committee and the Board of Directors granted 22,600, 4,608, and 75,468 respectively, of long term non-qualified stock options under the 2015 Equity Incentive Plan to the Board of Directors of the Company. 55,868 of the long term incentive options granted on November 20, 2015, were contingent on shareholder approval which occurred on May 12, 2016, at the annual meeting of stockholders. These stock options fully vest on the first annual anniversary date of the grant. These stock options have a strike price between $4.60 and $6.30, and the stock options have a fair value of between $3.25 to $4.41, based on a risk free rate between 1.46% and 1.79%, volatility between 86% and 87%, 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. Stock option transactions to the employees, directors and consultants are summarized as follows for the years ended December 31, 2016: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the period 1,047,450 $ 18.50 $ 20.30 Granted 1,210,467 3.02 1.71 Exercised - - - Forfeited - - - Expired (85,336 ) 99.37 97.81 End of the period 2,172,581 $ 6.70 $ 4.83 Options exercisable 1,722,105 $ 7.03 $ 5.15 Stock option transactions to the employees, directors and consultants are summarized as follows for the year ended December 31, 2015: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year 405,344 $ 45.95 $ 53.05 Granted 698,323 5.40 3.70 Exercised - - - Forfeited (22,883 ) 33.15 30.30 Expired (33,334 ) 67.50 64.20 End of the year 1,047,450 $ 18.50 $ 20.30 Options exercisable 688,452 $ 24.75 $ 8.40 A summary of the status of the Companys non-vested options as of December 31, 2016 and 2015, and changes during the years ended December 31, 2016 and 2015, is presented below: Shares Weighted- Average Fair Value Grant Date Weighted Average Exercise Price Non-vested Shares Non-vested at January 1, 2015 92,467 $ 8.55 $ 12.75 Granted 698,323 3.70 5.40 Vested (431,789 ) 4.00 5.90 Forfeited - - - Non-vested - December 31, 2015 359,001 $ 4.55 $ 6.70 Granted 1,210,467 $ 1.71 $ 3.02 Vested (1,118,992 ) 1.81 3.19 Forfeited - - - Non-vested December 31, 2016 450,476 $ 3.60 $ 5.40 As of December 31, 2016, there was approximately $1.3 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plans. That cost is expected to be recognized over a weighted-average period of 1.69 years. There was substantially no intrinsic value for the stock options outstanding at December 31, 2016 and 2015. The above tables include options issued and outstanding as of December 31, 2016 and 2015, as follows: i) A total of 51,051 non-qualified 10 year options have been issued, and are outstanding, to advisory board members at exercise prices of $22.50 to $72.00 per share. ii) A total of 1,835,139 non-qualified 5-10 year options have been issued, and are outstanding, to our directors, officers, and employees at exercise prices of $1.14 to $52.50 per share. From this total, 595,146 options are outstanding to the Chief Executive Officer who is also a director, with remaining contractual lives of 0.9 years to 9.9 years. All other options issued to directors, officers, and employees have a remaining contractual life ranging from 0.5 years to 10.0 years. iii) A total of 286,391 non-qualified 3-10 year options have been issued, and are outstanding, to our consultants at exercise prices of $1.54 to $52.50 per share. The following table provides certain information with respect to the above-referenced stock options that are outstanding and exercisable at December 31, 2016: 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 Exercise Prices -Years Awards Price -Years Awards Price $1.14-$4.00 9.85 678,769 $ 1.55 9.85 678,769 $ 1.55 $4.01-$6.00 8.86 816,794 $ 4.60 8.83 477,302 $ 4.60 $6.01-$20.00 6.12 505,694 $ 7.47 5.91 394,710 $ 7.36 $20.01-$45.00 2.24 144,683 $ 31.47 2.24 144,683 $ 31.47 $45.01-$72.00 0.94 26,641 $ 53.03 0.94 26,641 $ 53.03 Total 7.99 2,172,581 $ 6.70 7.89 1,722,105 $ 7.03 The following table provides certain information with respect to the above-referenced stock options that are outstanding and exercisable at December 31, 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 Exercise Prices -Years Awards Price -Years Awards Price $4.15-$6.30 9.60 698,323 $ 5.38 9.58 393,145 $ 5.30 $12.75-$25.00 3.26 129,141 $ 15.52 3.20 75,321 $ 17.50 $25.05-$64.50 3.04 133,648 $ 37.93 3.04 133,648 $ 37.95 $67.50-$94.50 0.63 38,338 $ 73.77 0.63 38,338 $ 73.75 $96.00-$119.25 0.12 48,000 $ 119.25 0.12 48,000 $ 119.25 Total 7.21 1,047,450 $ 18.50 6.46 688,452 $ 24.75 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 years ended December 31, 2016 and 2015, were as follows: Year ended Year ended December 31, December 31, 2016 2015 Average risk-free interest rate 1.57 % 1.64 % Average expected life- years 5.05 5.38 Expected volatility 87.74 % 86.66 % Expected dividends $ 0.0 $ 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 consolidated statements of operations. Related income tax benefits were not recognized, as we incurred a tax loss for both periods. |
Business Segment Results
Business Segment Results | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 12. 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 - YEARS ENDED DECEMBER 31, 2016 AND 2015 Consulting Business Technology Business Corporate Total 2016 2015 2016 2015 2016 2015 2016 2015 Revenue $ 760,577 $ 910,531 $ - $ - $ - $ - $ 760,577 $ 910,531 Segment Loss - Pre Tax $ (288,119 ) $ (267,671 ) $ (2,748,337 ) $ (1,484,164 ) $ (3,308,720 ) $ (2,566,315 ) $ (6,345,176 ) $ (4,318,150 ) Total Assets $ 388,434 $ 139,797 $ 1,160,465 $ 950,594 $ 5,253,476 $ 1,117,045 $ 6,802,375 $ 2,207,436 Interest Expense $ - $ - $ - $ - $ 29,386 $ - $ 29,386 $ - |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 13. Fair Value Measurements | We 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). Annually, the board of directors assesses and approves the fair value measurement policies and procedures. At least annually, the finance department determines if the current valuation techniques used in the fair value measurements are still appropriate and evaluates and adjusts the unobservable inputs used in the fair value measurements based on current market conditions and third-party information. There were no warrant liabilities on the accompanying consolidated balance sheet at December 31, 2016. The following fair value hierarchy table presents information about each major category of the Companys financial liability measured at fair value on a recurring basis as of December 31, 2015: Fair value measurement using Quoted prices Significant Significant in other unobservable active markets observable Inputs inputs ($ rounded to nearest thousand) (Level 1) (Level 2) (Level 3) Total Balance at December 31, 2015 Liabilities: Warrant liability $ - $ - $ 2,327,000 $ 2,327,000 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, 2015 $ 2,327,000 Reclassification to equity (817,000 ) Warrant modification expense 162,000 Change in fair value of warrant liability (1,672,000 ) Balance at December 31, 2016 $ - 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 10 Warrant Liability for further discussion of the warrant liability. Significant increases (decreases) in any of those Level 3 inputs in isolation would result in a significantly lower (higher) fair value measurement. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. There were no transfers between Level 1, 2 and 3 at December 31, 2016 and 2015. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 14. Subsequent Events | Equity Transactions From January 1, 2017 to March 23, 2017, the Company received additional gross proceeds of approximately $2.8 million under the ATM agreement with MLV from the sale of approximately 2.3 million shares of its common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Policies | |
