Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Apr. 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2023 | |
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 | 23902 FM 2978 | |
Entity Address, City or Town | Tomball | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77375 | |
City Area Code | 775 | |
Local Phone Number | 300-7647 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
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 Public Float | $ 21,268,000 | |
Entity Common Stock, Shares Outstanding | 397,931,803 | |
ICFR Auditor Attestation Flag | false | |
Document Financial Statement Error Correction [Flag] | false | |
Auditor Firm ID | 572 | |
Auditor Name | Weinberg & Company, P.A. | |
Auditor Location | Los Angeles, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 70,000 | $ 133,000 |
Prepaid expenses and other current assets | 12,000 | 19,000 |
Total current assets | 82,000 | 152,000 |
Property and equipment, net | 2,000 | 6,000 |
Total assets | 84,000 | 158,000 |
Current liabilities: | ||
Accounts payable-license agreements-past due | 2,198,000 | 1,962,000 |
Accounts payable and accrued expenses | 972,000 | 946,000 |
Convertible notes payable, net of discounts of $25,000 and $140,000, respectively: including $2,022,000 and $1,730,000, respectively, in default | 2,101,000 | 1,865,000 |
PPP Loan payable | 57,000 | 75,000 |
Total current liabilities | 5,328,000 | 4,848,000 |
Total liabilities | 5,328,000 | 4,848,000 |
Commitments and contingencies | ||
Stockholders’ deficit | ||
Common stock, $0.001 par value: 500,000,000 shares authorized, 392,586,471 and 376,074,096 shares issued and outstanding at December 31, 2023 and 2022, respectively | 392,587 | 376,075 |
Additional paid-in capital | 119,729,413 | 119,075,925 |
Accumulated deficit | (125,366,000) | (124,142,000) |
Total stockholders’ deficit | (5,244,000) | (4,690,000) |
Total liabilities and stockholders’ deficit | $ 84,000 | $ 158,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 392,586,471 | 376,074,096 |
Common stock, shares outstanding | 392,586,471 | 376,074,096 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Discounts on convertible notes payable | $ 25,000 | $ 140,000 |
Convertible notes in default | $ 2,022,000 | $ 1,730,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 0 | $ 0 |
Operating expenses | 688,000 | 765,000 |
Research and development expenses | 203,000 | 486,000 |
Loss from operations | (891,000) | (1,251,000) |
PPP loan debt forgiveness | 0 | 63,000 |
Interest and financing expense | (333,000) | (360,000) |
Net Loss | $ (1,224,000) | $ (1,548,000) |
Net loss per common share, basic | $ 0 | $ 0 |
Net loss per common share, diluted | $ 0 | $ 0 |
Weighted average common shares outstanding, basic | 385,561,786 | 361,790,243 |
Weighted average common shares outstanding, diluted | 385,561,786 | 361,790,243 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 355,301 | $ 118,065,699 | $ (122,594,000) | $ (4,173,000) |
Beginning balance, shares at Dec. 31, 2021 | 355,300,222 | |||
Common stock issued on conversion of notes payable | $ 6,040 | 52,960 | 59,000 | |
Common stock issued on conversion of notes payable, shares | 6,040,049 | |||
Warrants issued with convertible notes | 283,000 | 283,000 | ||
Common stock issued on exercise of warrants | $ 14,484 | 527,516 | 542,000 | |
Common stock issued on exercise of warrants, shares | 14,483,825 | |||
Fair value of options and warrants issued as compensation | 127,000 | 127,000 | ||
Common stock issued on exercise of options | $ 250 | 19,750 | 20,000 | |
Common stock issued on exercise of options, shares | 250,000 | |||
Net loss | (1,548,000) | (1,548,000) | ||
Ending balance, value at Dec. 31, 2022 | $ 376,075 | 119,075,925 | (124,142,000) | (4,690,000) |
Ending balance, shares at Dec. 31, 2022 | 376,074,096 | |||
Common stock issued on conversion of notes payable | $ 15,129 | 334,871 | 350,000 | |
Common stock issued on conversion of notes payable, shares | 15,129,048 | |||
Warrants issued with convertible notes | 231,000 | 231,000 | ||
Common stock issued on exercise of warrants | $ 1,383 | 50,617 | 52,000 | |
Common stock issued on exercise of warrants, shares | 1,383,327 | |||
Fair value of warrants issued as compensation | 37,000 | 37,000 | ||
Net loss | (1,224,000) | (1,224,000) | ||
Ending balance, value at Dec. 31, 2023 | $ 392,587 | $ 119,729,413 | $ (125,366,000) | $ (5,244,000) |
Ending balance, shares at Dec. 31, 2023 | 392,586,471 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from Operating Activities | ||
Net loss | $ (1,224,000) | $ (1,548,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value of warrants issued as compensation | 37,000 | 127,000 |
Amortization of debt discount | 103,000 | 149,000 |
Accrued interest expense | 182,000 | 162,000 |
Depreciation | 4,000 | 4,000 |
Gain on partial forgiveness of PPP note payable | 0 | (63,000) |
Changes in operating assets and liabilities: | ||
Operating lease right of use asset | 0 | 143,000 |
Prepaid expenses and other current assets | 7,000 | (5,000) |
Accounts payable and accrued expenses | 26,000 | 16,000 |
Accounts payable – license agreements | 236,000 | 236,000 |
Operating lease liabilities | 0 | (144,000) |
Net cash used in operating activities | (629,000) | (923,000) |
Cash flows from investing activities | ||
Purchase of property and equipment | 0 | (1,000) |
Net cash used in investing activities | 0 | (1,000) |
Cash flows from financing activities | ||
Net proceeds from issuance of convertible notes and warrants | 532,000 | 393,000 |
Net proceeds from exercise of warrants and options | 52,000 | 562,000 |
Principal payment on PPP loan payable | (18,000) | (12,000) |
Net cash provided by financing activities | 566,000 | 943,000 |
Net increase (decrease) in cash | (63,000) | 19,000 |
Cash, beginning of period | 133,000 | 114,000 |
Cash, end of period | 70,000 | 133,000 |
Cash paid during the year for: | ||
Interest | 0 | 0 |
Income Taxes | 1,600 | 1,600 |
Non-cash investing and financing activities | ||
Conversion of convertible notes to common stock, net | 350,000 | 59,000 |
