ClearSign Technologies (CLIR) 10-Q 13 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 12, 2019
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Entity Registrant Name	CLEARSIGN TECHNOLOGIES CORP
Entity Central Index Key	0001434524
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Trading Symbol	CLIR
Entity Common Stock, Shares Outstanding		26,704,761
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Small Business	true

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current Assets:
Cash and cash equivalents	$ 8,077,000	$ 8,949,000
Short-term investments	1,999,000	6,923,000
Contract assets	53,000	39,000
Prepaid expenses and other assets	536,000	500,000
Total current assets	10,665,000	16,411,000
Fixed assets, net	734,000	457,000
Patents and other intangible assets, net	1,244,000	1,759,000
Other assets	10,000	10,000
Total Assets	12,653,000	18,637,000
Current Liabilities:
Accounts payable and accrued liabilities	816,000	1,080,000
Current portion of lease liabilities	176,000	216,000
Accrued compensation and taxes	477,000	341,000
Total current liabilities	1,469,000	1,637,000
Long Term Liabilities:
Long term lease liabilities	467,000	91,000
Total liabilities	1,936,000	1,728,000
Stockholders' Equity:
Preferred stock, $0.0001 par value, zero shares issued and outstanding	0	0
Common stock, $0.0001 par value, 26,704,761 and 26,697,261 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively	3,000	3,000
Additional paid-in capital	77,088,000	76,417,000
Accumulated deficit	(66,374,000)	(59,511,000)
Total stockholders' equity	10,717,000	16,909,000
Total Liabilities and Stockholders' Equity	$ 12,653,000	$ 18,637,000

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Condensed Consolidated Balance Sheets
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	26,704,761	26,697,261
Common stock, shares outstanding	26,704,761	26,697,261

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Condensed Consolidated Statements of Operations
Sales	$ 0	$ 0	$ 0	$ 530,000
Cost of goods sold	0	9,000	1,000	424,000
Gross profit (loss)	0	(9,000)	(1,000)	106,000
Operating expenses:
Research and development, net of grants	796,000	980,000	2,563,000	3,133,000
General and administrative	1,342,000	1,326,000	4,399,000	3,956,000
Total operating expenses	2,138,000	2,306,000	6,962,000	7,089,000
Loss from operations	(2,138,000)	(2,315,000)	(6,963,000)	(6,983,000)
Other income:
Interest income	30,000	23,000	100,000	24,000
Net loss	$ (2,108,000)	$ (2,292,000)	$ (6,863,000)	$ (6,959,000)
Net loss per share - basic and fully diluted	$ (0.08)	$ (0.09)	$ (0.26)	$ (0.32)
Weighted average number of shares outstanding - basic and fully diluted	26,702,288	25,555,705	26,699,825	21,573,884

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balances at Dec. 31, 2017	$ 2,000	$ 52,441,000	$ (50,011,000)	$ 2,432,000
Balances (in shares) at Dec. 31, 2017	15,608,853
Shares issued in stock offering ($2.25 per share)	$ 0	12,937,000	0	12,937,000
Shares issued in stock offering ($2.25 per share) (in shares)	5,750,000
Issuance costs of rights offering	$ 0	(1,014,000)	0	(1,014,000)
Shares issued for services	$ 0	9,000	0	9,000
Shares issued for services (in shares)	2,500
Share based compensation	$ 0	50,000	0	50,000
Net loss	0	0	(2,278,000)	(2,278,000)
Balances at Mar. 31, 2018	$ 2,000	64,423,000	(52,289,000)	12,136,000
Balances (in shares) at Mar. 31, 2018	21,361,353
Balances at Dec. 31, 2017	$ 2,000	52,441,000	(50,011,000)	2,432,000
Balances (in shares) at Dec. 31, 2017	15,608,853
Net loss				(6,959,000)
Balances at Sep. 30, 2018	$ 3,000	76,297,000	(56,970,000)	19,330,000
Balances (in shares) at Sep. 30, 2018	26,660,980
Balances at Mar. 31, 2018	$ 2,000	64,423,000	(52,289,000)	12,136,000
Balances (in shares) at Mar. 31, 2018	21,361,353
Shares issued for services	$ 0	8,000	0	8,000
Shares issued for services (in shares)	2,500
Shares issued for board service ($1.85 per share)	$ 0	100,000	0	100,000
Shares issued for board service ($1.85 per share) (in Shares)	54,056
Share based compensation	$ 0	61,000	0	61,000
Net loss	0	0	(2,389,000)	(2,389,000)
Balances at Jun. 30, 2018	$ 2,000	64,592,000	(54,678,000)	9,916,000
Balances (in shares) at Jun. 30, 2018	21,417,909
Shares issued in stock offering ($2.25 per share)	$ 1,000	11,730,000	0	11,731,000
Shares issued in stock offering ($2.25 per share) (in shares)	5,213,543
Issuance costs of rights offering	$ 0	(143,000)	0	(143,000)
Shares issued for services	$ 0	9,000	0	9,000
Shares issued for services (in shares)	2,500
Shares issued for board service ($1.85 per share)	$ 0	50,000	0	50,000
Shares issued for board service ($1.85 per share) (in Shares)	27,028
Share based compensation	$ 0	59,000	0	59,000
Net loss	0	0	(2,292,000)	(2,292,000)
Balances at Sep. 30, 2018	$ 3,000	76,297,000	(56,970,000)	19,330,000
Balances (in shares) at Sep. 30, 2018	26,660,980
Balances at Dec. 31, 2018	$ 3,000	76,417,000	(59,511,000)	16,909,000
Balances (in shares) at Dec. 31, 2018	26,697,261
Shares issued for services	$ 0	3,000	0	3,000
Shares issued for services (in shares)	2,500
Fair value of stock options issued in payment of accrued compensation	$ 0	100,000	0	100,000
Share based compensation	0	233,000	0	233,000
Net loss	0	0	(2,329,000)	(2,329,000)
Balances at Mar. 31, 2019	$ 3,000	76,753,000	(61,840,000)	14,916,000
Balances (in shares) at Mar. 31, 2019	26,699,761
Balances at Dec. 31, 2018	$ 3,000	76,417,000	(59,511,000)	16,909,000
Balances (in shares) at Dec. 31, 2018	26,697,261
Net loss				(6,863,000)
Balances at Sep. 30, 2019	$ 3,000	77,088,000	(66,374,000)	10,717,000
Balances (in shares) at Sep. 30, 2019	26,704,761
Balances at Mar. 31, 2019	$ 3,000	76,753,000	(61,840,000)	14,916,000
Balances (in shares) at Mar. 31, 2019	26,699,761
Shares issued for services	$ 0	4,000	0	4,000
Shares issued for services (in shares)	2,500
Fair value of stock options issued in payment of accrued compensation	$ 0	69,000	0	69,000
Share based compensation	0	141,000	0	141,000
Net loss	0	0	(2,426,000)	(2,426,000)
Balances at Jun. 30, 2019	$ 3,000	76,967,000	(64,266,000)	12,704,000
Balances (in shares) at Jun. 30, 2019	26,702,261
Balances at Mar. 31, 2019	$ 3,000	76,753,000	(61,840,000)	14,916,000
Balances (in shares) at Mar. 31, 2019	26,699,761
Fair value of stock options issued in payment of accrued compensation		34,000		34,000
Share based compensation		83,000		83,000
Balances at Sep. 30, 2019	$ 3,000	77,088,000	(66,374,000)	10,717,000
Balances (in shares) at Sep. 30, 2019	26,704,761
Balances at Jun. 30, 2019	$ 3,000	76,967,000	(64,266,000)	12,704,000
Balances (in shares) at Jun. 30, 2019	26,702,261
Shares issued for services	$ 0	4,000	0	4,000
Shares issued for services (in shares)	2,500
Fair value of stock options issued in payment of accrued compensation	$ 0		0
Share based compensation	0		0
Net loss	0	0	(2,108,000)	(2,108,000)
Balances at Sep. 30, 2019	$ 3,000	$ 77,088,000	$ (66,374,000)	$ 10,717,000
Balances (in shares) at Sep. 30, 2019	26,704,761

