Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 8-May-14 | |
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 | ' | 9,631,913 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
ASSETS | ' | ' |
Cash and cash equivalents | $6,503,000 | $2,688,000 |
Prepaid expenses | 42,000 | 118,000 |
Total current assets | 6,545,000 | 2,806,000 |
Fixed assets, net | 386,000 | 427,000 |
Patents and other intangible assets | 1,779,000 | 1,459,000 |
Other assets | 10,000 | 10,000 |
Total Assets | 8,720,000 | 4,702,000 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable | 284,000 | 297,000 |
Accrued compensation and taxes | 322,000 | 586,000 |
Total current liabilities | 606,000 | 883,000 |
Deferred rent | 40,000 | 31,000 |
Total liabilities | 646,000 | 914,000 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred stock, $0.0001 par value, zero shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 9,631,913 and 8,810,674 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 1,000 | 1,000 |
Additional paid-in capital | 23,683,000 | 17,751,000 |
Deficit accumulated in the development stage | -15,610,000 | -13,964,000 |
Total stockholders' equity | 8,074,000 | 3,788,000 |
Total Liabilities and Stockholders' Equity | $8,720,000 | $4,702,000 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets [Parenthetical] (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
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 | 9,631,913 | 8,810,674 |
Common stock, shares outstanding | 9,631,913 | 8,810,674 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (USD $) | 3 Months Ended | 74 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Co-development revenue | $0 | $0 | $93,000 |
Cost of co-development revenue | 0 | 0 | 88,000 |
Gross profit | 0 | 0 | 5,000 |
Operating expenses: | ' | ' | ' |
Research and development | 607,000 | 458,000 | 4,165,000 |
General and administrative | 1,040,000 | 903,000 | 11,487,000 |
Total operating expenses | 1,647,000 | 1,361,000 | 15,652,000 |
Loss from operations | -1,647,000 | -1,361,000 | -15,647,000 |
Other income (expense): | ' | ' | ' |
Interest income | 1,000 | 4,000 | 38,000 |
Interest expense | 0 | 0 | -1,000 |
Total other income (expense) | 1,000 | 4,000 | 37,000 |
Net Loss | ($1,646,000) | ($1,357,000) | ($15,610,000) |
Net Loss per share - basic and fully diluted (in dollars per share) | ($0.18) | ($0.15) | ($3.26) |
Weighted average number of shares outstanding - basic and fully diluted (in shares) | 9,060,163 | 8,781,348 | 4,795,460 |
Condensed_Statement_of_Stockho
Condensed Statement of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit during Development Stage [Member] | Common Class B [Member] |
Balances at Jan. 22, 2008 | ' | ' | ' | ' | ' |
Shares issued to founders, at no cost | 33,000 | 0 | 33,000 | 0 | 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 | 2,000 | 0 | 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 | 10,000 | 0 | 0 |
Shares issued for cash ($0.02 per share) (in shares) | ' | 0 | ' | ' | 384,000 |
Share based payments of warrants | 240,000 | 0 | 240,000 | 0 | 0 |
Shares issued for cash ($1.80 per share) | 841,000 | 0 | 841,000 | 0 | 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 | 2,999,000 | 0 | 0 |
Shares issued for cash ($2.20 per share) (in shares) | ' | 1,363,364 | ' | ' | 0 |
Issuance costs | -813,000 | 0 | -813,000 | 0 | 0 |
Shares issued in initial public offering ($4.00 per share) | 13,800,000 | 1,000 | 13,799,000 | 0 | 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 | -2,727,000 | 0 | 0 |
Shares issued for services ($1.80 per share) | 264,000 | 0 | 264,000 | 0 | 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 | 1,614,000 | 0 | 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 | 72,000 | 0 | 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 | 103,000 | 0 | 0 |
Shares issued for services ($4.94 per share) (in shares) | ' | 20,799 | ' | ' | 0 |
Shares issued for services ($5.00 per share) | 150,000 | 0 | 150,000 | 0 | 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 | 102,000 | 0 | 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 | 39,000 | 0 | 0 |
Shares issued upon exercise of warrant ($2.20 per share) (in shares) | ' | 17,409 | ' | ' | 0 |
Shares issued to retire payable ($4.00 per share) | 440,000 | 0 | 440,000 | 0 | 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 | 583,000 | 0 | 583,000 | 0 | 0 |
Share based compensation (in shares) | ' | 177,375 | ' | ' | 0 |