Relative fair value of warrants associated with issued convertible notes | $ 231,000 | $ 283,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (1,224,000) | $ (1,548,000) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Business and Summary of Significant Accounting Policies | 1. Business and Summary of Significant Accounting Policies 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. QS Energy develops and seeks to commercialize energy efficiency technologies that assist in meeting increasing global energy demands, improving the economics of oil transport, and reducing greenhouse gas emissions. The Company’s intellectual properties include a portfolio of domestic and international patents, 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. 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 twelve-months ended December 31, 2023, the Company incurred a net loss of $ 1,224,000 629,000 5,244,000 2,022,000 At December 31, 2023, the Company had cash on hand in the amount of $ 70,000 Management is currently seeking additional funds, primarily through the issuance of debt and equity securities for cash to operate our business, including without limitation the expenses it will incur in connection with the license agreements with Temple; costs associated with product development and commercialization of the AOT technologies; costs to manufacture and ship the products; costs to design and implement an effective system of internal controls and disclosure controls and procedures; costs of maintaining our status as a public company by filing periodic reports with the SEC and costs required to protect our intellectual property. In addition, as discussed below, the Company has substantial contractual commitments, including without limitation salaries to our executive officers pursuant to employment agreements, and certain payments to a former officer and consulting fees, during the remainder of 2024 and beyond. 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 consolidated financial statements and related notes include activities of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of QS Energy Inc. and its wholly owned subsidiaries, QS Energy Pool, Inc. and STWA Asia Pte. Limited. Intercompany transactions and balances have been eliminated in consolidation. Use of 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 expenses during the reporting period. Significant estimates include those related to assumptions used in valuing the issuance of convertible notes and the corresponding debt discount, assumptions used in valuing equity instruments issued for services, the realizability of deferred tax assets and the related valuation allowance, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity. Actual results could differ from these estimates. Revenue Recognition Under its business plan, the Company anticipates the leasing of its primary technology. The Company will recognize lease revenue ratably over the life of the lease upon commencement of the lease. Revenue on future product sales will be recognized in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers Cash Cash consists of demand deposits with banks. The Company holds no cash equivalents as of December 31, 2023 and 2022, respectively. The Company maintains its cash with domestic financial institutions. At times, cash balances may exceed federally insured limits of $250,000 per depositor at each financial institution. The Company believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of the financial institutions. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the assets, generally ranging from three to ten years. Expenditures for major renewals and improvements that extend the useful lives of property and equipment are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. Impairment of Long-lived Assets Our long-lived assets, such as property and equipment, are reviewed for impairment at least annually, or when events and circumstances indicate that depreciable or amortizable long-lived assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current value. We use various assumptions in determining the current fair value of these assets, including future expected cash flows and discount rates, as well as other fair value measures. Our impairment loss calculations require us to apply judgment in estimating future cash flows, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows. If actual results are not consistent with our assumptions and judgments used in estimating future cash flows and asset fair values, we may be exposed to future impairment losses that could be material to our results. Based upon management’s annual review, no Leases The Company accounts for its leases in accordance with the guidance of ASC 842, Leases. Income Taxes The Company follows the asset and liability method of accounting for income taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at anticipated future tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Research and Development Costs Research and development expenses relate primarily to the development, design, testing of preproduction prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded during the years ended December 31, 2023 and 2022, amounted to $ 203,000 486,000 Patent Costs Patent costs consist of patent-related legal and filing fees. Due to the uncertainty associated with the successful development of our AOT product, all patent costs are expensed as incurred. During the years ended December 31, 2023 and 2022, patent costs were $ 30,000 13,000 Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock-based payments to officers, directors, employees, and consultants by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards. 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 the Company's stock options and warrants grant is estimated using the Black-Scholes Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes Option Pricing model could materially affect compensation expense recorded in future periods. Fair Value of Financial Instruments Accounting standards require certain assets and liabilities to be reported at fair value in the financial statements and provide a framework for establishing that fair value. Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The Company is required to use observable market data if such data is available without undue cost and effort. The carrying amounts for cash, accounts payable, accrued expenses and convertible notes payable approximate their fair value due to the short-term nature of such instruments. Loss per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted 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 loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised, and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. For the years ended December 31, 2023 and 2022, the dilutive impact of outstanding stock options of 25,757,155 26,057,601 17,953,239 20,314,153 34,716,235 35,138,466 Recent Accounting Pronouncements 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. In August 2020, the FASB issued Accounting Standards Update (“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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. ASU 2020-06 will be effective January 1, 2024, and a cumulative-effect adjustment to the opening balance of retained earnings is required upon adoption. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The adoption of ASU 2020-06 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures subsequent to its adoption, with any effect being largely dependent on the composition and terms of outstanding financial instruments at the time of adoption. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 2. Property and Equipment At December 31, 2023 and 2022, property and equipment consists of the following: Schedule of property and equipment December 31, 2023 2022 Office equipment $ 35,000 $ 35,000 Furniture and fixtures 5,000 5,000 Testing equipment 37,000 37,000 Leasehold Improvements 25,000 25,000 Subtotal 102,000 102,000 Less accumulated depreciation (100,000 ) (96,000 ) Total $ 2,000 $ 6,000 Depreciation expense for the years ended December 31, 2023 and 2022 was $ 4,000 4,000 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | 3. Leases In June 2021, the Company commenced a lease for its corporate office space under an operating lease agreement, and recorded an operating lease right-of-use asset and the related operating lease liability of $ 165,000 143,000 144,000 33,000 32,000 110,000 112,000 2,000 Lease with former related party The Company’s former executive offices were formally located in Tomball, Texas and was leased for $5,000 per month under a month-to-month lease from JBL Energy Partners (“JBL”). JBL was an entity owned by Jason Lane, former Director and Chairman of the Board of the Company who resigned in April 2021, and the lease was terminated in April 2021 in connection with the resignation of Mr. Lane. As of December 31, 2023, the balance payable to JBL Energy Partners was $ 19,000 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 4. Convertible Notes Payable Schedule of convertible notes payable December 31, 2023 2022 Convertible notes $ 1,332,000 $ 1,393,000 Accrued interest 794,000 612,000 Total outstanding debt, including $ 2,022,000 1,730,000 2,126,000 2,005,000 Less: Unamortized debt discount (25,000 ) (140,000 ) Total outstanding debt, net of unamortized debt discount $ 2,101,000 $ 1,865,000 Convertible notes At December 31, 2021, convertible notes payable totaled $ 1,137,000 432,000 393,000 39,000 14,409,995 283,000 176,000 2,000 119,000 6,040,049 1,393,000 During the year ended December 31, 2023, the Company issued convertible promissory notes in the aggregate of $ 585,000 532,000 53,000 11,715,748 231,000 646,000 296,000 15,129,048 1,332,000 As of December 31, 2023, convertible notes payable and accrued interest are convertible into 34,716,235 shares of common stock at conversion rates ranging from $0.02 to $0.48 per share. Accrued interest At December 31, 2021, accrued interest on convertible notes payable totaled $ 435,000 162,000 2,000 612,000 During the year ended December 31, 2023, accrued interest of $ 182,000 794,000 Debt discount At December 31, 2021, the unamortized debt discount was $ 86,000 322,000 283,000 39,000 149,000 119,000 140,000 During the year ended December 31, 2023, debt discount of $ 284,000 231,000 53,000 103,000 296,000 25,000 |
PPP Loan Payable
PPP Loan Payable | 12 Months Ended |
Dec. 31, 2023 | |
Ppp Loan Payable | |
PPP Loan Payable | 5. 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 matures on June 18, 2025 1 At December 31, 2021, the balance of the PPP loan was $ 151,000 63,000 63,000 12,000 75,000 18,000 57,000 |
Research and Development
Research and Development | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
Research and Development | 6. Research and Development The Company constructs, develops and tests the AOT technology 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, viscometers, SCADA systems, computer equipment, direct costs related to AOT equipment manufacture and installation, 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 years ended December 31, 2023 and 2022, our research and development expenses were $ 203,000 486,000 AOT Prototypes During the years ended December 31, 2023 and 2022, the Company incurred total expenses of $ 14,000 298,000 Temple University Licensing Agreement-amount past due 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 twelve-month period ended December 31, 2023 and 2022 pursuant to these two License Agreements amounted to $ 188,000 48,000 48,000 As of December 31, 2023 and 2022, total unpaid fees due to Temple pursuant to these agreements are $ 2,198,000 1,962,000 With regards to the unpaid fees to Temple, a total of $135,000 are deferred until such time the Company achieves a revenue milestone of $835,000 or upon termination of the licensing agreements and the remaining $2,063,000 are deemed past due. The Company is currently in discussions with Temple to settle or cure the past due balance. No |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The Company did not provide for any Federal and State income tax for the years ended December 31, 2023 and 2022 due to the Company’s net losses. A reconciliation of income taxes with the amounts computed at the statutory federal rate follows: Schedule of reconciliation of income taxes December 31, 2023 2022 Computed tax provision (benefit) at federal statutory rate (21%) $ (70,000 ) $ (167,000 ) Valuation allowance 70,000 167,000 Income tax provision $ – $ – The deferred tax assets and deferred tax liabilities recorded on the balance sheet are as follows: Schedule of deferred income taxes December 31, 2023 2022 Net operating loss carry forwards $ 12,698,000 $ 13,124,000 Stock based compensation (8,000 ) (27,000 ) Other temporary differences (57,000 ) 35,000 Valuation allowance (12,633,000 ) (13,132,000 ) Total deferred taxes net of valuation allowance $ – $ – As of December 31, 2023, the Company had net operating losses available for carry forward for state and federal tax purposes of approximately $ 60 As of December 31, 2023, the Company recorded a valuation allowance of $12,633,000 for its deferred tax assets since the Company believes that such assets did not meet the more likely than not criteria to be recoverable through projected future profitable operations in the foreseeable future. This valuation is based on the federal corporate