Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 11, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'CLEARSIGN COMBUSTION CORP | ' |
Entity Central Index Key | '0001434524 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'CLIR | ' |
Entity Common Stock, Shares Outstanding | ' | 8,810,674 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Cash and cash equivalents | $3,989,000 | $8,027,000 |
Prepaid expenses | 225,000 | 60,000 |
Total current assets | 4,214,000 | 8,087,000 |
Fixed assets, net | 416,000 | 400,000 |
Patents and other intangible assets | 1,216,000 | 618,000 |
Other assets | 10,000 | 10,000 |
Total Assets | 5,856,000 | 9,115,000 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable | 205,000 | 276,000 |
Accrued compensation and taxes | 706,000 | 168,000 |
Total current liabilities | 911,000 | 444,000 |
Deferred rent | 33,000 | 35,000 |
Total liabilities | 944,000 | 479,000 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred stock, $0.0001 par value, zero shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 8,810,674 and 8,752,015 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 1,000 | 1,000 |
Additional paid-in capital | 17,715,000 | 17,314,000 |
Deficit accumulated in the development stage | -12,804,000 | -8,679,000 |
Total stockholders' equity | 4,912,000 | 8,636,000 |
Total Liabilities and Stockholders' Equity | $5,856,000 | $9,115,000 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets [Parenthetical] (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares issued | 8,810,674 | 8,752,015 |
Common stock, shares outstanding | 8,810,674 | 8,752,015 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 68 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Co-development revenue | $50,000 | $0 | $50,000 | $0 | $50,000 |
Cost of co-development revenue | 34,000 | 0 | 34,000 | 0 | 34,000 |
Gross profit | 16,000 | 0 | 16,000 | 0 | 16,000 |
Operating expenses: | ' | ' | ' | ' | ' |
Research and development | 470,000 | 331,000 | 1,466,000 | 887,000 | 3,174,000 |
General and administrative | 911,000 | 811,000 | 2,685,000 | 2,145,000 | 9,681,000 |
Total operating expenses | 1,381,000 | 1,142,000 | 4,151,000 | 3,032,000 | 12,855,000 |
Loss from operations | -1,365,000 | -1,142,000 | -4,135,000 | -3,032,000 | -12,839,000 |
Other income (expense): | ' | ' | ' | ' | ' |
Interest income | 3,000 | 10,000 | 10,000 | 16,000 | 36,000 |
Interest expense | 0 | 0 | 0 | -1,000 | -1,000 |
Total other income (expense) | 3,000 | 10,000 | 10,000 | 15,000 | 35,000 |
Net Loss | ($1,362,000) | ($1,132,000) | ($4,125,000) | ($3,017,000) | ($12,804,000) |
Net Loss per share - basic and fully diluted (in dollars per share) | ($0.15) | ($0.13) | ($0.47) | ($0.42) | ($2.89) |
Weighted average number of shares outstanding - basic and fully diluted (in shares) | 8,801,402 | 8,752,015 | 8,790,801 | 7,209,133 | 4,432,985 |
Condensed_Statement_of_Stockho
Condensed Statement of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit during Development Stage [Member] |
Balances at Jan. 22, 2008 | ' | ' | ' | ' | ' |
Shares issued to founders, at no cost | 33,000 | 0 | 0 | 33,000 | 0 |
Shares issued to founders, at no cost (in shares) | ' | 1,065,000 | 476,000 | ' | ' |
Shares issued for services ($0.02 per share) | 2,000 | 0 | 0 | 2,000 | 0 |
Shares issued for services ($0.02 per share) (in shares) | ' | 125,000 | 0 | ' | ' |
Shares issued for cash ($0.02 per share) | 10,000 | 0 | 0 | 10,000 | 0 |
Shares issued for cash ($0.02 per share) (in shares) | ' | 0 | 384,000 | ' | ' |
Shares issued for cash ($1.80 per share) | 841,000 | 0 | 0 | 841,000 | 0 |
Shares issued for cash ($1.80 per share) (in shares) | ' | 467,310 | 0 | ' | ' |
Shares issued for cash ($2.20 per share) | 2,999,000 | 0 | 0 | 2,999,000 | 0 |
Shares issued for cash ($2.20 per share) (in shares) | ' | 1,363,364 | 0 | ' | ' |
Issuance costs | -813,000 | 0 | 0 | -813,000 | 0 |
Shares issued in initial public offering ($4.00 per share) | 13,800,000 | 1,000 | 0 | 13,799,000 | 0 |
Shares issued in initial public offering ($4.00 per share) (in shares) | ' | 3,450,000 | 0 | ' | ' |
Issuance costs of initial public offering | -2,727,000 | 0 | 0 | -2,727,000 | 0 |
Share based payments of warrants | 240,000 | 0 | 0 | 240,000 | 0 |
Shares issued for services ($1.80 per share) | 264,000 | 0 | 0 | 264,000 | 0 |
Shares issued for services ($1.80 per share) (in shares) | ' | 146,644 | 0 | ' | ' |
Shares issued for services ($2.20 per share) | 1,614,000 | 0 | 0 | 1,614,000 | 0 |
Shares issued for services ($2.20 per share) (in shares) | ' | 733,523 | 0 | ' | ' |
Shares issued for services ($4.00 per share) | 72,000 | 0 | 0 | 72,000 | 0 |
Shares issued for services ($4.00 per share) (in shares) | ' | 18,000 | 0 | ' | ' |
Shares issued for services ($4.94 per share) | 103,000 | 0 | 0 | 103,000 | 0 |
Shares issued for services ($4.94 per share) (in shares) | ' | 20,799 | 0 | ' | ' |
Shares issued to retire payable ($4.00 per share) | 440,000 | 0 | 0 | 440,000 | 0 |
Shares issued to retire payable ($4.00 per share) (in shares) | ' | 110,000 | 0 | ' | ' |
Conversion of shares | 0 | 0 | 0 | 0 | 0 |
Conversion of shares (in shares) | ' | 1,075,000 | -860,000 | ' | ' |
Share based compensation | 437,000 | 0 | 0 | 437,000 | 0 |
Share based compensation (in shares) | ' | 177,375 | 0 | ' | ' |
Net loss | -8,679,000 | 0 | 0 | 0 | -8,679,000 |
Balances at Dec. 31, 2012 | 8,636,000 | 1,000 | 0 | 17,314,000 | -8,679,000 |
Balances (in shares) at Dec. 31, 2012 | ' | 8,752,015 | 0 | ' | ' |
Shares issued for services ($5.00 per share) | 150,000 | 0 | 0 | 150,000 | 0 |
Shares issued for services ($5.00 per share) (in shares) | ' | 30,000 | 0 | ' | ' |
Shares issued for services ($9.12 per share) | 102,000 | 0 | 0 | 102,000 | 0 |
Shares issued for services ($9.12 per share) (in shares) | ' | 11,250 | 0 | ' | ' |
