Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-29185 | |
Entity Registrant Name | QS ENERGY, INC. | |
Entity Central Index Key | 0001103795 | |
Entity Tax Identification Number | 52-2088326 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3606 Challenger Way | |
Entity Address, Address Line Two | Unit#1 | |
Entity Address, City or Town | Carson City | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89706 | |
City Area Code | (775) | |
Local Phone Number | 300-7647 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 370,584,682 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 252,000 | $ 114,000 |
Prepaid expenses | 18,000 | 14,000 |
Total current assets | 270,000 | 128,000 |
Property and equipment, net | 7,000 | 9,000 |
Right of use, asset | 116,000 | 143,000 |
Total assets | 393,000 | 280,000 |
Current liabilities: | ||
Accounts payable-license agreements - past due | 1,903,000 | 1,726,000 |
Accounts payable and accrued expenses | 918,000 | 930,000 |
Convertible debentures, net of discounts of $280,000 and $86,000, respectively; includes $1,590,000 and $1,333,000, respectively, in default | 1,798,000 | 1,503,000 |
PPP loan payable | 78,000 | 150,000 |
Operating lease liabilities | 41,000 | 38,000 |
Total current liabilities | 4,738,000 | 4,347,000 |
Operating lease liabilities, net of current portion | 77,000 | 106,000 |
Total liabilities | 4,815,000 | 4,453,000 |
Commitments and contingencies | ||
Stockholders’ deficit | ||
Common stock, $0.001 par value: 500,000,000 shares authorized, 366,074,683 and 355,300,222 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 366,076 | 355,301 |
Additional paid-in capital | 118,714,924 | 118,065,699 |
Accumulated deficit | (123,503,000) | (122,594,000) |
Total stockholders’ deficit | (4,422,000) | (4,173,000) |
Total liabilities and stockholders’ deficit | $ 393,000 | $ 280,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Discounts on convertible debentures | $ 280,000 | $ 86,000 |
Debt Instrument, Unamortized Discount, Current | $ 1,590,000 | $ 1,333,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 366,074,683 | 355,300,222 |
Common Stock, Shares, Outstanding | 366,074,683 | 355,300,222 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Costs and Expenses | ||||
Operating expenses | 214,000 | 230,000 | 504,000 | 586,000 |
Research and development expenses | 130,000 | 152,000 | 227,000 | 259,000 |
Loss from operations | (344,000) | (382,000) | (731,000) | (845,000) |
Other income (expense) | ||||
Gain on partial forgiveness of PPP note payable | 0 | 0 | 63,000 | 0 |
Interest and financing expense | (93,000) | (141,000) | (241,000) | (323,000) |
Net Loss | $ (437,000) | $ (523,000) | $ (909,000) | $ (1,168,000) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Earnings Per Share, Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Earnings Per Share, Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Number of Shares Outstanding, Basic | 361,911,870 | 343,682,057 | 358,462,524 | 331,184,719 |
Weighted Average Number of Shares Outstanding, Diluted | 361,911,870 | 343,682,057 | 358,462,524 | 331,184,719 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER'S DEFICIT (unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 323,182 | $ 117,373,818 | $ (121,204,000) | $ (3,507,000) |
Balance at beginning, shares at Dec. 31, 2020 | 323,181,243 | |||
Adjustment for adoption of ASU 2020-06 | (60,000) | 30,000 | (30,000) | |
Common stock issued on conversion of notes payable | $ 15,618 | 316,382 | 332,000 | |
Common stock issued on conversion of notes payable, shares | 15,617,653 | |||
Warrants issued with convertible notes | 156,000 | 156,000 | ||
Fair value of options and warrants issued as compensation | 41,000 | 41,000 | ||
Issuance of common stock for cash | $ 8,533 | 119,467 | 128,000 | |
Issuance of common stock for cash, shares | 8,533,333 | |||
Net loss | (1,168,000) | (1,168,000) | ||
Ending balance, value at Sep. 30, 2021 | $ 347,333 | 117,946,667 | (122,342,000) | (4,048,000) |
Balance at ending, shares at Sep. 30, 2021 | 347,332,229 | |||
Beginning balance, value at Jun. 30, 2021 | $ 338,111 | 117,676,889 | (121,819,000) | (3,804,000) |
Balance at beginning, shares at Jun. 30, 2021 | 338,110,564 | |||
Common stock issued on conversion of notes payable | $ 9,222 | 189,778 | 199,000 | |
Common stock issued on conversion of notes payable, shares | 9,221,665 | |||
Warrants issued with convertible notes | 57,000 | 57,000 | ||
Fair value of options and warrants issued as compensation | 23,000 | 23,000 | ||
Issuance of common stock for cash | ||||
Net loss | (523,000) | (523,000) | ||
Ending balance, value at Sep. 30, 2021 | $ 347,333 | 117,946,667 | (122,342,000) | (4,048,000) |
Balance at ending, shares at Sep. 30, 2021 | 347,332,229 | |||
Beginning balance, value at Dec. 31, 2021 | $ 355,301 | 118,065,699 | (122,594,000) | (4,173,000) |
Balance at beginning, shares at Dec. 31, 2021 | 355,300,222 | |||
Common stock issued on conversion of notes payable | $ 1,931 | 18,069 | 20,000 | |
Common stock issued on conversion of notes payable, shares | 1,930,633 | |||
Warrants issued with convertible notes | 283,000 | 283,000 | ||
Common stock issued on exercise of warrants | $ 8,594 | 297,406 | 306,000 | |
Common stock issued on exercise of warrants, shares | 8,593,828 | |||
Fair value of options and warrants issued as compensation | 31,000 | 31,000 | ||
Common stock issued on exercise of options | $ 250 | 19,750 | 20,000 | |
Common stock issued on exercise of options, shares | 250,000 | |||
Net loss | (909,000) | (909,000) | ||
Ending balance, value at Sep. 30, 2022 | $ 366,076 | 118,714,924 | (123,503,000) | (4,422,000) |
Balance at ending, shares at Sep. 30, 2022 | 366,074,683 | |||