tax rate of 21 Effective January 1, 2007, the Company adopted FASB guidance that addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The FASB also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2023 and 2022, the Company does not have a liability for unrecognized tax benefits. The Company files income tax returns in the U.S. federal jurisdiction and the State of Texas. The Company is subject to U.S. federal or state income tax examinations by tax authorities for years after 2002. During the periods open to examination, the Company has net operating loss and tax credit carry forwards for U.S. federal and state tax purposes that have attributes from closed periods. Since these net operating losses and tax credit carry forwards may be utilized in future periods, they remain subject to examination. The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2023, the Company has no accrued interest or penalties related to uncertain tax positions. The Company believes that it has not taken any uncertain tax positions that would impact its consolidated financial statements as of December 31, 2023 and 2022. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock Year Ending December 31, 2023 During the year ended December 31, 2023, the Company issued an aggregate of 16,512,375 shares of its common stock as follows: · The Company issued 15,129,048 646,000 0.03 0.05 296,000 · The Company issued 1,383,327 52,000 0.02 0.04 Year Ending December 31, 2022 During the year ended December 31, 2022, the Company issued an aggregate of 20,773,874 shares of its common stock as follows: · The Company issued 6,040,049 178,000 0.02 0.03 119,000 · The Company issued 14,483,825 542,000 0.03 0.04 · The Company issued 250,000 20,000 0.08 |
Stock Options and Warrants
Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2023 | |
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 and warrants vest and expire according to terms established at the grant date. Options Employee options vest according to the terms of the specific grant and expire from 5 to 10 years from date of grant. The weighted average, remaining contractual life of employee and non-employee options outstanding at December 31, 2023 was 3.9 years. Stock option activity for the period January 1, 2022 to December 31, 2023, was as follows: Stock options outstanding Options Weighted Avg. Exercise Price Options outstanding, December 31, 2021 31,080,601 $ 0.17 Options granted – – Options exercised (250,000 ) 0.08 Options cancelled (4,773,000 ) 0.26 Options outstanding, December 31, 2022 26,057,601 $ 0.15 Options granted – – Options exercised – – Options cancelled (300,446 ) 0.72 Options outstanding, December 31, 2023 25,757,155 $ 0.14 The weighted average exercise prices, remaining contractual lives for options granted, exercisable, and expected to vest as of December 31, 2023, were as follows: As of December 31, 2023, the market price of the Company’s stock was $ 0.06 115,000 0 Schedule of options outstanding by per share price Outstanding Options Exercisable Options Option Shares Life Weighted Average Exercise Price Shares Weighted Average Exercise Price $0.02 - $0.24 22,055,551 4.1 $ 0.10 22,055,551 $ 0.10 $0.25 - $0.49 3,238,552 2.7 0.36 3,238,552 0.36 $0.50 - $0.99 463,052 0.4 0.85 463,052 0.85 25,757,155 3.9 $ 0.14 25,757,155 $ 0.14 Year Ending December 31, 2023 During the year ended December 31, 2023 did not issue options to employees, officers or members of the Board of Directors. Year Ending December 31, 2022 During the year ended December 31, 2022, the Company did not issue options to employees, officers or members of the Board of Directors. Warrants The following table summarizes certain information about the Company’s stock purchase warrants. Schedule of warrants activity Warrants Weighted Avg. Exercise Price Warrants outstanding, December 31, 2021 19,977,149 $ 0.04 Warrants granted 16,426,657 0.04 Warrants exercised (14,483,825 ) 0.04 Warrants expired (1,605,828 ) 0.04 Warrants outstanding, December 31, 2022 20,314,153 $ 0.04 Warrants granted 12,482,410 0.07 Warrants exercised (1,383,327 ) 0.04 Warrants expired (13,459,997 ) 0.04 Warrants outstanding, December 31, 2023 17,953,239 $ 0.06 At December 31, 2023 the price of the Company’s common stock was $0.06 per share and the aggregate intrinsic value of the warrants outstanding was $ 145,000 17,919,906 33,333 Schedule of warrants outstanding by per share price Outstanding Warrants Exercisable Warrants Warrant Shares Life Weighted Average Exercise Price Shares Weighted Average Exercise Price $0.02 - $0.24 17,883,239 0.6 $ 0.06 17,849,906 $ 0.06 $0.25 - $0.49 – – – – – $0.50 - $1.00 70,000 0.3 0.80 70,000 0.80 17,953,239 0.6 $ 0.06 17,919,906 $ 0.06 Year Ending December 31, 2023 · In March through September 2023, pursuant to terms of convertible notes issued, the Company granted warrants to purchase 11,715,748 0.07 · In January through December 2023, pursuant to terms of consulting agreements, the Company granted warrants to purchase 766,662 35,000 1 2 0.73 5.07 182 245 0 37,000 Year Ending December 31, 2022 · In September 2022, pursuant to terms of convertible notes issued, the Company granted warrants to purchase 14,409,995 · In January through December 2022, pursuant to terms of consulting agreements, the Company granted warrants to purchase 2,016,662 0.02 0.09 127,000 2 5 0.13 4.49 193 245 0 127,000 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Accrued Expenses – Related Party As of December 31, 2023 and 2022, total accrued expenses – related parties amounted to $ 6,000 6,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies We are involved in certain legal proceedings that arise from time to time in the ordinary course of our business. Except for income tax contingencies, we record accruals for contingencies to the extent that our management concludes that the occurrence is probable and that the related amounts of loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. 