Shares issued upon exercise of warrant ($2.20 per share) | 39,000 | 0 | 0 | 39,000 | 0 |
Shares issued upon exercise of warrant ($2.20 per share) (in shares) | ' | 17,409 | 0 | ' | ' |
Share based compensation | 110,000 | 0 | 0 | 110,000 | 0 |
Share based compensation (in shares) | ' | 0 | 0 | ' | ' |
Net loss | -4,125,000 | 0 | 0 | 0 | -4,125,000 |
Balances at Sep. 30, 2013 | $4,912,000 | $1,000 | $0 | $17,715,000 | ($12,804,000) |
Balances (in shares) at Sep. 30, 2013 | ' | 8,810,674 | 0 | ' | ' |
Condensed_Statement_of_Stockho1
Condensed Statement of Stockholders' Equity [Parenthetical] (USD $) | 9 Months Ended | 59 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Common Stock [Member] | ' | ' |
Par value of common stock issued for services one | ' | $0.02 |
Par value of common stock issued two | ' | $1.80 |
Par value of common stock issued three | ' | $2.20 |
Par value of shares issued in initial public offering | ' | $4 |
Par value of common stock issued for services two | ' | $1.80 |
Par value of common stock issued for services three | ' | $2.20 |
Par value of common stock issued for services four | ' | $4 |
Par value of common stock issued for services five | ' | $4.94 |
Par value of shares issued to retire payable | ' | $4 |
Par value of common stock issued for services six | $5 | ' |
Par value of common stock issued for services Seven | $9.12 | ' |
Par value of common stock issued Exercise Of Warrant | $2.20 | ' |
Common Class B [Member] | ' | ' |
Par value of common stock issued one | ' | $0.02 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (USD $) | 9 Months Ended | 68 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($4,125,000) | ($3,017,000) | ($12,804,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Common stock issued or issuable for services | 181,000 | 119,000 | 1,710,000 |
Share based payments | 110,000 | 116,000 | 432,000 |
Depreciation | 154,000 | 60,000 | 311,000 |
Abandonment of capitalized patent | 4,000 | 0 | 4,000 |
Deferred rent | -2,000 | 18,000 | 33,000 |
Change in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | -94,000 | 323,000 | -154,000 |
Other assets | 0 | 10,000 | -10,000 |
Accounts payable | -71,000 | 156,000 | 699,000 |
Accrued compensation | 538,000 | 301,000 | 821,000 |
Net cash used in operating activities | -3,305,000 | -1,914,000 | -8,958,000 |
Cash flows from investing activities: | ' | ' | ' |
Acquisition of fixed assets | -170,000 | -286,000 | -706,000 |
Disbursements for patents and other intangible assets | -602,000 | -242,000 | -1,220,000 |
Net cash used in investing activities | -772,000 | -528,000 | -1,926,000 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuance of common stock for cash, net of offering costs | 39,000 | 11,200,000 | 14,921,000 |
Proceeds from issuance of short term promissory note | 0 | 98,000 | 98,000 |
Principal payments on promissory notes | 0 | -146,000 | -146,000 |
Net cash provided by financing activities | 39,000 | 11,152,000 | 14,873,000 |
Net increase (decrease) in cash and cash equivalents | -4,038,000 | 8,710,000 | 3,989,000 |
Cash and cash equivalents, beginning of period | 8,027,000 | 930,000 | 0 |
Cash and cash equivalents, end of period | 3,989,000 | 9,640,000 | 3,989,000 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Cash paid during the period for interest | $0 | $1,000 | $1,000 |
Supplemental_disclosure_of_non
Supplemental disclosure of non-cash investing and financing activities (USD $) | 9 Months Ended | 68 Months Ended | 9 Months Ended | 68 Months Ended | 9 Months Ended | 68 Months Ended | 9 Months Ended | 68 Months Ended | ||||||
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Issue One [Member] | Issue Two [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Directors [Member] | Directors [Member] | MDB Capital Group LLC [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock Offering [Member] | Common Class B [Member] | |||
Number Of Stock To Be Issued Upon Conversion Of Warrants (in shares) | ' | 136,368 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Authorized For Issuance To Acquire Common Stock Shares Number (in shares) | 345,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based payments of warrants | $128,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000 | 3,555 | ' | ' |
Common stock issued in partial satisfaction of accounts payable | 440,000 | 8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services (in shares) | ' | ' | ' | ' | 11,250 | 18,000 | 2,000 | 30,000 | 20,799 | 454,547 | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued for Services | ' | ' | ' | ' | 102,000 | 72,000 | 4,000 | 150,000 | 103,000 | 1,000,000 | ' | ' | ' | ' |
Common stock issued for issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 580,000 | ' |
Common stock issued, shares (in shares) | ' | 68,091 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued | ' | 126,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares issued to discharge common stock to be issued (in shares) | ' | 49,728 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares cancelled (in shares) | ' | 5,825 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock value cancelled | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares swapped (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 860,000 |
Common stock shares held by founders (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,075,000 |
Common Stock Share Issued To Partially Satisfy Compensation (in shares) | ' | 52,375 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock value issued to partially satisfy compensation | ' | 115,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable to vendors | ' | 46,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of assets acquired | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Bearing Promissory Note | ' | 48,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued During Period Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64,000 | ' |