Beginning balance, value at Jun. 30, 2022 | $ 358,928 | 118,193,072 | (123,066,000) | (4,514,000) |
Balance at beginning, shares at Jun. 30, 2022 | 358,926,888 | |||
Common stock issued on conversion of notes payable | $ 1,564 | 12,436 | 14,000 | |
Common stock issued on conversion of notes payable, shares | 1,563,967 | |||
Warrants issued with convertible notes | 283,000 | 283,000 | ||
Common stock issued on exercise of warrants | $ 5,334 | 202,666 | 208,000 | |
Common stock issued on exercise of warrants, shares | 5,333,828 | |||
Fair value of options and warrants issued as compensation | 4,000 | 4,000 | ||
Common stock issued on exercise of options | $ 250 | 19,750 | 20,000 | |
Common stock issued on exercise of options, shares | 250,000 | |||
Net loss | (437,000) | (437,000) | ||
Ending balance, value at Sep. 30, 2022 | $ 366,076 | $ 118,714,924 | $ (123,503,000) | $ (4,422,000) |
Balance at ending, shares at Sep. 30, 2022 | 366,074,683 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from Operating Activities | ||
Net loss | $ (909,000) | $ (1,168,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value of options and warrants issued as compensation | 31,000 | 41,000 |
Amortization of debt discount | 90,000 | 194,000 |
Accrued interest expense | 115,000 | 92,000 |
Depreciation | 3,000 | 5,000 |
Gain on partial forgiveness of PPP note payable | (63,000) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (4,000) | 36,000 |
Lease right of use asset | 27,000 | 13,000 |
Accounts payable – license agreements | 177,000 | 176,000 |
Accounts payable and accrued expenses | (12,000) | 65,000 |
Accounts payable and accrued expenses – related parties | 0 | 44,000 |
Lease liabilities | (26,000) | (12,000) |
Net cash used in operating activities | (571,000) | (514,000) |
Cash flows from investing activities | ||
Purchase of property and equipment | (1,000) | 0 |
Net cash used in investing activities | (1,000) | 0 |
Cash flows from financing activities | ||
Net proceeds from private sale of restricted common stock | 0 | 128,000 |
Net proceeds from issuance of convertible notes and warrants | 393,000 | 412,000 |
Net proceeds from issuance of warrants and options | 326,000 | 0 |
Principal payment on PPP loan payable | (9,000) | 0 |
Net cash provided by financing activities | 710,000 | 540,000 |
Net increase in cash | 138,000 | 26,000 |
Cash, beginning of period | 114,000 | 52,000 |
Cash, end of period | 252,000 | 78,000 |
Cash paid during the year for: | ||
Interest | 0 | 0 |
Income Taxes | 0 | 0 |
Non-cash investing and financing activities | ||
Adjustment for adoption of ASU 2020-06 | 0 | 30,000 |
Recording of right of use asset and lease liability | 0 | 165,000 |
Conversion of convertible debentures and accrued interest to common stock | 20,000 | 332,000 |
Value of warrants issued with convertible notes | $ 283,000 | $ 156,000 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business QS Energy, Inc. (“QS Energy”, “Company”) was incorporated on February 18, 1998, as a Nevada Corporation under the name Mandalay Capital Corporation. The Company changed its name to Save the World Air, Inc. on February 11, 1999. Effective August 11, 2015, the Company changed its name to QS Energy, Inc. The Company’s common stock is quoted under the symbol “QSEP” on the Over-the-Counter Bulletin Board. More information including the Company’s fact sheet, logos, media articles, and update information are available at our corporate website, www.qsenergy.com. QS Energy develops and is seeking to commercialize energy efficiency technologies that assist in meeting increasing global energy demands, improving the economics of oil extraction and transport, and reducing greenhouse gas emissions. The Company's intellectual properties include a portfolio of domestic and international patents and patents pending, a substantial portion of which have been developed in conjunction with and exclusively licensed from Temple University of Philadelphia, PA (“Temple”). QS Energy's primary technology is called Applied Oil Technology (AOT), a commercial-grade crude oil pipeline transportation flow-assurance product. AOT is engineered specifically to reduce pipeline pressure loss, increase pipeline flow rate and capacity, and reduce shippers’ reliance on diluents and drag reducing agents to meet pipeline maximum viscosity requirements. AOT is a 100% solid-state system that has shown to reduce crude oil viscosity by applying a high intensity electrical field to crude oil feedstock while in transit. The AOT product is seeking to transition from the testing, research and development stage to initial production for continued testing in advance of our goal of seeking acceptance and adoption by the midstream pipeline marketplace. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the nine-months ended September 30, 2022, the Company incurred a net loss of $ 909,000 571,000 4,422,000 1,590,000 At September 30, 2022, the Company had cash on hand in the amount of $ 252,000 No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders in case of equity financing. Inflation Macroeconomic factors such as inflation, rising interest rates, governmental responses there to and possible recession caused thereby also add significant uncertainty to our operations and possible effects to the amount and type of financing available to the Company in the future. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 31, 2022. The condensed consolidated balance sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of the full fiscal year-end results. Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Significant estimates include those related to accruals for potential liabilities, assumptions used in valuing equity instruments issued for financing and services and realization of deferred tax assets, among others. Actual results could differ from those estimates. Consolidation Policy The accompanying consolidated financial statements of QS Energy Inc. include the accounts of QS Energy Inc. (the Parent) and its wholly owned subsidiaries, QS Energy Pool, Inc. and STWA Asia Pte. Limited. Intercompany transactions and balances have been eliminated in consolidation. Basic and Diluted Income (Loss) Per Share Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. At September 30, 2022 and 2021, we excluded the following dilutive shares as their effect would have been anti-dilutive. Schedule of antidilutive shares September 30, September 30, Options 26,057,601 33,280,601 Warrants 26,200,816 14,549,655 Common stock issuable upon conversion of notes payable 38,371,627 21,143,316 Total 90,630,044 68,973,572 Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. Stock option grants, which are generally time or performance vested, are measured at the grant date fair value and depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. Research and Development Costs Research and development costs are expensed as incurred and consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Company’s products. Certain research and development activities are incurred under contract. In those instances, research and development costs are charged to operations ratably over the life of the underlying contracts, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate. Payments made pursuant to research and development contracts are initially recorded as advances on research and development contract services in the Company’s consolidated balance sheet and then charged to research and development costs in the Company’s consolidated statement of operations as those contract services are performed. For the nine-month periods ended September 30, 2022 and 2021 research and development costs were $ 227,000 259,000 130,000 152,000 Patent Costs Patent costs consist of patent-related legal and filing fees. Due to the uncertainty associated with the successful development of our AOT and other products, all patent costs are expensed as incurred. During the nine-month periods ended September 30, 2022 and 2021, patent costs were $ 13,000 16,000 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06 (“ASU 2020-06”) Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statement presentation or disclosures. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 3. Accounts Payable and Accrued Expenses As of September 30, 2022 and December 31, 2021, the Company owed $ 197,000 197,000 10,000 |
Operating Lease
Operating Lease | 9 Months Ended |
Sep. 30, 2022 | |
Operating Lease | |
Operating Lease | 4. Operating Lease The Company leases certain corporate office space under an operating lease agreement. We determine if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The lease expires May 31, 2025 3,563 3,893 The components of lease expense and supplemental cash flow information related to leases are as follows: Schedule of components of lease expense September 30, 2022 Lease costs: Operating lease (included in general and administrative in the Company’s consolidated statement of operations) $ – Other information: Cash paid for amounts included in the measurement of lease liabilities $ 26,000 Weighted average remaining lease term – operating leases (in years) 2.6 Average discount rate – operating leases 4 The supplemental balance sheet information related to leases for the period is as follows: Long-term right-of-use assets $ 116,000 Short-term operating lease liabilities 41,000 Long-term operating lease liabilities 77,000 Total operating lease liabilities $ 118,000 Future minimum lease payments under operating leases as of September 30, 2022 are as follows: Schedule of lease maturities Year ending December 31, Amount 2022 (remainder of year) $ 11,000 2023 45,000 2024 46,000 2025 19,000 Total minimum lease payments 121,000 Less: interest (3,000 ) Present value of lease liabilities $ 118,000 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 5. Convertible Notes Payable Convertible Notes and Warrants September 30, (unaudited) December 31, 2021 Convertible notes $ 1,529,000 $ 1,154,000 Accrued interest 549,000 435,000 Subtotal, including $1,590,000 and $1,333,000 in default at September 30, 2022 and December 31, 2021, respectively 2,078,000 1,589,000 Convertible note discount (280,000 ) (86,000 ) Balance on convertible notes, net of note discounts $ 1,798,000 $ 1,503,000 The Company issues convertible notes in exchange for cash. The notes typically do not bear any interest; however, there is an implied interest rate of 10% since the notes are typically issued at a 10% discount. The notes are unsecured, and usually mature twelve months from issuance. The notes are convertible at the option of the note holder into shares of the Company’s common stock at a conversion price stipulated in the conversion agreement. In addition, the note holders receive warrants to purchase shares of common stock that are fully vested upon issuance and expire one year from the date of issuance. As a result, the Company records a note discount to account for the relative fair value of the warrants, and original issue discount of 10% (OID). The note discounts are amortized over the term of the notes. As of December 31, 2021, total outstanding notes payable and accrued interest totaled $ 1,589,000 432,000 393,000 39,000 58,000 1,930,633 115,000 2,078,000 1,590,000 The $ 432,000 10 14,409,995 14,409,995 As of December 31, 2021, unamortized note discount totaled $ 86,000 283,000 39,000 90,000 38,000 280,000 As of September 30, 2022, the convertible notes payable and accrued interest are convertible into 38,371,627 0.02 0.48 |
