Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 08, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
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 | $ 16,817,767 | ||
Entity Common Stock, Shares Outstanding | 22,829,365 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 4,515,398 | $ 3,584,877 |
Restricted cash | 114,012 | |
Accounts receivable - project revenue and reimbursable project | 10,400 | 388,434 |
Prepaid expenses and other current assets | 70,067 | 80,933 |
Deferred financing cost, net | 491,168 | 491,168 |
Total Current Assets | 5,087,033 | 4,659,424 |
Other Assets | ||
Patent costs | 1,367,692 | 1,160,465 |
Deferred financing cost, net | 491,268 | 982,486 |
Total Other Assets | 1,858,960 | 2,142,951 |
Total Assets | 6,945,993 | 6,802,375 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,151,210 | 1,216,321 |
Total Current Liabilities | 1,151,210 | 1,216,321 |
Long-Term Liabilities | ||
Deferred lease abandonment liability | 28,464 | |
Total Liabilities | 1,151,210 | 1,244,785 |
Commitments and contingencies - Note 7 | ||
Stockholders' Equity | ||
Common stock, $0.001 par value, 100,000,000 authorized shares, 12,737,703 shares and 7,112,143 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 12,738 | 7,112 |
Additional paid-in capital | 93,602,539 | 86,266,075 |
Accumulated Deficit | (87,821,514) | (80,716,617) |
Total Stockholders' Equity | 5,794,783 | 5,557,590 |
Total Liabilities and Stockholders' Equity | 6,945,993 | 6,802,375 |
Convertible Series A Preferred Shares | ||
Stockholders' Equity | ||
Convertible 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, 2017 and December 31, 2016 | $ 1,020 | $ 1,020 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Stockholders' Equity | ||
Convertible Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Convertible 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 | 12,737,703 | 7,112,143 |
Common Stock, Shares Outstanding | 12,737,703 | 7,112,143 |
Convertible Series A Preferred Shares | ||
Stockholders' Equity | ||
Preferred Stock, Shares Issued | 1,020,000 | 1,020,000 |
Preferred Stock, Shares Outstanding | 1,020,000 | 1,020,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | ||
Consulting Revenue | $ 175,446 | $ 760,577 |
Cost of Consulting Services Provided | 107,091 | 456,565 |
Gross Margin | 68,355 | 304,012 |
Operating Expenses | ||
General and administrative | 4,383,066 | 5,190,549 |
Research and development expenses | 2,282,938 | 2,748,337 |
Total Operating Expenses | 6,666,004 | 7,938,886 |
Operating Loss | (6,597,649) | (7,634,874) |
Other Income and (Expenses) | ||
Warrant revaluation | 1,672,573 | |
Warrant modification expense | (162,398) | |
Interest income | 65 | 316 |
Financing costs | (491,218) | (191,345) |
Interest expense | (16,095) | (29,448) |
Total Other Income and (Expenses) | (507,248) | 1,289,698 |
Net loss before income taxes | (7,104,897) | (6,345,176) |
Income taxes | ||
Net loss | (7,104,897) | (6,345,176) |
Accumulated preferred stock dividend | (276,578) | (80,578) |
Deemed dividend on convertible preferred stock dividend conversion due to beneficial feature | (581,300) | |
Net loss attributable to common stockholders | $ (7,381,475) | $ (7,007,054) |
Net Loss Per Common Share, Basic and Diluted | $ (0.71) | $ (1.48) |
Weighted Average Number of Shares Outstanding | 10,424,481 | 4,728,943 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Activities: | ||
Net Loss | $ (7,104,897) | $ (6,345,176) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||
Stock-based compensation | 1,193,306 | 1,984,011 |
Amortization of deferred financing cost | 491,218 | 191,345 |
Abandonment loss | 37,780 | |
Warrant revaluation | (1,672,573) | |
Warrant modification expense | 162,398 | |
Implied interest expense on deferred lease abandonment liability | 16,095 | 26,953 |
Changes in operating working capital items: | ||
Accounts receivable - fees and reimbursable project costs | 378,034 | (248,637) |
Prepaid expenses and other assets | 10,866 | 87,096 |
Accounts payable and accrued liabilities | 159,953 | 101,960 |
Deferred lease abandonment liability | (185,683) | (263,437) |
Net Cash Used In Operating Activities | (5,003,328) | (5,976,060) |
Investing Activities: | ||
Patent costs | (207,227) | (209,871) |
Net Cash Used In Investing Activities | (207,227) | (209,871) |
Financing Activities: | ||
Net proceeds from the issuance of common stock | 6,027,064 | 6,135,804 |
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 | 114,012 | 211,820 |
Net Cash Provided by Financing Activities | 6,141,076 | 9,147,624 |
Net Increase In Cash and Cash Equivalents | 930,521 | 2,961,693 |
Cash and Cash Equivalents, Beginning of Year | 3,584,877 | 623,184 |
Cash and Cash Equivalents, End of Year | 4,515,398 | 3,584,877 |
Cash paid during the year: | ||
Interest | 2,433 | |
Income taxes | ||
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 | 276,578 | 80,578 |
Decrease in accrued liabilities - stock-based compensation | $ 121,720 |
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, 2015 | 3,725,819 | ||||
Beginning 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 | ||
Stock-based compensation | 1,984,011 | 1,984,011 | |||
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) | |||
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 |
Shares issued - registered offerings – net of offering costs, Shares | 5,236,001 | ||||
Shares issued - registered offerings – net of offering costs, Amount | $ 5,236 | 6,021,828 | 6,027,064 | ||
Stock-based compensation | 1,193,306 | 1,193,306 | |||
Consulting fees paid in stock - non-cash payment of accrued expenses, Shares | 102,975 | ||||
Consulting fees paid in stock - non-cash payment of accrued expenses, Amount | $ 103 | 121,617 | 121,720 | ||
Cashless exercise of stock warrants, Shares | 286,584 | ||||
Cashless exercise of stock warrants, Amount | $ 287 | (287) | |||
Net loss | (7,104,897) | (7,104,897) | |||
Ending Balance, Shares at Dec. 31, 2017 | 1,020,000 | 12,737,703 | |||
Ending Balance, Amount at Dec. 31, 2017 | $ 1,020 | $ 12,738 | $ 93,602,539 | $ (87,821,514) | $ 5,794,783 |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations | 12 Months Ended |
Dec. 31, 2017 | |
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 11-Business Segment Results). Liquidity The Company has adopted Accounting Standards Codification 205-40. This guidance amended the existing requirements for disclosing information about an entitys ability to continue as a going concern and explicitly requires management to assess an entitys ability to continue as a going concern and to provide related disclosure in certain circumstances. This guidance was effective for annual reporting periods ending after December 15, 2016, and for annual and interim reporting periods thereafter. The following information reflects the results of managements assessment, plans and conclusion of the Companys ability to continue as a going concern. As of December 31, 2017, the Company has an accumulated deficit of approximately $87.8 million, representative of recurring losses since inception. The Company has incurred recurring losses since inception due to the fact that it is a development stage nuclear fuel development company. The Company expects to continue to incur losses as a result of costs and expenses related to the Companys research and development expenses and corporate general and administrative expenses. At December 31, 2017, the Company had $4.5 million in cash and had a working capital surplus of approximately $3.9 million. The Company had expended substantial funds on its research and development activities and expects to increase this spending. The Companys net cash used in operating activities during the year ended December 31, 2017 was approximately $5 million, and current projections indicate that the Company will have continued negative cash flows for the foreseeable future. Net losses incurred for the years ended December 31, 2017 and 2016 amounted to approximately $(7.1) million, $(6.3) million respectively. The amount of cash and cash equivalents on the balance sheet as of the date of the filing is approximately $27 million. The Company has raised substantial additional funds after December 31, 2017 through its equity financings (Note 13 - Subsequent Events ATM Transactions and Series B Preferred Stock Transaction). The Company also may consider other plans to fund operations including: (1) raising additional capital through debt financings or from other sources; (2) additional funding through new relationships to help fund future research and development costs (i.e. Department of Energy Funding); (3) reducing spending on certain research and development programs; and/or (4) restructuring operations to change its overhead structure. The Company may issue securities, including common stock, preferred stock and stock purchase contracts through private placement transactions or registered public offerings, pursuant to its registration statement on Form S-3 initially filed with the Securities and Exchange Commission (SEC) on June 11, 2015. There can be no assurance as to the availability or terms upon which financing and capital might be available. The Companys future liquidity needs, and ability to address those needs, will largely be determined by the success of the development of its nuclear fuel and key nuclear development and regulatory events and its business decisions in the future. The Company believes that its current financial resources, as of the date of the issuance of these financial statements, are sufficient to fund its current 12 month operating budget, alleviating the substantial doubt raised by our historical operating results and satisfying our estimated liquidity needs 12 months from the issuance of these financial statements. 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. 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. Enfission LLC - Joint Venture with Framatome Inc. In January 2018, Lightbridge Corporation and Framatome Inc. a subsidiary of Framatome (formerly AREVA) finalized and launched Enfission LLC, a 50-50 joint venture company to develop, license and sell nuclear fuel assemblies based on Lightbridge-designed metallic fuel technology and other advanced nuclear fuel intellectual property. Framatome and Framatome Inc. (collectively Framatome) is a leader in designing, building, servicing, and fueling todays reactor fleet and advancing nuclear energy. The two companies already began joint fuel development and regulatory licensing work under previously signed agreements initiated in March 2016. The joint venture Enfission LLC is a Delaware-based limited liability company that was formed on January 24, 2018. 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 potentially 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. Lightbridge will seek patent validation in key countries that either currently operate or are expected to build and operate a large number of suitable nuclear power reactors. 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. 