Stock Issued During Period, Shares, Other (in shares) | ' | 10,834 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Other | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Value Issued To Discharge Common Stock To Be Issued One | ' | 99,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Value Issued To Discharge Common Stock To Be Issued Two | ' | 90,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Shares Issued (in shares) | ' | ' | 50,000 | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Granted During Period, Value, Share-based Compensation, Gross | ' | $275,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Public Offering For Under writing Fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 263,637 | ' |
Organization_and_Description_o
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Organization, Consolidation, Basis Of Presentation, Business Description and Accounting Policies [Text Block] | ' |
Note 1 – Organization and Description of Business | |
ClearSign Combustion Corporation (ClearSign or the Company) is a development stage company located in Seattle, Washington and incorporated in the state of Washington on January 23, 2008. The Company was formed to design, develop and market technologies that improve both the energy efficiency and emission control characteristics of combustion systems. The Company’s primary technologies include its Electrodynamic Combustion Control™ or ECC™ technology, which introduces a computer-controlled electric field into the combustion region which may better control gas-phase chemical reactions and improve system performance and cost-effectiveness, and its Duplex™ technology, which achieves very low emissions without the need of external flue gas recirculation, selective catalytic reduction, or higher excess air operation. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
Note 2 – Summary of Significant Accounting Policies | |
Basis of Presentation | |
The accompanying unaudited condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission 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, 2012 has been derived from the Company’s audited financial statements. | |
In the opinion of management, these financial statements reflect all normal recurring and other adjustments necessary for a fair presentation. These financial statements should be read in conjunction with the audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2012. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods. | |
Development Stage Enterprise | |
The Company is a development stage company as defined in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, Development Stage Entities. The Company is devoting substantially all of its present efforts to design and develop new technologies in combustion systems and its planned principal operations have not yet commenced. The Company has not generated any significant revenues from operations and has no assurance of any future revenues. All losses accumulated since January 23, 2008 have been considered as part of the Company's development stage activities. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 | |
The Company recognizes revenue on co-development agreements using the percentage completion method. Under this method, the completion percentage is determined by dividing costs incurred to date by total estimated project costs. Since these projects will require technological development to complete, which by its nature is difficult to predict, the actual cost required to complete contracted work may vary from estimates. Estimated project costs are revised regularly which can alter the reported level of project profitability. Any estimated project losses are recognized in the current reporting period. Customer billings are recorded when cash receipt is probable and in accordance with the underlying co-development contract. If billings exceed recognized revenue, the difference is recorded as a current liability, while any recognized revenues exceeding billings are recorded as a current asset. Recognized revenues are subject to revisions as the contract progresses to completion and actual revenue and cost become certain. Revisions in revenue estimates are reflected in the period in which the facts that give rise to the revision become known. | |
Cost of Revenue | |
Cost of co-development revenue includes both direct and allocated indirect costs of completing the scope of work of co-development agreements. Direct costs include labor, materials and other costs incurred directly in fulfilling co-development agreements. Indirect costs include labor, rent, depreciation and other costs associated with operating the Company. Due to the nature of the work involved, the cost of co-development projects may fluctuate substantially from period to period. | |
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. | |
Fixed Assets | |
Fixed assets are recorded at cost. 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 thirty months 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, which has not yet occurred. | |
Impairment of Long-Lived Assets | |
The Company tests long-lived 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. 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. During the nine months ended September 30, 2013, the Company recorded an impairment loss of $4,000 from abandonment of a capitalized patent. As of December 31, 2012, the Company determined that there was no impairment. | |
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 Company's financial instruments primarily consist of cash and cash equivalents, accounts payable and accrued expenses. 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 attributed to the short 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. | |