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, which were wholly owned by Lightbridge International Holding LLC. The Moscow branch was closed in 2016 and we anticipate that the United Kingdom branch will be closed in 2017. Translation gains and losses for the years ended December 31, 2016 and 2015 were not significant. |
Use of Estimates and Assumptions | The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Significant Estimates | These accompanying consolidated financial statements include some amounts that are based on managements best estimates and judgments. The most significant estimates relate to valuation of stock grants and stock options, derivative liability for the stock purchase warrants, the valuation allowance on deferred tax assets, and various contingent liabilities. It is reasonably possible that these above-mentioned estimates and others may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods. It is also reasonably possible that the actual grant date value of the stock options vested might have been materially different than the estimated value. |
Fair Value of Financial Instruments | The Companys financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, and a derivative warrant liability. The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value of the derivative warrants liabilities were determined based on Level 3 inputs. See Note 10 -Warrant Liability and Note 13- Fair Value Measurements for more information on the Level 3 inputs. |
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 Companys 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 Companys research and development activities, financial position, results of operations, and cash flows. Also, the success of the Companys operations will be subject to other numerous contingencies, some of which are beyond managements 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 prime contractors and customers located in the Middle East and the United States. 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 December 31, 2016 and 2015, as we expect to collect all of our outstanding receivables. Accounts receivable from two customers each constituted approximately 80% and 20% of the total accounts receivable at December 31, 2016, respectively, and accounts receivable from two customers constituted approximately 77% of the total accounts receivable at December 31, 2015. Approximately 49% and 56% of the total revenues reported for the years ended December 31, 2016 and 2015, respectively, were from the ENEC and FANR contracts. Contracts with one other utility customer in the United States constituted approximately 22% and 7% of total revenues reported for the years ended December 31, 2016 and 2015, respectively, and contracts with one other customer constituted 29% and 34% for the years ended December 31, 2016 and 2015, respectively. |
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 utilities as well as 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 clients 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 utilities and 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 a time and expense basis. We recognize revenue in accordance with ASC 605-10-S99, Revenue Recognition. We recognize revenue when all of the following conditions are met: (1) There is persuasive evidence of an arrangement; (2) The service has been provided to the customer; (3) The collection of the fees is reasonably assured; and (4) The amount of fees to be paid by the customer is fixed or determinable. 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 2016 and 2015 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 We are seeking to enter into a commercial arrangement with one or more fuel fabricators. We expect that our revenue from such a commercial arrangement will be earned under a licensing agreement. |
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 consolidated balance sheets, totaled approximately $3.6 million and $0.6 million at December 31, 2016 and 2015, 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 letters of credit to secure contingent obligations under the sub-lease and our ACH transactions. The total balance of our restricted cash at December 31, 2016 and 2015 was approximately $114,000 and $326,000, respectively. |
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 or a sales allowance recorded at December 31, 2016 and 2015, as we have not experienced any bad debts from any of our customers or issued significant credits to customers. |
Foreign Currency | Foreign currency transaction gains/losses were not significant for the years ended December 31, 2016 and 2015. |
Patents and Legal Costs | Patents are stated on the accompanying 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 years ended December 31, 2016 and 2015. 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 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 assets estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges for the years ended December 31, 2016 and 2015. |
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 consolidated statements of operations. |
Common Stock Warrants | The Company accounts for common stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Common 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 10 - Warrant Liability. |
Commitments and Contingencies | The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Companys consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. The Companys legal costs associated with contingent liabilities are recorded to expense as incurred. |
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 counterpartys 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 minimum 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. |
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. |
Recently Adopted Accounting Pronouncements | Going Concern Deferred Taxes Debt Issuance Costs Simplifying the Presentation of Debt Issuance Costs |