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 and Lightbridge International Holding LLC, a Delaware limited liability company. 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 the United Kingdom branch was closed in 2017. Translation gains and losses for the years ended December 31, 2017 and 2016 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, 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 and accounts payable. 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. 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 may depend on the results of the Companys operations outside the United States, including some of its research and development activities. 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, 2017 and 2016, as we expect to collect all of our outstanding receivables. Accounts receivable from one customer constituted approximately 100% of the total accounts receivable at December 31, 2017 and accounts receivable from two customers each constituted approximately 80% and 20% of the total accounts receivable at December 31, 2016, respectively. Approximately 15% and 49% of the total revenues reported for the years ended December 31, 2017 and 2016, respectively, were from the ENEC and FANR contracts. Contracts with one other utility customer in the United States constituted approximately 22% of total revenues reported for the year ended December 31, 2016, and contracts with one other customer constituted 85% and 29% for the years ended December 31, 2017 and 2016, 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 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 2017 and 2016 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. 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 $4.5 million and $3.6 million at December 31, 2017 and 2016, 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 was approximately $114,000. 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, 2017 and 2016, 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, 2017 and 2016. 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, 2017 and 2016. 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, 2017 and 2016. 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. 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 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. Awards with service-based vesting conditions only Expense recognized on a straight-line basis over the requisite service period of the award. Awards with performance-based vesting conditions Expense is not recognized until it is determined that it is probable the performance-based conditions will be met. When achievement of a performance-based condition is probable, a catch-up of expense will be recorded as if the award had been vesting on a straight-line basis from the award date. The award will continue to be expensed on a straight-line basis until a higher performance-based condition is met, if applicable. Awards with market-based vesting conditions Expense recognized on a straight-line basis over the requisite service period, which is the lesser of the derived service period or the explicit service period if one is present. However, if the market condition is satisfied prior to the end of the requisite service period, we will accelerate all remaining expense to be recognized. Awards with both performance-based and market-based vesting conditions - if an awards vesting or exerciseability is conditional upon the achievement of either a market condition or performance or service conditions, the requisite service period is generally the shortest of the explicit, implicit, and derived service period. 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 for service-based vesting conditions and the Monte-Carlo valuation method for performance-based or market-based vesting conditions. 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 Stock Compensation - Improvements to Employee Share-Based Payment Accounting, Recent Accounting Pronouncements Intangibles, Goodwill and Other Statement of Cash Flows Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows (Topic 230): Restricted Cash. Leases Revenue Recognition Revenue from Contracts with Customers: Principal versus Agent Considerations Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients Compensation-Stock Compensation |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016, 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. 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): 2017 2016 Numerator: Net loss attributable to common stockholders $ (7.4 ) $ (7.0 ) Denominator: Weighted-average common shares outstanding 10,424,481 4,728,943 Basic and diluted net loss per share $ (0.71 ) $ (1.48 ) |
Accounts Receivable Project Rev
Accounts Receivable Project Revenue and Reimbursable Project Costs | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 3. Accounts Receivable – Project Revenue and Reimbursable Project Costs | Consulting Projects The total accounts receivable from the Federal Authority for Nuclear Regulation (FANR) and Emirates Nuclear Energy Corporation (ENEC) contracts was approximately $10,000 and $310,000 at December 31, 2016. These amounts due from ENEC represent approximately 100% and 80% of the accounts receivable reported at December 31, 2017 and 2016, respectively. 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, 2017 and 2016. 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, 2017 and 2016. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016, were both approximately $0.1 million. 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, 2017 and 2016, are reported under the balance sheet caption prepaid expenses and other current assets. |
Patents
Patents | 12 Months Ended |
Dec. 31, 2017 | |
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. For the years ended December 31, 2017 and 2016, we capitalized approximately $0.2 million each year, for patent filing costs. The total investment in patents was approximately $1.4 million and $1.2 million as of December 31, 2017 and 2016, respectively. No amortization expense of patents was recorded in either of the years ended December 31, 2017 and 2016. These patents were not placed in service for the years ended December 31, 2017 and 2017, or in prior years. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Trade payables $ 0.3 $ 0.3 Accrued expenses and other 0.6 0.4 Accrued bonuses 0.3 0.5 Total $ 1.2 $ 1.2 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 7. Commitments and Contingencies | Commitments 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 an additional one-year term in December 2017. 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, 2017 and 2016, the long-term portion of deferred lease abandonment liability was approximately $0 and $28,000, respectively, and the short-term portion of deferred lease abandonment liability of approximately $65,000 and $169,000 was included in accounts payable and accrued liabilities at December 31, 2017 and 2016, respectively. 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, 2017, 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 2018 $ 0.1 Total minimum payments required $ 0.1 Sublease In September 2017, we were notified by the sublease tenant that as of October 2017, due to their weak financial condition, they would no longer be able to make the required monthly sublease payments over the remaining term of the sublease. Accordingly, we recognized an abandonment loss of approximately $38,000, included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2017. Contingency 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. This compliant was closed and dismissed by OSHA in January 2018 without any findings against the Company. The former Chief Financial Officer has 45 days from the receipt of the letter from OSHA, or approximately up to March 29, 2018 to appeal this OSHA decision. |
Research and Development Costs
Research and Development Costs | 12 Months Ended |
Dec. 31, 2017 | |
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 $2.3 million and $2.7 million for each of the years ended December 31, 2017 and 2016, respectively. On November 14, 2017, we entered three binding agreements with Framatome: The Research and Development Services Agreement (RDSA), the Co-Ownership Agreement (COA), and the Intellectual Property Annex (IP Annex). These agreements govern the joint research and development activities relating to the Lightbridge-designed metallic nuclear fuel and treatment of all related existing and future intellectual property, and these agreements form the foundation for, and are an integral part of, the joint venture arrangement (the JV) between the Company and Framatome. The JV was formed on January 24, 2018 (Note 13 - Subsequent Events) and is called Enfission LLC. The JV is party to the RDSA and the COA. Pursuant to the RDSA, a steering committee consisting of an equal number of members appointed by Lightbridge and by Framatome (not fewer than three each) will guide the first joint project between Framatome and Lightbridge: a 17x17 fuel assembly. Lightbridge will first appoint the project manager, who will be replaced by the project member appointed by JV. Each party grants the other party the rights to use its background and foreground information (each as defined in the RSDA), which includes intellectual property rights, needed to perform the research and development activities. The term of the RDSA is (i) five years and an automatic renewal for an additional five-year term or (ii) February 28, 2018, if the JV has not been formed prior to such date. In connection with the RDSA, the Company is committed, at December 31, 2017, to purchase minimum amounts of R&D services from Framatome of approximately $3.3 million for the period up through December 31, 2018. Pursuant to the COA, Lightbridge and Framatome will co-own (on a 50-50 basis) the foreground information generated by the parties within the domain, acting through the parties or third-party contractors. The domain consists of the technology, manufacturing processes and IP relating to the new fuel developed by the JV for the following types of commercial light water reactors and research reactors: (i) pressurized water reactors, excluding water-water energetic reactor (VVER) reactors types, (ii) boiling water reactors, (iii) light water-cooled small and medium size reactors, and (iv) research reactors. The Domain expressly excludes maritime, naval and military applications. The joint owners have granted the JV an exclusive license to the jointly owned foreground information and a non-exclusive license to their respective background information for commercial use of nuclear fuel assemblies or fuel components specifically designed for and exclusively applicable to Lightbridge-designed fuel rod based on background information contributed by both joint owners. Such exclusive and non-exclusive licenses to the JV will be granted under royalty-bearing conditions and other conditions to be agreed in separate license agreements. An advisory IP committee to the joint owners comprised of an equal number of representatives from Lightbridge and ANP will make recommendations regarding all matters relating to the co-ownership management of such foreground information. The term of the COA is for thirty years and will be automatically renewed for additional five-year terms. Lightbridge and Framatome are also a party to the IP Annex, which summarizes the parties understanding regarding IP matters based on detailed terms and conditions contained in the RDSA and COA. The IP Annex is a standalone document and will remain in force only during the life of the JV. We have consulting agreements with several outside consultants working on various projects for us, which total approximately $20,000 per month. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 9. Income Taxes | In December 2017, the federal government enacted numerous amendments to the Internal Revenue Code of 1986 pursuant to an act known by the Tax Cuts and Jobs Act (the TCJA). The TCJA will impact the Companys income tax expense (benefit) from continuing operations in future periods (approximate 25% effective combined Federal and State corporate tax rate). The Company has recorded a full valuation allowance on its net deferred tax assets and therefore any impact on the value of the companys deferred tax assets will be offset by a change in the valuation allowance. Our tax provision is determined using an estimate of our annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. The 2017 and 2016 annual effective tax rate is estimated to be a combined 38% for the U.S. federal and state statutory tax rates. We review tax uncertainties in light of changing facts and circumstances and adjust them accordingly. As of December 31, 2017 and 2016, there were no tax contingencies or unrecognized tax positions recorded. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting, and the amounts recognized for income tax purposes. The significant components of deferred tax assets (at an approximate 25% effective tax rate) as of December 31, 2017 and 2016, respectively, are as follows: Deferred Tax Assets ($ in millions) Total Total Deferred Tax Asset 2017 2016 2017 2016 Capitalized start-up costs $ 2.5 $ 3.0 $ 0.6 $ 1.1 Abandonment loss 0.0 0.2 0.0 0.1 Stock-based compensation - net 8.8 8.9 2.2 3.4 Accruals 0.3 0.5 0.1 0.2 Net operating loss carry-forward 62.5 56.0 16.1 21.3 Less: valuation allowance (74.1 ) (68.6 ) (19.0 ) (26.1 ) Total $ - $ - $ - $ - We have a net operating loss carry-forward for federal and state tax purposes of approximately $62.5 million at December 31, 2017, that is potentially available to offset future taxable income. The TCJA changes the rules on NOL carryforwards. The 20-year limitation was eliminated, giving the taxpayer the ability to carry forward losses indefinitely. However, NOL carry forward arising after January 1, 2018, will now be limited to 80 percent of taxable income. For financial reporting purposes, no deferred tax asset was recognized because at December 31, 2017 and 2016, 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. We recognized, as a provisional estimate, a $9.6 million non-cash tax expense through loss from operations for the re-measurement of deferred tax assets and liabilities due to changes in tax laws included in the 2017 Tax Act. This re-measurement of deferred taxes had no impact on cash flows. On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 (SAB 118) which addresses income tax accounting implications of the 2017 Tax Act. The purpose of SAB 118 was to address any uncertainty or diversity of view in applying ASC Topic 740, Income Taxes in the reporting period in which the 2017 Tax Act was enacted. SAB 118 addresses situations where the accounting is incomplete for certain income tax effects of the 2017 Tax Act upon issuance of a companys financial statements for the reporting period which include the enactment date. SAB 118 allows for a provisional amount to be recorded if it is a reasonable estimate of the impact of the 2017 Tax Act. Additionally, SAB 118 allows for a measurement period to finalize the impacts of the 2017 Tax Act, not to extend beyond one year from the date of enactment. Due to the timing of the enactment and the complexity involved in applying the provisions of the 2017 Tax Act, we have made reasonable estimates for certain effects of the 2017 Tax Act and recorded provisional amounts in our financial statements as of December 31, 2017. As we collect and prepare necessary data,and interpret the 2017 Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes tax rate in the period in which the adjustments are made. We expect to complete our accounting for the tax effects of the 2017 Tax Act in 2018. 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 $(6.8) million and $(0.3) million for the years ended December 31, 2017 and 2016, respectively. Many of the Companys operating expenses in its 2007 and 2006 tax years were classified under the Internal Revenue Code as capitalized Startup Costs, which did not begin to be deductible for tax purposes until 2008. The Company files a consolidated tax return with its subsidiaries. The Company is no longer subject to U.S. federal, state, or non-U.S. income tax examinations by tax authorities for tax years before 2013, except that earlier years can be examined for the sole purpose of challenging the net operating loss carry-forwards arising in those years. The reconciliation between income taxes (benefit) at the U.S. and State statutory tax rates of 38% and the amount recorded in the accompanying consolidated financial statements is as follows: December 31, December 31, ($ in millions) 2017 2016 Tax benefit at U.S. federal and state statutory rates $ (3.0 ) $ (2.0 ) Warrant revaluation (income)/expense 0.0 (0.5 ) Stock-based compensation and other 0.2 2.8 Change in Federal statutory rate 9.6 - Increase in valuation allowance (6.8 ) (0.3 ) Total provision for income tax benefit $ - $ - |
Stockholders_ Equity and Stock-
Stockholders’ Equity and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 10. Stockholders’ Equity and Stock-Based Compensation | At December 31, 2017, there were 12,737,703 common shares, 1,210,905 common stock warrants, 3,976,884 stock options outstanding and 1,020,000 shares of convertible preferred stock outstanding plus accrued dividends of $276,578, totaling 1,120,753 equivalent common shares, all totaling 19,046,245 of total common stock and common stock equivalents outstanding at December 31, 2017. At December 31, 2016, there were 7,112,143 common shares, 1,713,172 common stock warrants, 2,172,581 stock options outstanding and 1,020,000 shares of convertible preferred stock outstanding plus accrued dividends of $ 80,578 totaling 1,049,354 equivalent common shares, all totaling 12,047,250 of total stock and stock equivalents outstanding at December 31, 2016. Common Stock Equity Offerings ATM Offering - 2017 On June 11, 2015, the Company entered into an 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 Companys sales agent. The issuance and sale of shares by the Company under the MLV ATM sales agreement are registered shares under the Companys 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. On July 12, 2017, the Company filed a prospectus supplement to register an additional approximate $1.6 million under a new at-the-market issuance sales agreement with FBR Capital Markets & Co. and MLV (now succeeded by B. Riley FBR, Inc.), signed on July 12, 2017 and has raised an approximate $1.6 million under this prospectus supplement as of December 31, 2017. There have been approximately 1.4 million shares sold through December 31, 2017. ATM Offering 2016 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. Due to limitations under the rules of Form S-3, the Company may issue up to one-third of the aggregate market value of the common equity held by non-affiliates in primary offerings under its effective shelf registration statement on Form S-3, including any sales made pursuant to the MLV ATM or the New ATM offerings, during any twelve calendar month period, unless and until it is no longer subject to such limitations. The Company was subject to this limitation in 2017 and 2016. 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. We have a Form S-1 registration statement on file with the Securities and Exchange Commission, effective August 23, 2017 registering 1,853,960 shares of our common stock to sell under this equity purchase agreement. For the year ended December 31, 2017 we sold approximately 1.2 million common shares for total gross proceeds of approximately $1.5 million through the equity line financing arrangement with Aspire Capital that we have in place. 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. In 2018, the equity purchase agreement with Aspire Capital was terminated. See Note 13 Subsequent Events. 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 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. 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. See Note 13 - Subsequent Events below regarding termination of this Aspire 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 $0.4 million and $0.2 million was expensed to financing costs during the years ended December 31, 2017 and 2016, respectively. 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 $0.5 million respectively, at December 31, 2017. The assumptions used in the Black Scholes option-pricing model for these warrants on August 10, 2016, were as follows: Closing price per share of common stock $ 3.34 Average risk-free interest rate .83 % Average expected life- years 3.3 Expected volatility 92.61 % Expected dividends 0 % See Note 13 - Subsequent Event for Series B Preferred Stock Offering affecting future amortization of deferred financing costs as a result of the termination of the Aspire Option Agreement in 2018. Preferred Stock Offerings Series A Preferred Stock - Securities Purchase Agreement On August 2, 2016, we issued 1,020,000 shares of the Companys newly created Non-Voting Series A Convertible Preferred Stock (the Series A Preferred Stock) to General International Holdings, Inc. (GIH) for $2.8 million or approximately $2.75 per share. 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, 2017 was approximately $0.3 million dollars. At closing, Mr. Xingping Hou, the president of GIH, joined the Board as co-chairman. 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 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, 2017 and 2016 was approximately $0.3 and $0.1 million dollars, respectively. 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. 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. The liquidation preference of the Series A Preferred Stock at December 31, 2017 is $2,805,000. Warrants Outstanding Warrants December 31, December 31, 2017 2016 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. - 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. In 2016, 59,450 of these warrants were exchanged for common stock, and all remaining warrant holders agreed to new warrant terms which excluded any potential net cash settlement provisions in exchange for a reduced exercise price of $6.25 per share. 