Deferred Rent | |
Operating lease agreements which contain provisions for future rent increases or periods in which rent payments are reduced or abated are recorded in monthly rent expense in the amount of the total payments over the lease term divided by the number of months of the lease term. The difference between rent expense recorded and the amount paid is credited or charged to deferred rent which is reflected on the accompanying balance sheet. | |
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 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 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. | |
Stock Issuance Costs | |
Stock issuance costs are recorded as a reduction of the related proceeds through a charge to stockholders’ equity. | |
Common Stock | |
The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied. | |
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. Potentially dilutive shares outstanding amounted to 1,107,324 and 920,743 at September 30, 2013 and 2012, respectively. | |
Recently Issued Accounting Pronouncements | |
Management does not believe that any recently issued, but not yet effective standards, if adopted, will have a material effect on the financial statements. | |
Emerging Growth Company | |
The Company is an emerging growth company as defined under the Jumpstart Our Business Startups Act of 2012 (JOBS Act). An emerging growth company may delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company will remain an emerging growth company until December 31, 2017, although it will lose that status sooner if its revenues exceed $1 billion, if it issues more than $1 billion in non-convertible debt in a three year period, or if the market value of its common stock that is held by non-affiliates exceeds $700 million as of any June 30. At June 30, 2013, the market value of its common stock that is held by non-affiliates totaled $60 million. | |
Fixed_Assets
Fixed Assets | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
Note 3 – Fixed Assets | ||||||||
Fixed assets are summarized as follows: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Machinery and equipment | $ | 596,000 | $ | 444,000 | ||||
Office furniture and equipment | 91,000 | 71,000 | ||||||
Leasehold improvements | 30,000 | 29,000 | ||||||
Accumulated depreciation | -311,000 | -157,000 | ||||||
406,000 | 387,000 | |||||||
Construction in progress | 10,000 | 13,000 | ||||||
$ | 416,000 | $ | 400,000 | |||||
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | |||||||||
Note 4 – 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. | ||||||||||
In April and May 2012, the Company completed an initial public offering (IPO) whereby 3,450,000 shares of common stock were issued at $4.00 per share, which included the exercise of the overallotment allowance by the underwriter, MDB Capital Group LLC (MDB). Gross proceeds from the IPO totaled $13.8 million and net cash proceeds approximated $11.2 million. Expenses of the offering approximated $2.7 million, including underwriter fees of $1.2 million paid to MDB along with a warrant to purchase 345,000 shares of ClearSign’s common stock at $5.00 per share exercisable from April 2013 to April 2017 and valued at $128,000, qualified independent underwriter fees of $110,000, underwriter legal fees of $125,000, underwriter expenses of $35,000, and issuer legal fees of $822,000, which was paid in part through the issuance of 110,000 shares of the Company’s common stock to its legal counsel at a price of $4.00 per share. | ||||||||||
Equity Incentive Plan | ||||||||||
The Company has an Equity Incentive Plan (the Plan) which provides for the granting of options to purchase shares of common stock, stock awards to purchase shares at no less than 85% of the value of the shares, and stock bonuses to officers, employees, board members, consultants, and advisors. 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. As of September 30, 2013, the number of shares reserved for issuance under the Plan totaled 989,559 shares. The Plan provides for quarterly increases in the available number of authorized shares equal to the lesser of 10% 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. | ||||||||||
In January 2013, the Company granted 203,990 stock options under the Plan to certain employees. The stock options have an exercise price of $4.88 per share, the grant date fair value, a contractual life of 10 years, and vest over four years. The fair value of stock options granted in January 2013 estimated on the date of grant using the Black-Scholes option valuation model was $302,000. The recognized compensation expense associated with these grants for the three and nine months ended September 30, 2013 was $19,000 and $57,000, respectively. The following weighted-average assumptions were utilized in the calculation of the fair value of the stock options: | ||||||||||
Expected life | 6.25 years | |||||||||
Weighted average volatility | 33% | |||||||||
Forfeiture rate | 13% | |||||||||
Weighted average risk-free interest rate | 1.29% | |||||||||
Expected dividend rate | - | |||||||||
In January 2013, the Company granted 30,000 shares of common stock from the Plan to its three independent directors in accordance with agreements for board service in 2013. The fair value of the stock at the time of grant was $5.00 per share for a total value of $150,000 which the Company will recognize in general and administrative expense on a quarterly basis in 2013, including $37,000 and $112,000 for the three and nine months ended September 30, 2013, respectively. | ||||||||||