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018
Condensed Consolidated Statements of Stockholders' Equity
Common stock for services per share issue one	$ 1.44	$ 1.44	$ 1.44	$ 3.50	$ 3.50	$ 3.50
Stock Issued During Period Board Services Per Share				1.85	$ 1.85
Stock Issued During Period Rights Offering Per Share				$ 2.25		$ 2.25

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net loss	$ (6,863,000)	$ (6,959,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services	11,000	176,000
Share based compensation	560,000	170,000
Depreciation and amortization	185,000	267,000
Abandonment and impairment of capitalized patent costs	733,000	35,000
Change in operating assets and liabilities:
Contract assets	(14,000)	145,000
Prepaid expenses and other assets	(35,000)	(210,000)
Accounts payable and accrued liabilities	(270,000)	10,000
Accrued compensation and taxes	236,000	43,000
Net cash used in operating activities	(5,457,000)	(6,323,000)
Cash flows from investing activities:
Acquisition of fixed assets	(13,000)	(44,000)
Disbursements for patents and other intangible assets	(326,000)	(313,000)
Maturity of short term treasury bills	4,924,000	0
Net cash provided by (used in) investing activities	4,585,000	(357,000)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of offering costs	0	23,511,000
Net cash provided by financing activities	0	23,511,000
Net increase (decrease) in cash and cash equivalents	(872,000)	16,831,000
Cash and cash equivalents, beginning of year	8,949,000	1,247,000
Cash and cash equivalents, end of year	$ 8,077,000	$ 18,078,000

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($)	1 Months Ended		9 Months Ended
	Aug. 31, 2019	Jul. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Cash Flow Noncash Operating Activities Disclosure [Abstract]
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures			159,100
Due to Officers or Stockholders, Current				$ 100,000
Adjustments to right of use assets and lease liabilities	$ 505,000	$ 505,000