163,986 163,986 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 which excluded any potential net cash settlement provisions in order to classify them as equity in exchange for a reduced exercise price of $6.25 per share. 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 were exercised on July 12, 2017. - 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 were exercised in January 2018 (Note 13 - Subsequent Events). 500,000 500,000 1,210,905 1,713,172 Stock-based Compensation Stock Options 2015 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, 2017 and 2016, under the 2006 Stock Plan and 2015 Equity Incentive Plan were 3,976,884 and 2,172,581 of which 2,434,148 and 1,722,105 of these options were vested at December 31, 2017 and 2016, respectively. Total stock-based compensation was approximately $1.2 million and $2.0 million for the years ended December 31, 2017 and 2016, respectively. Short-Term Incentive Stock Options and Non-Qualified Stock Option Grants On August 30, 2017 the Compensation Committee and Board granted 31,425 non-qualified stock options with a strike price of $1.08 which was the closing price of the Companys stock on the grant date to a consultant of the company, under the 2015 Equity Incentive Plan. These options have a 10-year contractual term, with a grant date fair market value of approximately $0.80 per option. These options vest annually straight line over a three-year period. On October 26, 2017, the Compensation Committee of the Board granted 523,319 short-term incentive stock options and non-qualified stock options under the 2015 Equity Incentive Plan to employees and consultants of the Company. All of these stock options vested immediately, with a strike price of $1.05, which was the closing price of the Companys stock on October 26, 2017. These options have a 10-year contractual term, with a fair market value of approximately $0.73 per option with an expected term of 5 years. Long-Term Non-Qualified Option Grants On October 26, 2017 the Compensation Committee of the Board granted 1,299,533 long-term non-qualified stock options to employees, consultants and directors of the Company. Out of this total, approximately 1,120,322 stock options were issued to employees and consultants containing both performance-based and market-based vesting provisions. These performance-based and market-based stock options vest only upon the applicable performance conditions or market conditions being satisfied by certain milestone dates, based on either a graded vesting schedule for each performance-based milestone or an accelerated 100% vesting for one performance-based milestone and one market-based milestone, see below. The graded vesting schedule is based on the achievement of performance-based milestones related to the formation of the joint venture with Framatome and the development milestones for the fuel. Accelerated vesting of all these option grants would occur upon achievement of one or both of the following performance-based and market-based milestones: 1. The Companys closing stock price is above $3 per share by December 31, 2018 2. The Company secures at least a $2 million investment from a commercial nuclear industry entity other than Framatome by December 31, 2019 The remaining approximate 179,211 stock options were issued to the directors of the Company and vest over a one-year period on the anniversary date of the grant. These stock options have a strike price of $1.05, which was the closing price of the Companys stock on October 26, 2017. All options granted have a 10-year contractual term. All such long-term non-qualified stock options issued in excess of the 2.9 million shares authorized under the 2015 Equity Stock Plan (which total approximately 0.7 million out of the total approximate 1.3 million options granted) were issued contingent upon shareholder approval of an increase in the number of shares available under the 2015 Equity Stock Plan (with such number of contingent options to be granted is granted pro-rata among the grantees). 2016 Short-Term Non-Qualified Option Grants On November 9, 2016, the Board 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 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. Stock option transactions to the employees, directors and consultants are summarized as follows for the year ended December 31, 2017: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year 2,172,581 $ 6.70 $ 4.83 Granted 1,854,277 1.05 0.77 Exercised - - - Forfeited - - - Expired (49,974) 45.53 38.70 End of the year 3,976,884 3.58 2.49 Options exercisable 2,434,148 4.84 3.36 Stock option transactions to the employees, directors and consultants are summarized as follows for the year ended December 31, 2016: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year 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 year 2,172,581 $ 6.70 $ 4.83 Options exercisable 1,722,105 $ 7.03 $ 5.15 A summary of the status of the Companys non-vested options as of December 31, 2016 and 2017, and changes during the years ended December 31, 2017 and 2016, is presented below: Shares Weighted- Average Fair Value Grant Date Weighted Average Exercise Price Non-vested Option Shares 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 Granted 1,854,277 $ 0.77 $ 1.05 Vested (762,017 ) 1.67 2.54 Forfeited - - - Non-vested December 31, 2017 1,542,736 $ 1.10 $ 1.58 As of December 31, 2017, there was approximately $1.7 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 0.99 years. For stock options outstanding at December 31, 2017, the intrinsic value was approximately $0.3 million. There was substantially no intrinsic value for the stock options outstanding at December 31, 2016. The above tables include options issued and outstanding as of December 31, 2017 and 2016, as follows: i) A total of 74,890 non-qualified 10-year options have been issued, and are outstanding, to advisory board members at exercise prices of $1.08 to $50.25 per share. ii) A total of 3,213,029 non-qualified 5-10-year options have been issued, and are outstanding, to our directors, officers, and employees at exercise prices of $1.05 to $43.25 per share. From this total, 1,070,659 options are outstanding to the Chief Executive Officer who is also a director, with remaining contractual lives of 1.5 years to 9.8 years. All other options issued to directors, officers, and employees have a remaining contractual life ranging from 0.4 years to 9.8 years. iii) A total of 688,965 non-qualified 3-10-year options have been issued, and are outstanding, to our consultants at exercise prices of $1.05 to $43.25 per share. The following table provides certain information with respect to the above-referenced stock options that are outstanding and exercisable at December 31, 2017: 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 $1.05-$2.00 9.56 2,528,666 $ 1.18 9.28 1,197,708 $ 1.33 $2.01-$6.00 7.86 821,174 $ 4.59 7.86 651,429 $ 4.58 $6.01-$20.00 5.12 505,694 $ 7.47 4.93 463,661 $ 7.58 $20.01-$45.00 1.66 118,016 $ 29.85 1.66 118,016 $ 29.85 $45.01-$72.00 0.18 3,334 $ 50.25 0.18 3,334 $ 50.25 Total 8.40 3,976,884 $ 3.58 7.70 2,434,148 $ 4.84 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 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. Weighted average assumptions used in the Black Scholes option-pricing model for the service-based stock options issued for the years ended December 31, 2017 and 2016, were as follows: Year ended Year ended December 31, December 31, 2017 2016 Average risk-free interest rate 2.15 % 1.57 % Average expected life- years 5.67 5.05 Expected volatility 87.24 % 87.74 % Expected dividends $ 0.0 $ 0.0 In accordance with ASC 718, the market-based and performance-based long-term non-qualified option grants awards issued in 2017 were assigned a fair value of $0.80 per option share (total value of $0.9 million) on the date of grant using a Monte Carlo simulation. The following assumptions were used in the Monte-Carlo simulation model: Expected volatility 87.5% to 91% Risk free interest rate 2.24% to 2.42% Dividend yield rate 0% Weighted average remaining expected life 4.2 years Closing price per share common stock $1.05 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, 2017 | |
Notes to Financial Statements | |
Note 11. 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, 2017 AND 2016 Consulting Business Technology Business Corporate Total 2017 2016 2017 2016 2017 2016 2017 2016 Revenue $ 175,446 $ 760,577 $ - $ - $ $ - $ 175,446 $ 760,577 Segment Loss Pre- Tax $ (78,513 ) $ (288,119 ) $ (2,282,938 ) $ (2,748,337 ) $ (4,743,446 ) $ (3,308,720 ) $ (7,104,897 ) $ (6,345,176 ) Total Assets $ 10,400 $ 388,434 $ 1,367,692 $ 1,160,465 $ 5,567,901 $ 5,253,476 $ 6,945,993 $ 6,802,375 Interest Expense $ - $ - $ - $ - $ 16,095 $ 29,386 $ 16,095 $ 29,386 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 12. 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 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, 2017 and 2016. 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 $ - Reclassification to equity - Warrant modification expense - Change in fair value of warrant liability - Balance at December 31, 2017 $ - The fair value of the warrant liability was 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. 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, 2017 and 2016. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 13. Subsequent Events | Joint Venture Operating Agreement Framatome On January 24, 2018, we formed a joint venture with Framatome, named Enfission, LLC, a Delaware limited liability company (Enfission). On January 25, 2018, we entered into an Operating Agreement for Enfission. Enfission will serve as an exclusive vehicle to develop, license and sell nuclear fuel assemblies based on Company-designed metallic fuel technology and other advanced nuclear fuel intellectual property licensed to Enfission by the Company and Framatome or their affiliates. The joint venture builds on the joint fuel development and regulatory licensing work under previously signed agreements initiated in March 2016. The Company owns 50% of Enfissions Class A voting membership units and Framatome owns the other 50%. Equity Transactions ATM Prospectus Supplement Filings and Transactions On January 24, 2018, the Company filed an additional prospectus supplement to register an additional approximate $5.9 million under the New ATM agreement with B. Riley FBR, Inc. We have raised an approximate $5.9 million under this $5.9 million prospectus supplement in 2018. On January 26, 2018, the Company filed an additional prospectus supplement to register an additional approximate $6.6 million under the New ATM agreement. We have raised an approximate $6.6 million under this prospectus supplement in 2018. On February 7, 2018, the Company filed an additional prospectus supplement to register an additional approximate $5.9 million under the New ATM agreement. We have raised an approximate $5.9 million under this prospectus supplement in 2018. On March 2, 