Net loss | -13,964,000 | 0 | 0 | -13,964,000 | 0 |
Balances at Dec. 31, 2013 | 3,788,000 | 1,000 | 17,751,000 | -13,964,000 | 0 |
Balances (in shares) at Dec. 31, 2013 | ' | 8,810,674 | ' | ' | 0 |
Shares issued in registered direct offering ($8.00 per share) | 6,500,000 | 0 | 6,500,000 | 0 | 0 |
Shares issued in registered direct offering ($8.00 per share) (in shares) | ' | 812,500 | ' | ' | 0 |
Issuance costs of registered direct offering | -812,000 | 0 | -812,000 | 0 | 0 |
Share based payments of warrants | 92,000 | 0 | 92,000 | 0 | 0 |
Shares issued for services ($10.26 per share) | 55,000 | 0 | 55,000 | 0 | 0 |
Shares issued for services ($10.26 per share) (in shares) | ' | 5,404 | ' | ' | 0 |
Shares issued upon exercise of options ($4.88 per share) | 16,000 | 0 | 16,000 | 0 | 0 |
Shares issued upon exercise of options ($4.88 per share) (in shares) | ' | 3,335 | ' | ' | 0 |
Share based compensation | 81,000 | 0 | 81,000 | 0 | 0 |
Share based compensation (in shares) | ' | 0 | ' | ' | 0 |
Net loss | -1,646,000 | 0 | 0 | -1,646,000 | 0 |
Balances at Mar. 31, 2014 | $8,074,000 | $1,000 | $23,683,000 | ($15,610,000) | $0 |
Balances (in shares) at Mar. 31, 2014 | ' | 9,631,913 | ' | ' | 0 |
Condensed_Statement_of_Stockho1
Condensed Statement of Stockholders' Equity [Parenthetical] (USD $) | 3 Months Ended | 71 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
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 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 |
Par value of shares issued to retire payable | ' | $4 |
Stock issued in registered direct offering price per share | $8 | ' |
Common stock for services per share issue nine | $10.26 | ' |
Stock issued during period par value exercise of options | $4.88 | ' |
Common Class B [Member] | ' | ' |
Par value of common stock issued one | ' | $0.02 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (USD $) | 3 Months Ended | 74 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($1,646,000) | ($1,357,000) | ($15,610,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Common stock issued or issuable for services | 55,000 | 37,000 | 1,836,000 |
Share based payments | 81,000 | 39,000 | 549,000 |
Depreciation | 58,000 | 52,000 | 424,000 |
Abandonment of capitalized patents | 8,000 | 0 | 12,000 |
Deferred rent | 9,000 | -1,000 | 40,000 |
Change in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | 76,000 | 15,000 | -42,000 |
Other assets | 0 | 0 | -10,000 |
Accounts payable | -13,000 | 49,000 | 778,000 |
Accrued compensation | -264,000 | 97,000 | 437,000 |
Net cash used in operating activities | -1,636,000 | -1,069,000 | -11,586,000 |
Cash flows from investing activities: | ' | ' | ' |
Acquisition of fixed assets | -17,000 | -141,000 | -789,000 |
Disbursements for patents and other intangible assets | -328,000 | -162,000 | -1,791,000 |
Net cash used in investing activities | -345,000 | -303,000 | -2,580,000 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuance of common stock for cash, net of offering costs | 5,796,000 | 0 | 20,717,000 |
Proceeds from issuance of short term promissory note | 0 | 0 | 98,000 |
Principal payments on promissory notes | 0 | 0 | -146,000 |
Net cash provided by financing activities | 5,796,000 | 0 | 20,669,000 |
Net increase (decrease) in cash and cash equivalents | 3,815,000 | -1,372,000 | 6,503,000 |
Cash and cash equivalents, beginning of period | 2,688,000 | 8,027,000 | 0 |
Cash and cash equivalents, end of period | 6,503,000 | 6,655,000 | 6,503,000 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Cash paid during the period for interest | $0 | $0 | $1,000 |
Supplemental_disclosure_of_non
Supplemental disclosure of non-cash investing and financing activities (USD $) | 3 Months Ended | 74 Months Ended | 3 Months Ended | 74 Months Ended | 3 Months Ended | 74 Months Ended | ||||||||
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Issue One [Member] | Issue Two [Member] | Consultant [Member] | Consultant [Member] | Directors [Member] | Directors [Member] | Consultant One [Member] | MDB Capital Group LLC [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock Offering [Member] | Common Class B [Member] | |||
