Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 08, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | CLEARSIGN COMBUSTION CORP | |
Entity Central Index Key | 1,434,524 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | CLIR | |
Entity Common Stock, Shares Outstanding | 26,660,980 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 18,078,000 | $ 1,247,000 |
Contract assets | 39,000 | 184,000 |
Prepaid expenses and other assets | 576,000 | 366,000 |
Total current assets | 18,693,000 | 1,797,000 |
Fixed assets, net | 362,000 | 498,000 |
Patents and other intangible assets, net | 1,929,000 | 1,856,000 |
Other assets | 10,000 | 10,000 |
Total Assets | 20,994,000 | 4,161,000 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 778,000 | 768,000 |
Current portion of lease liabilities | 163,000 | 159,000 |
Accrued compensation and taxes | 650,000 | 607,000 |
Total current liabilities | 1,591,000 | 1,534,000 |
Long Term Liabilities: | ||
Long term lease liabilities | 73,000 | 195,000 |
Total liabilities | 1,664,000 | 1,729,000 |
Commitments | ||
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value, zero shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 26,660,980 and 15,608,853 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 3,000 | 2,000 |
Additional paid-in capital | 76,297,000 | 52,441,000 |
Accumulated deficit | (56,970,000) | (50,011,000) |
Total stockholders' equity | 19,330,000 | 2,432,000 |
Total Liabilities and Stockholders' Equity | $ 20,994,000 | $ 4,161,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets [Parenthetical] - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 26,660,980 | 15,608,853 |
Common stock, shares outstanding | 26,660,980 | 15,608,853 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Sales | $ 0 | $ 0 | $ 530,000 | $ 360,000 |
Cost of Revenue | 9,000 | 15,000 | 424,000 | 266,000 |
Gross profit (loss) | (9,000) | (15,000) | 106,000 | 94,000 |
Operating expenses: | ||||
Research and development | 980,000 | 1,329,000 | 3,133,000 | 3,644,000 |
General and administrative | 1,326,000 | 1,131,000 | 3,956,000 | 3,569,000 |
Total operating expenses | 2,306,000 | 2,460,000 | 7,089,000 | 7,213,000 |
Loss from operations | (2,315,000) | (2,475,000) | (6,983,000) | (7,119,000) |
Other income: | ||||
Interest income | 23,000 | 3,000 | 24,000 | 32,000 |
Net loss | $ (2,292,000) | $ (2,472,000) | $ (6,959,000) | $ (7,087,000) |
Net loss per share - basic and fully diluted | $ (0.09) | $ (0.16) | $ (0.32) | $ (0.46) |
Weighted average number of shares outstanding - basic and fully diluted | 25,555,705 | 15,603,880 | 21,573,884 | 15,358,655 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2018 - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Balances at Dec. 31, 2017 | $ 2,432,000 | $ 2,000 | $ 52,441,000 | $ (50,011,000) |
Balances (in shares) at Dec. 31, 2017 | 15,608,853 | |||
Shares issued in stock offerings ($2.25 per share) | 24,668,000 | $ 1,000 | 24,667,000 | 0 |
Shares issued in stock offerings ($2.25 per share) (in shares) | 10,963,543 | |||
Issuance costs of offerings | (1,157,000) | $ 0 | (1,157,000) | 0 |
Shares issued for services ($3.50 per share) | 26,000 | $ 0 | 26,000 | 0 |
Shares issued for services ($3.50 per share) (in shares) | 7,500 | |||
Shares issued for board service ($1.85 per share) | 150,000 | $ 0 | 150,000 | 0 |
Shares issued for board service ($1.85 per share) (in shares) | 81,084 | |||
Share based compensation | 170,000 | $ 0 | 170,000 | 0 |
Net loss | (6,959,000) | 0 | 0 | (6,959,000) |
Balances at Sep. 30, 2018 | $ 19,330,000 | $ 3,000 | $ 76,297,000 | $ (56,970,000) |
Balances (in shares) at Sep. 30, 2018 | 26,660,980 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity [Parenthetical] | 9 Months Ended |
Sep. 30, 2018$ / shares | |
Common stock for services per share issue one | $ 3.50 |
Share Issued During Period Stock Offering Per Share | 2.25 |
Stock Issued During Period Board Services Per Share | $ 1.85 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (6,959,000) | $ (7,087,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 176,000 | 258,000 |
Share based compensation | 170,000 | 284,000 |
Depreciation and amortization | 267,000 | 209,000 |
Abandonment and impairment of capitalized patents pending | 35,000 | 0 |
Change in operating assets and liabilities: | ||
Contract assets | 145,000 | (126,000) |
Accounts receivable | 0 | 103,000 |
Prepaid expenses and other assets | (210,000) | (40,000) |
Accounts payable and accrued liabilities | 10,000 | 116,000 |
Accrued compensation and taxes | 43,000 | 322,000 |
Contract liabilities | 0 | (115,000) |
Net cash used in operating activities | (6,323,000) | (6,076,000) |
Cash flows from investing activities: | ||
Acquisition of fixed assets | (44,000) | (89,000) |
Disbursements for patents and other intangible assets | (313,000) | (250,000) |
Net cash used in investing activities | (357,000) | (339,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and units of common stock and warrants for cash, net of offering costs | 23,511,000 | 8,667,000 |
Net cash provided by financing activities | 23,511,000 | 8,667,000 |
Net increase in cash and cash equivalents | 16,831,000 | 2,252,000 |
Cash and cash equivalents, beginning of period | 1,247,000 | 1,259,000 |
Cash and cash equivalents, end of period | $ 18,078,000 | $ 3,511,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows [Parenthetical] - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Cash Flow Noncash Operating Activities Disclosure [Abstract] | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 136,110 | |