Recent Accounting Pronouncements | Statement of Cash Flows Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows (Topic 230): Restricted Cash. Stock Compensation - Improvements to Employee Share-Based Payment Accounting, Leases Revenue Recognition Revenue from Contracts with Customers: Principal versus Agent Considerations Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients |
Net Loss Per Share (Table)
Net Loss Per Share (Table) | 12 Months Ended |
Dec. 31, 2016 | |
Net Loss Per Share Table | |
Net Loss Per Share | 2016 2015 Numerator: Net loss attributable to common stockholders $ (7.0 ) $ (4.3 ) Denominator: Weighted-average common shares outstanding 4,728,943 3,647,860 Basic and diluted net loss per share $ (1.48 ) $ (1.18 ) |
Accounts Payable, Accrued Liabi
Accounts Payable, Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Payable Accrued Liabilities Tables | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses (rounded in millions) consisted of the following: December 31, December 31, 2016 2015 Trade payables $ 0.3 $ 0.3 Accrued expenses and other 0.4 0.4 Accrued bonuses 0.5 0.5 Total $ 1.2 $ 1.2 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes Tables | |
Deferred Tax Assets | Deferred Tax Assets ($ in millions) Total Total Deferred Tax Asset 2016 2015 2016 2015 Capitalized start-up costs $ 3.0 $ 3.6 $ 1.1 $ 1.4 Abandonment loss 0.2 0.4 0.1 0.2 Stock-based compensation - net 8.9 15.6 3.4 5.9 Accruals 0.5 0.5 0.2 0.2 Net operating loss carry-forward 56.0 49.9 21.3 18.8 Less: valuation allowance (68.6 ) (69.5 ) (26.1 ) (26.5 ) Total $ - $ - $ - $ - |
income taxes (benefit) | December 31, December 31, ($ in millions) 2016 2015 Tax benefit at U.S. federal and state statutory rates $ (2.0 ) $ (1.5 ) Warrant revaluation (income)/expense (0.5 ) (0.8 ) Stock-based compensation 2.8 0.9 Increase in valuation allowance (0.3 ) 1.4 Total provision for income tax benefit $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases | Year ending December 31, Amount 2017 $ 0.5 2018 0.1 Total minimum payments required $ 0.6 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrant Liability Tables | |
Schedule of Aggregate Fair Values, Warrants | December 31, 2015 Calculated aggregate value $ 2,327,195 Weighted average exercise price per share of warrant $ 18.60 Closing price per share of common stock $ 5.00 Weighted average volatility 83.6 % Weighted average remaining expected life (years) 5.11 Weighted average risk-free interest rate 1.90 Dividend yield 0 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders Equity Tables | |
Schedule of Aspire Option Agreement | Closing price per share of common stock $ 3.34 Average risk-free interest rate 0.83 % Average expected life- years 3.38 Expected volatility 92.61 % Expected dividends 0 % |
Schedule of Future Amortization of Deferred Financing Costs | 2017 $ 0.5 2018 $ 0.5 2019 $ 0.5 |
Schedule of Warrants Outstanding | December 31, December 31, 2016 2015 Issued to Investors on July 28, 2010, entitling the holders to purchase 207,000 common shares in the Company at an exercise price of $45.00 per common share up to and including July 27, 2017. These warrants were reported in the liability section of our balance sheet in 2015, but at December 31, 2016, the fair market value of these warrants was not significant. 207,000 207,000 Issued to Investors on October 25, 2013, entitling the holders to purchase 250,000 common shares in the Company at an exercise price of $11.50 per common share up to and including April 24, 2021. These warrants were reported in the liability section of our balance sheet in 2015. In 2016, 59,450 of these warrants were exchanged for common stock, and all remaining warrant holders agreed to new warrant terms in exchange for a reduced exercise price of $6.25 per share. There warrants are reported in the equity section of our balance sheet as of December 31, 2016. 163,986 223,436 Issued to Investors on November 17, 2014, entitling the holders to purchase 546,919 common shares in the Company at an exercise price of $11.55 per common share up to and including May 16, 2022. On June 30, 2016, the warrant holders agreed to new warrant terms in exchange for a reduced exercise price of $6.25 per share. These warrants are reported in the equity section of our balance sheet on December 31, 2016 and in the liability section of our balance sheet on December 31, 2015. 546,919 546,919 Issued to an Investor on June 28, 2016, entitling the holders to purchase 295,267 common shares in the Company at an exercise price of $0.05 per common share (pre-funded) up to and including June 27, 2021. These warrants are reported in the equity section of our balance sheet. 295,267 -- Issued to an investor on August 10, 2016, entitling the holders to purchase 500,000 common shares in the Company at an exercise price of price of $0.01 per share, up to and including December 31, 2019. These warrants are reported in the equity section of our balance sheet. 500,000 -- 1,713,172 977,355 |
Schedule of Share-based Compensation, Stock Options, Activity | Stock option transactions to the employees, directors and consultants are summarized as follows for the years ended December 31, 2016: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the period 1,047,450 $ 18.50 $ 20.30 Granted 1,210,467 3.02 1.71 Exercised - - - Forfeited - - - Expired (85,336 ) 99.37 97.81 End of the period 2,172,581 $ 6.70 $ 4.83 Options exercisable 1,722,105 $ 7.03 $ 5.15 Stock option transactions to the employees, directors and consultants are summarized as follows for the year ended December 31, 2015: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year 405,344 $ 45.95 $ 53.05 Granted 698,323 5.40 3.70 Exercised - - - Forfeited (22,883 ) 33.15 30.30 Expired (33,334 ) 67.50 64.20 End of the year 1,047,450 $ 18.50 $ 20.30 Options exercisable 688,452 $ 24.75 $ 8.40 |
Schedule of Non-Vested Shares, Activity | Shares Weighted- Average Fair Value Grant Date Weighted Average Exercise Price Non-vested Shares Non-vested at January 1, 2015 92,467 $ 8.55 $ 12.75 Granted 698,323 3.70 5.40 Vested (431,789 ) 4.00 5.90 Forfeited - - - Non-vested - December 31, 2015 359,001 $ 4.55 $ 6.70 Granted 1,210,467 $ 1.71 $ 3.02 Vested (1,118,992 ) 1.81 3.19 Forfeited - - - Non-vested December 31, 2016 450,476 $ 3.60 $ 5.40 |
Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table provides certain information with respect to the above-referenced stock options that are outstanding and exercisable at December 31, 2016: 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 Exercise Prices -Years Awards Price -Years Awards Price $1.14-$4.00 9.85 678,769 $ 1.55 9.85 678,769 $ 1.55 $4.01-$6.00 8.86 816,794 $ 4.60 8.83 477,302 $ 4.60 $6.01-$20.00 6.12 505,694 $ 7.47 5.91 394,710 $ 7.36 $20.01-$45.00 2.24 144,683 $ 31.47 2.24 144,683 $ 31.47 $45.01-$72.00 0.94 26,641 $ 53.03 0.94 26,641 $ 53.03 Total 7.99 2,172,581 $ 6.70 7.89 1,722,105 $ 7.03 The following table provides certain information with respect to the above-referenced stock options that are outstanding and exercisable at December 31, 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 Exercise Prices -Years Awards Price -Years Awards Price $4.15-$6.30 9.60 698,323 $ 5.38 9.58 393,145 $ 5.30 $12.75-$25.00 3.26 129,141 $ 15.52 3.20 75,321 $ 17.50 $25.05-$64.50 3.04 133,648 $ 37.93 3.04 133,648 $ 37.95 $67.50-$94.50 0.63 38,338 $ 73.77 0.63 38,338 $ 73.75 $96.00-$119.25 0.12 48,000 $ 119.25 0.12 48,000 $ 119.25 Total 7.21 1,047,450 $ 18.50 6.46 688,452 $ 24.75 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Year ended Year ended December 31, December 31, 2016 2015 Average risk-free interest rate 1.57 % 1.64 % Average expected life- years 5.05 5.38 Expected volatility 87.74 % 86.66 % Expected dividends $ 0.0 $ 0.0 |
Business Segment Results (Table
Business Segment Results (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Segment Results Tables | |
Schedule of Segment Reporting Information, by Segment | Consulting Business Technology Business Corporate Total 2016 2015 2016 2015 2016 2015 2016 2015 Revenue $ 760,577 $ 910,531 $ - $ - $ - $ - $ 760,577 $ 910,531 Segment Loss - Pre Tax $ (288,119 ) $ (267,671 ) $ (2,748,337 ) $ (1,484,164 ) $ (3,308,720 ) $ (2,566,315 ) $ (6,345,176 ) $ (4,318,150 ) Total Assets $ 388,434 $ 139,797 $ 1,160,465 $ 950,594 $ 5,253,476 $ 1,117,045 $ 6,802,375 $ 2,207,436 Interest Expense $ - $ - $ - $ - $ 29,386 $ - $ 29,386 $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements Tables | |
Schedule of Fair Value, Financial Assets and Liabilities | Fair value measurement using Quoted prices Significant Significant in other unobservable active markets observable Inputs inputs ($ rounded to nearest thousand) (Level 1) (Level 2) (Level 3) Total Balance at December 31, 2015 Liabilities: Warrant liability $ - $ - $ 2,327,000 $ 2,327,000 |
Schedule of Reconciliation of Warrant Liability | ($ rounded to nearest thousand) Warrant Liability Balance at December 31, 2015 $ 2,327,000 Reclassification to equity (817,000 ) Warrant modification expense 162,000 Change in fair value of warrant liability (1,672,000 ) Balance at December 31, 2016 $ - |
Basis of Presentation, Summar30
Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations (Details Narrative) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||
Jul. 20, 2016 | May 04, 2016 | Aug. 02, 2016 | Dec. 31, 2016USD ($)Integer$ / sharesshares | Dec. 31, 2016USD ($)Integer$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | |
State of Incorporation | Delaware | ||||||
Date of incorporation | Jan. 8, 1992 | ||||||
Cash | $ 3,700,000 | $ 3,700,000 | |||||
Net loss | (6,345,176) | (4,318,150) | |||||
Working capital | 3,400,000 | 3,400,000 | $ 100,000 | ||||
Equity line purchase agreement - raised | 3,600,000 | 3,600,000 | |||||
Equity line purchase agreement, Current | $ 7,300,000 | 7,300,000 | |||||
Amount raised, net of financing costs | $ 3,600,000 | ||||||
Change in number of common shares issued and outstanding - reserve split | from 18,628,957 shares to 3,725,819 shares. | ||||||
Common Stock, Par Value Per Share (before reverse stock split) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common Stock, Shares Authorized (before reverse stock split) | shares | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Preferred Stock, Par Value Per Share (before reverse stock split) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Shares Authorized (before reverse stock split) | shares | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common Stock, Par Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common Stock, Shares Authorized (after split) | shares | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Preferred Stock, Par Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Shares Authorized (after split) | shares | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Stockholders' Equity, Reverse Stock Split | 1 for 5 | ||||||
Revenues - Major customer | 49.00% | 56.00% | |||||
Percentage of total revenues reported with one other utility customer in United States | 22.00% | 7.00% | |||||
Percentage of total revenues contracts with one other customer | 29.00% | 34.00% | |||||
Cash and cash equivalents - at carrying value | $ 3,584,877 | $ 3,584,877 | $ 623,184 | $ 4,220,225 | |||
Restricted cash | 114,012 | $ 114,012 | $ 325,832 | ||||
Minimum [Member] | |||||||
Amortization of legal lives | 17 years | ||||||
Maximum [Member] | |||||||
Amortization of legal lives | 20 years | ||||||
On August 2, 2016 [Member] | |||||||
Initial value attributed to Convertible Series A Preferred Stock | $ 2,800,000 | ||||||
Joint development agreement [Member] | |||||||
Expected to pay total cost of work | $ 141,000 | 141,000 | |||||
Total amount paid percent | 40.00% | 30.00% | 30.00% | ||||
Aspire Option Agreement [Member] | |||||||
Equity line purchase agreement - raised | $ 20,000,000 | $ 20,000,000 | |||||
Number of Equity line | Integer | 2 | 2 | |||||
Sales Agreement [Member] | |||||||
Amount raised, net of financing costs | $ 2,500,000 | ||||||
One Customer [Member] | |||||||
Accounts receivable, percent | 80.00% | ||||||
Two Customer [Member] | |||||||
Accounts receivable, percent | 20.00% | 77.00% |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Numerator: Net loss attributable to common stockholders | $ (7) | $ (4.3) |
Denominator: Weighted-average common shares outstanding | 4,728,943 | 3,647,860 |
Basic and diluted net loss per share | $ (1.48) | $ (1.18) |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) | 1 Months Ended |
Jul. 20, 2016 | |
Net Loss Per Share Details Narrative | |
Stockholders' Equity, Reverse Stock Split | 1 for 5 |
Accounts Receivable Project R33
Accounts Receivable Project Revenue and Reimbursable Project Costs (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
FANR and ENEC Projects [Member] | ||
Accounts receivable | $ 310,000 | $ 31,000 |
Unbilled accounts receivable | $ 200,000 | $ 100,000 |
FANR [Member] | ||
Accounts receivable - major customer, percent | 80.00% | 13.00% |
Prepaid Expenses and Other Cu34
Prepaid Expenses and Other Current Assets (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expenses And Other Current Assets Details Narrative | ||
Prepaid expenses and other current assets | $ 80,933 | $ 168,029 |
Advance Rent (One month) | 33,000 | |
Security deposit | $ 15,000 | $ 15,000 |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Patent filing costs | $ 200,000 | $ 100,000 |
Total investment in patents | 1,160,465 | 950,594 |
Amortization expense of patents | $ 0 | $ 0 |
Minimum [Member] | ||
Amortization of legal lives | 17 years | |
Maximum [Member] | ||
Amortization of legal lives | 20 years |
Accounts Payable and Accrued 36
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts Payable And Accrued Liabilities Details | ||
Trade payables | $ 300,000 | $ 300,000 |
Accrued expenses and other | 400,000 | 400,000 |
Accrued bonuses | 500,000 | 500,000 |
Total | $ 1,200,000 | $ 1,200,000 |