Outstanding stock option grants at September 30, 2013 and December 31, 2012 totaled 563,365 and 359,375 with 305,636 and 242,188 being vested and exercisable at September 30, 2013 and December 31, 2012, respectively. Stock grants made to date through September 30, 2013 and December 31, 2012 totaled 175,799 shares and 145,799 shares, respectively. Of these amounts, 48,000 and 60,000 at September 30, 2013 and December 31, 2012, respectively, are subject to declining repurchase rights by the Company at $0.0001 per share through September 30, 2016. The recognized compensation expense associated with these grants for the three and nine months ended September 30, 2013 and 2012 and for the period from inception (January 23, 2008) to September 30, 2013 totaled $35,000, $110,000, $20,000, $115,000, and $432,000, respectively. At September 30, 2013, the number of shares reserved under the Plan but unissued totaled 250,395. At September 30, 2013, there was $393,000 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 2.5 years. | ||||||||||
Consultant Stock Plan | ||||||||||
On May 2, 2013, the shareholders approved the 2013 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 grants 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 the date of adoption of May 2, 2013 and September 30, 2013 totaled 75,000 and 75,113 shares, respectively. 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 11,250 shares from the Consultant Plan to a consultant for 2013 services. The fair value of the stock at the time of grant was $9.12 per share for a total value of $102,000 which the Company will recognize in general and administrative expense on a quarterly basis over the remainder of 2013. The Consultant Plan expense for the three and nine months ended September 30, 2013 was $34,000 and $68,000, respectively. | ||||||||||
Warrants | ||||||||||
The Company has the following warrants outstanding at September 30, 2013: | ||||||||||
Total Outstanding Warrants | ||||||||||
Exercise Price | Warrants | Weighted Average | Life | |||||||
Exercise Price | (in years) | |||||||||
$ | 1.8 | 80,000 | $ | 1.8 | 7.39 | |||||
$ | 2.2 | 118,959 | $ | 2.2 | 2.61 | |||||
$ | 5 | 345,000 | $ | 5 | 3.57 | |||||
543,959 | $ | 3.92 | ||||||||
In August 2013, a warrant to purchase 17,409 shares of common stock at $2.20 per share was exercised whereby the Company received $39,000 in proceeds. | ||||||||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 5 – Related Party Transactions | |
For the three and nine months ended September 30, 2013 and 2012 and for the period from inception (January 23, 2008) to September 30, 2013, the Company incurred consulting fees of $30,000, $90,000, $30,000, $90,000 and $389,000, respectively, to the Alternative Energy Resource Alliance, a non-profit organization whose executive director is David Goodson. In exchange, Mr. Goodson provides services as the Company’s Chief Science Officer. Mr. Goodson is a director and co-founder of the Company and, through an irrevocable trust, a significant beneficial owner of the Company's common stock. | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
Note 6 – Commitments and Contingencies | |||||
The Company has a triple net lease for office and laboratory space for the period November 2011 to February 2017. Under the terms of the lease, the Company paid no rent for the period November 2011 to February 2012. Rent payments commenced in March 2012 and rent escalates annually by 3%. The Company records monthly rent expense equal to the total of the payments over the lease term divided by the number of months of the lease term. Therefore, rent expense of $18,000 was accrued for the nine months ended September 30, 2012 and for the nine months ended September 30, 2013 the deferred rent was reduced by $2,000. Under the terms of the lease, the Company also pays triple net operating costs which currently approximate $2,000 per month. Minimum future payments under the lease at September 30, 2013 are as follows: | |||||
2013 | $ | 27,000 | |||
2014 | 111,000 | ||||
2015 | 115,000 | ||||
2016 | 118,000 | ||||
2017 | 20,000 | ||||
$ | 391,000 | ||||
For the three and nine months ended September 30 2013 and 2012 and for the period from inception (January 23, 2008) to September 30, 2013, rent expense amounted to $34,000, $101,000, $34,000, $103,000 and $374,000, respectively. | |||||
Effective January 1, 2012, the Company entered into an Employment Agreement (the Agreement) with Richard Rutkowski, its Chief Executive Officer. Unless earlier terminated, the Agreement will continue for a term of three years. Compensation includes an annual salary of $355,000 with annual cost-of-living adjustments, annual cash and equity bonuses based on performance standards established by the Compensation Committee of the Board of Directors, medical and dental benefits for Mr. Rutkowski and his family, disability insurance, and term life insurance for the benefit of his dependents. Mr. Rutkowski’s employment may be terminated by the Company without cause under certain circumstances, as defined in the Agreement. If Mr. Rutkowski’s employment is terminated without cause, a severance payment would be due in the amount of compensation that would have been due had his employment not been terminated or one year of the current annual compensation, whichever is greater. | |||||
The Company has agreements with its three independent directors to compensate them annually after the Company’s common stock commenced trading publicly. The obligation totals $300,000 per year of which $150,000 is to be paid with the Company’s common stock at fair value. | |||||
The Company’s former legal advisors, Perkins Coie LLP, previously advised the Company in March 2012 that they believe TWB Investment Partnership II, L.P., a party related to Perkins Coie LLP, has the right to acquire 25,250 shares of the Company’s common stock at $0.02 per share pursuant to an engagement letter dated December 4, 2007. The claim was denied since, among other defenses, management believes it entered into a full settlement of all amounts owed to Perkins Coie LLP in November 2011. There has been no further communication with Perkins Coie LLP regarding the matter since March 2012. | |||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis Of Accounting Policy [Policy Text Block] | ' |
