Stockholders' Equity Note Disclosure [Text Block] | Note 6 – Stockholders’ Equity Common Stock and Preferred Stock The Company is authorized to issue 62,500,000 shares of common stock and 2,000,000 shares of preferred stock. Preferences, limitations, voting powers and relative rights of any preferred stock to be issued may be determined by the Company’s Board of Directors. The Company has not issued any shares of preferred stock. In February 2018, the Company completed an underwritten public offering of 5,750,000 shares of common stock at a price of $2.25 per share. Gross proceeds from the offering totaled $12.9 million and net cash proceeds approximated $11.9 million. In July 2018 , the Company completed a private equity offering of 5,213,543 shares of common stock at a price of $2.25 per proceeds from the offering totaled $ 11.7 million and net cash proceeds approximated $11.6 million. to 478,854 4 per share (Additional Purchase Right). Pursuant to the terms of the Additional Purchase Right, the Investor will have the right to purchase shares of common stock from the Company as the warrants issued by the Company in its January 25, 2017 rights offering are exercised and the warrant shares are issued. The Additional Purchase Right expires on February 1, 2019. As of September 30, 2018, no warrants issued in the rights offering have been exercised. The Additional Purchase Right is an equity instrument accounted for as a component of the actual price per common share paid by the Investor in the private offering. For basic earnings per share, the common shares associated with the Additional Purchase Right are treated as contingently issuable shares and will not be included in basic earnings per share until the actual number of shares have been issued. The Stock Purchase Agreement also permits the Investor to participate in future capital raising transactions (Participation Right) on the same terms as other investors participating in such transactions. The Participation Right will expire on December 31, 2023. In no event may the Additional Purchase Right and/or the Participation Right be exercised to the extent it would cause the Investor or any of its affiliates to beneficially own 20% or more of the Company’s then outstanding common stock or hold shares with 20% or more of the voting power. The Company filed a registration statement to register the shares issued in this private offering and shares underlying the Additional Purchase Right. The registration statement was declared effective by the SEC on September 21, 2018. Equity Incentive Plan The Company has adopted and the Company’s shareholders have approved the ClearSign Combustion Corporation 2011 Equity Incentive Plan (the Plan) which permits the Company to grant to eligible participants, including officers, employees, directors, consultants and advisors, options to purchase shares of common stock, stock awards and stock bonuses. The Compensation Committee of the Board of Directors is authorized to administer the Plan and establish the grant terms, including the grant price, vesting period and exercise date. As of September 30, 2018, the number of shares of common stock reserved for issuance under the Plan totaled 2,343,686. 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 the nine months ended September 30, 2018, the Company granted 224,000 stock options under the Plan to employees. The stock options have exercise prices at the grant date fair value ranging from $1.85 to $2.10 per share, contractual lives of 10 years, and vest over 3-4 years. The fair value of the stock options estimated on the date of grant using the Black-Scholes option valuation model was $239,000. The recognized compensation expense associated with these grants for the three and nine months ended September 30, 2018 was $15,000 and $43,000, respectively. The following weighted-average assumptions were utilized in the calculation of the fair value of the stock options: Expected life 6.25 Weighted average volatility 69 % Forfeiture rate 15 % Weighted average risk-free interest rate 2.75 % Expected dividend rate 0 % In May 2018, the Company authorized 108,108 shares of common stock to be issued under the Plan to its four independent directors in accordance with board agreements and which will be earned quarterly for service in 2018. The fair value of the stock at the time of grant was $1.85 per share for a total value of $200,000. The Company recognized $150,000, represented by 81,084 shares, in general and administrative expense for the nine months ended September 30, 2018 and will recognize the remaining $50,000 in the remainder of 2018. Outstanding stock option grants at September 30, 2018 and December 31, 2017 totaled 1,038,795 shares and 993,860 shares, respectively, with the right to purchase 694,881 shares and 754,989 shares being vested and exercisable at September 30, 2018 and December 31, 2017, respectively. The recognized compensation expense associated with these grants for the three and nine months ended September 30, 2018 and 2017 totaled $59,000, $170,000, $65,000 and $284,000, respectively. On October 1, 2018 the number of shares reserved under the Plan but unissued totaled 1,171,000. At September 30, 2018, there was $446,000 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 2.7 years. Consultant Stock Plan The Company has a Consultant Stock Plan (the Consultant Plan) which provides for the granting of shares of common stock to consultants who provide services related to capital raising, investor relations, and making a market in or promoting the Company’s securities. The Company’s officers, employees, and board members are not entitled to receive 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 September 30, 2018 totaled 200,524 with 149,774 of those shares unissued. The Consultant Plan provides for quarterly increases in the available number of authorized shares equal to the lesser of 1% of any new shares issued by the Company during the quarter immediately prior to the adjustment date or such lesser amount as the Board of Directors shall determine. In August 2017, the Company granted 10,000 shares of common stock under the Consultant Plan to a consultant for services from June 2017 to June 2018. Subject to completion of service each quarter, this contract was extended without modification through September 2018. The fair value of the stock at the time of grant was $3.50 per share for a total value of $35,000 which the Company recognizes in general and administrative expense on a pro-rated quarterly basis. The Consultant Plan expense for the three and nine months ended September 30, 2018 and 2017 was $9,000 and $26,000 and $9,000 and $33,000, respectively. Warrants The Company has the following warrants outstanding at September 30, 2018: Exercise Price Warrants Wtd. Avg. Exercise Price Remaining Life (in years) $1.80 80,000 $ 1.80 2.38 $4.00 2,395,471 $ 4.00 0.32 $10.00 20,313 $ 10.00 0.43 2,495,784 $ 3.98 The intrinsic value of the outstanding warrants was $0 at September 30, 2018. |