Due to Officers or Stockholders, Current | $ 490,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2018 | |
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) designs and develops technologies for the purpose of improving key performance characteristics of combustion systems, including emission and operational performance, energy efficiency and overall cost-effectiveness. The Company’s primary technologies include its Duplex™ technology, which achieves very low emissions without the need of external flue gas recirculation, selective catalytic reduction, or higher excess air operation, and its Electrodynamic Combustion Control™ or ECC™ technology, which introduces a computer-controlled electric field into the combustion region that may better control gas-phase chemical reactions and improve system performance and cost-effectiveness. Liquidity The Company’s technologies are currently in field development and have generated nominal revenues from operations to date to meet operating expenses. In order to generate meaningful revenues, the technologies must be fully developed, gain market recognition and acceptance, and develop a critical level of successful sales and product installations. The Company has historically financed its operations primarily through issuances of equity securities, including $11.9 million in proceeds, net of offering costs, from the stock offering completed on February 27, 2018 and $11.6 million in proceeds, net of offering costs, from a stock offering completed on July 20, 2018 as described in Note 6. The Company has incurred losses since its inception totaling $56,970,000 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 result in profitable operations or enable the Company to continue in the long-term as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission 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, 2017 has been derived from the Company’s audited financial statements. In the opinion of management, these consolidated financial statements reflect all normal recurring and other adjustments necessary for a fair presentation. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods. The accompanying unaudited condensed financial statements include the accounts of Clearsign and its subsidiary. Intercompany balances and transations have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition, Cost of Sales and Change in Accounting Principle The Company recognizes revenue and related cost of goods sold in accordance with FASB ASC 606 Revenue from Contracts with Customers (ASC 606). Revenues and cost of goods sold are recognized once the goods or services are delivered to the customer’s control and performance obligations are satisfied. Typically, the Company’s contracts with customers have performance obligations regarding air emissions and operational performance that are satisfied upon completion of service. Since this is the singular performance obligation and cannot be achieved until the air emissions and operational performance have been successfully tested, revenue related to the contracts is recognized upon project completion. The Company’s contracts generally include progress payments from the customer upon completion of defined milestones. As these payments are received they are offset against accumulated project costs and recorded as either contract assets or contract liabilities. Upon completion of the performance obligations and acceptance by the customer the projects can be recorded as revenue. The Company's contracts with customers contain no variable considerations or incentives or discounts that would cause revenue to be allocated or adjusted over time. Therefore, no separate methods of evaluating the contracts other than consideration of the price at achievement of the performance objectives was used in satisfying the review requirements of ASC 606. Contract Acquisition Costs and Practical Expedients For contracts that have a duration of less than one year, the Company follows the practical expedients provisions of ASC 606 and expenses those costs when incurred; for contracts with a life exceeding one year, the Company records those costs when performance obligations related to the contract are completed. The Company generally expenses sales commissions when earned and records those costs within general and administrative expenses. Product Warranties The Company warrants all installed products against defects in materials and workmanship for a period specified in each contract by replacing failed parts. Accruals for product warranties are based on historical warranty experience and current product performance trends, and are recorded at the time revenue is recognized as a component of cost of sales. The warranty liabilities are reduced by material and labor costs used to replace parts over the warranty period in the periods in which the costs are incurred. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary, and such adjustments could be material in the future if estimates differ significantly from actual warranty expense. The warranty liabilities are included in accrued liabilities in the balance sheets. Cash and Cash Equivalents Highly liquid investments purchased with an original maturity of three months or less are considered cash equivalents. Cash is maintained with a commercial bank where accounts are generally guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company’s deposits may at times exceed this limit. The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Company’s customers. Based on a review of these factors, the Company may establish or adjust the allowance for specific customers and the accounts receivable portfolio as a whole. Fixed Assets Fixed assets are recorded at cost. Leases are recorded in accordance with FASB ASC 842 Leases . For those leases with a term greater than one year, the Company recognizes on the balance sheet at the time of lease inception or modification a right-of-use asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. Operating leases with a term of 1 year or less are recognized on a straight line basis over the term. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the life of the lease or their useful life, whichever is shorter. All other fixed assets are depreciated over two to four years. Maintenance and repairs are expensed as incurred. Patents and Trademarks Patents and trademarks are recorded at cost. Amortization is computed using the straight-line method over the estimated useful lives of the assets once they are awarded. Impairment of Long-Lived Assets The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Fair value is determined based on the present value of estimated expected cash flows using a discount rate commensurate with the risks involved, quoted market prices, or appraised values depending upon the nature of the assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs used to establish fair value are the following: · Level 1 – Quoted prices in active markets for identical assets or liabilities; · Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and · Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company's financial instruments primarily consist of cash and cash equivalents, 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 attributable to the short term maturities of these instruments. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value. Research and Development The cost of research and development is expensed as incurred. Research and development costs consist of salaries, benefits, share based compensation, consulting fees, rent, utilities, depreciation, and consumables. 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 September 30, 2018 and 2017, potentially dilutive shares outstanding amounted to 3,534,579 and 3,474,094, respectively. Recently Adopted Standards In May, 2017 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09 Scope of Modification Accounting, clarifies Topic 718, Compensation – Stock Compensation (1) the fair value of the modified award is the same as the fair value of the original award immediately before the modification. The ASU indicates that if the modification does not affect any of the inputs to the valuation technique used to value the award, the entity is not required to estimate the value immediately before and after the modification; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the modification; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the modification. The ASU is effective for all entities for fiscal years beginning after December 15, 2017, including interim periods within those years. The Company currently does not have any modifications to existing stock compensation agreements and will be able to calculate the impact of the ASU once modifications arise. Recently Issued Accounting Announcements In June 2018, the FASB issued ASU 2018-07 " Compensation - Stock Compensation (Topic 718) : Improvements to Nonemployees Share-Based Payment Accounting" Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s consolidated financial statement presentation or disclosures. Reclassifications Certain items in prior period financial statements have been reclassified to conform to current period financial statements. |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 2017 (unaudited) Machinery and equipment $ 832,000 $ 801,000 Office furniture and equipment 177,000 167,000 Leasehold improvements 150,000 147,000 Right of use asset-operating leases 518,000 518,000 Accumulated depreciation and amortization (1,315,000 ) (1,135,000 ) $ 362,000 $ 498,000 The Company has a triple net operating lease for office and laboratory space in Seattle, Washington through March 2020 with rent of $12,000 per month plus triple net operating costs. The Company also has a triple net operating lease for office space in Tulsa, Oklahoma through August 2019 with monthly rent of $2,000 per month plus triple net operating costs. Both leases include lessee renewal options for three years at the then prevailing market rate. Lease costs for the three and nine months ended September 30, 2018 and 2017 and other quantitative disclosures are as follows (unaudited): For the three months ended September 30, For the nine months ended September 30, 2018 2017 2018 2017 Lease cost: Operating lease cost $ 52,000 $ 94,000 $ 158,000 $ 209,000 Short-term lease cost - - - - Total lease cost $ 52,000 $ 94,000 $ 158,000 $ 209,000 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 130,000 For operating lease: Weighted average remaining lease term (in years) 1.44 Weighted average discount rate 5.00 % Minimum future payments under the Company’s leases at September 30, 2018 and their application to the corresponding lease liabilities are as follows (unaudited): Discounted lease liability payments Payments due under lease agreements 2018 $ 40,000 $ 43,000 2019 158,000 164,000 2020 38,000 37,000 Total $ 236,000 $ 244,000 |