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. Contractual Commitments The Company’s contractual commitments for future periods, licensing agreements and minimum guaranteed compensation payments as described in the following table and associated footnotes: Schedule of contractual commitments Year ending License Compensation Total 2024 $ 187,500 $ 197,000 $ 384,500 2025 187,500 – 187,500 2026 187,500 – 187,500 2027 187,500 – 187,500 2028 187,500 – 187,500 Total $ 937,500 $ 197,000 $ 1,134,500 (1) Consists of license maintenance fees to Temple University in the amount of $ 187,500 (2) Consists of certain contractually provided benefits to a former executive officer pursuant to a severance agreement and amendments thereto. The balance due as of December 31, 2023, of $ 197,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events In January through March 2024, pursuant to terms of a consulting agreement, the Company granted warrants to purchase 99,999 shares of common stock with an exercise price of $0.05 to $0.07 per share, vesting one month from grant and expiring two years from the date of grant. In January through March 2024, the Company issued convertible promissory notes in the aggregate of $199,000 for cash proceeds of $181,000, net of OID $18,000. The notes are unsecured, have an implied interest rate of 10%, mature in twelve months from issuance, and are convertible into 3,980,900 shares of the Company’s common stock at $0.05 per share. In addition, the Company granted the note holders warrants to purchase 3,980,900 shares of the Company’s common stock at $0.07 per share. The warrants are fully vested and expire one year from the date of issuance. In February 2024, the Company issued 133,333 shares of its common stock upon the exercise of warrants for proceeds of $4,000 at an exercise price of $0.03 to $0.04 per share. In February through March 2024, the Company issued 3,212,000 shares of its common stock upon the conversion of notes payable at a conversion price of $0.05 per share. In March 2024, pursuant to terms of a consulting agreement, the Company issued 2,000,000 shares of its common stock. |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 twelve-months ended December 31, 2023, the Company incurred a net loss of $ 1,224,000 629,000 5,244,000 2,022,000 At December 31, 2023, the Company had cash on hand in the amount of $ 70,000 Management is currently seeking additional funds, primarily through the issuance of debt and equity securities for cash to operate our business, including without limitation the expenses it will incur in connection with the license agreements with Temple; costs associated with product development and commercialization of the AOT technologies; costs to manufacture and ship the products; costs to design and implement an effective system of internal controls and disclosure controls and procedures; costs of maintaining our status as a public company by filing periodic reports with the SEC and costs required to protect our intellectual property. In addition, as discussed below, the Company has substantial contractual commitments, including without limitation salaries to our executive officers pursuant to employment agreements, and certain payments to a former officer and consulting fees, during the remainder of 2024 and beyond. 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 consolidated financial statements and related notes include activities of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of QS Energy Inc. and its wholly owned subsidiaries, QS Energy Pool, Inc. and STWA Asia Pte. Limited. Intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of 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 expenses during the reporting period. Significant estimates include those related to assumptions used in valuing the issuance of convertible notes and the corresponding debt discount, assumptions used in valuing equity instruments issued for services, the realizability of deferred tax assets and the related valuation allowance, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity. Actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition Under its business plan, the Company anticipates the leasing of its primary technology. The Company will recognize lease revenue ratably over the life of the lease upon commencement of the lease. Revenue on future product sales will be recognized in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers |
Cash | Cash Cash consists of demand deposits with banks. The Company holds no cash equivalents as of December 31, 2023 and 2022, respectively. The Company maintains its cash with domestic financial institutions. At times, cash balances may exceed federally insured limits of $250,000 per depositor at each financial institution. The Company believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of the financial institutions. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the assets, generally ranging from three to ten years. Expenditures for major renewals and improvements that extend the useful lives of property and equipment are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Our long-lived assets, such as property and equipment, are reviewed for impairment at least annually, or when events and circumstances indicate that depreciable or amortizable long-lived assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current value. We use various assumptions in determining the current fair value of these assets, including future expected cash flows and discount rates, as well as other fair value measures. Our impairment loss calculations require us to apply judgment in estimating future cash flows, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows. If actual results are not consistent with our assumptions and judgments used in estimating future cash flows and asset fair values, we may be exposed to future impairment losses that could be material to our results. Based upon management’s annual review, no |
Leases | Leases The Company accounts for its leases in accordance with the guidance of ASC 842, Leases. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at anticipated future tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. |
Research and Development Costs | Research and Development Costs Research and development expenses relate primarily to the development, design, testing of preproduction prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded during the years ended December 31, 2023 and 2022, amounted to $ 203,000 486,000 |