Organization and Description of

Organization and Description of Business	9 Months Ended
	Sep. 30, 2019
Organization and Description of Business
Organization and Description of Business	Note 1 – Organization and Description of Business ClearSign Technologies Corporation (ClearSign or the Company) designs and develops technologies for the purpose of improving key performance characteristics of combustion systems, including emission and operational performance, energy efficiency and overall cost-effectiveness. The Company’s primary technologies include its ClearSign Core™ technology, which achieves very low emissions without the need of external flue gas recirculation, selective catalytic reduction, or higher excess air operation, and ClearSign Eye™ sensing technology that provides robust and advanced flame and flammability detection in flames or hydrocarbon containing gas mixtures. The Company is headquartered in Seattle, Washington and was incorporated in the state of Washington in 2008 under the name ClearSign Combustion Corporation. The Company changed its name to ClearSign Technologies Corporation on November 12, 2019. On July 28, 2017, the Company incorporated a subsidiary, ClearSign Asia Limited, in Hong Kong to represent the Company’s business and technological interests throughout Asia. Through ClearSign Asia Limited, the Company has established a Wholly Foreign Owned Enterprise (WFOE) in China – ClearSign Combustion (Beijing) Environmental Technologies Co., LTD. Unless otherwise stated or the context otherwise requires, the terms ClearSign and the “Company” refers to ClearSign Technologies Corporation and its wholly-owned subsidiary, ClearSign Asia Limited. Liquidity The Company’s technologies are currently in field development and have generated nominal revenues from operations to date. In order to generate meaningful revenues, the technologies must be fully developed, gain market recognition and acceptance, and develop a critical level of successful sales and product installations. The Company has historically financed its operations primarily through issuances of equity securities, including $11.9 million in proceeds, net of offering costs, from a stock offering completed on February 27, 2018 and $11.6 million in proceeds, net of offering costs, from a stock offering completed on July 20, 2018. The Company has incurred losses since its inception totaling $66,374,000 and expects to experience operating losses and negative cash flows for the foreseeable future. Management believes that the successful growth and operation of the Company’s business is dependent upon its ability to obtain adequate sources of funding through co-development agreements, strategic partnering agreements, or equity or debt financing to adequately support research and development efforts, protect intellectual property, form relationships with strategic partners, and provide for working capital and general corporate purposes. There can be no assurance that the Company will be successful in achieving its long-term plans as set forth above, or that such plans, if consummated, will result in profitable operations or enable the Company to continue in the long-term as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2019
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Form 10‑Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The condensed balance sheet at December 31, 2018 has been derived from the Company’s audited financial statements. In the opinion of management, these consolidated financial statements reflect all normal recurring and other adjustments necessary for a fair presentation. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10‑K for the year ended December 31, 2018. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods. The accompanying unaudited condensed consolidated financial statements include the accounts of ClearSign and its subsidiary. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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. Actual results could differ from those estimates. Revenue Recognition and Cost of Sales The Company recognizes revenue and related cost of goods sold in accordance with FASB ASC 606 Revenue from Contracts with Customers (ASC 606). Revenues and cost of goods sold are recognized once the goods or services are delivered to the customer’s control and performance obligations are satisfied. Typically, the Company’s contracts with customers have performance obligations regarding air emissions and operational performance that are satisfied upon completion of service. Since this is the singular performance obligation and cannot be achieved until the air emissions and operational performance have been successfully tested, revenue related to the contracts is recognized upon project completion. The Company’s contracts generally include progress payments from the customer upon completion of defined milestones. As these payments are received they are offset against accumulated project costs and recorded as either contract assets or contract liabilities. Upon completion of the performance obligations and acceptance by the customer the projects can be recorded as revenue. The Company’s contracts with customers contain no variable considerations or incentives or discounts that would cause revenue to be allocated or adjusted over time. Therefore, no separate methods of evaluating the contracts other than consideration of the price at achievement of the performance objectives was used in satisfying the review requirements of ASC 606. Contract Acquisition Costs and Practical Expedients For contracts that have a duration of less than one year, the Company follows ASC 606 practical expedients and expenses those costs when incurred; for contracts with a life exceeding one year, the Company records those costs when performance obligations related to the contract are completed. The Company generally expenses sales commissions when earned. The Company records those costs within general and administrative expenses. Product Warranties The Company warrants all installed products against defects in materials and workmanship for a period specified in each contract by replacing failed parts. Accruals for product warranties are based on historical warranty experience and current product performance trends, and are recorded at the time revenue is recognized as a component of cost of sales. The warranty liabilities are reduced by material and labor costs used to replace parts over the warranty period in the periods in which the costs are incurred. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary, and such adjustments could be material in the future if estimates differ significantly from actual warranty expense. The warranty liabilities are included in accrued liabilities in the balance sheets. Cash and Cash Equivalents Highly liquid investments purchased with an original maturity of three months or less are considered cash equivalents. Cash is maintained with a commercial bank where accounts are generally guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company’s deposits may at times exceed this limit. The Company also maintains a cash balance in China which is insured up to $70,000 (500,000RMB). The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. Short-Term Investments Short-term investments consist of U.S. treasury bills with original maturities of twelve months or less and greater than three months. These short-term investments are classified as held to maturity and are recorded on an amortized cost basis which approximates fair value. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Company’s customers. Based on a review of these factors, the Company may establish or adjust the allowance for specific customers and the accounts receivable portfolio as a whole. Fixed Assets and Leases Fixed assets are recorded at cost. Leases are recorded in accordance with FASB ASC 842 Leases . For those leases with a term greater than one year, the Company recognizes on the balance sheet at the time of lease inception or modification a right-of-use asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. Operating leases with a term of 1 year or less are recognized on a straight line basis over the term. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the life of the lease or their useful life, whichever is shorter. All other fixed assets are depreciated over two to four years. Maintenance and repairs are expensed as incurred. Patents and Trademarks Patents and trademarks are recorded at cost. Amortization is computed using the straight-line method over the estimated useful lives of the assets once they are awarded. Impairment of Long-Lived Assets The Company tests long-lived assets, consisting of fixed assets, patents and other intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Fair value is determined based on the present value of estimated expected cash flows using a discount rate commensurate with the risks involved, quoted market prices, or appraised values depending upon the nature of the assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs used to establish fair value are the following: · Level 1 – Quoted prices in active markets for identical assets or liabilities; · Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and · Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments primarily consist of cash and cash equivalents, short-term investments, accounts payable and accrued liabilities. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is primarily attributable to the short-term maturities of these instruments. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value. Research and Development The cost of research and development is expensed as incurred. Research and development costs consist of salaries, benefits, share based compensation, consulting fees, rent, utilities, depreciation, and consumables. During the nine months ended September 30, 2019, the Company received $108,000 to partially fund specific research and development activity relating to its ECC technology. Since these funds were provided without expectation of reciprocation, except notification of research results, the funds received were offset against the related research and development costs incurred. Income Taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Tax benefits from an uncertain tax position are recognized 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 consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution. Stock-Based Compensation The costs of all employee stock options, as well as other equity-based compensation arrangements, are reflected in the consolidated financial statements based on the estimated fair value of the awards on the grant date. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. Stock compensation for stock granted to non-employees is determined as the fair value of the consideration received or the fair value of equity instruments issued, whichever is more reliably measured. Foreign Operations The accompanying consolidated financial statements as of September 30, 2019 and December 31, 2018 include assets amounting to approximately $149,000 and $199,000, respectively, relating to operations of the Company in China. It is always possible unanticipated events in foreign countries could disrupt the Company’s operations. Foreign Currency The functional currency of ClearSign Asia Limited is the U.S. dollar. The Company remeasures the transactions denominated in Chinese Yuan at the average exchange rate in effect during the period. At the end of each reporting period, the Company remeasures ClearSign Asia Limited’s monetary assets and liabilities to the U.S. dollar using exchange rates in effect at the end of the reporting period. The Company remeasures its non-monetary assets and liabilities at historical exchange rates. The Company records gains and losses related to remeasurement in other income (expense), net in the consolidated statements of operations. Foreign currency exchange gain (losses) has not been significant in any period presented and the Company has not undertaken any hedging transactions related to foreign currency exposure. Net Loss per Common Share Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive. At September 30, 2019 and 2018, potentially dilutive shares outstanding amounted to 2,195,670 and 3,534,579, respectively. Recently Adopted Standards In June 2018 FASB issued ASU No. 2018‑07 Compensation-Stock Compensation. The amendments in this update expand the scope of Topic 718 to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, including interim periods within those years. The Company currently does not believe this amendment applies to any of its transactions at this time. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s consolidated financial statement presentation or disclosures.

Fixed Assets

Fixed Assets	9 Months Ended
	Sep. 30, 2019
Fixed Assets
Fixed Assets	Note 3 – Fixed Assets Fixed assets are summarized as follows: September 30, December 31, 2019 2018 (unaudited) Machinery and equipment $ 863,000 $ 853,000 Office furniture and equipment 178,000 186,000 Leasehold improvements 150,000 150,000 Right of use asset-operating leases 1,138,000 637,000 Accumulated depreciation and amortization (1,595,000) (1,369,000) $ 734,000 $ 457,000 The Company has a triple net operating lease for office and laboratory space in Seattle, Washington through March 2020 with rent of approximately $12,000 per month plus triple net operating costs. The Company also has a triple net operating lease for office space in Tulsa, Oklahoma with a term that was to end in August 2019 and monthly rent of approximately $2,000 per month plus triple net operating costs. Both leases include lessee renewal options for three years at the then prevailing market rate. Effective as of July and August 2019, the Company exercised the option to renew both the Seattle lease and the Tulsa lease for three years. The new term of the Seattle lease will begin in April 2020 and rent will be abated for April and May 2020, although the Company will be responsible for its proportionate share of expenses and taxes. The Company will pay a monthly rent of approximately $13,500 beginning on June 1, 2020 through March 2021. The monthly rent will increase on the first day of April of each succeeding year by approximately 3% until the end of the term in May 2023. The rent for the Tulsa lease is approximately $2,200 a month beginning September 2019 through August 2022 with an annual 2.5% increase. The Company has an operating lease for office space in Beijing, China through November 2020 with a monthly rent of approximately $6,000. Lease costs for the nine months ended September 30, 2019 and 2018 and other quantitative disclosures are as follows (unaudited): For the three months ended Setpember 30, For the nine months ended September 30, 2019 2018 2019 2018 Lease cost: Operating lease cost $ 58,000 $ 52,000 $ 175,000 $ 158,000 Total lease cost $ 58,000 $ 52,000 $ 175,000 $ 158,000 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 178,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ 505,000 For operating lease: Weighted average remaining lease term (in years) 3.34 Weighted average discount rate 7.17 % During the nine months ended September 30, 2019, the Company recorded a right-of-use assets and operating lease liabilities amounting to $505,000 upon extensions of the leases for its office space in Seattle, Washington through May 2023 and its offices space in Tulsa, Oklahoma through August 2022. Minimum future payments under the Company’s leases at September 30, 2019 and their application to the corresponding lease liabilities are as follows (unaudited): Discounted lease Payments due under liability payments lease agreements 2019 (remaining 3 months) 48,000 59,000 2020 177,000 215,000 2021 169,000 193,000 2022 178,000 190,000 2023 71,000 73,000 Total $ 643,000 $ 730,000