Patents and Other Intangible As
Patents and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | Note 4 – Patents and Other Intangible Assets Patents and other intangible assets are summarized as follows: September 30, December 31, 2018 2017 (unaudited) Patents Patents pending $ 1,246,000 $ 1,167,000 Issued patents 1,120,000 930,000 2,366,000 2,097,000 Trademarks Trademarks pending 50,000 41,000 Registered trademarks 23,000 23,000 73,000 64,000 Other 8,000 8,000 2,447,000 2,169,000 Accumulated amortization (518,000 ) (313,000 ) $ 1,929,000 $ 1,856,000 Future amortization expense associated with issued patents and registered trademarks as of September 30, 2018 is estimated as follows (unaudited): 2018 $ 69,000 2019 255,000 2020 165,000 2021 73,000 2022 38,000 Thereafter 25,000 $ 625,000 |
Sales, Contract Assets and Cont
Sales, Contract Assets and Contract Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Note 5 – Sales, Contract Assets and Contract Liabilities The Company recognized no revenue during the three months ended September 30, 2018. For the nine months ended September 30, 2018 the Company recognized revenues totaling $360,000 from completed flare projects, $128,000 of revenue from completion of a once through steam generator (OTSG) project and revenue of $42,000 from a small project. At September 30, 2018, the Company had contract assets of $39,000 and contract liabilities of $0. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
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. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 7 – Commitments The Company and its Chief Executive Officer, Stephen E. Pirnat entered into an employment agreement on February 3, 2015 that was amended on October 30, 2017 (the Agreement) and which terminates on December 31, 2018, unless earlier terminated. Compensation under the Agreement includes an annual salary of $350,000, a grant of 300,000 stock options that vested in 2016 and 2017, an annual cash bonus that may equal up to 60% of his annual salary and equity bonuses based on performance standards established by the Compensation Committee of the Board of Directors, medical and dental benefits for Mr. Pirnat and his family, other employee benefits offered to employees generally and relocation expenses up to approximately $100,000. 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 pursuant to the Agreement had employment not been terminated or one year of the current annual compensation, whichever is greater. In the event of his termination through a change in control, Mr. Pirnat would receive one year’s compensation, and all previously granted stock options would vest in full. The Company has a field test agreement with a customer to demonstrate and test the Duplex technology in an OTSG used to facilitate a thermally enhanced oil recovery process. Under the terms of the agreement, the Company has retrofitted an OTSG unit in order to achieve certain performance criteria. The agreement also includes time-sensitive pricing, delivery and installation terms, if elected, that will apply to future purchases of this Duplex application by this customer. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission 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, 2017 has been derived from the Company’s audited financial statements. In the opinion of management, these consolidated financial statements reflect all normal recurring and other adjustments necessary for a fair presentation. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods. The accompanying unaudited condensed financial statements include the accounts of Clearsign and its subsidiary. Intercompany balances and transations have been eliminated in consolidation. |
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 of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition Cost of Sales and Change in Accounting Principle [Policy Text Block] | Revenue Recognition, Cost of Sales and Change in Accounting Principle The Company recognizes revenue and related cost of goods sold in accordance with FASB ASC 606 Revenue from Contracts with Customers (ASC 606). Revenues and cost of goods sold are recognized once the goods or services are delivered to the customer’s control and performance obligations are satisfied. Typically, the Company’s contracts with customers have performance obligations regarding air emissions and operational performance that are satisfied upon completion of service. Since this is the singular performance obligation and cannot be achieved until the air emissions and operational performance have been successfully tested, revenue related to the contracts is recognized upon project completion. The Company’s contracts generally include progress payments from the customer upon completion of defined milestones. As these payments are received they are offset against accumulated project costs and recorded as either contract assets or contract liabilities. Upon completion of the performance obligations and acceptance by the customer the projects can be recorded as revenue. The Company's contracts with customers contain no variable considerations or incentives or discounts that would cause revenue to be allocated or adjusted over time. Therefore, no separate methods of evaluating the contracts other than consideration of the price at achievement of the performance objectives was used in satisfying the review requirements of ASC 606. Contract Acquisition Costs and Practical Expedients For contracts that have a duration of less than one year, the Company follows the practical expedients provisions of ASC 606 and expenses those costs when incurred; for contracts with a life exceeding one year, the Company records those costs when performance obligations related to the contract are completed. The Company generally expenses sales commissions when earned and records those costs within general and administrative expenses. |