Accounts Payable and Accrued 37
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts Payable And Accrued Liabilities Details Narrative | |||
Proceed from issuance of notes payable | $ 135,000 | $ 135,000 | |
Interest rate | 5.00% | ||
Remaining balance of notes payable | $ 14,000 | ||
Total interest expense | $ 2,400 |
Commitments and Contingencies38
Commitments and Contingencies (Details) | Dec. 31, 2016USD ($) |
Commitments And Contingencies Details | |
2,017 | $ 500,000 |
2,018 | 100,000 |
Total minimum payments required | $ 600,000 |
Commitments and Contingencies39
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 22, 2015 | Dec. 17, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments And Contingencies Details Narrative | ||||
Deferred lease abandonment liability, long term | $ 28,464 | $ 196,938 | ||
Deferred lease abandonment liability, short term | 169,000 | 237,000 | ||
Capital Leases, Indemnification Agreements, Payments | 75,000 | |||
Operating lease term | 12 months | |||
Monthly rent fees | $ 6,500 | $ 15,000 | ||
Present value of the negative cash flows from sub-lease agreement | 433,000 | |||
Real estate commissions | 20,000 | |||
Abandonment loss | $ 453,000 | |||
Minimum sub-lease rental payments | 300,000 | |||
Legal fees | $ 12,955 |
Research and Development Costs
Research and Development Costs (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Research And Development Costs Details Narrative | ||
Research and development costs | $ 2,700,000 | $ 1,500,000 |
Significant accrued liabilities related to the winding down | 0 | $ 0 |
Consulting agreement monthly payments | $ 20,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Capitalized start-up costs | $ 3,000,000 | $ 3,600,000 |
Abandonment loss | 200,000 | 400,000 |
Stock-based compensation - net | 8,900,000 | 15,600,000 |
Accruals | 500,000 | 500,000 |
Net operating loss carry-forward | 56,000,000 | 49,900,000 |
Less: valuation allowance | (68,600,000) | (69,500,000) |
Total | 0 | 0 |
Deferred Tax Asset [Member] | ||
Capitalized start-up costs | 1,100,000 | 1,400,000 |
Abandonment loss | 100,000 | 200,000 |
Stock-based compensation - net | 3,400,000 | 5,900,000 |
Accruals | 200,000 | 200,000 |
Net operating loss carry-forward | 21,300,000 | 18,800,000 |
Less: valuation allowance | (26,100,000) | (26,500,000) |
Total | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Tax benefit at U.S. federal and state statutory rates | $ (2,000,000) | $ (1,500,000) |
Warrant revaluation (income)/expense | (500,000) | (800,000) |
Stock-based compensation | 2,800,000 | 900,000 |
Increase in valuation allowance | (300,000) | 1,400,000 |
Total provision for income tax benefit | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Details Narrative | ||
Effective tax rate | 38.00% | |
Net operating loss carry-forward | $ 56,000,000 | $ 49,900,000 |
Expire | 2,021 | |
Percentage of valuation allowance | 100.00% | |
Valuation allowance | $ (300,000) | $ 1,400,000 |
Excess tax benefits | $ 200,000 |
Warrant Liability (Details)
Warrant Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted average remaining expected life (years) | 5 years | 5 years 1 month 10 days |
Weighted average risk-free interest rate | 1.00% | 1.90% |
Dividend yield | 0.00% | 0.00% |
Outstanding Warrants [Member] | ||
Calculated aggregate value | $ 2,327,195 | |
Weighted average exercise price per share of warrant | $ 18.60 | |
Closing price per share of common stock | $ 5 | |
Weighted average volatility | 83.60% | |
Weighted average remaining expected life (years) | 5 years 1 month 10 days | |
Weighted average risk-free interest rate | 1.90% | |
Dividend yield | 0.00% |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Change in estimated fair value of warrant liability - non-cash income | $ 1,700,000 | $ 2,300,000 | |
Loss on modification of warrants | $ 129,000 | 33,000 | |
Warrants, value - modification | $ 563,000 | $ 129,000 | |
Warrants | 1,713,172 | 977,355 | |
Common Stock, Shares Issued | 7,112,143 | 3,725,819 | |
2013 Warrant settled [Member] | |||
Warrants, value - modification | $ 92,000 | ||
Warrants | 59,450 | ||
Common Stock, Shares Issued | 22,929 | ||
Warrants exchanged | 163,986 | ||
Minimum [Member] | |||
Strike price of warrants | $ 6.25 | $ 6.25 | |
Maximum [Member] | |||
Strike price of warrants | $ 11.55 | $ 11.55 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Average risk-free interest rate | 1.00% | 1.90% |
Average expected life- years | 5 years | 5 years 1 month 10 days |
Expected volatility | 91.00% | |
Expected dividends | 0.00% | 0.00% |
Stock option [Member] | ||
Closing price per share of common stock | $ 3.34 | |
Average risk-free interest rate | 0.83% | |
Average expected life- years | 3 years 4 months 17 days | |
Expected volatility | 92.61% | |
Expected dividends | 0.00% |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) | Dec. 31, 2016USD ($) |
2017 [Member] | |
Future amortization of deferred financing costs | $ 500,000 |
2018 [Member] | |
Future amortization of deferred financing costs | 500,000 |
2019 [Member] | |
Future amortization of deferred financing costs | $ 500,000 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants Outstanding | 1,713,172 | 977,355 |
Issued To Investors On July 28, 2010 [Member] | ||
Warrants Outstanding | 207,000 | 207,000 |
Exercise price | $ 45 | |
Common stock to be purchased in the Offering | 207,000 | |
Issued To Investors On October 25, 2013 [Member] | ||
Warrants Outstanding | 163,986 | 223,436 |
Exercise price | $ 11.50 | |
Warrant exchange for common stock | 59,450 | |
Exercise price, new warrant terms | $ 6.25 | |
Common stock to be purchased in the Offering | 250,000 | |
Issued To Investors On November 17, 2014 [Member] | ||
Warrants Outstanding | 546,919 | 546,919 |
Exercise price | $ 11.55 | |
Common stock to be purchased in the Offering | 546,919 | |
Issued To An Investor On June 28, 2016 [Member] | ||
Warrants Outstanding | 295,267 | |
Exercise price | $ 0.05 | |
Common stock to be purchased in the Offering | 295,267 | |
Issued To An Investor On August 10, 2016 [Member] | ||
Warrants Outstanding | 500,000 | |
Exercise price | $ 0.01 | |
Common stock to be purchased in the Offering | 500,000 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stockholders Equity Details 3 | ||
Beginning of Period | 1,047,450 | 405,344 |
Stock options granted | 1,210,467 | 698,323 |
Exercised | ||
Forfeited | (22,883) | |
Expired | (85,336) | (33,334) |
End of the Period | 2,172,581 | 1,047,450 |
Options exercisable | 1,722,105 | 688,452 |
Weighted Average Exercise Price Beginning of the Period | $ 18.50 | $ 45.95 |
Weighted Average Exercise Price Stock Options Granted | 3.02 | 5.40 |
Weighted Average Exercise Price Stock Options Exercised | ||
Weighted Average Exercise Price Stock Options Forfeited | 33.15 | |
Weighted Average Exercise Price Stock Options Expired | 99.37 | 67.50 |