Patents and Other Intangible As

Patents and Other Intangible Assets	9 Months Ended
	Sep. 30, 2019
Patents and Other Intangible Assets
Patents and Other Intangible Assets	Note 4 – Patents and Other Intangible Assets Patents and other intangible assets are summarized as follows: September 30, December 31, 2019 2018 (Unaudited) Patents Patents pending $ 847,000 $ 1,202,000 Issued patents 558,000 761,000 1,405,000 1,963,000 Trademarks Trademarks pending 64,000 55,000 Registered trademarks 23,000 23,000 87,000 78,000 Other 8,000 8,000 1,500,000 2,049,000 Accumulated amortization (256,000) (290,000) $ 1,244,000 $ 1,759,000 The Company monitors and assesses the net realizable value of the Company’s patent portfolio at each reporting period. As a result of management’s assessment of the Company’s patent portfolio in terms of cost-effectiveness and alignment with the focus on those patents that have significant future commercial value to the Company, an impairment charge of $337,000 and $733,000, respectively, was recorded during the three and nine months ended September 30, 2019. Future amortization expense associated with issued patents and registered trademarks as of September 30, 2019 is estimated as follows (unaudited): 2019 (remaining 3 months) $ 31,000 2020 123,000 2021 90,000 2022 54,000 2023 21,000 Thereafter 6,000 $ 325,000