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 product, all patent costs are expensed as incurred. During the years ended December 31, 2023 and 2022, patent costs were $ 30,000 13,000 |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock-based payments to officers, directors, employees, and consultants by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards. 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 the Company's stock options and warrants grant is estimated using the Black-Scholes Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes Option Pricing model could materially affect compensation expense recorded in future periods. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting standards require certain assets and liabilities to be reported at fair value in the financial statements and provide a framework for establishing that fair value. Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The Company is required to use observable market data if such data is available without undue cost and effort. The carrying amounts for cash, accounts payable, accrued expenses and convertible notes payable approximate their fair value due to the short-term nature of such instruments. |
Loss per Share | Loss per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted 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 loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised, and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. For the years ended December 31, 2023 and 2022, the dilutive impact of outstanding stock options of 25,757,155 26,057,601 17,953,239 20,314,153 34,716,235 35,138,466 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. In August 2020, the FASB issued Accounting Standards Update (“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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. ASU 2020-06 will be effective January 1, 2024, and a cumulative-effect adjustment to the opening balance of retained earnings is required upon adoption. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The adoption of ASU 2020-06 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures subsequent to its adoption, with any effect being largely dependent on the composition and terms of outstanding financial instruments at the time of adoption. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, 2023 2022 Office equipment $ 35,000 $ 35,000 Furniture and fixtures 5,000 5,000 Testing equipment 37,000 37,000 Leasehold Improvements 25,000 25,000 Subtotal 102,000 102,000 Less accumulated depreciation (100,000 ) (96,000 ) Total $ 2,000 $ 6,000 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Schedule of convertible notes payable December 31, 2023 2022 Convertible notes $ 1,332,000 $ 1,393,000 Accrued interest 794,000 612,000 Total outstanding debt, including $ 2,022,000 1,730,000 2,126,000 2,005,000 Less: Unamortized debt discount (25,000 ) (140,000 ) Total outstanding debt, net of unamortized debt discount $ 2,101,000 $ 1,865,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of income taxes | Schedule of reconciliation of income taxes December 31, 2023 2022 Computed tax provision (benefit) at federal statutory rate (21%) $ (70,000 ) $ (167,000 ) Valuation allowance 70,000 167,000 Income tax provision $ – $ – |
Schedule of deferred income taxes | Schedule of deferred income taxes December 31, 2023 2022 Net operating loss carry forwards $ 12,698,000 $ 13,124,000 Stock based compensation (8,000 ) (27,000 ) Other temporary differences (57,000 ) 35,000 Valuation allowance (12,633,000 ) (13,132,000 ) Total deferred taxes net of valuation allowance $ – $ – |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock options outstanding | Stock options outstanding Options Weighted Avg. Exercise Price Options outstanding, December 31, 2021 31,080,601 $ 0.17 Options granted – – Options exercised (250,000 ) 0.08 Options cancelled (4,773,000 ) 0.26 Options outstanding, December 31, 2022 26,057,601 $ 0.15 Options granted – – Options exercised – – Options cancelled (300,446 ) 0.72 Options outstanding, December 31, 2023 25,757,155 $ 0.14 |
Schedule of options outstanding by per share price | Schedule of options outstanding by per share price Outstanding Options Exercisable Options Option Shares Life Weighted Average Exercise Price Shares Weighted Average Exercise Price $0.02 - $0.24 22,055,551 4.1 $ 0.10 22,055,551 $ 0.10 $0.25 - $0.49 3,238,552 2.7 0.36 3,238,552 0.36 $0.50 - $0.99 463,052 0.4 0.85 463,052 0.85 25,757,155 3.9 $ 0.14 25,757,155 $ 0.14 |
Schedule of warrants activity | Schedule of warrants activity Warrants Weighted Avg. Exercise Price Warrants outstanding, December 31, 2021 19,977,149 $ 0.04 Warrants granted 16,426,657 0.04 Warrants exercised (14,483,825 ) 0.04 Warrants expired (1,605,828 ) 0.04 Warrants outstanding, December 31, 2022 20,314,153 $ 0.04 Warrants granted 12,482,410 0.07 Warrants exercised (1,383,327 ) 0.04 Warrants expired (13,459,997 ) 0.04 Warrants outstanding, December 31, 2023 17,953,239 $ 0.06 |
Schedule of warrants outstanding by per share price | Schedule of warrants outstanding by per share price Outstanding Warrants Exercisable Warrants Warrant Shares Life Weighted Average Exercise Price Shares Weighted Average Exercise Price $0.02 - $0.24 17,883,239 0.6 $ 0.06 17,849,906 $ 0.06 $0.25 - $0.49 – – – – – $0.50 - $1.00 70,000 0.3 0.80 70,000 0.80 17,953,239 0.6 $ 0.06 17,919,906 $ 0.06 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of contractual commitments | Schedule of contractual commitments Year ending License Compensation Total 2024 $ 187,500 $ 197,000 $ 384,500 2025 187,500 – 187,500 2026 187,500 – 187,500 2027 187,500 – 187,500 2028 187,500 – 187,500 Total $ 937,500 $ 197,000 $ 1,134,500 (1) Consists of license maintenance fees to Temple University in the amount of $ 187,500 (2) Consists of certain contractually provided benefits to a former executive officer pursuant to a severance agreement and amendments thereto. The balance due as of December 31, 2023, of $ 197,000 |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Net loss | $ 1,224,000 | $ 1,548,000 | |
Cash flow from operations | 629,000 | 923,000 | |
Stockholders' deficit | 5,244,000 | 4,690,000 | $ 4,173,000 |
Notes payable | 2,022,000 | ||
Cash on Hand | 70,000 | 133,000 | |
Asset impairment | 0 | 0 | |
Research and development costs | $ 203,000 | $ 486,000 | |
Stock Options [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Antidilutive shares | 25,757,155 | 26,057,601 | |
Warrants [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Antidilutive shares | 17,953,239 | 20,314,153 | |
Convertible Notes [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Antidilutive shares | 34,716,235 | 35,138,466 | |
Patent Costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Operating expenses | $ 30,000 | $ 13,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 102,000 | $ 102,000 |
Accumulated depreciation | (100,000) | (96,000) |
Property and equipment, net | 2,000 | 6,000 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 35,000 | 35,000 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,000 | 5,000 |