2018 the Company filed an additional prospectus supplement to register an additional approximate $4.2 million under the New ATM agreement. As of the date of this 10-K, we have raised an approximate $2 million under this prospectus supplement in 2018. Convertible Preferred Stock Series B Offering On January 30, 2018, we closed on our offering of approximate $4 million of our Convertible Series B Preferred Stock. We issued 2,666,667 shares of the Companys newly created Non-Voting Series B Convertible Preferred Stock (the Series B Preferred Stock) and associated warrants to purchase up to 666,664 shares of the Companys common stock to the several purchasers for approximately $4.0 million or approximately $1.50 per share of Series B Preferred Stock and associated warrant. Dividends accrue on the Series B Preferred Stock at the rate of 7% per year and will be paid in-kind. The Warrants have a per share of common stock exercise price of $1.875, which is subject to adjustment in the event of certain stock dividends and distributions, stock splits, recapitalizations, stock combinations, reclassifications or similar events affecting the Companys common stock. The Warrants are exercisable upon issuance and will expire six months after issuance. On February 6, 2017 the Company entered into a consulting agreement with the consulting firm who introduced the Company to these investors. The consulting agreement calls for monthly retainer payments of $15,000, which are credited against any transaction introductory fee earned by the consultant. This agreement calls for a seven percent transaction introductory fee and warrants equal to 5 percent of the total transaction amount, at a strike price equal to the offering price for a three-year term. The Company filed a Certificate of Designation of Preferences, Rights and Limitations of Non-Voting Series B Convertible Preferred Stock (the Series B Certificate of Designation) with the Secretary of State of the State of Nevada. Pursuant to the Series B Certificate of Designation, the Companys Board of Directors designated a new series of the Companys preferred stock, the Non-Voting Series B Convertible Preferred Stock, par value $0.001 per share (the Series B Preferred Stock). The Series B Certificate of Designation authorized the Company to issue 2,666,667 shares of Series B Preferred Stock. Each share of Series B Preferred Stock has a liquidation preference of $1.50 per share. The holders of the Series B Preferred Stock have no voting rights. In addition, as long as the 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 B Preferred Stock. The Company has the option at any time after August 2, 2019 to redeem some or all of the outstanding Series B Preferred Stock for an amount in cash equal to the liquidation preference plus the amount of any accrued but unpaid dividends of the Series B Preferred Stock being redeemed. The holders of the Series B Preferred Stock do not have the ability to require the Company to redeem the Series B Preferred Stock. Expiration of Equity Line Agreement and Equity Line Option Agreement From January 1, 2018 to January 8, 2018, the Company received additional gross proceeds of approximately $0.7 million under the Aspire Equity line agreement from the sale of approximately 0.6 million shares of its common stock. On January 8, 2018, our common stock purchase agreement for the Equity Line with Aspire Capital terminated. Under the terms and conditions of Series B Convertible Preferred Stock Offering, mentioned above, the Company can no longer execute on the Aspire Option agreement and therefore it cannot enter into any new Equity Line agreements under this option agreement in the future (Note 10). The deferred financing cost asset balance of approximately $1.0 million at December 31, 2017 was expensed to financing costs in January 2018. The 500,000 warrants issued to Aspire Capital to obtain this Aspire Option Agreement were exercised in January 2018. Long-Term Non-Qualified Performance-Based and Market-Based Option Grants vest on January 25, 2018 On October 26, 2017 the Compensation Committee of the Board granted performance-based and market-based long-term non-qualified stock options relating to approximately 1.3 million shares to employees, consultants and directors of the Company. These performance-based and market-based stock options vest only upon the applicable performance conditions being satisfied by certain milestone dates, based on either a graded vesting schedule for each milestone or an accelerated vesting schedule. Accelerated vesting occurred on January 25, 2018 when the Companys stock price closed above $3 per share and therefore met the market-based milestone for 100% vesting of these option grants, as set forth in these stock option agreements (see Note 10 - Long-Term Non-Qualified Option Grants). Filing of New $75 Million Shelf Registration Statement On March 15, 2018, the Company expects to file a new shelf registration statement on Form S-3, registering the sale of up to $75 million of the Companys securities. Due to limitations under the rules of Form S-3, the Company was limited in 2017 and 2016 in selling up to one-third of the aggregate market value of the common equity held by non-affiliates in primary offerings under its prior effective shelf registration statement on Form S-3, including any sales made pursuant to the MLV ATM or the New ATM offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 and Lightbridge International Holding LLC, a Delaware limited liability company. 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 the United Kingdom branch was closed in 2017. Translation gains and losses for the years ended December 31, 2017 and 2016 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, 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 and accounts payable. 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. |
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 may depend on the results of the Companys operations outside the United States, including some of its research and development activities. 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, 2017 and 2016, as we expect to collect all of our outstanding receivables. Accounts receivable from one customer constituted approximately 100% of the total accounts receivable at December 31, 2017 and accounts receivable from two customers each constituted approximately 80% and 20% of the total accounts receivable at December 31, 2016, respectively. Approximately 15% and 49% of the total revenues reported for the years ended December 31, 2017 and 2016, respectively, were from the ENEC and FANR contracts. Contracts with one other utility customer in the United States constituted approximately 22% of total revenues reported for the year ended December 31, 2016, and contracts with one other customer constituted 85% and 29% for the years ended December 31, 2017 and 2016, 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 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 2017 and 2016 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. |
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 $4.5 million and $3.6 million at December 31, 2017 and 2016, 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 was approximately $114,000. |
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, 2017 and 2016, 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, 2017 and 2016. |
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, 2017 and 2016. 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, 2017 and 2016. |
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. |
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 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. Awards with service-based vesting conditions only Expense recognized on a straight-line basis over the requisite service period of the award. Awards with performance-based vesting conditions Expense is not recognized until it is determined that it is probable the performance-based conditions will be met. When achievement of a performance-based condition is probable, a catch-up of expense will be recorded as if the award had been vesting on a straight-line basis from the award date. The award will continue to be expensed on a straight-line basis until a higher performance-based condition is met, if applicable. Awards with market-based vesting conditions Expense recognized on a straight-line basis over the requisite service period, which is the lesser of the derived service period or the explicit service period if one is present. However, if the market condition is satisfied prior to the end of the requisite service period, we will accelerate all remaining expense to be recognized. Awards with both performance-based and market-based vesting conditions - if an awards vesting or exerciseability is conditional upon the achievement of either a market condition or performance or service conditions, the requisite service period is generally the shortest of the explicit, implicit, and derived service period. 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 for service-based vesting conditions and the Monte-Carlo valuation method for performance-based or market-based vesting conditions. 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 | Stock Compensation - Improvements to Employee Share-Based Payment Accounting, |
Recent Accounting Pronouncements | Intangibles, Goodwill and Other Statement of Cash Flows Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows (Topic 230): Restricted Cash. Leases Revenue Recognition Revenue from Contracts with Customers: Principal versus Agent Considerations Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients Compensation-Stock Compensation |
Net Loss Per Share (Table)
Net Loss Per Share (Table) | 12 Months Ended |
Dec. 31, 2017 | |
Net Loss Per Share Table | |
Net Loss Per Share | 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): 2017 2016 Numerator: Net loss attributable to common stockholders $ (7.4 ) $ (7.0 ) Denominator: Weighted-average common shares outstanding 10,424,481 4,728,943 Basic and diluted net loss per share $ (0.71 ) $ (1.48 ) |
Accounts Payable, Accrued Liabi
Accounts Payable, Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Trade payables $ 0.3 $ 0.3 Accrued expenses and other 0.6 0.4 Accrued bonuses 0.3 0.5 Total $ 1.2 $ 1.2 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases | Year ending December 31, Amount 2018 $ 0.1 Total minimum payments required $ 0.1 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes Tables | |
Deferred Tax Assets | Deferred Tax Assets ($ in millions) Total Total Deferred Tax Asset 2017 2016 2017 2016 Capitalized start-up costs $ 2.5 $ 3.0 $ 0.6 $ 1.1 Abandonment loss 0.0 0.2 0.0 0.1 Stock-based compensation - net 8.8 8.9 2.2 3.4 Accruals 0.3 0.5 0.1 0.2 Net operating loss carry-forward 62.5 56.0 16.1 21.3 Less: valuation allowance (74.1 ) (68.6 ) (19.0 ) (26.1 ) Total $ - $ - $ - $ - |