PPP loan payable
PPP loan payable | 9 Months Ended |
Sep. 30, 2022 | |
Ppp Loan Payable | |
PPP loan payable | 6. PPP loan payable In June 2020, the Company was granted a loan (the “PPP loan”) from Cadence Bank in the aggregate amount of $ 151,000 The PPP loan agreement is dated June 18, 2020, matures on June 18, 2025 1 Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses. In January 2022, the Company received notice that $ 24,000 24,000 39,000 39,000 9,000 |
Research and Development
Research and Development | 9 Months Ended |
Sep. 30, 2022 | |
Research and Development [Abstract] | |
Research and Development | 7. Research and Development The Company constructs, develops and tests the AOT technologies with internal resources and through the assistance of various third-party entities. Costs incurred and expensed include fees such as license fees, purchase of test equipment, pipeline pumping equipment, crude oil tank batteries, viscometers, SCADA systems, computer equipment, payroll and other related equipment and various logistical expenses for the purposes of evaluating and testing the Company’s AOT prototypes. Costs incurred for research and development are expensed as incurred. Purchased materials that do not have an alternative future use are also expensed. Furthermore, costs incurred in the construction of prototypes with no certainty of any alternative future use and established commercial uses are also expensed. For the nine-month periods ended September 30, 2022 and 2021 research and development costs were $ 227,000 259,000 130,000 152,000 AOT Prototypes During the periods ended September 30, 2022 and 2021, the Company incurred total expenses of $ 86,000 110,000 Temple University Licensing Agreements On August 1, 2011, the Company and Temple University (“Temple”) entered into two (2) Exclusive License Agreements (collectively, the “License Agreements”) relating to Temple’s patent applications, patents and technical information pertaining to technology associated with an electric and/or magnetic field assisted fuel injector system (the “First Temple License”), and to technology to reduce crude oil viscosity (the “Second Temple License”). The License Agreements are exclusive, and the territory licensed to the Company is worldwide and replace previously issued License Agreements. Pursuant to the two licensing agreements, the Company paid Temple a non-refundable license maintenance fee of $300,000 and agreed to pay (i) annual maintenance fees of $187,500; (ii) royalty fee ranging from 4% up to 7% from revenues generated from the licensing agreements; and (iii) 25% of all revenues generated from sub-licensees to secure or maintain the sub-license or option thereon. The term of the licenses commenced in August 2011 and will expire upon expiration of the patents. The agreements can also be terminated by either party upon notification under terms of the licensing agreements or if the Company ceases the development of the patent or fails to commercialize the patent rights. Total expenses recognized during each nine-month period ended September 30, 2022 and 2021 pursuant to these two License Agreements amounted to $ 141,000 36,000 36,000 As of September 30, 2022 and December 31, 2021, total unpaid fees due to Temple pursuant to these agreements are $ 1,903,000 1,726,000 135,000 835,000 1,768,000 No |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock During the nine months ended September 30, 2022, the Company issued 10,774,461 shares of its common stock as follows: · The Company issued 1,930,633 58,000 38,000 0.03 · The Company issued 8,593,828 306,000 0.03 0.04 · The Company issued 250,000 20,000 0.08 |
Stock Options and Warrants
Stock Options and Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options and Warrants | 9. Stock Options and Warrants The Company periodically issues stock options and warrants to employees and non-employees in capital raising transactions, for services, and for financing costs. Options Options vest according to the terms of the specific grant and expire from 2 to 10 years from date of grant. The weighted-average, remaining contractual life of employee and non-employee options outstanding at September 30, 2022 was 5 years. Stock option activity for the period January 1, 2022 up to September 30, 2022, was as follows: Schedule of stock option activity Options Weighted January 1, 2022 31,080,601 $ 0.17 Granted – – Exercised (250,000 ) 0.08 Expired (4,773,000 ) 0.26 September 30, 2022 26,057,601 $ 0.15 The weighted average exercise prices, remaining contractual lives for options granted, exercisable, and expected to vest as of September 30, 2022 were as follows: Schedule of options outstanding by per share price Outstanding Options Exercisable Options Option Exercise Price Per Share Shares Life Weighted Shares Weighted $0.02 - $0.24 22,055,551 5.3 $ 0.10 22,055,551 $ 0.10 $0.25 - $0.49 3,388,552 3.9 $ 0.36 3,388,552 $ 0.36 $0.50 - $0.99 463,052 1.6 $ 0.85 463,052 $ 0.85 $1.00 - $2.00 150,446 0.8 $ 1.18 150,446 $ 1.18 26,057,601 5.1 $ 0.15 26,057,601 $ 0.15 At September 30, 2022, the aggregate intrinsic value of the options outstanding was $ 429,000 During the nine-month period ending September 30, 2021, the Company granted options to purchase 300,000 0.02 to $0.05 11,000 10 1.11 141 147 0 During the three and nine month periods ended September 30, 2022, the Company did not record any compensation costs related to the fair value of vested options. During the nine-month period ended September 30, 2021, the Company recognized compensation costs based on the fair value