Basis of Presentation | |
The accompanying unaudited condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission 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, 2012 has been derived from the Company’s audited financial statements. | |
In the opinion of management, these financial statements reflect all normal recurring and other adjustments necessary for a fair presentation. These financial statements should be read in conjunction with the audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2012. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods. | |
Development Stage Enterprise Policy [Policy Text Block] | ' |
Development Stage Enterprise | |
The Company is a development stage company as defined in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, Development Stage Entities. The Company is devoting substantially all of its present efforts to design and develop new technologies in combustion systems and its planned principal operations have not yet commenced. The Company has not generated any significant revenues from operations and has no assurance of any future revenues. All losses accumulated since January 23, 2008 have been considered as part of the Company's development stage activities. | |
Use Of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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, Policy [Policy Text Block] | ' |
Revenue Recognition | |
The Company recognizes revenue on co-development agreements using the percentage completion method. Under this method, the completion percentage is determined by dividing costs incurred to date by total estimated project costs. Since these projects will require technological development to complete, which by its nature is difficult to predict, the actual cost required to complete contracted work may vary from estimates. Estimated project costs are revised regularly which can alter the reported level of project profitability. Any estimated project losses are recognized in the current reporting period. Customer billings are recorded when cash receipt is probable and in accordance with the underlying co-development contract. If billings exceed recognized revenue, the difference is recorded as a current liability, while any recognized revenues exceeding billings are recorded as a current asset. Recognized revenues are subject to revisions as the contract progresses to completion and actual revenue and cost become certain. Revisions in revenue estimates are reflected in the period in which the facts that give rise to the revision become known. | |
Cost of Sales, Policy [Policy Text Block] | ' |
Cost of Revenue | |
Cost of co-development revenue includes both direct and allocated indirect costs of completing the scope of work of co-development agreements. Direct costs include labor, materials and other costs incurred directly in fulfilling co-development agreements. Indirect costs include labor, rent, depreciation and other costs associated with operating the Company. Due to the nature of the work involved, the cost of co-development projects may fluctuate substantially from period to period. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
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. | |
Fixed Assets Policy [Policy Text Block] | ' |
Fixed Assets | |
Fixed assets are recorded at cost. 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 thirty months to four years. Maintenance and repairs are expensed as incurred. | |
Patents and Trademarks Policy [Policy Text Block] | ' |
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, which has not yet occurred. | |
Impairment Of Long Lived Asset Policy [Policy Text Block] | ' |
Impairment of Long-Lived Assets | |
The Company tests long-lived 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. 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. During the nine months ended September 30, 2013, the Company recorded an impairment loss of $4,000 from abandonment of a capitalized patent. As of December 31, 2012, the Company determined that there was no impairment. | |
Fair Value Of Financial Instruments, Policy [Policy Text Block] | ' |
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 Company's financial instruments primarily consist of cash and cash equivalents, accounts payable and accrued expenses. 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 attributed to the short 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 Expense, Policy [Policy Text Block] | ' |
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. | |
Deferred Rent Policy [Policy Text Block] | ' |
Deferred Rent | |
Operating lease agreements which contain provisions for future rent increases or periods in which rent payments are reduced or abated are recorded in monthly rent expense in the amount of the total payments over the lease term divided by the number of months of the lease term. The difference between rent expense recorded and the amount paid is credited or charged to deferred rent which is reflected on the accompanying balance sheet. | |
Income Tax, Policy [Policy Text Block] | ' |
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 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. | |
Share-Based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock-Based Compensation | |
The costs of all employee stock options, as well as other equity-based compensation arrangements, are reflected in the 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. | |
Stock Issuance Cost Policy [Policy Text Block] | ' |
Stock Issuance Costs | |