Weighted Average Exercise End of the Period | 6.70 | 18.50 |
Weighted Average Exercise Price Options exercisable | 7.03 | 24.75 |
Weighted Average Fair Value Stock Options Beginning of the Period | 20.30 | 53.05 |
Weighted Average Fair Value Stock Options Granted | 1.71 | 3.70 |
Weighted Average Fair Value Stock Options Exercised | ||
Weighted Average Fair Value Stock Options Forfeited | 30.30 | |
Weighted Average Fair Value Stock Options Expired | 97.81 | 64.20 |
Weighted Average Fair Value Stock Options End of the Period | 4.83 | 20.30 |
Weighted Average Fair Value Options exerciseable | $ 5.15 | $ 8.40 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stockholders Equity Details 4 | ||
Non-vested at beginning of period | 359,001 | 92,467 |
Granted | 1,210,467 | 698,323 |
Vested | (1,118,992) | (431,789) |
Forfeited | ||
Non-vested at end of period | 450,476 | 359,001 |
Weighted average fair value grant date, beginning of period | $ 4.55 | $ 8.55 |
Weighted average fair value grant date, granted | 1.71 | 3.70 |
Weighted average fair value grant date, vested | 1.81 | 4 |
Weighted average fair value grant date, forfeited | ||
Weighted average fair value grant date, end of period | 3.60 | 4.55 |
Weighted average exercise price, beginning of period | 6.70 | 12.75 |
Weighted average exercise price, granted | 3.02 | 5.40 |
Weighted average exercise price, vested | 3.19 | 5.90 |
Weighted average exercise price, forfeited | ||
Weighted average exercise price, end of period | $ 5.40 | $ 6.70 |
Stockholders' Equity (Details 5
Stockholders' Equity (Details 5) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted Average Remaining Contractural Life - Years | 7 years 11 months 27 days | 7 years 2 months 16 days |
Number of options outstanding | 2,172,581 | 1,047,450 |
Weighted Average Exercise Price Stock Options Outstanding | $ 6.70 | $ 18.50 |
Number of Awards Vested | 1,722,105 | 688,452 |
Weighted Average Exercise Price | $ 7.03 | $ 24.75 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 7 years 10 months 21 days | 6 years 5 months 16 days |
Range One [Member] | ||
Exercise price lower range limit | $ 1.14 | $ 4.15 |
Exercise price upper range limit | $ 4 | $ 6.30 |
Weighted Average Remaining Contractural Life - Years | 9 years 10 months 6 days | 9 years 7 months 6 days |
Number of options outstanding | 678,769 | 698,323 |
Weighted Average Exercise Price Stock Options Outstanding | $ 1.55 | $ 5.38 |
Number of Awards Vested | 678,769 | 393,145 |
Weighted Average Exercise Price | $ 1.55 | $ 5.30 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 9 years 10 months 6 days | 9 years 6 months 29 days |
Range Two [Member] | ||
Exercise price lower range limit | $ 4.01 | $ 12.75 |
Exercise price upper range limit | $ 6 | $ 25 |
Weighted Average Remaining Contractural Life - Years | 8 years 10 months 10 days | 3 years 3 months 4 days |
Number of options outstanding | 816,794 | 129,141 |
Weighted Average Exercise Price Stock Options Outstanding | $ 4.60 | $ 15.52 |
Number of Awards Vested | 477,302 | 75,321 |
Weighted Average Exercise Price | $ 4.60 | $ 17.50 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 8 years 9 months 29 days | 3 years 2 months 12 days |
Range Three [Member] | ||
Exercise price lower range limit | $ 6.01 | $ 25.05 |
Exercise price upper range limit | $ 20 | $ 64.50 |
Weighted Average Remaining Contractural Life - Years | 6 years 1 month 13 days | 3 years 15 days |
Number of options outstanding | 505,694 | 133,648 |
Weighted Average Exercise Price Stock Options Outstanding | $ 7.47 | $ 37.93 |
Number of Awards Vested | 394,710 | 133,648 |
Weighted Average Exercise Price | $ 7.36 | $ 37.95 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 5 years 10 months 28 days | 3 years 15 days |
Range Four [Member] | ||
Exercise price lower range limit | $ 20.01 | $ 67.50 |
Exercise price upper range limit | $ 45 | $ 94.50 |
Weighted Average Remaining Contractural Life - Years | 2 years 2 months 27 days | 7 months 17 days |
Number of options outstanding | 144,683 | 38,338 |
Weighted Average Exercise Price Stock Options Outstanding | $ 31.47 | $ 73.77 |
Number of Awards Vested | 144,683 | 38,338 |
Weighted Average Exercise Price | $ 31.47 | $ 73.75 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 2 years 2 months 27 days | 7 months 17 days |
Range Five [Member] | ||
Exercise price lower range limit | $ 45.01 | $ 96 |
Exercise price upper range limit | $ 72 | $ 119.25 |
Weighted Average Remaining Contractural Life - Years | 11 months 9 days | 1 month 13 days |
Number of options outstanding | 26,641 | 48,000 |
Weighted Average Exercise Price Stock Options Outstanding | $ 53.03 | $ 119.25 |
Number of Awards Vested | 26,641 | 48,000 |
Weighted Average Exercise Price | $ 53.03 | $ 119.25 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 11 months 9 days | 1 month 13 days |
Stockholders' Equity (Details 6
Stockholders' Equity (Details 6) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stockholders Equity Details 6 | ||
Average risk-free interest rate | 1.57% | 1.64% |
Average expected life- years | 5 years 18 days | 5 years 4 months 17 days |
Expected volatility | 87.74% | 86.66% |
Expected dividends | 0.00% | 0.00% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Nov. 09, 2016$ / sharesshares | Aug. 10, 2016USD ($)Integer$ / sharesshares | Aug. 12, 2015$ / sharesshares | Apr. 08, 2015$ / sharesshares | Jul. 20, 2016 | Jun. 30, 2016$ / shares | Jun. 28, 2016USD ($)$ / sharesshares | Nov. 20, 2015$ / sharesshares | Nov. 17, 2014$ / sharesshares | Oct. 25, 2013$ / sharesshares | Jul. 28, 2010$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Oct. 31, 2016USD ($)$ / sharesshares | Aug. 02, 2016$ / shares | Jul. 29, 2016$ / sharesshares | May 12, 2016shares | Jan. 08, 2016USD ($)$ / sharesshares | Sep. 04, 2015shares | Dec. 31, 2014shares |
Reverse stock split | 1 for 5 | ||||||||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||||||||||||||||||
Common Stock, Shares, Issued and Outstanding | 7,112,143 | 3,725,819 | |||||||||||||||||||
Class of Warrant or Right, Outstanding | 1,713,172 | 977,355 | |||||||||||||||||||
Number of options outstanding | 2,172,581 | 1,047,450 | 405,344 | ||||||||||||||||||
Stock options outstanding | 2,172,581 | 1,047,450 | 405,344 | ||||||||||||||||||
Options vested | 1,722,105 | 688,452 | |||||||||||||||||||
Stock based compensation | $ | $ 2,000,000 | $ 1,900,000 | |||||||||||||||||||
Total stock and stock equivalents outstanding | 10,997,896 | 5,750,624 | |||||||||||||||||||
Accumulated dividend | $ | $ 33,000 | ||||||||||||||||||||
Volatility rate | 91.00% | ||||||||||||||||||||
Risk-free interest rate | 1.00% | 1.90% | |||||||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||||||
Expected term | 5 years | 5 years 1 month 10 days | |||||||||||||||||||
Amortized amount | $ | $ 200,000 | ||||||||||||||||||||
Unamortized portion of deferred financing cost | $ | $ 1,500,000 | ||||||||||||||||||||