Testing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 37,000 | 37,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 25,000 | $ 25,000 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 4,000 | $ 4,000 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 2 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | Jun. 30, 2021 | |
Right-of-use asset write off | $ 110,000 | ||||
Operating lease liability cancelled | 112,000 | ||||
Corporate Office Space [Member] | |||||
Operating lease right-of-use asset | $ 143,000 | $ 165,000 | |||
Operating lease liability | $ 144,000 | $ 144,000 | $ 165,000 | ||
Amortization of right-of-use asset | 33,000 | ||||
Payments of lease liability | 32,000 | ||||
Gain on lease cancellation | $ 2,000 | ||||
Tomball Texas Offices [Member] | |||||
Accounts Payable | $ 19,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Convertible notes | $ 1,332,000 | $ 1,393,000 |
Accrued interest | 794,000 | 612,000 |
Total outstanding debt, including $2,022,000 and $1,730,000 in default at December 31, 2023 and 2022, respectively | 2,126,000 | 2,005,000 |
Less: Unamortized debt discount | (25,000) | (140,000) |
Total outstanding debt, net of unamortized debt discount | 2,101,000 | 1,865,000 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Debt default amount | $ 2,022,000 | $ 1,730,000 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Convertible notes payable | $ 2,126,000 | $ 2,005,000 | |
Proceeds from convertible debt | $ 532,000 | 393,000 | |
Convertible notes terms | As of December 31, 2023, convertible notes payable and accrued interest are convertible into 34,716,235 shares of common stock at conversion rates ranging from $0.02 to $0.48 per share. | ||
Debt discount amortization | $ 103,000 | 149,000 | |
Debt Discount [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized debt discount | 25,000 | 140,000 | $ 86,000 |
Increase in debt discount | 284,000 | 322,000 | |
Debt Discount [Member] | Fair Value Of Warrants [Member] | |||
Debt Instrument [Line Items] | |||
Increase in debt discount | 231,000 | 283,000 | |
Debt Discount [Member] | Original Issue Discount [Member] | |||
Debt Instrument [Line Items] | |||
Increase in debt discount | 53,000 | 39,000 | |
Debt Discount [Member] | Discount Converted [Member] | |||
Debt Instrument [Line Items] | |||
Decrease in debt discount | 296,000 | 119,000 | |
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Convertible notes payable | 1,332,000 | 1,393,000 | 1,137,000 |
Increase in convertible notes | 585,000 | 432,000 | |
Proceeds from convertible debt | 532,000 | 393,000 | |
Original issue discount | $ 53,000 | $ 39,000 | |
Warrants issued, shares | 11,715,748 | 14,409,995 | |
Warrants issued, value | $ 231,000 | $ 283,000 | |
Debt converted, amount converted | 646,000 | 176,000 | |
Debt converted, interest converted | 2,000 | ||
Unamortized debt discount | $ 296,000 | $ 119,000 | |
Debt converted, shares issued | 15,129,048 | 6,040,049 | |
Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized debt discount | $ 25,000 | $ 140,000 | |
Accrued interest on convertible notes payable | 794,000 | 612,000 | $ 435,000 |
Accrued interest | $ 182,000 | $ 162,000 |
PPP Loan Payable (Details Narra
PPP Loan Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
PPP loan payable | $ 57,000 | $ 75,000 | ||
PPP Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate amount | $ 151,000 | |||
Maturity date | Jun. 18, 2025 | |||
Debt interest rate | 1% | |||
PPP loan payable | 57,000 | 75,000 | $ 151,000 | |
Debt instrument, decrease, forgiveness | 63,000 | |||
Gain on forgiveness of PPP loan | 63,000 | |||
PPP loan paid | $ 18,000 | $ 12,000 |
Research and Development (Detai
Research and Development (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and development expenses | $ 203,000 | $ 486,000 |
Interest and financing expense | 333,000 | 360,000 |
Accounts payable - licensing agreement | 2,198,000 | 1,962,000 |
Revenues | 0 | 0 |
A O T Prototys [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and development expenses | 14,000 | 298,000 |
Temple University License Agreements [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and development expenses | 188,000 | 188,000 |
Interest and financing expense | 48,000 | 48,000 |
Accounts payable - licensing agreement | $ 2,198,000 | $ 1,962,000 |
Temple licensing agreement terms | With regards to the unpaid fees to Temple, a total of $135,000 are deferred until such time the Company achieves a revenue milestone of $835,000 or upon termination of the licensing agreements and the remaining $2,063,000 are deemed past due. The Company is currently in discussions with Temple to settle or cure the past due balance. |
Income Taxes (Details - Income
Income Taxes (Details - Income tax reconciliation) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Computed tax provision (benefit) at federal statutory rate (21%) | $ (70,000) | $ (167,000) |
Valuation allowance | 70,000 | 167,000 |
Income tax provision | $ 0 | $ 0 |
Income Taxes (Details - Deferre
Income Taxes (Details - Deferred taxes) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 12,698,000 | $ 13,124,000 |
Stock based compensation | (8,000) | (27,000) |
Other temporary differences | (57,000) | 35,000 |
Valuation allowance | (12,633,000) | (13,132,000) |
Total deferred taxes net of valuation allowance | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 60 |
Federal corporate tax rate | 21% |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Convertible Notes Payable [Member] | ||
Conversion of Stock [Line Items] | ||
Debt converted, shares issued | 15,129,048 | 6,040,049 |
Debt converted, amount converted | $ 646,000 | $ 178,000 |
Unamortized discount | $ 296,000 | $ 119,000 |
Convertible Notes Payable [Member] | Minimum [Member] | ||
Conversion of Stock [Line Items] | ||
Conversion price | $ 0.03 | $ 0.02 |
Convertible Notes Payable [Member] | Maximum [Member] | ||
Conversion of Stock [Line Items] | ||
Conversion price | $ 0.05 | $ 0.03 |
Exercise Of Warrants [Member] | ||
Conversion of Stock [Line Items] | ||
Debt converted, shares issued | 1,383,327 | 14,483,825 |
Debt converted, amount converted | $ 52,000 | $ 542,000 |
Exercise Of Warrants [Member] | Minimum [Member] | ||
Conversion of Stock [Line Items] | ||
Conversion price | $ 0.02 | $ 0.03 |
Exercise Of Warrants [Member] | Maximum [Member] | ||
Conversion of Stock [Line Items] | ||