Stock issuance costs are recorded as a reduction of the related proceeds through a charge to stockholders’ equity. | |
Common Stock Policy [Policy Text Block] | ' |
Common Stock | |
The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
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. Potentially dilutive shares outstanding amounted to 1,107,324 and 920,743 at September 30, 2013 and 2012, respectively. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recently Issued Accounting Pronouncements | |
Management does not believe that any recently issued, but not yet effective standards, if adopted, will have a material effect on the financial statements. | |
Growing Company [Policy Text Block] | ' |
Emerging Growth Company | |
The Company is an emerging growth company as defined under the Jumpstart Our Business Startups Act of 2012 (JOBS Act). An emerging growth company may delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company will remain an emerging growth company until December 31, 2017, although it will lose that status sooner if its revenues exceed $1 billion, if it issues more than $1 billion in non-convertible debt in a three year period, or if the market value of its common stock that is held by non-affiliates exceeds $700 million as of any June 30. At June 30, 2013, the market value of its common stock that is held by non-affiliates totaled $60 million. | |
Fixed_Assets_Tables
Fixed Assets (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Fixed assets are summarized as follows: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Machinery and equipment | $ | 596,000 | $ | 444,000 | ||||
Office furniture and equipment | 91,000 | 71,000 | ||||||
Leasehold improvements | 30,000 | 29,000 | ||||||
Accumulated depreciation | -311,000 | -157,000 | ||||||
406,000 | 387,000 | |||||||
Construction in progress | 10,000 | 13,000 | ||||||
$ | 416,000 | $ | 400,000 | |||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | |||||||||
The following weighted-average assumptions were utilized in the calculation of the fair value of the stock options: | ||||||||||
Expected life | 6.25 years | |||||||||
Weighted average volatility | 33% | |||||||||
Forfeiture rate | 13% | |||||||||
Weighted average risk-free interest rate | 1.29% | |||||||||
Expected dividend rate | - | |||||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | ' | |||||||||
The Company has the following warrants outstanding at September 30, 2013: | ||||||||||
Total Outstanding Warrants | ||||||||||
Exercise Price | Warrants | Weighted Average | Life | |||||||
Exercise Price | (in years) | |||||||||
$ | 1.8 | 80,000 | $ | 1.8 | 7.39 | |||||
$ | 2.2 | 118,959 | $ | 2.2 | 2.61 | |||||
$ | 5 | 345,000 | $ | 5 | 3.57 | |||||
543,959 | $ | 3.92 | ||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
Minimum future payments under the lease at September 30, 2013 are as follows: | |||||
2013 | $ | 27,000 | |||
2014 | 111,000 | ||||
2015 | 115,000 | ||||
2016 | 118,000 | ||||
2017 | 20,000 | ||||
$ | 391,000 | ||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Textual) (USD $) | 9 Months Ended | 68 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | |
Cash, FDIC Insured Amount | $250,000 | ' | $250,000 | ' | ' |
Exploration Abandonment and Impairment Expense | 4,000 | 0 | 4,000 | ' | ' |
Weighted Average Number of Shares Outstanding, Diluted | 1,107,324 | 920,743 | ' | ' | ' |
Emerging Growth Company Minimum Revenue | 1,000,000,000 | ' | ' | ' | ' |
Emerging Growth Company Non Convertible Debt | 1,000,000,000 | ' | 1,000,000,000 | ' | ' |
Emerging Growth Company Minimum Non-Affiliate Market Value Of Common Stock | ' | ' | ' | 700,000,000 | 700,000,000 |
Tax Benefits Recognized Description | 'The tax benefits recognized in the 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. | ' | ' | ' | ' |
Emerging Growth Company Non-Affiliate Market Value Of Common Stock | ' | ' | ' | $60,000,000 | ' |
Fixed_Assets_Details
Fixed Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Machinery and equipment | $596,000 | $444,000 |
Office furniture and equipment | 91,000 | 71,000 |
Leasehold improvements | 30,000 | 29,000 |
Accumulated depreciation | -311,000 | -157,000 |
Property Plant and Equipment Gross Excluding Construction In Progress | 406,000 | 387,000 |
Construction in progress | 10,000 | 13,000 |
Property, Plant and Equipment, Net, Total | $416,000 | $400,000 |
Stockholders_Equity_Details
Stockholders' Equity (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Expected life | '6 years 3 months |
Weighted average volatility | 33.00% |
Forfeiture rate | 13.00% |
Weighted average risk-free interest rate | 1.29% |
Expected dividend rate | 0.00% |
Stockholders_Equity_Details_1
Stockholders' Equity (Details 1) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Warrants Outstanding | 543,959 |
Warrants Outstanding Weighted Average Exercise Price | $3.92 |
Warrant 1 [Member] | ' |
Warrants Exercise Price | $1.80 |
Warrants Outstanding | 80,000 |
Warrants Outstanding Weighted Average Exercise Price | $1.80 |
Warrants Outstanding Remaining Life (in Years) | '7 years 4 months 20 days |
Warrant 2 [Member] | ' |
Warrants Exercise Price | $2.20 |
Warrants Outstanding | 118,959 |
Warrants Outstanding Weighted Average Exercise Price | $2.20 |
Warrants Outstanding Remaining Life (in Years) | '2 years 7 months 10 days |
Warrant 3 [Member] | ' |
Warrants Exercise Price | $5 |
Warrants Outstanding | 345,000 |
Warrants Outstanding Weighted Average Exercise Price | $5 |
Warrants Outstanding Remaining Life (in Years) | '3 years 6 months 25 days |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 59 Months Ended | 68 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 59 Months Ended | 3 Months Ended | 9 Months Ended | 2 Months Ended | ||||||||