Issue One [Member] | Issue Two [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) | 20,313 | 345,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Authorized For Issuance To Acquire Common Stock Value | $92,000 | $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) | ' | ' | ' | ' | 2,000 | 11,250 | 30,000 | 20,799 | 18,000 | 454,547 | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued for Services | ' | ' | ' | ' | 4,000 | 102,000 | 150,000 | 103,000 | 72,000 | 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 | 3 Months Ended |
Mar. 31, 2014 | |
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. | |
As a development stage company, the Company has generated limited revenues from operations to date to meet its operating expenses, and has historically financed its operations primarily through issuances of equity securities. The Company has incurred losses since its inception totaling $15,610,000 and expects to experience operating losses and negative cash flow 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 enable the Company to obtain profitable operations or continue in the long-term as a going concern. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
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, 2013 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, 2013. 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 of 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 receipts are 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. 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. | |
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 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, 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 three months ended March 31, 2014, the Company recorded an impairment loss of $8,000 from abandonment of capitalized patents. As of March 31, 2014, the Company had recorded impairment losses since its inception of $12,000 from abandonment of capitalized patents. | |
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. | |
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 March 31, 2014 and 2013, potentially dilutive shares outstanding amounted to 1,249,582 and 1,124,733, 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 the Company’s common stock that is held by non-affiliates totaled $60 million. | |
Fixed_Assets
Fixed Assets | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
Note 3 – Fixed Assets | ||||||||
Fixed assets are summarized as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Machinery and equipment | $ | 635,000 | $ | 633,000 | ||||
Office furniture and equipment | 98,000 | 95,000 | ||||||
Leasehold improvements | 62,000 | 62,000 | ||||||
Accumulated depreciation | -425,000 | -366,000 | ||||||
370,000 | 424,000 | |||||||
Construction in progress | 16,000 | 3,000 | ||||||
$ | 386,000 | $ | 427,000 | |||||
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
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 March 2014, the Company completed a registered direct offering of common stock whereby 812,500 shares were issued at $8.00 per share. Gross proceeds from the offering totaled $6.5 million and net cash proceeds approximated $5.8 million. Expenses of the offering approximated $0.8 million. Cash expenses included placement agent fees of $488,000, placement agent legal and other fees of $75,000, issuer legal fees of $113,000, and other costs of $44,000. Non-cash expenses consisted of a placement agent warrant to purchase 20,313 shares of the Company’s common stock at $10.00 per share exercisable until March 2019 valued at $92,000. | ||||||||||
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 March 31, 2014, the number of shares reserved for issuance under the Plan totaled 991,300 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 February 2014, the Company granted 122,880 stock options under the Equity Incentive Plan to certain employees. The stock options have an exercise price of $9.90 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 February 2014 estimated on the date of grant using the Black-Scholes option valuation model was $721,000. The recognized compensation expense associated with these grants for the three months ended March 31, 2014 was $45,000. 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 | 75 | % | ||||||||
Forfeiture rate | 12 | % | ||||||||
Weighted average risk-free interest rate | 1.92 | % | ||||||||
Expected dividend rate | - | |||||||||