Preferred stock par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||||
Common Stock, Shares Issued | 7,112,143 | 3,725,819 | |||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 6,135,804 | $ 171,500 | |||||||||||||||||||
Number of options vested and expected to vest outstanding | 1,722,105 | 688,452 | |||||||||||||||||||
Share based compensation | $ | $ 1,984,011 | $ 1,881,326 | |||||||||||||||||||
Unrecognized compensation costs | $ | $ 1,300,000 | ||||||||||||||||||||
Weighted average recognition period | 1 year 8 months 9 days | ||||||||||||||||||||
Aggregate intrinsic value | $ | $ 0 | ||||||||||||||||||||
Equity Purchase Agreement Equity Line [Member] | |||||||||||||||||||||
Additional sale of shares | 3,000,000 | ||||||||||||||||||||
Commitment to purchase of shares | 10,000,000 | ||||||||||||||||||||
Shareholder approval for transaction | 20.00% | ||||||||||||||||||||
Shares purchase per day | 20,000 | ||||||||||||||||||||
Purchase amount per day | $ | $ 250,000 | ||||||||||||||||||||
Common stock traded on principal market | 30.00% | ||||||||||||||||||||
Purchase price percent | 95.00% | ||||||||||||||||||||
Additional shares as compensation | 60,000 | ||||||||||||||||||||
Value of additional shares | $ | $ 276,000 | ||||||||||||||||||||
Price per additional shares | $ / shares | $ 4.60 | ||||||||||||||||||||
Common stock shares sold | 1,100,000 | ||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 2,700,000 | ||||||||||||||||||||
ATM Offering [Member] | |||||||||||||||||||||
Common Stock, Shares Authorized | 5,800,000 | ||||||||||||||||||||
Common Stock, Shares Issued | 1,900,000 | 49,000 | |||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 2,600,000 | $ 282,000 | |||||||||||||||||||
Stock Options and Restricted Stock [Member] | |||||||||||||||||||||
Common Stock, Shares Authorized | 800,000 | ||||||||||||||||||||
Increased authorized common shares | 1,400,000 | ||||||||||||||||||||
Maximum purchase of Common Stock | 300,000 | ||||||||||||||||||||
Purchase price percent | 110.00% | ||||||||||||||||||||
Outstanding Warrants [Member] | |||||||||||||||||||||
Warrants to purchase common shares | 500,000 | 295,267 | 546,919 | 250,000 | 207,000 | ||||||||||||||||
Exercise price | $ / shares | $ 0.01 | $ 0.05 | $ 11.55 | $ 11.50 | $ 45 | ||||||||||||||||
Warrants exchanged for common shares | 59,450 | ||||||||||||||||||||
Reduced exercise price | $ / shares | $ 6.25 | $ 6.25 | |||||||||||||||||||
Common shares, warrants and stock option [Member] | |||||||||||||||||||||
Reverse stock split | 1-for-5 | ||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||
Estimated future pre-vest forfeitures | 1.50% | ||||||||||||||||||||
Non-qualified stock options | 286,391 | ||||||||||||||||||||
Lower Limit | $ / shares | $ 1.54 | ||||||||||||||||||||
Upper Limit | $ / shares | $ 52.50 | ||||||||||||||||||||
Consultants [Member] | Minimum [Member] | |||||||||||||||||||||
Contractural lives | 3 years | ||||||||||||||||||||
Consultants [Member] | Maximum [Member] | |||||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||||
Directors, Officers and Employees [Member] | |||||||||||||||||||||
Non-qualified stock options | 1,835,139 | ||||||||||||||||||||
Lower Limit | $ / shares | $ 1.14 | ||||||||||||||||||||
Upper Limit | $ / shares | $ 52.50 | ||||||||||||||||||||
Directors, Officers and Employees [Member] | 2015 Equity Incentive Plan [Member] | |||||||||||||||||||||
Long trem option granted | 55,868 | ||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||
Expected term | 5 years 6 months | ||||||||||||||||||||
Non-qualified stock options | 22,600 | 75,468 | |||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||||
Directors, Officers and Employees [Member] | 2015 Equity Incentive Plan [Member] | Employees And Consultants [Member] | |||||||||||||||||||||
Non-qualified stock options | 4,608 | ||||||||||||||||||||
Directors, Officers and Employees [Member] | Minimum [Member] | |||||||||||||||||||||
Contractural lives | 5 years | ||||||||||||||||||||
Directors, Officers and Employees [Member] | Minimum [Member] | 2015 Equity Incentive Plan [Member] | |||||||||||||||||||||
Volatility rate | 86.00% | ||||||||||||||||||||
Risk-free interest rate | 1.46% | ||||||||||||||||||||
Strike price | $ / shares | $ 4.60 | ||||||||||||||||||||
Fair market value of per option | $ / shares | $ 3.25 | ||||||||||||||||||||
Directors, Officers and Employees [Member] | Minimum [Member] | Other Options [Member] | |||||||||||||||||||||
Contractural lives | 6 months | ||||||||||||||||||||
Directors, Officers and Employees [Member] | Maximum [Member] | |||||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||||
Directors, Officers and Employees [Member] | Maximum [Member] | 2015 Equity Incentive Plan [Member] | |||||||||||||||||||||
Volatility rate | 87.00% | ||||||||||||||||||||
Risk-free interest rate | 1.79% | ||||||||||||||||||||
Strike price | $ / shares | $ 6.30 | ||||||||||||||||||||
Fair market value of per option | $ / shares | $ 4.41 | ||||||||||||||||||||
Directors, Officers and Employees [Member] | Maximum [Member] | Other Options [Member] | |||||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||
Non-qualified stock options | 595,146 | ||||||||||||||||||||
Chief Executive Officer [Member] | Minimum [Member] | |||||||||||||||||||||
Contractural lives | 10 months 24 days | ||||||||||||||||||||
Chief Executive Officer [Member] | Maximum [Member] | |||||||||||||||||||||
Contractural lives | 9 years 10 months 24 days | ||||||||||||||||||||
Advisory Board Members [Member] | |||||||||||||||||||||
Non-qualified stock options | 51,051 | ||||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||||
Lower Limit | $ / shares | $ 22.50 | ||||||||||||||||||||
Upper Limit | $ / shares | $ 72 | ||||||||||||||||||||
Employees And Consultants [Member] | 2015 Equity Incentive Plan [Member] | |||||||||||||||||||||
Stock options granted | 15,922 | 110,199 | 509,247 | ||||||||||||||||||
Long trem option granted | 376,998 | ||||||||||||||||||||
Estimated future pre-vest forfeitures | 1.50% | ||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||
Expected term | 6 years | ||||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||||
Employees And Consultants [Member] | 2015 Equity Incentive Plan [Member] | 2015 Short-Term Non-Qualified Option Grants [Member] | |||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||||
Non-qualified stock options | 27,181 | 29,771 | 225,831 | 45,405 | 4,634 | ||||||||||||||||
Additional option granted | 794 | ||||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||||
Strike price | $ / shares | $ 6.30 | $ 6.30 | $ 4.60 | ||||||||||||||||||
Fair market value of per option | $ / shares | $ 4.22 | ||||||||||||||||||||
Employees And Consultants [Member] | 2006 Stock Plan [Member] | 2015 Short-Term Non-Qualified Option Grants [Member] | |||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||