31-May-12 | Sep. 30, 2013 | Sep. 30, 2012 | 31-May-12 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | 2-May-13 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | 31-May-12 | 31-May-12 | 31-May-12 | 31-May-12 | |
Director [Member] | Consultant Plan [Member] | Consultant Plan [Member] | Consultant Plan [Member] | Consultant Plan [Member] | Common Stock [Member] | Common Stock [Member] | Equity Incentive Plan [Member] | Equity Incentive Plan [Member] | Qualified Independent Underwriter Fees [Member] | Underwriter Legal Fees [Member] | Underwriter Expenses [Member] | Legal Fees [Member] | ||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||||
Shares issued in initial public offering ($4.00 per share) (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,450,000 | ' | ' | ' | ' | ' | ' |
Par value of shares issued in initial public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4 | ' | ' | ' | ' | ' | ' |
Shares issued in initial public offering ($4.00 per share) | ' | ' | ' | ' | ' | ' | ' | $13,800,000 | ' | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock | ' | ' | ' | ' | ' | ' | 11,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Underwriter Fees | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise Price Of Warrants | ' | ' | ' | ' | ' | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Authorized For Issuance To Acquire Common Stock Value | ' | ' | ' | 128,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued for Noncash Considerations | 110,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000 | 125,000 | 35,000 | 822,000 |
Common Stock, Shares Authorized | ' | 62,500,000 | ' | ' | 62,500,000 | ' | ' | ' | 62,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance costs of initial public offering | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | ' | 2,000,000 | ' | ' | 2,000,000 | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Purchase Price Share Minimum | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | 989,559 | ' | ' | 989,559 | ' | ' | ' | 989,559 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase Decrease Of Share Based Compensation Arrangement By Share Based Payment Award Percentage | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable - Common Stock | ' | 305,636 | ' | ' | 305,636 | ' | 242,188 | 242,188 | 305,636 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | ' | 563,365 | ' | ' | 563,365 | ' | 359,375 | 359,375 | 563,365 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Declining Repurchase Rights Per Share | ' | $0.00 | ' | ' | $0.00 | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based payments | ' | 35,000 | 20,000 | ' | 110,000 | 116,000 | ' | ' | 432,000 | ' | 34,000 | 68,000 | ' | ' | ' | ' | 19,000 | 57,000 | ' | ' | ' | ' |
Shares Reserved Unissued | ' | 250,395 | ' | ' | 250,395 | ' | ' | ' | 250,395 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | ' | 393,000 | ' | ' | 393,000 | ' | ' | ' | 393,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | ' | '2 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock grants | ' | ' | ' | ' | 175,799 | ' | 145,799 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Base Compensation Arrangements By Share Based Payments Awards Granted | ' | ' | ' | ' | 302,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Fair Value | ' | ' | ' | ' | $4.88 | ' | ' | ' | ' | ' | ' | $9.12 | ' | ' | ' | ' | ' | $5 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted - Common Stock | ' | ' | ' | ' | 203,990 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Granted During Period, Value, Share-based Compensation, Gross | ' | ' | ' | ' | ' | ' | ' | ' | 275,000 | ' | ' | ' | ' | 102,000 | ' | ' | ' | 150,000 | ' | ' | ' | ' |
Declining Repurchase Rights Value | ' | 48,000 | ' | ' | 48,000 | ' | 60,000 | 60,000 | 48,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period For Non Cash Consideration Price Per Share | $4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, General and Administrative Expense | ' | 37,000 | ' | ' | 112,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,113 | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares Issued For Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' | 11,250 | ' | ' | ' | ' | ' | ' | ' |
Stock Option Plan Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Exercise Of Warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,409 | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Par Value Exercise Of Warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.20 | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Exercise Of Warrant | ' | ' | ' | ' | $39,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 68 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Consulting Fee | $30,000 | $90,000 | $30,000 | $90,000 | $389,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2013 |
2013 | $27,000 |
2014 | 111,000 |
2015 | 115,000 |
2016 | 118,000 |
2017 | 20,000 |
Operating Leases, Future Minimum Payments Due | $391,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 68 Months Ended | ||
Dec. 31, 2007 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | |
Rent Expense Escalation Percentage | ' | ' | ' | 3.00% | ' | ' | ' |
Operating Leases, Rent Expense, Net | ' | ' | ' | ' | $18,000 | ' | ' |
Operating Leases, Rent Expense | ' | 34,000 | 101,000 | 34,000 | 103,000 | ' | 374,000 |
Contractual Obligation | ' | 300,000 | ' | 300,000 | ' | ' | 300,000 |
Obligation To Pay In Common Stock At Fair Value | ' | 150,000 | ' | 150,000 | ' | ' | 150,000 |
Employee Benefits and Share-based Compensation | ' | ' | ' | ' | ' | 355,000 | ' |
Loss Contingency Right To Acquire Common Stock Denied | 25,250 | ' | ' | ' | ' | ' | ' |
Loss Contingency Right To Acquire Common Stock Denied, Exercise Price | $0.02 | ' | ' | ' | ' | ' | ' |
Triple Net Operating Cost | ' | ' | ' | 2,000 | ' | ' | ' |
Reduction In Deferred Rent | ' | ' | ' | $2,000 | ' | ' | ' |