In February 2014, the Company granted 14,625 shares of common stock under the Equity Incentive Plan to its three independent directors in accordance with board agreements for service in 2014 and subject to completion of service each quarter. The fair value of the stock at the time of grant was $10.26 per share for a total value of $150,000 which the Company will recognize in general and administrative expense on a pro-rated quarterly basis in 2014, including $37,000 for the three months ended March 31, 2014. | ||||||||||
In January 2014, an employee exercised 3,335 stock options with a strike price of $4.88 per share whereby the Company received $16,000 in proceeds. | ||||||||||
Outstanding stock option grants at March 31, 2014 and December 31, 2013 totaled 685,310 and 565,765 with 356,409 and 317,354 being vested and exercisable at March 31, 2014 and December 31, 2013, respectively. Stock grants made to date through March 31, 2014 and December 31, 2013 totaled 179,456 shares and 175,799 shares, respectively. Of these amounts, 40,000 and 44,000 at March 31, 2014 and December 31, 2013, 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 months ended March 31, 2014 and 2013 and for the period from inception (January 23, 2008) to March 31, 2014 totaled $81,000, $39,000, and $549,000, respectively. At March 31, 2014, the number of shares reserved under the Plan but unissued totaled 126,537. At March 31, 2014, there was $1,006,000 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 3.3 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, December 31, 2013, and March 31, 2014 totaled 75,000, 75,287, and 75,287 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. In May 2013, 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 recognized in general and administrative expense on a quarterly basis over the remainder of 2013. In February 2014, the Company granted 7,000 shares of common stock under the Consultant Stock Plan to a consultant for service in 2014 and subject to completion of service each quarter. The fair value of the stock at the time of grant was $10.26 per share for a total value of $72,000 which the Company will recognize in general and administrative expense on a pro-rated quarterly basis in 2014. The Consultant Plan expense for the three months ended March 31, 2014 and 2013 was $18,000 and $0, respectively. | ||||||||||
Warrants | ||||||||||
In conjunction with the March 2014 registered direct offering of common stock, the Company granted a warrant to the placement agent to purchase 20,313 common stock shares at $10.00 per share exercisable until March 2019. The fair value of these warrants was estimated to be $92,000 on the date of the grant using the Black-Scholes option-pricing model. Expected volatility was determined based upon the historical prices of the Company’s common stock. The risk-free rate for periods within the contractual life of the warrants is based on the U.S. Treasury yield in effect at the time of grant. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. The following weighted-average assumptions were utilized for the calculations: | ||||||||||
Expected life (in years) | 5 | |||||||||
Weighted average volatility | 74 | % | ||||||||
Weighted average risk-free interest rate | 1.49 | % | ||||||||
Expected dividend rate | - | |||||||||
The Company has the following warrants outstanding at March 31, 2014: | ||||||||||
Total Outstanding Warrants | ||||||||||
Exercise Price | Warrants | Weighted Average Exercise | Life | |||||||
Price | (in years) | |||||||||
$1.80 | 80,000 | $ | 1.8 | 6.89 | ||||||
$2.20 | 118,959 | $ | 2.2 | 2.11 | ||||||
$5.00 | 345,000 | $ | 5 | 3.07 | ||||||
$10.00 | 20,313 | $ | 10 | 4.93 | ||||||
564,272 | $ | 4.14 | ||||||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 5 – Related Party Transactions | |
For the three months ended March 31, 2014 and 2013 and for the period from inception (January 23, 2008) to March 31, 2014, the Company incurred consulting fees of $0, $30,000, and $365,000, respectively, to the Alternative Energy Resource Alliance, a non-profit organization whose executive director is David Goodson. In exchange, Mr. Goodson provides scientific consulting services to the Company. 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 at March 31, 2014. | |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
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 and for February 2014. 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 $9,000 was accrued for the three months ended March 31, 2014 and for the three months ended March 31, 2013 the deferred rent was reduced by $1,000. Under the terms of the lease, the Company also pays triple net operating costs which currently approximate $3,000 per month. Minimum future payments under the lease at March 31, 2014 are as follows: | |||||