Income taxes (benefit) | The reconciliation between income taxes (benefit) at the U.S. and State statutory tax rates of 38% and the amount recorded in the accompanying consolidated financial statements is as follows: December 31, December 31, ($ in millions) 2017 2016 Tax benefit at U.S. federal and state statutory rates $ (3.0 ) $ (2.0 ) Warrant revaluation (income)/expense 0.0 (0.5 ) Stock-based compensation and other 0.2 2.8 Change in Federal statutory rate 9.6 - Increase in valuation allowance (6.8 ) (0.3 ) Total provision for income tax benefit $ - $ - |
Stockholders_ Equity and Stoc25
Stockholders’ Equity and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders Equity And Stock-based Compensation Tables | |
Schedule of Aspire Option Agreement | The assumptions used in the Black Scholes option-pricing model for these warrants on August 10, 2016, were as follows: Closing price per share of common stock $ 3.34 Average risk-free interest rate .83 % Average expected life- years 3.3 Expected volatility 92.61 % Expected dividends 0 % |
Schedule of Warrants Outstanding | Outstanding Warrants December 31, December 31, 2017 2016 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. - 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. In 2016, 59,450 of these warrants were exchanged for common stock, and all remaining warrant holders agreed to new warrant terms which excluded any potential net cash settlement provisions in exchange for a reduced exercise price of $6.25 per share. 163,986 163,986 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 which excluded any potential net cash settlement provisions in order to classify them as equity in exchange for a reduced exercise price of $6.25 per share. 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 were exercised on July 12, 2017. - 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 were exercised in January 2018 (Note 13 - Subsequent Events). 500,000 500,000 1,210,905 1,713,172 |
Schedule of Share-based Compensation, Stock Options, Activity | Stock option transactions to the employees, directors and consultants are summarized as follows for the year ended December 31, 2017: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year 2,172,581 $ 6.70 $ 4.83 Granted 1,854,277 1.05 0.77 Exercised - - - Forfeited - - - Expired (49,974) 45.53 38.70 End of the year 3,976,884 3.58 2.49 Options exercisable 2,434,148 4.84 3.36 Stock option transactions to the employees, directors and consultants are summarized as follows for the year ended December 31, 2016: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year 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 year 2,172,581 $ 6.70 $ 4.83 Options exercisable 1,722,105 $ 7.03 $ 5.15 |
Schedule of Non-Vested Options, Activity | A summary of the status of the Companys non-vested options as of December 31, 2016 and 2017, and changes during the years ended December 31, 2017 and 2016, is presented below: Shares Weighted-Average Fair Value Grant Date Weighted Average Exercise Price Non-vested Option Shares 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 Granted 1,854,277 $ 0.77 $ 1.05 Vested (762,017 ) 1.67 2.54 Forfeited - - - Non-vested December 31, 2017 1,542,736 $ 1.10 $ 1.58 |
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, 2017: 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 $1.05-$2.00 9.56 2,528,666 $ 1.18 9.28 1,197,708 $ 1.33 $2.01-$6.00 7.86 821,174 $ 4.59 7.86 651,429 $ 4.58 $6.01-$20.00 5.12 505,694 $ 7.47 4.93 463,661 $ 7.58 $20.01-$45.00 1.66 118,016 $ 29.85 1.66 118,016 $ 29.85 $45.01-$72.00 0.18 3,334 $ 50.25 0.18 3,334 $ 50.25 Total 8.40 3,976,884 $ 3.58 7.70 2,434,148 $ 4.84 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 |
Schedule of Service-based Payment Award, Stock Options, Valuation Assumptions | Weighted average assumptions used in the Black Scholes option-pricing model for the service-based stock options issued for the years ended December 31, 2017 and 2016, were as follows: Year ended Year ended December 31, December 31, 2017 2016 Average risk-free interest rate 2.15 % 1.57 % Average expected life- years 5.67 5.05 Expected volatility 87.24 % 87.74 % Expected dividends $ 0.0 $ 0.0 In accordance with ASC 718, the market-based and performance-based long-term non-qualified option grants awards issued in 2017 were assigned a fair value of $0.80 per option share (total value of $0.9 million) on the date of grant using a Monte Carlo simulation. The following assumptions were used in the Monte-Carlo simulation model: Expected volatility 87.5% to 91% Risk free interest rate 2.24% to 2.42% Dividend yield rate 0% Weighted average remaining expected life 4.2 years Closing price per share common stock $1.05 |
Business Segment Results (Table
Business Segment Results (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Segment Results Tables | |
Schedule of Segment Reporting Information, by Segment | Consulting Business Technology Business Corporate Total 2017 2016 2017 2016 2017 2016 2017 2016 Revenue $ 175,446 $ 760,577 $ - $ - $ $ - $ 175,446 $ 760,577 Segment Loss Pre- Tax $ (78,513 ) $ (288,119 ) $ (2,282,938 ) $ (2,748,337 ) $ (4,743,446 ) $ (3,308,720 ) $ (7,104,897 ) $ (6,345,176 ) Total Assets $ 10,400 $ 388,434 $ 1,367,692 $ 1,160,465 $ 5,567,901 $ 5,253,476 $ 6,945,993 $ 6,802,375 Interest Expense $ - $ - $ - $ - $ 16,095 $ 29,386 $ 16,095 $ 29,386 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements Tables | |
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 $ - Reclassification to equity - Warrant modification expense - Change in fair value of warrant liability - Balance at December 31, 2017 $ - |
Basis of Presentation, Summar28
Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 14, 2018 | Dec. 31, 2015 | |
State of Incorporation | Delaware | |||
Date of incorporation | Jan. 8, 1992 | |||
Accumulated Deficit | $ (87,821,514) | $ (80,716,617) | ||
Net loss | (7,104,897) | (6,345,176) | ||
Working capital | 3,900,000 | |||
Net Cash Used In Operating Activities | (5,003,328) | (5,976,060) | ||
Cash and cash equivalents | 4,515,398 | 3,584,877 | $ 623,184 | |
Restricted cash | $ 114,012 | |||
Cash, FDIC insured amount | $ 250,000 | |||
Common Stock, Par Value Per Share (before reverse stock split) | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Authorized (before reverse stock split) | 500,000,000 | 500,000,000 | ||
Preferred Stock, Par Value Per Share (before reverse stock split) | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Authorized (before reverse stock split) | 50,000,000 | 50,000,000 | ||
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Authorized (after split) | 100,000,000 | 100,000,000 | ||
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Authorized (after split) | 10,000,000 | 10,000,000 | ||
Stockholders' Equity, Reverse Stock Split | One for five | |||
Revenues - Major customer | 15.00% | 49.00% | ||
Percentage of total revenues reported with one other utility customer in United States | 22.00% | |||
Percentage of total revenues contracts with one other customer | 85.00% | 29.00% | ||
One Customer [Member] | ||||
Accounts receivable, percent | 100.00% | 80.00% | ||
Two Customer [Member] | ||||
Accounts receivable, percent | 20.00% | |||
Minimum [Member] | ||||
Patents estimated useful life | 17 years | |||
Maximum [Member] | ||||
Patents estimated useful life | 20 years | |||
Subsequent Event [Member] | ||||
Cash and cash equivalents | $ 27,000,000 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (7,381,475) | $ (7,007,054) |
Denominator: | ||
Weighted-average common shares outstanding | 10,424,481 | 4,728,943 |
Basic and diluted net loss per share | $ (0.71) | $ (1.48) |
Accounts Receivable Project R30
Accounts Receivable Project Revenue and Reimbursable Project Costs (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
FANR and ENEC Projects [Member] | ||
Accounts receivable | $ 10,000 | $ 310,000 |
ENEC [Member] | ||
Accounts receivable - major customer, percent | 100.00% | 80.00% |
Prepaid Expenses and Other Cu31
Prepaid Expenses and Other Current Assets (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid Expenses And Other Current Assets Details Narrative | ||
Prepaid expenses and other current assets | $ 70,067 | $ 80,933 |
Advance Rent (One month) | 33,000 | |
Security deposit | $ 15,000 | $ 15,000 |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Patent filing costs | $ 200,000 | $ 200,000 |
Total investment in patents | 1,400,000 | 1,200,000 |
Amortization expense of patents | $ 0 | $ 0 |
Minimum [Member] | ||
Patents estimated useful life | 17 years | |
Maximum [Member] | ||
Patents estimated useful life | 20 years |
Accounts Payable and Accrued 33
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts Payable And Accrued Liabilities Details | ||
Trade payables | $ 300,000 | $ 300,000 |
Accrued expenses and other | 600,000 | 400,000 |
Accrued bonuses | 300,000 | 500,000 |
Total | $ 1,200,000 | $ 1,200,000 |
Commitments and Contingencies34
Commitments and Contingencies (Details) | Dec. 31, 2017USD ($) |
Commitments And Contingencies Details | |
2,018 | $ 100,000 |
Total minimum payments required | $ 100,000 |
Commitments and Contingencies35
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 22, 2015 | Dec. 17, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred lease abandonment liability, long term | $ 28,464 | |||
Deferred lease abandonment liability, short term | $ 65,000 | 169,000 | ||
Description of indemnification agreements | 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, 2017, 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 | |||
Operating lease term | 12 months | |||
Monthly rent fees | $ 6,500 | $ 15,000 | ||
Abandonment loss | $ 37,780 | |||
Maximum [Member] | ||||
Amount payable under indemnification agreements | $ 75,000 |
Research and Development Costs
Research and Development Costs (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Research and development expenses | $ 2,282,938 | $ 2,748,337 |
Consulting agreement monthly payments | $ 20,000 | |
RDSA [Member] | ||
Terms of agreement | In connection with the RDSA, the Company is committed, at December 31, 2017, to purchase minimum amounts of R&D services from Framatome of approximately $3.3 million for the period up through December 31, 2018 | |
RDSA [Member] | Minimum [Member] | ||
Research and development expenses | $ 3,300,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Capitalized start-up costs | $ 2,500,000 | $ 3,000,000 |
Abandonment loss | 0 | 200,000 |
Stock-based compensation - net | 8,800,000 | 8,900,000 |
Accruals | 300,000 | 500,000 |
Net operating loss carry-forward | 62,500,000 | 56,000,000 |
Less: valuation allowance | (74,100,000) | (68,600,000) |
Total | ||
Deferred Tax Asset [Member] | ||
Capitalized start-up costs | 600,000 | 1,100,000 |
Abandonment loss | 0 | 100,000 |
Stock-based compensation - net | 2,200,000 | 3,400,000 |
Accruals | 100,000 | 200,000 |
Net operating loss carry-forward | 16,100,000 | 21,300,000 |
Less: valuation allowance | (19,000,000) | (26,100,000) |
Total |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Tax benefit at U.S. federal and state statutory rates | $ (3,000,000) | $ (2,000,000) |