Conversion price | $ 0.04 | $ 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 outstanding) - Equity Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Outstanding beginning balance | 26,057,601 | 31,080,601 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 0.15 | $ 0.17 |
Options, Granted | 0 | 0 |
Weighted Average Exercise Price, Granted | $ 0 | $ 0 |
Options, Exercised | 0 | (250,000) |
Weighted Average Exercise Price, Exercised | $ 0 | $ 0.08 |
Options, Cancelled | (300,446) | (4,773,000) |
Weighted Average Exercise Price, Cancelled | $ 0.72 | $ 0.26 |
Options, Outstanding ending balance | 25,757,155 | 26,057,601 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ 0.14 | $ 0.15 |
Stock Options and Warrants (D_2
Stock Options and Warrants (Details - Options by exercise price per share) - Equity Option [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares, options outstanding | 25,757,155 | 26,057,601 | 31,080,601 |
Life (Years), options outstanding | 3 years 10 months 24 days | ||
Weighted average exercise price, options outstanding | $ 0.14 | $ 0.15 | $ 0.17 |
Shares, options exercisable | 25,757,155 | ||
Weighted average exercise price, options exercisable | $ 0.14 | ||
$0.02 - $0.24 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares, options outstanding | 22,055,551 | ||
Life (Years), options outstanding | 4 years 1 month 6 days | ||
Weighted average exercise price, options outstanding | $ 0.10 | ||
Shares, 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] | |||
Shares, options outstanding | 3,238,552 | ||
Life (Years), options outstanding | 2 years 8 months 12 days | ||
Weighted average exercise price, options outstanding | $ 0.36 | ||
Shares, options exercisable | 3,238,552 | ||
Weighted average exercise price, options exercisable | $ 0.36 | ||
$0.50 - $0.99 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares, options outstanding | 463,052 | ||
Life (Years), options outstanding | 4 months 24 days | ||
Weighted average exercise price, options outstanding | $ 0.85 | ||
Shares, options exercisable | 463,052 | ||
Weighted average exercise price, options exercisable | $ 0.85 |
Stock Options and Warrants (De
Stock Options and Warrants (Details - Warrant exercise price per share) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants outstanding, beginning balance | 20,314,153 | 19,977,149 |
Warrants outstanding, beginning balance | $ 0.04 | $ 0.04 |
Warrants granted | 12,482,410 | 16,426,657 |
Weighted average exercise price, Granted | $ 0.07 | $ 0.04 |
Warrants exercised | (1,383,327) | (14,483,825) |
Weighted average exercise price, Exercised | $ 0.04 | $ 0.04 |
Warrants Expired | (13,459,997) | (1,605,828) |
Weighted average exercise price, Expired | $ 0.04 | $ 0.04 |
Warrants outstanding, ending balance | 17,953,239 | 20,314,153 |
Weighted average exercise price, Outstanding ending balance | $ 0.06 | $ 0.04 |
Stock Options and Warrants (D_3
Stock Options and Warrants (Details - Warrant exercise price per share) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants outstanding | 17,953,239 | 20,314,153 | 19,977,149 |
Life (Years), warrants outstanding | 7 months 6 days | ||
Weighted average exercise price, warrants outstanding | $ 0.06 | ||
Warrants exercisable | 17,919,906 | ||
Weighted average exercise price, warrants exercisable | $ 0.06 | ||
$0.02 - $0.24 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants outstanding | 17,883,239 | ||
Life (Years), warrants outstanding | 7 months 6 days | ||
Weighted average exercise price, warrants outstanding | $ 0.06 | ||
Warrants exercisable | 17,849,906 | ||
Weighted average exercise price, warrants exercisable | $ 0.06 | ||
$0.25 - $0.49 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants outstanding | 0 | ||
Weighted average exercise price, warrants outstanding | $ 0 | ||
Warrants exercisable | 0 | ||
Weighted average exercise price, warrants exercisable | $ 0 | ||
$0.50 - $1.00 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants outstanding | 70,000 | ||
Life (Years), warrants outstanding | 3 months 18 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_4
Stock Options and Warrants (Details Narrative) - USD ($) | 1 Months Ended | 7 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock price | $ 0.06 | |||
Aggregate intrinsic value of options outstanding | $ 115,000 | |||
Unamortized compensation expense | 0 | |||
Warrant [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Aggregate intrinsic value of options outstanding | $ 145,000 | |||
Warrants vested outstanding | 17,919,906 | |||
Warrants expected to vest | 33,333 | |||
Warrants granted | 12,482,410 | 16,426,657 | ||
Weighted Average Exercise Price, warrants outstanding | $ 0.06 | |||
Warrant [Member] | Consulting Agreement [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrants granted | 766,662 | 2,016,662 | ||
Fair value of warrants granted | $ 35,000 | $ 127,000 | ||
Risk free interest rate - minimum | 0.73% | 0.13% | ||
Risk free interest rate - maximum | 5.07% | 4.49% | ||
Volatility - minimum | 182% | 193% | ||
Volatility - maximum | 245% | 245% | ||
Expected dividend yield | 0% | 0% | ||
Share based compensation expense | $ 37,000 | $ 127,000 | ||
Warrant [Member] | Consulting Agreement [Member] | Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price, warrants outstanding | $ 0.02 | |||
Expected life | 1 year | 2 years | ||
Warrant [Member] | Consulting Agreement [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price, warrants outstanding | $ 0.09 | |||
Expected life | 2 years | 5 years | ||
Warrant [Member] | Convertible Debt [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrants granted | 11,715,748 | |||
Weighted Average Exercise Price, warrants outstanding | $ 0.07 | |||
Warrants granted | 14,409,995 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transactions [Abstract] | ||
Accrued expenses related parties | $ 6,000 | $ 6,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details - Commitments) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Other Commitments [Line Items] | |
2024 | $ 384,500 |
2025 | 187,500 |
2026 | 187,500 |
2027 | 187,500 |
2028 | 187,500 |
Total | 1,134,500 |
Severance payable | 197,000 |
Temple University License Agreements [Member] | |
Other Commitments [Line Items] | |
Annual maintenance fee | 187,500 |
License Agreements [Member] | |
Other Commitments [Line Items] | |
2024 | 187,500 |
2025 | 187,500 |
2026 | 187,500 |
2027 | 187,500 |
2028 | 187,500 |
Total | 937,500 |
Compensation Agreements [Member] | |
Other Commitments [Line Items] | |
2024 | 197,000 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Total | $ 197,000 |