2014 | $ | 100,000 | |||
2015 | 137,000 | ||||
2016 | 141,000 | ||||
2017 | 24,000 | ||||
$ | 402,000 | ||||
For the three months ended March 31, 2014 and 2013 and for the period from inception (January 23, 2008) to March 31, 2014, rent expense amounted to $39,000, $34,000, and $467,000, respectively. | |||||
The Company and its Chief Executive Officer, Richard F. Rutkowski, are parties to an employment agreement (the Agreement) which terminates on January 1, 2017, unless earlier terminated. Compensation under the Agreement includes an annual salary of $359,000 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. The Agreement may be terminated by the Company without cause under certain circumstances, as defined in the Agreement whereby a severance payment would be due in the amount of compensation that would have been due had 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. Directors are elected for annual terms which expire in May 2015. | |||||
The Company’s former legal advisors, Perkins Coie LLP, contacted management 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) | 3 Months Ended |
Mar. 31, 2014 | |
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, 2013 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, 2013. 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 of 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 receipts are 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. 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. | |
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 two 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 three months ended March 31, 2014, the Company recorded an impairment loss of $8,000 from abandonment of capitalized patents. As of March 31, 2014, the Company had recorded impairment losses since its inception of $12,000 from abandonment of capitalized patents. | |
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. | |
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. At March 31, 2014 and 2013, potentially dilutive shares outstanding amounted to 1,249,582 and 1,124,733, 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 the Company’s common stock that is held by non-affiliates totaled $60 million. | |
Fixed_Assets_Tables
Fixed Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Fixed assets are summarized as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Machinery and equipment | $ | 635,000 | $ | 633,000 | ||||
Office furniture and equipment | 98,000 | 95,000 | ||||||
Leasehold improvements | 62,000 | 62,000 | ||||||
Accumulated depreciation | -425,000 | -366,000 | ||||||
370,000 | 424,000 | |||||||
Construction in progress | 16,000 | 3,000 | ||||||
$ | 386,000 | $ | 427,000 | |||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Schedule Of Share Based Compensation Warrants Activity [Table Text Block] | ' | |||||||||
The Company has the following warrants outstanding at March 31, 2014: | ||||||||||
Total Outstanding Warrants | ||||||||||
Exercise Price | Warrants | Weighted Average Exercise | Life | |||||||
Price | (in years) | |||||||||
$1.80 | 80,000 | $ | 1.8 | 6.89 | ||||||
$2.20 | 118,959 | $ | 2.2 | 2.11 | ||||||
$5.00 | 345,000 | $ | 5 | 3.07 | ||||||
$10.00 | 20,313 | $ | 10 | 4.93 | ||||||
564,272 | $ | 4.14 | ||||||||
Warrant [Member] | ' | |||||||||
Schedule Of Share Based Payment Award Warrants Valuation Assumptions [Table Text Block] | ' | |||||||||
The following weighted-average assumptions were utilized for the calculations: | ||||||||||
Expected life (in years) | 5 | |||||||||
Weighted average volatility | 74 | % | ||||||||
Weighted average risk-free interest rate | 1.49 | % | ||||||||
Expected dividend rate | - | |||||||||
Equity Incentive Plan [Member] | ' | |||||||||
Schedule Of Share Based Payment Award Warrants 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 | 75 | % | ||||||||
Forfeiture rate | 12 | % | ||||||||
Weighted average risk-free interest rate | 1.92 | % | ||||||||
Expected dividend rate | - | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
Minimum future payments under the lease at March 31, 2014 are as follows: | |||||
2014 | $ | 100,000 | |||
2015 | 137,000 | ||||
2016 | 141,000 | ||||
2017 | 24,000 | ||||