Sales, Contract Assets and Cont

Sales, Contract Assets and Contract Liabilities	9 Months Ended
	Sep. 30, 2019
Sales, Contract Assets and Contract Liabilities
Sales, Contract Assets and Contract Liabilities	Note 5 – Sales, Contract Assets and Contract Liabilities The Company recognized no revenue during the nine months ended September 30, 2019. For the nine months ended September 30, 2018, the Company recognized revenues totaling $530,000 from completed flare projects. At September 30, 2019, the Company had contract assets of $53,000 and contract liabilities of $0. The cost of goods sold of $1,000, recognized during the nine months ended September 30, 2019, related to additional warranty costs incurred for previously completed contracts.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2019
Stockholders' Equity
Stockholders' Equity	Note 6 – Stockholders’ Equity Common Stock and Preferred Stock The Company is authorized to issue 62,500,000 shares of common stock and 2,000,000 shares of preferred stock. Preferences, limitations, voting powers and relative rights of any preferred stock to be issued may be determined by the Company’s Board of Directors. The Company has not issued any shares of preferred stock. Equity Incentive Plan The Company has adopted and the Company’s shareholders have approved the ClearSign Combustion Corporation 2011 Equity Incentive Plan (the Plan) which permits the Company to grant to eligible participants, including officers, employees, directors, consultants and advisors, options to purchase shares of common stock, stock awards and stock bonuses. The Compensation Committee of the Board of Directors is authorized to administer the Plan and establish the grant terms, including the grant price, vesting period and exercise date. At the Company's Annual Meeting held on May 8, 2019, the shareholders approved an amendment to the Plan that (i) increased the number of shares of common stock in the reserve by 1,231,593 to a total of 4,004,214 shares of common stock, representing approximately 15% of the number of shares of the Company's stock outstanding and (ii) increased the number of shares that may be issued pursuant to the evergreen provision, if any, to the lesser of 15% of any new shares issued by the Company during the quarter immediately prior to the adjustment date or such lesser amount as the Board of Directors shall determine. Therefore, as of September 30, 2019, the number of shares of common stock reserved for issuance under the Plan totaled 4,004,589. In the nine months ended September 30, 2019, the Company made awards of stock options for the purchase of an aggregate 1,298,718 shares of common stock to its employees and directors from the Plan. Of these awards, options covering 159,100 shares of common stock were awarded in lieu of cash bonuses for 2018 and the expense was recorded during the year ended December 31, 2018. An option for the purchase of 258,618 shares of common stock was issued from the Plan to the Company's Chief Executive Officer as part of options for the purchase of an aggregate 600,000 shares of common stock granted to him in conjunction with his recruitment and employment, as described below (see Inducement Stock Options). Options covering an additional 381,000 shares of common stock have been issued as payment to the Company's directors and are described below. The remaining stock option awards covering 500,000 shares of common stock have exercise prices at the grant date fair value ranging from $0.87 to $2.25 per share, contractual lives of 10 years, and vest over 2 years. The fair value of the stock options estimated on the date of grant using the Black-Scholes option valuation model was $259,000. The following weighted-average assumptions were utilized in the calculation of the fair value of the stock options: Expected life 5.75 years Weighted average volatility 71 % Forfeiture rate 20 % Weighted average risk-free interest rate 2.51 % Expected dividend rate 0 % Outstanding stock option awards at September 30, 2019 and December 31, 2018 totaled 2,115,670 shares and 880,277 shares, respectively, with the right to purchase 1,150,375 shares and 587,962 shares being vested and exercisable at September 30, 2019 and December 31, 2018, respectively. The recognized compensation expense associated with stock option awards for the three and nine months ended September 30, 2019 and 2018 totaled $58,000 and $274,000 and $59,000 and $170,000, respectively. On September 30, 2019 the number of shares reserved under the Plan but unissued totaled 1,297,040. At September 30, 2019, there was $316,000 of total unrecognized compensation cost related to non-vested share based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted average period of 1.7 years. The intrinsic value of outstanding stock options was $131,000 at September 30, 2019. During 2019, the Company’s directors are compensated solely in stock option awards. In addition to being paid for their services as directors, individual directors are paid for committee membership, for services as a committee chair and for services as a lead director. 381,000 options for the purchase of shares of common stock were granted to members of the Board of Directors for service during 2019. The options have an exercise price of $1 and vest in equal increments at the end of each quarter. The recognized expense associated with Board stock option awards for the three and nine months ended September 30, 2019 and 2018 totaled $34,000 and $103,000, and $0 and $0, respectively. At September 30, 2019 there was $34,000 of unrecognized cost related to non-vested Board fees granted under the Plan. The following assumptions were utilized in the calculation of the fair value of the stock options: Expected life 5.75 years Weighted average volatility 71 % Forfeiture rate 20 % Weighted average risk-free interest rate 2.25 % Expected dividend rate 0 % Consultant Stock Plan The Company has a Consultant Stock Plan (the Consultant Plan) which provides for the granting of shares of common stock to consultants who provide services related to capital raising, investor relations, and making a market in or promoting the Company’s securities. The Company’s officers, employees, and board members are not entitled to receive awards from the Consultant Plan. The Compensation Committee of the Board of Directors is authorized to administer the Consultant Plan and establish the grant terms. The number of shares reserved for issuance under the Consultant Plan on September 30, 2019 totaled 253,367 with 192,617 of those shares unissued. The Consultant Plan provides for quarterly increases in the available number of authorized shares equal to the lesser of 1% of any new shares issued by the Company during the quarter immediately prior to the adjustment date or such lesser amount as the Board of Directors shall determine. The Company granted 10,000 shares of common stock to a consultant under the Consultant Plan for services performed and to be performed during the period from August 13, 2018 to August 31, 2019. The fair value of the stock at the time of grant was $1.44 per share for a total value of $14,000. The Consultant Plan expense for the three and nine months ended September 30, 2019 and 2018 was $4,000 and $11,000 and $9,000 and $26,000, respectively. Inducement Stock Options Pursuant to the rules of The Nasdaq Stock Market, and in compliance with those rules, the Company may issue equity awards, including stock options, as an inducement to an individual to accept employment with the Company. Inducement awards need not be approved by the Company’s shareholders. During the nine months ending September 30, 2019 the Company granted options to purchase 600,000 shares of common stock as an inducement to its President and Chief Executive Officer to accept the Company’s offer of employment. (See Note 7.) The stock options have exercise prices at the award date fair value ranging from $1.16 to $2.25 per share, contractual lives of 10 years, and vest over 2 years. An option to purchase 258,618 shares was issued from the Company’s 2011 Equity Incentive Plan. Non-qualified stock options covering the remaining 341,382 shares were issued from the Company’s reserve of authorized but unissued shares of common stock. The fair value of the stock options estimated on the date of grant using the Black-Scholes option valuation model was $329,000. The recognized compensation expense associated with these awards for the three and nine months ended September 30, 2019 was $24,000 and $183,000, respectively. The remaining unrecognized compensation expense associated with these awards is $146,000. The following weighted-average assumptions were utilized in the calculation of the fair value of the stock options: Expected life 5.75 years Weighted average volatility 71 % Forfeiture rate 20 % Weighted average risk-free interest rate 2.55 % Expected dividend rate 0 % Warrants At September 30, 2019, warrants for the purchase of 80,000 shares of common stock at an exercise price of $1.80 per share were outstanding and had a remaining life of 1.39 years. The intrinsic value of the outstanding warrants was $0 at September 30, 2019.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies
Commitments and Contingencies	Note 7 – Commitments and Contingencies On January 28, 2019 (the “Effective Date”), the Company and Colin James Deller entered into an employment agreement (the “Agreement”) pursuant to which the Company employed Dr. Deller as its President until April 1, 2019, at which time Dr. Deller became the Company’s Chief Executive Officer. Pursuant to the Agreement, the Company pays Dr. Deller an annual salary of $350,000. As an inducement to accept employment with the Company, Dr. Deller was also granted an incentive option to purchase 400,000 shares of the Company’s common stock at an exercise price of $1.16 per share and an incentive option to purchase 200,000 shares of the Company’s common stock at an exercise price of $2.25 per share. Each option has a term of 10 years and will vest as follows: the right to purchase one-third of the shares of common stock subject to the option vested on the Effective Date; the right to purchase one-third of the shares will vest on the first anniversary of the grant date; and the right to purchase one-third of the shares will vest on the second anniversary of the grant date. The Company also agreed to pay certain expenses, not to exceed the sum of $100,000, related to Dr. Deller’s move from Tulsa, Oklahoma to Seattle, Washington, including reasonable expenses related to the sale of his home in Tulsa. As a temporary adjustment for the difference in the cost of living between Tulsa and Seattle (the “Relocation Adjustment”), for a period of four years (the “Payment Period”) from the Effective Date, the Company has also agreed to pay up to $6,000 a month to Dr. Deller for expenses related to temporary housing and travel to and from Tulsa to Seattle. If Dr. Deller purchases a home in the Seattle area, the Relocation Adjustment will continue to be paid through the expiration of the Payment Period, although the Relocation Adjustment may be adjusted or terminated upon mutual agreement of Dr. Deller and the Company. The Agreement may be terminated by the Company for cause, as defined in the Agreement, due to Dr. Deller’s death or disability, upon 30 days’ notice to Dr. Deller or as a result of a change in control, as defined in the Agreement. With the exception of a termination for cause, if Dr. Deller’s employment is terminated by the Company, aside from accrued but unpaid salary, bonus (if any) and business expenses, Dr. Deller will receive the balance of the unpaid Relocation Adjustment and nine months of his annual salary. Through September 30, 2019, the Company has paid Dr. Deller $25,000 in Relocation Adjustment payments to reimburse temporary housing costs. Litigation From time to time the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in any such matter may harm the Company’s business. As of the date of this report, the Company is not a party to any material pending legal proceedings. Indemnification Agreements The Company maintains indemnification agreements with its directors and officers that may require the Company to indemnify these individuals against liabilities that arise by reason of their status or service as directors or officers, except as prohibited by law. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS REPORT This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may,” “will” or other similar expressions in this report. In particular, these include statements relating to future actions; prospective products, applications, customers, or technologies; future performance or results of anticipated products; anticipated expenses; and future financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to: · our history of losses; · our ability to successfully develop and implement our technology and achieve profitability; · our limited operating history; · emerging competition and rapidly advancing technology in our industry that may outpace our technology; · changes in government regulations that could substantially reduce, or even eliminate, the need for our technology; · customer demand for the products and services we develop; · the impact of competitive or alternative products, technologies and pricing; · our ability to manufacture any products we design; · general economic conditions and events and the impact they may have on us and our potential customers; · our ability to obtain adequate financing in the future; · our ability to continue as a going concern; · our success at managing the risks involved in the foregoing items; and · other factors discussed in this report and in the section titled “Risk Factors” in our Annual Report on Form 10-K. Forward-looking statements may appear throughout this report, including, without limitation, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements included in this report. You should not place undue reliance on these forward-looking statements. Unless otherwise stated or the context otherwise requires, the terms “ClearSign,” “we,” “us,” “our” and the “Company” refer to ClearSign Technologies Corporation and its subsidiary.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Form 10‑Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The condensed balance sheet at December 31, 2018 has been derived from the Company’s audited financial statements. In the opinion of management, these consolidated financial statements reflect all normal recurring and other adjustments necessary for a fair presentation. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10‑K for the year ended December 31, 2018. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods. The accompanying unaudited condensed consolidated financial statements include the accounts of ClearSign and its subsidiary. Intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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. Actual results could differ from those estimates.
Revenue Recognition and Cost of Sales	Revenue Recognition and Cost of Sales The Company recognizes revenue and related cost of goods sold in accordance with FASB ASC 606 Revenue from Contracts with Customers (ASC 606). Revenues and cost of goods sold are recognized once the goods or services are delivered to the customer’s control and performance obligations are satisfied. Typically, the Company’s contracts with customers have performance obligations regarding air emissions and operational performance that are satisfied upon completion of service. Since this is the singular performance obligation and cannot be achieved until the air emissions and operational performance have been successfully tested, revenue related to the contracts is recognized upon project completion. The Company’s contracts generally include progress payments from the customer upon completion of defined milestones. As these payments are received they are offset against accumulated project costs and recorded as either contract assets or contract liabilities. Upon completion of the performance obligations and acceptance by the customer the projects can be recorded as revenue. The Company’s contracts with customers contain no variable considerations or incentives or discounts that would cause revenue to be allocated or adjusted over time. Therefore, no separate methods of evaluating the contracts other than consideration of the price at achievement of the performance objectives was used in satisfying the review requirements of ASC 606.
Contract Acquisition Costs and Practical Expedients	Contract Acquisition Costs and Practical Expedients For contracts that have a duration of less than one year, the Company follows ASC 606 practical expedients and expenses those costs when incurred; for contracts with a life exceeding one year, the Company records those costs when performance obligations related to the contract are completed. The Company generally expenses sales commissions when earned. The Company records those costs within general and administrative expenses.
Product Warranties	Product Warranties The Company warrants all installed products against defects in materials and workmanship for a period specified in each contract by replacing failed parts. Accruals for product warranties are based on historical warranty experience and current product performance trends, and are recorded at the time revenue is recognized as a component of cost of sales. The warranty liabilities are reduced by material and labor costs used to replace parts over the warranty period in the periods in which the costs are incurred. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary, and such adjustments could be material in the future if estimates differ significantly from actual warranty expense. The warranty liabilities are included in accrued liabilities in the balance sheets.
Cash and Cash Equivalents	Cash and Cash Equivalents Highly liquid investments purchased with an original maturity of three months or less are considered cash equivalents. Cash is maintained with a commercial bank where accounts are generally guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company’s deposits may at times exceed this limit. The Company also maintains a cash balance in China which is insured up to $70,000 (500,000RMB). The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.
Short-Term Investments	Short-Term Investments Short-term investments consist of U.S. treasury bills with original maturities of twelve months or less and greater than three months. These short-term investments are classified as held to maturity and are recorded on an amortized cost basis which approximates fair value.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Company’s customers. Based on a review of these factors, the Company may establish or adjust the allowance for specific customers and the accounts receivable portfolio as a whole.
Fixed Assets and Leases	Fixed Assets and Leases Fixed assets are recorded at cost. Leases are recorded in accordance with FASB ASC 842 Leases . For those leases with a term greater than one year, the Company recognizes on the balance sheet at the time of lease inception or modification a right-of-use asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. Operating leases with a term of 1 year or less are recognized on a straight line basis over the term. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the life of the lease or their useful life, whichever is shorter. All other fixed assets are depreciated over two to four years. Maintenance and repairs are expensed as incurred.
Patents and Trademarks	Patents and Trademarks Patents and trademarks are recorded at cost. Amortization is computed using the straight-line method over the estimated useful lives of the assets once they are awarded.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company tests long-lived assets, consisting of fixed assets, patents and other intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Fair value is determined based on the present value of estimated expected cash flows using a discount rate commensurate with the risks involved, quoted market prices, or appraised values depending upon the nature of the assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs used to establish fair value are the following: · Level 1 – Quoted prices in active markets for identical assets or liabilities; · Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and · Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments primarily consist of cash and cash equivalents, short-term investments, accounts payable and accrued liabilities. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is primarily attributable to the short-term maturities of these instruments. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value.
Research and Development	Research and Development The cost of research and development is expensed as incurred. Research and development costs consist of salaries, benefits, share based compensation, consulting fees, rent, utilities, depreciation, and consumables. During the nine months ended September 30, 2019, the Company received $108,000 to partially fund specific research and development activity relating to its ECC technology. Since these funds were provided without expectation of reciprocation, except notification of research results, the funds received were offset against the related research and development costs incurred.
Income Taxes	Income Taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Tax benefits from an uncertain tax position are recognized 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 consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution.
Stock-Based Compensation	Stock-Based Compensation The costs of all employee stock options, as well as other equity-based compensation arrangements, are reflected in the consolidated financial statements based on the estimated fair value of the awards on the grant date. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. Stock compensation for stock granted to non-employees is determined as the fair value of the consideration received or the fair value of equity instruments issued, whichever is more reliably measured.
Foreign Operations	Foreign Operations The accompanying consolidated financial statements as of September 30, 2019 and December 31, 2018 include assets amounting to approximately $149,000 and $199,000, respectively, relating to operations of the Company in China. It is always possible unanticipated events in foreign countries could disrupt the Company’s operations.
Foreign Currency	Foreign Currency The functional currency of ClearSign Asia Limited is the U.S. dollar. The Company remeasures the transactions denominated in Chinese Yuan at the average exchange rate in effect during the period. At the end of each reporting period, the Company remeasures ClearSign Asia Limited’s monetary assets and liabilities to the U.S. dollar using exchange rates in effect at the end of the reporting period. The Company remeasures its non-monetary assets and liabilities at historical exchange rates. The Company records gains and losses related to remeasurement in other income (expense), net in the consolidated statements of operations. Foreign currency exchange gain (losses) has not been significant in any period presented and the Company has not undertaken any hedging transactions related to foreign currency exposure.
Net Loss per Common Share	Net Loss per Common Share Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive. At September 30, 2019 and 2018, potentially dilutive shares outstanding amounted to 2,195,670 and 3,534,579, respectively.
Recently Adopted Standards	Recently Adopted Standards In June 2018 FASB issued ASU No. 2018‑07 Compensation-Stock Compensation. The amendments in this update expand the scope of Topic 718 to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, including interim periods within those years. The Company currently does not believe this amendment applies to any of its transactions at this time. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s consolidated financial statement presentation or disclosures.