of options that vested of $ 32,000 20,000 Warrants The following table summarizes certain information about the Company’s stock purchase warrants activity for the period starting January 1, 2022 up to September 30, 2022. Schedule of warrant activity Warrants Weighted Avg. January 1, 2022 19,977,149 $ 0.04 Granted 15,209,992 0.03 Exercised (8,593,828 ) 0.04 Expired (392,497 ) 0.05 September 30, 2022 26,200,816 $ 0.04 The weighted average exercise prices, remaining contractual lives for warrants granted, exercisable, and expected to vest as of September 30, 2022 were as follows: Schedule of warrants outstanding by per share price Outstanding Warrants Exercisable Warrants Warrant Exercise Price Per Share Shares Life Weighted Average Exercise Price Shares Weighted Average Exercise Price $0.02 - $0.24 26,130,816 0.9 $ 0.03 26,097,483 $ 0.03 $0.50 - $1.00 70,000 1.6 $ 0.80 70,000 $ 0.80 26,200,816 0.9 $ 0.04 26,167,483 $ 0.04 At September 30, 2022, the aggregate intrinsic value of warrants outstanding was $ 1,332,000 During the nine-month period ending September 30, 2022, the Company issued warrants to purchase 799,997 0.02 to $0.09 31,000 2 to 5 years 0.73 3.25 193 245 0 During the nine-month period ending September 30, 2021, the Company issued warrants to purchase 299,997 0.02 to $0.05 9,000 2 years 0.13 0.27 204 240 0 During the nine-month period ended September 30, 2022, the Company recognized compensation costs based on the fair value of warrants that vested of $ 31,000 9,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies There is no current or pending litigation of any significance with the exception of the matters that have arisen under, and are being handled in, the normal course of business. QS Energy is working to maintain normal operations during the current COVID-19 pandemic under social distancing and shelter-in-place guidelines as recommended or required by the CDC, federal, state and county government agencies. The Company has moved many operational functions to the cloud. Our employees can perform most vital functions remotely. Most day-to-day operations have been minimally impacted by COVID-19. It is unclear what impact COVID-19 may have on our supply chain, or on our ability to operate on-site at the demonstration project. The Company has experienced delays and cost overruns due to COVID-19 impacts on our supply chain. We have not been made aware of any COVID-19 restrictions at the demonstration site that would impact our ability to restart our demonstration testing. No assurances can be made that COVID-19 will not materially affect our supply chain, will not negatively affect access to the demonstration site, restrict operations at the demonstration site, or negatively impact our ability to fund continued operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events In October 2022, the Company issued 3,776,666 shares of common stock upon the conversion of $113,000 in convertible notes payable at $0.03 per share. Also during October 2022, pursuant to terms of a consulting agreement, the Company granted a warrant to purchase 750,000 shares of common stock with an exercise price of $0.04 per share, vesting immediately, and expiring two years from the date granted. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the nine-months ended September 30, 2022, the Company incurred a net loss of $ 909,000 571,000 4,422,000 1,590,000 At September 30, 2022, the Company had cash on hand in the amount of $ 252,000 No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders in case of equity financing. |
Inflation | Inflation Macroeconomic factors such as inflation, rising interest rates, governmental responses there to and possible recession caused thereby also add significant uncertainty to our operations and possible effects to the amount and type of financing available to the Company in the future. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 31, 2022. The condensed consolidated balance sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of the full fiscal year-end results. |
Estimates | Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Significant estimates include those related to accruals for potential liabilities, assumptions used in valuing equity instruments issued for financing and services and realization of deferred tax assets, among others. Actual results could differ from those estimates. |
Consolidation Policy | Consolidation Policy The accompanying consolidated financial statements of QS Energy Inc. include the accounts of QS Energy Inc. (the Parent) and its wholly owned subsidiaries, QS Energy Pool, Inc. and STWA Asia Pte. Limited. Intercompany transactions and balances have been eliminated in consolidation. |
Basic and Diluted Income (Loss) Per Share | Basic and Diluted Income (Loss) Per Share Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. At September 30, 2022 and 2021, we excluded the following dilutive shares as their effect would have been anti-dilutive. Schedule of antidilutive shares September 30, September 30, Options 26,057,601 33,280,601 Warrants 26,200,816 14,549,655 Common stock issuable upon conversion of notes payable 38,371,627 21,143,316 Total 90,630,044 68,973,572 |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. Stock option grants, which are generally time or performance vested, are measured at the grant date fair value and depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred and consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Company’s products. Certain research and development activities are incurred under contract. In those instances, research and development costs are charged to operations ratably over the life of the underlying contracts, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate. Payments made pursuant to research and development contracts are initially recorded as advances on research and development contract services in the Company’s consolidated balance sheet and then charged to research and development costs in the Company’s consolidated statement of operations as those contract services are performed. For the nine-month periods ended September 30, 2022 and 2021 research and development costs were $ 227,000 259,000 130,000 152,000 |