$ | 402,000 | ||||
Organization_and_Description_o1
Organization and Description of Business (Details Textual) (USD $) | 3 Months Ended | 71 Months Ended | 74 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | |
Organization and Description of Business [Line Items] | ' | ' | ' | ' |
Net Income (Loss) Attributable To Parent | ($1,646,000) | ($1,357,000) | ($13,964,000) | ($15,610,000) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | 74 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | |
Variable Interest Entity [Line Items] | ' | ' | ' | ' |
Cash, FDIC Insured Amount | $250,000 | ' | $250,000 | ' |
Exploration Abandonment and Impairment Expense | 8,000 | 0 | 12,000 | ' |
Weighted Average Number of Shares Outstanding, Diluted | 1,249,582 | 1,124,733 | ' | ' |
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 |
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 $) | Mar. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Machinery and equipment | $635,000 | $633,000 |
Office furniture and equipment | 98,000 | 95,000 |
Leasehold improvements | 62,000 | 62,000 |
Accumulated depreciation | -425,000 | -366,000 |
Property Plant and Equipment Gross Excluding Construction In Progress | 370,000 | 424,000 |
Construction in progress | 16,000 | 3,000 |
Property, Plant and Equipment, Net, Total | $386,000 | $427,000 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (Equity Incentive Plan [Member]) | 3 Months Ended |
Mar. 31, 2014 | |
Equity Incentive Plan [Member] | ' |
Class of Stock [Line Items] | ' |
Expected life | '6 years 3 months |
Weighted average volatility | 75.00% |
Forfeiture rate | 12.00% |
Weighted average risk-free interest rate | 1.92% |
Expected dividend rate | 0.00% |
Stockholders_Equity_Details_1
Stockholders' Equity (Details 1) (Warrant [Member]) | 3 Months Ended |
Mar. 31, 2014 | |
Warrant [Member] | ' |
Class of Stock [Line Items] | ' |
Expected life (in years) | '5 years |
Weighted average volatility | 74.00% |
Weighted average risk-free interest rate | 1.49% |
Expected dividend rate | 0.00% |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Class of Stock [Line Items] | ' |
Warrants Outstanding | 564,272 |
Warrants Outstanding Weighted Average Exercise Price | $4.14 |
Warrant 1 [Member] | ' |
Class of Stock [Line Items] | ' |
Warrants Exercise Price | $1.80 |
Warrants Outstanding | 80,000 |
Warrants Outstanding Weighted Average Exercise Price | $1.80 |
Warrants Outstanding Remaining Life (in Years) | '6 years 10 months 20 days |
Warrant 2 [Member] | ' |
Class of Stock [Line Items] | ' |
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 1 month 10 days |
Warrant 3 [Member] | ' |
Class of Stock [Line Items] | ' |
Warrants Exercise Price | $5 |
Warrants Outstanding | 345,000 |
Warrants Outstanding Weighted Average Exercise Price | $5 |
Warrants Outstanding Remaining Life (in Years) | '3 years 25 days |
Warrant 4 [Member] | ' |
Class of Stock [Line Items] | ' |
Warrants Exercise Price | $10 |
Warrants Outstanding | 20,313 |
Warrants Outstanding Weighted Average Exercise Price | $10 |
Warrants Outstanding Remaining Life (in Years) | '4 years 11 months 5 days |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 3 Months Ended | 71 Months Ended | 74 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | 2-May-13 | Feb. 28, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | |
Registered Direct Offering [Member] | Consultant Plan [Member] | Consultant Plan [Member] | Consultant Plan [Member] | Equity Incentive Plan [Member] | Equity Incentive Plan [Member] | Equity Incentive Plan [Member] | Legal Fees [Member] | |||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | $13,800,000 | ' | $6,500,000 | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from Issuance of Common Stock | 5,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Authorized For Issuance To Acquire Common Stock Shares Number | 20,313 | ' | ' | 345,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise Price Of Warrants | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Authorized For Issuance To Acquire Common Stock Value | 92,000 | ' | ' | 128,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued for Noncash Considerations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 113,000 |
Common Stock, Shares Authorized | 62,500,000 | ' | ' | 62,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance costs of initial public offering | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | 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 | 991,300 | ' | ' | 991,300 | ' | ' | ' | ' | ' | ' | ' | ' |