Warrant revaluation (income)/expense | 0 | (500,000) |
Stock-based compensation and other | 200,000 | 2,800,000 |
Change in Federal statutory rate | 9,600,000 | |
Increase in valuation allowance | (6,800,000) | (300,000) |
Total provision for income tax benefit |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes Details Narrative | ||
Federal and State corporate tax rate | 25.00% | |
Effective tax rate | 38.00% | 38.00% |
Net operating loss carry-forward | $ 62,500,000 | $ 56,000,000 |
Percentage of valuation allowance | 100.00% | |
Valuation allowance | $ (6,800,000) | $ (300,000) |
Estimated non-cash tax expense | $ 9,600,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Aug. 10, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Closing price per share of common stock | $ 1.05 | ||
Average risk-free interest rate | 1.00% | ||
Average expected life- years | 5 years | 5 years 1 month 10 days | |
Expected volatility | 91.00% | ||
Expected dividends | 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 3 months 19 days | ||
Expected volatility | 92.61% | ||
Expected dividends | 0.00% |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Warrants Outstanding | 1,210,905 | 1,713,172 |
Issued To Investors On July 28, 2010 [Member] | ||
Warrants Outstanding | 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 | 163,986 |
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 | 500,000 |
Exercise price | $ 0.01 | |
Common stock to be purchased in the Offering | 500,000 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders Equity Details 2 | ||
Beginning of the year | 2,172,581 | 1,047,450 |
Stock options granted | 1,854,277 | 1,210,467 |
Exercised | ||
Forfeited | ||
Expired | (49,974) | (85,336) |
End of the year | 3,976,884 | 2,172,581 |
Options exercisable | 2,434,148 | 1,722,105 |
Weighted Average Exercise Price Beginning of the Year | $ 6.70 | $ 18.50 |
Weighted Average Exercise Price Stock Options Granted | 1.05 | 3.02 |
Weighted Average Exercise Price Stock Options Exercised | ||
Weighted Average Exercise Price Stock Options Forfeited | ||
Weighted Average Exercise Price Stock Options Expired | 45.53 | 99.37 |
Weighted Average Exercise End of the Year | 3.58 | 6.70 |
Weighted Average Exercise Price Options exercisable | 4.84 | 7.03 |
Weighted Average Fair Value Stock Options Beginning of the Year | 4.83 | 20.30 |
Weighted Average Fair Value Stock Options Granted | 0.77 | 1.71 |
Weighted Average Fair Value Stock Options Exercised | ||
Weighted Average Fair Value Stock Options Forfeited | ||
Weighted Average Fair Value Stock Options Expired | 38.70 | 97.81 |
Weighted Average Fair Value Stock Options End of the Year | 2.49 | 4.83 |
Weighted Average Fair Value Options exerciseable | $ 3.36 | $ 5.15 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders Equity Details 3 | ||
Non-vested at beginning of period | 450,476 | 359,001 |
Granted | 1,854,277 | 1,210,467 |
Vested | (762,017) | (1,118,992) |
Forfeited | ||
Non-vested at end of period | 1,542,736 | 450,476 |
Weighted average fair value grant date, beginning of period | $ 3.60 | $ 4.55 |
Weighted average fair value grant date, granted | 0.77 | 1.71 |
Weighted average fair value grant date, vested | 1.67 | 1.81 |
Weighted average fair value grant date, forfeited | ||
Weighted average fair value grant date, end of period | 1.10 | 3.60 |
Weighted average exercise price, beginning of period | 5.40 | 6.70 |
Weighted average exercise price, granted | 1.05 | 3.02 |
Weighted average exercise price, vested | 2.54 | 3.19 |
Weighted average exercise price, forfeited | ||
Weighted average exercise price, end of period | $ 1.58 | $ 5.40 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted Average Remaining Contractural Life - Years | 8 years 4 months 24 days | 7 years 2 months 16 days |
Number of options outstanding | 3,976,884 | 2,172,581 |
Weighted Average Exercise Price Stock Options Outstanding | $ 3.58 | $ 6.70 |
Number of Awards Vested | 2,434,148 | 1,722,105 |
Weighted Average Exercise Price | $ 4.84 | $ 7.03 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 7 years 8 months 12 days | 6 years 5 months 16 days |
Range One [Member] | ||
Exercise price lower range limit | $ 1.05 | $ 1.14 |
Exercise price upper range limit | $ 2 | $ 4 |
Weighted Average Remaining Contractural Life - Years | 9 years 6 months 21 days | 9 years 10 months 6 days |
Number of options outstanding | 2,528,666 | 678,769 |
Weighted Average Exercise Price Stock Options Outstanding | $ 1.18 | $ 1.55 |
Number of Awards Vested | 1,197,708 | 678,769 |
Weighted Average Exercise Price | $ 1.33 | $ 1.55 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 9 years 3 months 11 days | 9 years 10 months 6 days |
Range Two [Member] | ||
Exercise price lower range limit | $ 2.01 | $ 4.01 |
Exercise price upper range limit | $ 6 | $ 6 |
Weighted Average Remaining Contractural Life - Years | 7 years 10 months 10 days | 8 years 10 months 10 days |
Number of options outstanding | 821,174 | 816,794 |
Weighted Average Exercise Price Stock Options Outstanding | $ 4.59 | $ 4.60 |
Number of Awards Vested | 651,429 | 477,302 |
Weighted Average Exercise Price | $ 4.58 | $ 4.60 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 7 years 10 months 10 days | 8 years 9 months 29 days |
Range Three [Member] | ||
Exercise price lower range limit | $ 6.01 | $ 6.01 |
Exercise price upper range limit | $ 20 | $ 20 |
Weighted Average Remaining Contractural Life - Years | 5 years 1 month 13 days | 6 years 1 month 13 days |
Number of options outstanding | 505,694 | 505,694 |
Weighted Average Exercise Price Stock Options Outstanding | $ 7.47 | $ 7.47 |
Number of Awards Vested | 463,661 | 394,710 |
Weighted Average Exercise Price | $ 7.58 | $ 7.36 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 4 years 11 months 4 days | 5 years 10 months 28 days |
Range Four [Member] | ||
Exercise price lower range limit | $ 20.01 | $ 20.01 |
Exercise price upper range limit | $ 45 | $ 45 |
Weighted Average Remaining Contractural Life - Years | 1 year 7 months 28 days | 2 years 2 months 27 days |
Number of options outstanding | 118,016 | 144,683 |
Weighted Average Exercise Price Stock Options Outstanding | $ 29.85 | $ 31.47 |
Number of Awards Vested | 118,016 | 144,683 |
Weighted Average Exercise Price | $ 29.85 | $ 31.47 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 1 year 7 months 28 days | 2 years 2 months 27 days |
Range Five [Member] | ||
Exercise price lower range limit | $ 45.01 | $ 45.01 |
Exercise price upper range limit | $ 72 | $ 72 |
Weighted Average Remaining Contractural Life - Years | 2 months 5 days | 11 months 9 days |
Number of options outstanding | 3,334 | 26,641 |
Weighted Average Exercise Price Stock Options Outstanding | $ 50.25 | $ 53.03 |
Number of Awards Vested | 3,334 | 26,641 |
Weighted Average Exercise Price | $ 50.25 | $ 53.03 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 2 months 5 days | 11 months 9 days |
Stockholders' Equity (Details 5
Stockholders' Equity (Details 5) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders Equity Details 5 | ||
Average risk-free interest rate | 2.15% | 1.57% |
Average expected life- years | 5 years 8 months 2 days | 5 years 18 days |
Expected volatility | 87.24% | 87.74% |
Expected dividends | 0.00% | 0.00% |
Stockholders' Equity (Details 6
Stockholders' Equity (Details 6) | 12 Months Ended |
Dec. 31, 2017$ / shares | |
Expected volatility | 91.00% |
Risk free interest rate | 1.00% |
Dividend yield rate | 0.00% |
Weighted average remaining expected life | 4 years 2 months 12 days |
Closing price per share – common stock | $ 1.05 |
Minimum [Member] | |
Expected volatility | 87.50% |
Risk free interest rate | 2.24% |
Maximum [Member] | |
Expected volatility | 91.00% |
Risk free interest rate | 2.42% |
Stockholders_ Equity and Stoc47
Stockholders’ Equity and Stock-Based Compensation (Details Narrative) | Nov. 09, 2016$ / sharesshares | Aug. 10, 2016USD ($)Integer$ / sharesshares | Oct. 26, 2017$ / sharesshares | Aug. 30, 2017$ / sharesshares | Jun. 30, 2016$ / shares | Jun. 28, 2016USD ($)$ / sharesshares | Nov. 17, 2014$ / sharesshares | Oct. 25, 2013$ / sharesshares | Jul. 28, 2010$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Aug. 23, 2017shares | Jul. 12, 2017USD ($) | Aug. 02, 2016USD ($)$ / sharesshares | May 12, 2016shares | Jan. 08, 2016USD ($)$ / sharesshares | Dec. 31, 2015shares | Sep. 04, 2015shares | Mar. 25, 2015shares |
Reverse stock split | One for five | ||||||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||||||||||||||||
Common Stock, Shares, Issued and Outstanding | 12,737,703 | 7,112,143 | |||||||||||||||||
Class of Warrant or Right, Outstanding | 1,210,905 | 1,713,172 | |||||||||||||||||
Stock options outstanding | 3,976,884 | 2,172,581 | 1,047,450 | ||||||||||||||||
Options vested | 2,434,148 | 1,722,105 | |||||||||||||||||
Accumulated preferred stock dividend | $ | $ 276,578 | $ 80,578 | |||||||||||||||||
Stock based compensation | $ | $ 1,200,000 | $ 2,000,000 | |||||||||||||||||
Total stock and stock equivalents common shares | 1,120,753 | 1,049,354 | |||||||||||||||||
Total stock and stock equivalents outstanding | 19,046,245 | 12,047,250 | |||||||||||||||||
Volatility rate | 91.00% | ||||||||||||||||||
Risk-free interest rate | 1.00% | ||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||
Expected term | 5 years | 5 years 1 month 10 days | |||||||||||||||||
Amortized amount | $ | $ 400,000 | ||||||||||||||||||
Unamortized portion of deferred financing cost | $ | $ 1,500,000 | ||||||||||||||||||
Preferred stock par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||
Common Stock, Shares Issued | 12,737,703 | 7,112,143 | |||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 6,027,064 | $ 6,135,804 | |||||||||||||||||
Number of options vested and expected to vest outstanding | 2,434,148 | 1,722,105 | |||||||||||||||||
Share based compensation | $ | $ 1,193,306 | $ 1,984,011 | |||||||||||||||||
Unrecognized compensation costs | $ | $ 1,700,000 | ||||||||||||||||||
Weighted average recognition period | 11 months 26 days | ||||||||||||||||||
Aggregate intrinsic value | $ | $ 300,000 | $ 0 | |||||||||||||||||
Description of Long-Term Non-Qualified Option Grants | In accordance with ASC 718, the market-based and performance-based long-term non-qualified option grants awards issued in 2017 were assigned a fair value of $0.80 per option share (total value of $0.9 million) on the date of grant using a Monte Carlo simulation. The following assumptions were used in the Monte-Carlo simulation model: | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Volatility rate | 87.50% | ||||||||||||||||||
Risk-free interest rate | 2.24% | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Volatility rate | 91.00% | ||||||||||||||||||
Risk-free interest rate | 2.42% | ||||||||||||||||||
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 | |||||||||||||||||
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% | ||||||||||||||||||
Stock Options and Restricted Stock [Member] | Plan [Member] | |||||||||||||||||||
Common Stock, Shares Authorized | 1,400,000 | ||||||||||||||||||