Patent Costs | Patent Costs Patent costs consist of patent-related legal and filing fees. Due to the uncertainty associated with the successful development of our AOT and other products, all patent costs are expensed as incurred. During the nine-month periods ended September 30, 2022 and 2021, patent costs were $ 13,000 16,000 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06 (“ASU 2020-06”) Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statement presentation or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of antidilutive shares | Schedule of antidilutive shares September 30, September 30, Options 26,057,601 33,280,601 Warrants 26,200,816 14,549,655 Common stock issuable upon conversion of notes payable 38,371,627 21,143,316 Total 90,630,044 68,973,572 |
Operating Lease (Tables)
Operating Lease (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Operating Lease | |
Schedule of components of lease expense | Schedule of components of lease expense September 30, 2022 Lease costs: Operating lease (included in general and administrative in the Company’s consolidated statement of operations) $ – Other information: Cash paid for amounts included in the measurement of lease liabilities $ 26,000 Weighted average remaining lease term – operating leases (in years) 2.6 Average discount rate – operating leases 4 The supplemental balance sheet information related to leases for the period is as follows: Long-term right-of-use assets $ 116,000 Short-term operating lease liabilities 41,000 Long-term operating lease liabilities 77,000 Total operating lease liabilities $ 118,000 |
Schedule of lease maturities | Schedule of lease maturities Year ending December 31, Amount 2022 (remainder of year) $ 11,000 2023 45,000 2024 46,000 2025 19,000 Total minimum lease payments 121,000 Less: interest (3,000 ) Present value of lease liabilities $ 118,000 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Warrants | Convertible Notes and Warrants September 30, (unaudited) December 31, 2021 Convertible notes $ 1,529,000 $ 1,154,000 Accrued interest 549,000 435,000 Subtotal, including $1,590,000 and $1,333,000 in default at September 30, 2022 and December 31, 2021, respectively 2,078,000 1,589,000 Convertible note discount (280,000 ) (86,000 ) Balance on convertible notes, net of note discounts $ 1,798,000 $ 1,503,000 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Schedule of stock option activity Options Weighted January 1, 2022 31,080,601 $ 0.17 Granted – – Exercised (250,000 ) 0.08 Expired (4,773,000 ) 0.26 September 30, 2022 26,057,601 $ 0.15 |
Schedule of options outstanding by per share price | Schedule of options outstanding by per share price Outstanding Options Exercisable Options Option Exercise Price Per Share Shares Life Weighted Shares Weighted $0.02 - $0.24 22,055,551 5.3 $ 0.10 22,055,551 $ 0.10 $0.25 - $0.49 3,388,552 3.9 $ 0.36 3,388,552 $ 0.36 $0.50 - $0.99 463,052 1.6 $ 0.85 463,052 $ 0.85 $1.00 - $2.00 150,446 0.8 $ 1.18 150,446 $ 1.18 26,057,601 5.1 $ 0.15 26,057,601 $ 0.15 |
Schedule of warrant activity | Schedule of warrant activity Warrants Weighted Avg. January 1, 2022 19,977,149 $ 0.04 Granted 15,209,992 0.03 Exercised (8,593,828 ) 0.04 Expired (392,497 ) 0.05 September 30, 2022 26,200,816 $ 0.04 |
Schedule of warrants outstanding by per share price | Schedule of warrants outstanding by per share price Outstanding Warrants Exercisable Warrants Warrant Exercise Price Per Share Shares Life Weighted Average Exercise Price Shares Weighted Average Exercise Price $0.02 - $0.24 26,130,816 0.9 $ 0.03 26,097,483 $ 0.03 $0.50 - $1.00 70,000 1.6 $ 0.80 70,000 $ 0.80 26,200,816 0.9 $ 0.04 26,167,483 $ 0.04 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from EPS | 90,630,044 | 68,973,572 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from EPS | 26,057,601 | 33,280,601 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from EPS | 26,200,816 | 14,549,655 |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from EPS | 38,371,627 | 21,143,316 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Net loss | $ 437,000 | $ 523,000 | $ 909,000 | $ 1,168,000 | ||||
Cash flow from operations | 571,000 | 514,000 | ||||||
Stockholders' deficit | 4,422,000 | 4,048,000 | 4,422,000 | 4,048,000 | $ 4,514,000 | $ 4,173,000 | $ 3,804,000 | $ 3,507,000 |
Notes payable | 1,590,000 | 1,590,000 | ||||||
Cash on Hand | 252,000 | 252,000 | $ 114,000 | |||||
Research and development costs | $ 130,000 | $ 152,000 | 227,000 | 259,000 | ||||
Patent Costs [Member] | ||||||||
Operating expenses | $ 13,000 | $ 16,000 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Details Narrative) - Former Executive [Member] - Separation Agreement [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts payable and accrued expenses | $ 197,000 | $ 197,000 |
Payment on separation agreement | $ 10,000 |
Operating Lease (Details)
Operating Lease (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Operating Lease | ||
Operating Lease, Lease Income | $ 0 | |
Cash paid for amounts included in the measurement of lease liabilities | $ 26,000 | |
Operating Lease, Weighted Average Remaining Lease Term | 2 years 7 months 6 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 4% | |