Increase Decrease Of Share Based Compensation Arrangement By Share Based Payment Award Percentage | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Outstanding - Reserved but unissued shares under the Plan | 685,310 | ' | 565,765 | 685,310 | ' | 75,287 | 75,287 | 75,000 | ' | ' | ' | ' |
Declining Repurchase Rights Per Share | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 1,006,000 | ' | ' | 1,006,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Declining Repurchase Rights Value | 40,000 | ' | 44,000 | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares Issued For Services | ' | ' | ' | ' | ' | 11,250 | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Subject To Repurchase Rights Decline | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,625 | ' | ' |
General And Administrative Expense Related To Stock Grant | ' | ' | ' | ' | ' | 72,000 | ' | ' | ' | ' | ' | ' |
Common Stock For Services Per Share Issue Seven | ' | ' | $9.12 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued For Services | ' | ' | ' | ' | ' | 102,000 | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital Stock Issued Registered Direct Offering | 812,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued In Registered Direct Offering Price Per Share | $8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | ' | ' | ' | 122,880 | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | $9.90 | $10.26 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' |
Share Base Compensation Arrangements By Share Based Payments Awards Granted | ' | ' | ' | ' | ' | ' | ' | ' | 721,000 | ' | ' | ' |
Share-Based Compensation | 81,000 | 39,000 | ' | 549,000 | ' | ' | ' | ' | ' | 45,000 | ' | ' |
Shares Reserved Unissued | 126,537 | ' | ' | 126,537 | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, General and Administrative Expense, Total | 37,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '3 years 3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares For Services Two | ' | ' | ' | ' | ' | 7,000 | ' | ' | ' | ' | ' | ' |
Common Stock For Services Per Share Issue Nine | $10.26 | ' | ' | ' | ' | $10.26 | ' | ' | ' | ' | ' | ' |
Placement Agent Fees | 488,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Placement Agent Legal Fees | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Cost and Expense, Operating | 44,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,335 | ' | ' |
Shares Issued, Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.88 | ' | ' |
Stock Issued During Period, Value, Stock Options Exercised | 16,000 | ' | ' | ' | ' | ' | ' | ' | ' | 16,000 | ' | ' |
Stock or Unit Option Plan Expense | 18,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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. | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Stock Grants In Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 179,456 | 175,799 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | ' | ' | ' | ' | ' | ' | ' | ' | ' | 356,409 | 317,354 | ' |
Stock Granted During Period, Value, Share-Based Compensation, Gross | ' | ' | ' | $275,000 | ' | ' | ' | ' | ' | $150,000 | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 3 Months Ended | 74 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Related Party Transaction [Line Items] | ' | ' | ' |
Consulting Fee | $0 | $30,000 | $365,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Mar. 31, 2014 |
Operating Leased Assets [Line Items] | ' |
2014 | $100,000 |
2015 | 137,000 |
2016 | 141,000 |
2017 | 24,000 |
Operating Leases, Future Minimum Payments Due | $402,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 74 Months Ended | |
Dec. 31, 2007 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Loss Contingencies [Line Items] | ' | ' | ' | ' |
Rent Expense Escalation Percentage | ' | 3.00% | ' | ' |
Increase In Deferred Rent | ' | $9,000 | ' | ' |
Reduction In Deferred Rent | ' | ' | 1,000 | ' |
Operating Leases, Rent Expense | ' | 39,000 | 34,000 | 467,000 |
Contractual Obligation | ' | 300,000 | ' | 300,000 |
Obligation To Pay In Common Stock At Fair Value | ' | 150,000 | ' | 150,000 |
Employee Benefits and Share-based Compensation | ' | 359,000 | ' | ' |
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 | ' | $3,000 | ' | ' |