Expected term | 1 year 6 months | ||||||||||||||||||||
Non-qualified stock options | 92,641 | 2,889 | 61,965 | ||||||||||||||||||
Additional option granted | 9,404 | ||||||||||||||||||||
Contractural lives | 3 years | ||||||||||||||||||||
Strike price | $ / shares | $ 6.30 | ||||||||||||||||||||
Fair market value of per option | $ / shares | $ 0.07 | ||||||||||||||||||||
Employees And Consultants [Member] | 2016 Short-Term Non-Qualified Option Grants [Member] | |||||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||||
Non-qualified stock options | 670,000 | ||||||||||||||||||||
Contractural lives | 10 years | ||||||||||||||||||||
Strike price | $ / shares | $ 1.54 | ||||||||||||||||||||
Fair market value of per option | $ / shares | $ 1.05 | ||||||||||||||||||||
Contigency percentage of option | 52.00% | ||||||||||||||||||||
Employees And Consultants [Member] | Minimum [Member] | 2015 Equity Incentive Plan [Member] | |||||||||||||||||||||
Volatility rate | 86.00% | ||||||||||||||||||||
Risk-free interest rate | 1.15% | ||||||||||||||||||||
Strike price | $ / shares | $ 4.60 | ||||||||||||||||||||
Fair market value of per option | $ / shares | $ 0.54 | ||||||||||||||||||||
Employees And Consultants [Member] | Minimum [Member] | 2015 Equity Incentive Plan [Member] | 2015 Short-Term Non-Qualified Option Grants [Member] | |||||||||||||||||||||
Volatility rate | 76.00% | ||||||||||||||||||||
Risk-free interest rate | 0.42% | ||||||||||||||||||||
Strike price | $ / shares | $ 4.15 | $ 4.15 | |||||||||||||||||||
Employees And Consultants [Member] | Minimum [Member] | 2006 Stock Plan [Member] | 2015 Short-Term Non-Qualified Option Grants [Member] | |||||||||||||||||||||
Volatility rate | 76.00% | ||||||||||||||||||||
Risk-free interest rate | 0.42% | ||||||||||||||||||||
Strike price | $ / shares | $ 1.14 | 1.14 | |||||||||||||||||||
Employees And Consultants [Member] | Maximum [Member] | 2015 Equity Incentive Plan [Member] | |||||||||||||||||||||
Volatility rate | 88.00% | ||||||||||||||||||||
Risk-free interest rate | 1.87% | ||||||||||||||||||||
Strike price | $ / shares | $ 6.30 | ||||||||||||||||||||
Fair market value of per option | $ / shares | $ 4.57 | ||||||||||||||||||||
Employees And Consultants [Member] | Maximum [Member] | 2015 Equity Incentive Plan [Member] | 2015 Short-Term Non-Qualified Option Grants [Member] | |||||||||||||||||||||
Volatility rate | 98.00% | ||||||||||||||||||||
Risk-free interest rate | 193.00% | ||||||||||||||||||||
Strike price | $ / shares | $ 6.25 | 6.25 | |||||||||||||||||||
Employees And Consultants [Member] | Maximum [Member] | 2006 Stock Plan [Member] | 2015 Short-Term Non-Qualified Option Grants [Member] | |||||||||||||||||||||
Volatility rate | 98.00% | ||||||||||||||||||||
Risk-free interest rate | 193.00% | ||||||||||||||||||||
Strike price | $ / shares | $ 6.25 | $ 6.25 | |||||||||||||||||||
Aspire Capital [Member] | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 500,000 | ||||||||||||||||||||
Amortized amount | $ | $ 200,000 | ||||||||||||||||||||
Unamortized portion of deferred financing cost | $ | 500,000 | ||||||||||||||||||||
Long term unamortized deferred financing cost | $ | 1,000,000 | ||||||||||||||||||||
Strike price of warrants | $ / shares | $ 0.01 | ||||||||||||||||||||
Number of stock purchase agreements | Integer | 2 | ||||||||||||||||||||
Term of agreement | 3 years | ||||||||||||||||||||
Maximum borrowing capacity under agreement | $ | $ 20,000,000 | ||||||||||||||||||||
Deferred financing cost and additional paid-in capital | $ | $ 1,700,000 | ||||||||||||||||||||
Aspire Capital [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 295,267 | ||||||||||||||||||||
Additional sale of shares | 3,000,000 | 1,000,000 | |||||||||||||||||||
Purchase price | $ / shares | $ 5 | $ 5 | |||||||||||||||||||
Fair value of the common stock and the warrants | $ | $ 400,000 | $ 600,000 | |||||||||||||||||||
Number of shares reserved for future issuance | 5,000,000 | ||||||||||||||||||||
Common stock shares sold | 371,400 | ||||||||||||||||||||
Proceeds from the issuance of the warrants and common shares | $ | $ 1,000,000 | ||||||||||||||||||||
Strike price of warrants | $ / shares | $ 0.05 | ||||||||||||||||||||
General International Holdings, Inc [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
Common Stock, Shares, Issued and Outstanding | 255,000 | ||||||||||||||||||||
Accumulated dividend | $ | $ 100,000 | ||||||||||||||||||||
Rate of dividend payble in kind | 7.00% | ||||||||||||||||||||
Number of shares reserved for future issuance | 1,020,000 | 1,020,000 | |||||||||||||||||||
Common stock shares reserved for future issuance, Value | $ | $ 2,800,000 | ||||||||||||||||||||
Conversion price | $ / shares | $ 2.75 | $ 2.75 | |||||||||||||||||||
Discount per share | $ / shares | $ 0.57 | ||||||||||||||||||||
Discount on stock issuance | $ | $ 581,300 | ||||||||||||||||||||
Preferred stock shares issued, Value | $ | $ 3,381,300 | ||||||||||||||||||||
Average market price of common stock | $ / shares | $ 3.315 | ||||||||||||||||||||
Preferred stock par value | $ / shares | $ 0.001 |
Business Segment Results (Detai
Business Segment Results (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 760,577 | $ 910,531 |
Segment Profit - Pre Tax | (6,345,176) | (4,318,150) |
Total Assets | 6,802,375 | 2,207,436 |
Interest Expense | 29,386 | |
Consulting [Member] | ||
Revenue | 760,577 | 910,531 |
Segment Profit - Pre Tax | (288,119) | (267,671) |
Total Assets | 388,434 | 139,797 |
Interest Expense | ||
Technology [Member] | ||
Revenue | 0 | 0 |
Segment Profit - Pre Tax | (2,748,337) | (1,484,164) |
Total Assets | 1,160,465 | 950,594 |
Interest Expense | 0 | 0 |
Corporate and Eliminations [Member] | ||
Revenue | ||
Segment Profit - Pre Tax | (3,308,720) | (2,566,315) |
Total Assets | 5,253,476 | 1,117,045 |
Interest Expense | $ 29,386 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Liabilities: | ||
Warrant liability | $ 0 | $ 2,327,000 |
Quoted prices in active markets - Level 1 [Member] | ||
Liabilities: | ||
Warrant liability | 0 | |
Significant other observable inputs - Level 2 [Member] | ||
Liabilities: | ||
Warrant liability | 0 | |
Significant unobservable inputs - Level 3 [Member] | ||
Liabilities: | ||
Warrant liability | $ 2,327,000 |
Fair Value Measurements (Deta56
Fair Value Measurements (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Measurements Details 1 | ||
Balance, beginning of period | $ 2,327,000 | |
Reclassification to equity | (817,000) | |
Warrant modification expense | 162,398 | |
Change in fair value of warrant liability | (1,672,000) | |
Balance, end of period | $ 0 | $ 2,327,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 23, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Proceeds from Issuance of Common Stock | $ 6,135,804 | $ 171,500 | |
Subsequent Event [Member] | |||
Common stock shares sold | 2,300,000 | ||
Proceeds from Issuance of Common Stock | $ 2,800,000 |