Long-term right-of-use assets | $ 116,000 | $ 143,000 |
Short-term operating lease liabilities | 41,000 | |
Long-term operating lease liabilities | 77,000 | |
Total operating lease liabilities | $ 118,000 |
Operating Lease (Details 1)
Operating Lease (Details 1) | Sep. 30, 2022 USD ($) |
Operating Lease | |
2022 (remainder of year) | $ 11,000 |
2023 | 45,000 |
2024 | 46,000 |
2025 | 19,000 |
Total minimum lease payments | 121,000 |
Less: interest | (3,000) |
Present value of lease liabilities | $ 118,000 |
Operating Lease (Details Narrat
Operating Lease (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Lease expires | May 31, 2025 |
Minimum [Member] | |
Base rent | $ 3,563 |
Maximum [Member] | |
Base rent | $ 3,893 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Convertible notes | $ 1,529,000 | $ 1,154,000 |
Accrued interest | 549,000 | 435,000 |
Subtotal, including $1,590,000 and $1,333,000 in default at September 30, 2022 and December 31, 2021, respectively | 2,078,000 | 1,589,000 |
Convertible note discount | (280,000) | (86,000) |
Balance on convertible notes, net of note discounts | $ 1,798,000 | $ 1,503,000 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Notes payable balance | $ 2,078,000 | $ 1,589,000 | |
Cash proceeds | 393,000 | $ 412,000 | |
Unamortized debt discount | $ 280,000 | 86,000 | |
Number of shares converted | 14,409,995 | ||
Accrued interest | $ 549,000 | 435,000 | |
Convertible note | $ 432,000 | ||
Interest rate | 10% | ||
Warrants issued | 14,409,995 | ||
Convertible note fair value | $ 283,000 | ||
Convertible note discount | $ 39,000 | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Conversion price | $ 0.02 | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Conversion price | $ 0.48 | ||
Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Number of shares converted | 38,371,627 | ||
Accrued Interest [Member] | |||
Debt Instrument [Line Items] | |||
Number of shares converted | 38,371,627 | ||
Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable balance | $ 2,078,000 | 1,589,000 | |
Accrued interest | 1,589,000 | ||
Convertible notes, face amount | 432,000 | ||
Cash proceeds | 393,000 | ||
Unamortized debt discount | 280,000 | $ 86,000 | |
Debt converted, amount converted | $ 58,000 | ||
Number of shares converted | 1,930,633 | ||
Accrued interest | $ 115,000 | ||
Debt in default | 1,590,000 | ||
Amortization of debt discount | 90,000 | ||
Debt discount removed | 38,000 | ||
Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized debt discount | $ 39,000 |
PPP loan payable (Details Narra
PPP loan payable (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jan. 31, 2022 | Jun. 30, 2020 | Jun. 18, 2020 | Sep. 30, 2022 | Jul. 18, 2020 | |
Debt Instrument [Line Items] | ||||||
Debt interest rate | 10% | 10% | ||||
Gain on forgiveness of PPP loan | $ 39,000 | $ 24,000 | ||||
PPP Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from Notes Payable | $ 151,000 | |||||
Debt Instrument, Maturity Date | Jun. 18, 2025 | |||||
Debt interest rate | 1% | |||||
Debt Instrument, Decrease, Forgiveness | $ 39,000 | $ 24,000 | ||||
P P P Loan Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
PPP loan paid | $ 9,000 |
Research and Development (Detai
Research and Development (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Research and development expenses | $ 130,000 | $ 152,000 | $ 227,000 | $ 259,000 | |
Interest and financing expense | 93,000 | 141,000 | 241,000 | 323,000 | |
Accounts payable - licensing agreement | 1,903,000 | 1,903,000 | $ 1,726,000 | ||
Revenues | 0 | $ 0 | 0 | 0 | |
A O T Prototys [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Research and development expenses | 86,000 | 110,000 | |||
Temple University License Agreements [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Amortization of prepaid deposit | 141,000 | 141,000 | |||
Interest and financing expense | 36,000 | $ 36,000 | |||
Accounts payable - licensing agreement | 1,903,000 | 1,903,000 | $ 1,726,000 | ||
Revenues | 835,000 | ||||
Temple University License Agreements [Member] | Accounts Payable Deferred [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Accounts payable - licensing agreement | 135,000 | 135,000 | |||
Temple University License Agreements [Member] | Account Payable Past Due [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Accounts payable - licensing agreement | $ 1,768,000 | $ 1,768,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Conversion of Stock [Line Items] | ||
Debt converted, shares issued | 14,409,995 | |
Unamortized discount | $ 280,000 | $ 86,000 |
Convertible Notes Payable [Member] | ||
Conversion of Stock [Line Items] | ||
Debt converted, shares issued | 1,930,633 | |
Debt converted, amount converted | $ 58,000 | |
Unamortized discount | $ 38,000 | |
Conversion price | $ 0.03 | |
Exercise Of Warrants [Member] | ||
Conversion of Stock [Line Items] | ||
Debt converted, shares issued | 8,593,828 | |
Debt converted, amount converted | $ 306,000 | |
Exercise Of Warrants [Member] | Minimum [Member] | ||
Conversion of Stock [Line Items] | ||
Conversion price | $ 0.03 | |
Exercise Of Warrants [Member] | Maximum [Member] | ||
Conversion of Stock [Line Items] | ||
Conversion price | $ 0.04 | |
Exercise Of Options [Member] | ||
Conversion of Stock [Line Items] | ||
Debt converted, shares issued | 250,000 | |
Debt converted, amount converted | $ 20,000 | |
Conversion price | $ 0.08 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details-Options Stock Options and Warrants (Details-Options Outstanding) - Equity Option [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning Balance | shares | 31,080,601 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 0.17 |