2015 Equity Incentive Plan [Member] | |||||||||||||||||||
Expected term | 5 years | 3 years | |||||||||||||||||
Non-qualified stock options | 523,319 | 31,425 | |||||||||||||||||
Contractual lives | 10 years | 10 years | |||||||||||||||||
Strike price | $ / shares | $ 1.05 | $ 1.08 | |||||||||||||||||
Fair market value of per option | $ / shares | $ 0.73 | $ 0.80 | |||||||||||||||||
Convertible Series A Preferred Shares | |||||||||||||||||||
Preferred Stock, Shares Outstanding | 1,020,000 | 1,020,000 | |||||||||||||||||
Preferred stock, shares issued | 1,020,000 | 1,020,000 | |||||||||||||||||
Aspire Capital [Member] | |||||||||||||||||||
Class of Warrant or Right, Outstanding | 500,000 | ||||||||||||||||||
Amortized amount | $ | $ 400,000 | $ 200,000 | |||||||||||||||||
Unamortized portion of deferred financing cost | $ | 500,000 | ||||||||||||||||||
Long term unamortized deferred financing cost | $ | 500,000 | ||||||||||||||||||
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 | ||||||||||||||||||
General International Holdings, Inc [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Common Stock, Shares, Issued and Outstanding | 255,000 | ||||||||||||||||||
Accumulated dividend | $ | $ 300,000 | $ 100,000 | |||||||||||||||||
Rate of dividend payable in kind | 7.00% | ||||||||||||||||||
Number of shares reserved for future issuance | 1,020,000 | ||||||||||||||||||
Common stock shares reserved for future issuance, Value | $ | $ 2,800,000 | ||||||||||||||||||
Conversion price | $ / shares | $ 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 | ||||||||||||||||||
Aggregate intrinsic value | $ | $ 2,800,000 | ||||||||||||||||||
Preferred stock, shares issued | 1,020,000 | ||||||||||||||||||
Preferred stock, liquidation preference per share | $ / shares | $ 2.75 | ||||||||||||||||||
Preferred stock, liquidation preference | $ | $ 2,805,000 | ||||||||||||||||||
Directors, Officers and Employees [Member] | |||||||||||||||||||
Stock options granted | 1,070,659 | ||||||||||||||||||
Non-qualified stock options | 3,213,029 | ||||||||||||||||||
Lower Limit | $ / shares | $ 1.05 | ||||||||||||||||||
Upper Limit | $ / shares | $ 43.25 | ||||||||||||||||||
Directors, Officers and Employees [Member] | Minimum [Member] | |||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||
Contractual lives | 1 year 6 months | ||||||||||||||||||
Remaining contractual life | 4 months 24 days | ||||||||||||||||||
Directors, Officers and Employees [Member] | Maximum [Member] | |||||||||||||||||||
Expected term | 10 years | ||||||||||||||||||
Contractual lives | 9 years 9 months 18 days | ||||||||||||||||||
Remaining contractual life | 9 years 9 months 18 days | ||||||||||||||||||
Directors, Officers and Employees [Member] | 2015 Equity Incentive Plan [Member] | |||||||||||||||||||
Stock options outstanding | 1,120,322 | ||||||||||||||||||
Non-qualified stock options | 1,299,533 | ||||||||||||||||||
Description of option vesting | Accelerated 100% vesting | ||||||||||||||||||
Employees And Consultants [Member] | 2016 Short-Term Non-Qualified Option Grants [Member] | |||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||
Non-qualified stock options | 670,000 | ||||||||||||||||||
Contractual lives | 10 years | ||||||||||||||||||
Strike price | $ / shares | $ 1.54 | ||||||||||||||||||
Fair market value of per option | $ / shares | $ 1.05 | ||||||||||||||||||
Advisory Board Members [Member] | |||||||||||||||||||
Non-qualified stock options | 74,890 | ||||||||||||||||||
Contractual lives | 10 years | ||||||||||||||||||
Lower Limit | $ / shares | $ 1.08 | ||||||||||||||||||
Upper Limit | $ / shares | $ 50.25 | ||||||||||||||||||
Consultants [Member] | |||||||||||||||||||
Non-qualified stock options | 688,965 | ||||||||||||||||||
Lower Limit | $ / shares | $ 1.05 | ||||||||||||||||||
Upper Limit | $ / shares | $ 43.25 | ||||||||||||||||||
Consultants [Member] | Minimum [Member] | |||||||||||||||||||
Contractual lives | 3 years | ||||||||||||||||||
Consultants [Member] | Maximum [Member] | |||||||||||||||||||
Contractual lives | 10 years | ||||||||||||||||||
Equity Purchase Agreement Equity Line [Member] | |||||||||||||||||||
Common Stock, Shares Authorized | 1,853,960 | ||||||||||||||||||
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 sold, shares | 1,200,000 | 1,100,000 | |||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 1,500,000 | $ 2,700,000 | |||||||||||||||||
Securities Purchase Agreement [Member] | Aspire Capital [Member] | |||||||||||||||||||
Class of Warrant or Right, Outstanding | 295,267 | ||||||||||||||||||
Fair value of the common stock and the warrants | $ | $ 400,000 | ||||||||||||||||||
Number of shares reserved for future issuance | 5,000,000 | ||||||||||||||||||
Common stock sold, shares | 371,400 | ||||||||||||||||||
Proceeds from the issuance of the warrants and common shares | $ | $ 1,000,000 | ||||||||||||||||||
Strike price of warrants | $ / shares | $ 0.05 | ||||||||||||||||||
Securities Purchase Agreement One [Member] | Aspire Capital [Member] | |||||||||||||||||||
Common stock sold, shares | 600,000 | ||||||||||||||||||
ATM Offering [Member] | |||||||||||||||||||
Common Stock, Shares Authorized | 5,800,000 | ||||||||||||||||||
Common stock sold, shares | 1,400,000 | ||||||||||||||||||
Common Stock, Shares Issued | 1,900,000 | ||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 2,600,000 | ||||||||||||||||||
ATM Offering [Member] | FBR Capital Markets & Co [Member] | |||||||||||||||||||
Amount of additional prospectus supplement filed | $ | $ 1,600,000 | ||||||||||||||||||
Amount raised under addtional prospectus supplement | $ | $ 1,600,000 | ||||||||||||||||||
Long-Term Non-Qualified Option Grants [Member] | Employees And Consultants [Member] | 2015 Equity Incentive Plan [Member] | |||||||||||||||||||
Stock options granted | 179,211 | ||||||||||||||||||
Contractual lives | 10 years | ||||||||||||||||||
Strike price | $ / shares | $ 1.05 | ||||||||||||||||||
Description of option vesting | 1. The Companys closing stock price is above $3 per share by December 31, 2018 2. The Company secures at least a $2 million investment from a commercial nuclear industry entity other than Framatome by December 31, 2019 | ||||||||||||||||||
Description of Long-Term Non-Qualified Option Grants | All such long-term non-qualified stock options issued in excess of the 2.9 million shares authorized under the 2015 Equity Stock Plan (which total approximately 0.7 million out of the total approximate 1.3 million options granted) were issued contingent upon shareholder approval of an increase in the number of shares available under the 2015 Equity Stock Plan (with such number of contingent options to be granted is granted pro-rata among the grantees). |
Business Segment Results (Detai
Business Segment Results (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 175,446 | $ 760,577 |
Segment Profit - Pre Tax | (7,104,897) | (6,345,176) |
Total Assets | 6,945,993 | 6,802,375 |
Interest Expense | 16,095 | 29,386 |
Consulting [Member] | ||
Revenue | 175,446 | 760,577 |
Segment Profit - Pre Tax | (78,513) | (288,119) |
Total Assets | 10,400 | 388,434 |
Interest Expense | ||
Technology [Member] | ||
Revenue | ||
Segment Profit - Pre Tax | (2,282,938) | (2,748,337) |
Total Assets | 1,367,692 | 1,160,465 |
Interest Expense | ||
Corporate [Member] | ||
Revenue | ||
Segment Profit - Pre Tax | (4,743,446) | (3,308,720) |
Total Assets | 5,567,901 | 5,253,476 |
Interest Expense | $ 16,095 | $ 29,386 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurements Details | ||
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 08, 2018 | Jan. 30, 2018 | Oct. 26, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 15, 2018 | Mar. 02, 2018 | Feb. 07, 2018 | Jan. 26, 2018 | Jan. 24, 2018 | Aug. 10, 2016 |
Class of warrants/rights issued | 1,210,905 | 1,713,172 | |||||||||
Proceeds from Issuance of Common Stock | $ 6,027,064 | $ 6,135,804 | |||||||||
Share price | $ 1.05 | ||||||||||
Stock options granted | 1,854,277 | 1,210,467 | |||||||||
Aspire Capital [Member] | |||||||||||
Class of warrants/rights issued | 500,000 | ||||||||||
Subsequent Event [Member] | Convertible Series B Preferred Stock [Member] | |||||||||||
Preferred stock offering cost | $ 4,000,000 | ||||||||||
Non-Voting preferred stock shares issued | 2,666,667 | ||||||||||
Class of warrants/rights issued | 666,664 | ||||||||||
Proceeds from Issuance of Common Stock | $ 4,000,000 | ||||||||||
Share price | $ 1.50 | ||||||||||
Dividends Paid in kind, percentage | 7.00% | ||||||||||
Common stock warrants exercise price | $ 1.875 | ||||||||||
Consulting agreement monthly payment description | The consulting agreement calls for monthly retainer payments of $15,000, which are credited against any transaction introductory fee earned by the consultant. This agreement calls for a seven percent transaction introductory fee and warrants equal to 5 percent of the total transaction amount, at a strike price equal to the offering price for a three-year term. | ||||||||||
Non-Voting preferred stock per share | $ 0.001 | ||||||||||
Preferred stock shares authorized to issue | 2,666,667 | ||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 1.50 | ||||||||||
Subsequent Event [Member] | Shelf Registration Statement [Member] | |||||||||||
Securities registered to be sold under new shelf registration statement filed, value | $ 75,000,000 | ||||||||||
Subsequent Event [Member] | 2015 Equity Incentive Plan [Member] | Employees And Consultants [Member] | Long-Term Non-Qualified Option Grants [Member] | |||||||||||
Option vesting condition description | Accelerated vesting occurred on January 25, 2018 when the Companys stock price closed above $3 per share and therefore met the market-based milestone for 100% vesting of these option grants, as set forth in these stock option agreements | ||||||||||
Subsequent Event [Member] | 2015 Equity Incentive Plan [Member] | Employees And Consultants Director [Member] | Long-Term Non-Qualified Option Grants [Member] | |||||||||||
Stock options granted | 1,300,000 | ||||||||||
Subsequent Event [Member] | Equity line agreement [Member] | Aspire Capital [Member] | |||||||||||
Class of warrants/rights issued | 500,000 | ||||||||||
Common stock sold, shares | 600,000 | ||||||||||
Proceeds from Issuance of Common Stock | $ 700,000 | ||||||||||
Deferred financing cost | $ 1,000,000 | ||||||||||
Subsequent Event [Member] | New ATM agreement [Member] | |||||||||||
Amount of additional prospectus supplement filed | $ 4,200,000 | $ 5,900,000 | $ 6,600,000 | ||||||||
Amount raised under addtional prospectus supplement | $ 2,000,000 | $ 5,900,000 | $ 6,600,000 | ||||||||
Subsequent Event [Member] | New ATM agreement [Member] | B. Riley FBR, Inc. [Member] | |||||||||||
Amount of additional prospectus supplement filed | $ 5,900,000 | ||||||||||
Amount raised under addtional prospectus supplement | $ 5,900,000 | ||||||||||
Subsequent Event [Member] | Joint Venture Operating Agreement [Member] | Framatome [Member] | |||||||||||
Percentage of Class A voting membership | 50.00% |