Fixed Assets (Tables)

Fixed Assets (Tables)	9 Months Ended
	Sep. 30, 2019
Fixed Assets
Summary of Fixed Assets	Fixed assets are summarized as follows: September 30, December 31, 2019 2018 (unaudited) Machinery and equipment $ 863,000 $ 853,000 Office furniture and equipment 178,000 186,000 Leasehold improvements 150,000 150,000 Right of use asset-operating leases 1,138,000 637,000 Accumulated depreciation and amortization (1,595,000) (1,369,000) $ 734,000 $ 457,000
Schedule Of Leases Cost	Lease costs for the nine months ended September 30, 2019 and 2018 and other quantitative disclosures are as follows (unaudited): For the three months ended Setpember 30, For the nine months ended September 30, 2019 2018 2019 2018 Lease cost: Operating lease cost $ 58,000 $ 52,000 $ 175,000 $ 158,000 Total lease cost $ 58,000 $ 52,000 $ 175,000 $ 158,000 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 178,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ 505,000 For operating lease: Weighted average remaining lease term (in years) 3.34 Weighted average discount rate 7.17 % During the nine months ended September 30, 2019, the Company recorded a right-of-use assets and operating lease liabilities amounting to $505,000 upon extensions of the leases for its office space in Seattle, Washington through May 2023 and its offices space in Tulsa, Oklahoma through August 2022.
Schedule of minimum future payments	During the nine months ended September 30, 2019, the Company recorded a right-of-use assets and operating lease liabilities amounting to $505,000 upon extensions of the leases for its office space in Seattle, Washington through May 2023 and its offices space in Tulsa, Oklahoma through August 2022. Minimum future payments under the Company’s leases at September 30, 2019 and their application to the corresponding lease liabilities are as follows (unaudited): Discounted lease Payments due under liability payments lease agreements 2019 (remaining 3 months) 48,000 59,000 2020 177,000 215,000 2021 169,000 193,000 2022 178,000 190,000 2023 71,000 73,000 Total $ 643,000 $ 730,000

Patents and Other Intangible _2

Patents and Other Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2019
Patents and Other Intangible Assets
Schedule of Patents and other intangible assets	Patents and other intangible assets are summarized as follows: September 30, December 31, 2019 2018 (Unaudited) Patents Patents pending $ 847,000 $ 1,202,000 Issued patents 558,000 761,000 1,405,000 1,963,000 Trademarks Trademarks pending 64,000 55,000 Registered trademarks 23,000 23,000 87,000 78,000 Other 8,000 8,000 1,500,000 2,049,000 Accumulated amortization (256,000) (290,000) $ 1,244,000 $ 1,759,000
Schedule of future amortization expense	Future amortization expense associated with issued patents and registered trademarks as of September 30, 2019 is estimated as follows (unaudited): 2019 (remaining 3 months) $ 31,000 2020 123,000 2021 90,000 2022 54,000 2023 21,000 Thereafter 6,000 $ 325,000

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2019
Equity Incentive Plan [Member]
Schedule of weighted-average assumptions used in calculation of fair value of stock options	. The following weighted-average assumptions were utilized in the calculation of the fair value of the stock options: Expected life 5.75 years Weighted average volatility 71 % Forfeiture rate 20 % Weighted average risk-free interest rate 2.51 % Expected dividend rate 0 %
Board of Directors [Member]
Schedule of weighted-average assumptions used in calculation of fair value of stock options	Expected life 5.75 years Weighted average volatility 71 % Forfeiture rate 20 % Weighted average risk-free interest rate 2.25 % Expected dividend rate 0 %
Incentive Stock Options [Member]
Schedule of weighted-average assumptions used in calculation of fair value of stock options	Expected life 5.75 years Weighted average volatility 71 % Forfeiture rate 20 % Weighted average risk-free interest rate 2.55 % Expected dividend rate 0 %

Organization and Description _2

Organization and Description of Business (Details) - USD ($)	1 Months Ended
	Jul. 20, 2018	Feb. 27, 2018	Sep. 30, 2019	Dec. 31, 2018
Organization and Description of Business
Proceeds from Issuance of Common Stock	$ 11,600,000	$ 11,900,000
Accumulated deficit			$ (66,374,000)	$ (59,511,000)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Contract Acquisition Costs and Practical Expedients (Details)	9 Months Ended
	Sep. 30, 2019
Summary of Significant Accounting Policies
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract [true false]	true

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - Sep. 30, 2019	CNY (¥)	USD ($)
Cash and Cash Equivalents [Line Items]
Cash, FDIC Insured Amount		$ 250,000
CHINA
Cash and Cash Equivalents [Line Items]
Cash, FDIC Insured Amount	¥ 500,000	$ 70,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Fixed Assets and Leases (Details) - Leasehold Improvements [Member]	9 Months Ended
	Sep. 30, 2019
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	P2Y
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	P4Y

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Other (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Variable Interest Entity [Line Items]
Weighted Average Number of Shares Outstanding, Diluted	2,195,670	3,534,579
Tax Benefits Recognized (in Percent)	50.00%
Assets	$ 12,653,000		$ 18,637,000
Funds Received	108,000
CHINA
Variable Interest Entity [Line Items]
Assets	$ 149,000		$ 199,000

Fixed Assets - Summary (Details

Fixed Assets - Summary (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Fixed Assets
Machinery and equipment	$ 863,000	$ 853,000
Office furniture and equipment	178,000	186,000
Leasehold improvements	150,000	150,000
Right of use asset-operating leases	1,138,000	637,000
Accumulated depreciation and amortization	(1,595,000)	(1,369,000)
Property, Plant and Equipment, Net, Total	$ 734,000	$ 457,000

Fixed Assets - Lease costs (Det

Fixed Assets - Lease costs (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Lease cost:
Operating lease cost	$ 58,000	$ 52,000	$ 175,000	$ 158,000
Total lease cost	58,000	52,000	175,000	$ 158,000
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		178,000
Right-of-use assets obtained in exchange for new operating lease liabilities		$ 505,000
For operating lease:
Weighted average remaining lease term (in years)		3 years 4 months 2 days		3 years 4 months 2 days
Weighted average discount rate		7.17%		7.17%
Lease Two [Member]
For operating lease:
Right of use asset	505,000		505,000
Operating lease liability	$ 505,000		$ 505,000

Fixed Assets - Minimum future p

Fixed Assets - Minimum future payments (Details)	Sep. 30, 2019USD ($)
Payments Due Under Lease Agreement [Member]
2019 (remaining 3 months)	$ 59,000
2020	215,000
2021	193,000
2022	190,000
2023	73,000
Total	730,000
Discounted Lease Liabilities Payments [Member]
2019 (remaining 3 months)	48,000
2020	177,000
2021	169,000
2022	178,000
2023	71,000
Total	$ 643,000

Fixed Assets - Lease descriptio

Fixed Assets - Lease descriptions (Details)	Jun. 01, 2020USD ($)	Sep. 30, 2019USD ($)
Monthly operating lease expenses		$ 6,000
Lease One [Member]
Triple Net Operating Cost		12,000
Lease Two [Member]
Triple Net Operating Cost		2,000
Future Operating Lease Cost	$ 13,500	$ 2,200
Operating Lease Rent Annual Increased Percentage	3	2.5