Granted | shares | 0 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0 |
Exercised | shares | (250,000) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0.08 |
Expired | shares | (4,773,000) |
Weighted Average Exercise Price, Expired | $ / shares | $ 0.26 |
Ending Balance | shares | 26,057,601 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | $ 0.15 |
Stock Options and Warrants (D_2
Stock Options and Warrants (Details-Options by Exercise Price Per Share) - Equity Option [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding | 26,057,601 | 31,080,601 |
Life (Years), options outstanding | 5 years 1 month 6 days | |
Weighted Average Exercise Price, options outstanding | $ 0.15 | $ 0.17 |
Options exercisable | 26,057,601 | |
Weighted Average Exercise Price, options exercisable | $ 0.15 | |
$0.02 - $0.24 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding | 22,055,551 | |
Life (Years), options outstanding | 5 years 3 months 18 days | |
Weighted Average Exercise Price, options outstanding | $ 0.10 | |
Options exercisable | 22,055,551 | |
Weighted Average Exercise Price, options exercisable | $ 0.10 | |
$0.25 - $0.49 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding | 3,388,552 | |
Life (Years), options outstanding | 3 years 10 months 24 days | |
Weighted Average Exercise Price, options outstanding | $ 0.36 | |
Options exercisable | 3,388,552 | |
Weighted Average Exercise Price, options exercisable | $ 0.36 | |
$0.50 - $0.99 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding | 463,052 | |
Life (Years), options outstanding | 1 year 7 months 6 days | |
Weighted Average Exercise Price, options outstanding | $ 0.85 | |
Options exercisable | 463,052 | |
Weighted Average Exercise Price, options exercisable | $ 0.85 | |
$1.00 - $2.00 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding | 150,446 | |
Life (Years), options outstanding | 9 months 18 days | |
Weighted Average Exercise Price, options outstanding | $ 1.18 | |
Options exercisable | 150,446 | |
Weighted Average Exercise Price, options exercisable | $ 1.18 |
Stock Options and Warrants (D_3
Stock Options and Warrants (Details-Warrants Outstanding) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants outstanding, beginning balance | shares | 19,977,149 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 0.04 |
Warrants granted | shares | 15,209,992 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.03 |
Warrants exercised | shares | (8,593,828) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0.04 |
Warrants Expired | shares | (392,497) |
Weighted Average Exercise Price, Expired | $ / shares | $ 0.05 |
Warrants outstanding, ending balance | shares | 26,200,816 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | $ 0.04 |
Stock Options and Warrants (D_4
Stock Options and Warrants (Details - Warrant Exercise Price per Share) - Warrant [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants outstanding | 26,200,816 | 19,977,149 |
Life (Years), warrants outstanding | 10 months 24 days | |
Weighted Average Exercise Price, warrants outstanding | $ 0.04 | |
Warrants exercisable | 26,167,483 | |
Weighted Average Exercise Price, warrants exercisable | $ 0.04 | |
$0.02 - $0.24 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants outstanding | 26,130,816 | |
Life (Years), warrants outstanding | 10 months 24 days | |
Weighted Average Exercise Price, warrants outstanding | $ 0.03 | |
Warrants exercisable | 26,097,483 | |
Weighted Average Exercise Price, warrants exercisable | $ 0.03 | |
$0.50 - $1.00 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants outstanding | 70,000 | |
Life (Years), warrants outstanding | 1 year 7 months 6 days | |
Weighted Average Exercise Price, warrants outstanding | $ 0.80 | |
Warrants exercisable | 70,000 | |
Weighted Average Exercise Price, warrants exercisable | $ 0.80 |
Stock Options and Warrants (D_5
Stock Options and Warrants (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation expense | $ 31,000 | $ 41,000 | |
Equity Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Aggregate intrinsic value of options outstanding | $ 429,000 | ||
Number of share options granted | 0 | ||
Share based compensation expense | $ 20,000 | $ 32,000 | |
Equity Option [Member] | Former Executive Officer [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of share options granted | 300,000 | ||
Share based compensation exercise price range | 0.02 to $0.05 | ||
Fair value of options at grant date | $ 11,000 | ||
Expected life | 10 years | ||
Risk free interest rate | 1.11% | ||
Expected dividend yield | 0% | ||
Equity Option [Member] | Former Executive Officer [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Volatility | 141% | ||
Equity Option [Member] | Former Executive Officer [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Volatility | 147% | ||
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Aggregate intrinsic value of warrants outstanding | $ 1,332,000 | ||
Warrants granted | 15,209,992 | ||
Warrant [Member] | Warrants Issued For Services [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation exercise price range | 0.02 to $0.09 | 0.02 to $0.05 | |
Expected dividend yield | 0% | 0% | |
Warrants granted | 799,997 | 299,997 | |
Fair value of warrants granted | $ 31,000 | $ 9,000 | |
Share based compensation, remaining life | 2 to 5 years | 2 years | |
Risk free interest rate - minimum | 0.73% | 13% | |
Risk free interest rate - maximum | 3.25% | 27% | |
Volatility - minimum | 193% | 204% | |
Volatility - maximum | 245% | 240% | |
Warrant [Member] | Consulting Agreement [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation expense | $ 31,000 | $ 9,000 |