Patents and Other Intangible _3

Patents and Other Intangible Assets - Summary (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2018
Patents	$ 1,405,000	$ 1,405,000	$ 1,963,000
Trademarks	87,000	87,000	78,000
Other	8,000	8,000	8,000
Patents and other intangible assets	1,500,000	1,500,000	2,049,000
Accumulated amortization	(256,000)	(256,000)	(290,000)
Finite-Lived Intangible Assets, Net	1,244,000	1,244,000	1,759,000
Amount charge for patent process of reassessing	337,000	733,000
Patents Pending [Member]
Patents	847,000	847,000	1,202,000
Issued Patents [Member]
Patents	558,000	558,000	761,000
Trademarks Pending [Member]
Trademarks	64,000	64,000	55,000
Registered Trademarks [Member]
Trademarks	$ 23,000	$ 23,000	$ 23,000

Patents and Other Intangible _4

Patents and Other Intangible Assets - Future amortization expense (Details)	Sep. 30, 2019USD ($)
Patents and Other Intangible Assets
2019 (remaining 3 months)	$ 31,000
2020	123,000
2021	90,000
2022	54,000
2023	21,000
Thereafter	6,000
Finite-Lived Intangible Assets, Net	$ 325,000

Sales, Contract Assets and Co_2

Sales, Contract Assets and Contract Liabilities (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Cost of Goods and Services Sold			$ 1,000
Contract with Customer, Asset, Net, Current	$ 53,000		53,000		$ 39,000
Revenue from Contract with Customer, Including Assessed Tax	0	$ 0	0	$ 530,000
Contract with Customer, Liability, Current	$ 0		0
Flare Projects [Member]
Revenue from Contract with Customer, Including Assessed Tax			$ 0	$ 530,000

Stockholders' Equity - Equity I

Stockholders' Equity - Equity Incentive Plan Assumptions (Details) - Equity Incentive Plan [Member]	9 Months Ended
	Sep. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	5 years 9 months
Weighted average volatility	71.00%
Forfeiture rate	20.00%
Weighted average risk-free interest rate	2.51%
Expected dividend rate	0.00%
Board of Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	5 years 9 months
Weighted average volatility	71.00%
Forfeiture rate	20.00%
Weighted average risk-free interest rate	2.25%
Expected dividend rate	0.00%

Stockholders' Equity - Incentiv

Stockholders' Equity - Incentive Stock Options Assumptions (Details) - Incentive Stock Options [Member]	9 Months Ended
	Sep. 30, 2019
Expected life	5 years 9 months
Weighted average volatility	71.00%
Forfeiture rate	20.00%
Weighted average risk-free interest rate	2.55%
Expected dividend rate	0.00%

Stockholders' Equity - Grants a

Stockholders' Equity - Grants and Expense (Details) - USD ($)	May 08, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Class of Stock [Line Items]
Common Stock, Shares Authorized		62,500,000		62,500,000
Preferred Stock, Shares Authorized		2,000,000		2,000,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized		$ 316,000		$ 316,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				259,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value		$ 131,000		$ 131,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 1.80		$ 1.80
Warrants Intrinsic Value Outstanding		$ 0		$ 0
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		80,000		80,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number		1,150,375		1,150,375		587,962
Stock Issued During Period In Lieu of Cash Bonus						159,100
Warrants and Rights Remaining Term				1 year 4 months 21 days
Incentive Stock Options [Member]
Class of Stock [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized		$ 146,000		$ 146,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				600,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term2				10 years
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price				$ 2.25
Allocated Share-based Compensation Expense		$ 24,000		$ 183,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period1				2 years
Incentive Stock Options [Member] | Minimum [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value				$ 1.16
Consultant Plan [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance		253,367		253,367
Increase Decrease Of Share Based Compensation Arrangement By Share Based Payment Award Percentage				1.00%
Consultant Plan Expenses		$ 4,000	$ 9,000	$ 11,000	$ 26,000
Shares Reserved Unissued		192,617		192,617
Consultant Plan [Member] | Incentive Stock Options [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				329,000
Consultant Plan Two [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				10,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value				$ 1.44
Share Based Compensation Arrangement By Share Based Payment Award Options Value Grants In Period Weighted Average Grant Date Fair Value				$ 14,000
2011 Equity Incentive Plan [Member] | Incentive Stock Options [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				258,618
Non-Qualified Stock Option [Member] | Incentive Stock Options [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				341,382
Equity Incentive Plan [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized	1,231,593
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	4,004,214
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum	15.00%
Common Stock, Capital Shares Reserved for Future Issuance		4,004,589		4,004,589
Increase Decrease Of Share Based Compensation Arrangement By Share Based Payment Award Percentage				15.00%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				1,298,718
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term2				10 years
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 1		$ 1
Allocated Share-based Compensation Expense		$ 58,000	59,000	$ 274,000	170,000
Share-based Compensation Outstanding - Reserved but unissued shares under the Plan		2,115,670		2,115,670		880,277
Shares Reserved Unissued		1,297,040		1,297,040
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period1				1 year 8 months 12 days
Equity Incentive Plan [Member] | Minimum [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value				$ 0.87
Equity Incentive Plan [Member] | Maximum [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value				$ 2.25
Equity Incentive Plan [Member] | Incentive Stock Options [Member]
Class of Stock [Line Items]
Estimated common stock subject to options issued				381,000
Equity Incentive Plan [Member] | Chief Executive Officer [Member] | Incentive Stock Options [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				258,618
Equity Incentive Plan [Member] | Director [Member] | Incentive Stock Options [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				381,000
Equity Incentive Plan [Member] | Other Employees [Member] | Incentive Stock Options [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				500,000
Equity Incentive Plan [Member] | Board of Directors [Member]
Class of Stock [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized		$ 34,000		$ 34,000
Equity Incentive Plan [Member] | Board of Directors [Member] | Incentive Stock Options [Member]
Class of Stock [Line Items]
Allocated Share-based Compensation Expense		$ 34,000	$ 0	$ 103,000	$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Jan. 28, 2019	Sep. 30, 2019
Loss Contingencies [Line Items]
Relocation Expenses		$ 25,000
Employment Agreement [Member]
Loss Contingencies [Line Items]
Salary and Wage, Excluding Cost of Good and Service Sold	$ 350,000
Labor and Related Expense	$ 100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term	10 years
Employment Early Termination Living Allowance Per Month	$ 6,000
Payment period	4 years
Termination notification period	30 days
Salary payment period, early termination	9 months
Employment Agreement [Member] | Share-based Compensation Award, Tranche One [Member]
Loss Contingencies [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	33.33%
Employment Agreement [Member] | Share-based Compensation Award, Tranche Two [Member]
Loss Contingencies [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	1 year
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	33.33%
Employment Agreement [Member] | Share-based Compensation Award, Tranche Three [Member]
Loss Contingencies [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	2 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	33.33%
Employment Agreement [Member] | Exercise Price $1.16 per share [Member] | Share-based Compensation Award, Tranche One [Member]
Loss Contingencies [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	400,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price	$ 1.16
Employment Agreement [Member] | Exercise Price $2.25 per share [Member] | Share-based Compensation Award, Tranche Two [Member]
Loss Contingencies [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	200,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price	$ 2.25