Standard Product Warranty, Policy [Policy Text Block] | Product Warranties The Company warrants all installed products against defects in materials and workmanship for a period specified in each contract by replacing failed parts. Accruals for product warranties are based on historical warranty experience and current product performance trends, and are recorded at the time revenue is recognized as a component of cost of sales. The warranty liabilities are reduced by material and labor costs used to replace parts over the warranty period in the periods in which the costs are incurred. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary, and such adjustments could be material in the future if estimates differ significantly from actual warranty expense. The warranty liabilities are included in accrued liabilities in the balance sheets. |
Cash and Cash Equivalents, 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. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Company’s customers. Based on a review of these factors, the Company may establish or adjust the allowance for specific customers and the accounts receivable portfolio as a whole. |
Fixed Assets Policy [Policy Text Block] | Fixed Assets Fixed assets are recorded at cost. Leases are recorded in accordance with FASB ASC 842 Leases . For those leases with a term greater than one year, the Company recognizes on the balance sheet at the time of lease inception or modification a right-of-use asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. Operating leases with a term of 1 year or less are recognized on a straight line basis over the term. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the life of the lease or their useful life, whichever is shorter. All other fixed assets are depreciated over two to four years. Maintenance and repairs are expensed as incurred. |
Patents and Trademarks 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. |
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. Fair value is determined based on the present value of estimated expected cash flows using a discount rate commensurate with the risks involved, quoted market prices, or appraised values depending upon the nature of the assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. |
Fair Value Of Financial Instruments, 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 three levels of inputs used to establish fair value are the following: · Level 1 – Quoted prices in active markets for identical assets or liabilities; · Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and · Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company's financial instruments primarily consist of cash and cash equivalents, 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 attributable to the short term maturities of these instruments. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value. |
Research and Development 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. |
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 September 30, 2018 and 2017, potentially dilutive shares outstanding amounted to 3,534,579 and 3,474,094, respectively. |
Recently Adopted Standards Policy [Policy Text Block] | Recently Adopted Standards In May, 2017 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09 Scope of Modification Accounting, clarifies Topic 718, Compensation – Stock Compensation (1) the fair value of the modified award is the same as the fair value of the original award immediately before the modification. The ASU indicates that if the modification does not affect any of the inputs to the valuation technique used to value the award, the entity is not required to estimate the value immediately before and after the modification; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the modification; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the modification. The ASU is effective for all entities for fiscal years beginning after December 15, 2017, including interim periods within those years. The Company currently does not have any modifications to existing stock compensation agreements and will be able to calculate the impact of the ASU once modifications arise. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Announcements In June 2018, the FASB issued ASU 2018-07 " Compensation - Stock Compensation (Topic 718) : Improvements to Nonemployees Share-Based Payment Accounting" Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s consolidated financial statement presentation or disclosures. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain items in prior period financial statements have been reclassified to conform to current period financial statements. |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Fixed assets are summarized as follows: September 30, December 31, 2018 2017 (unaudited) Machinery and equipment $ 832,000 $ 801,000 Office furniture and equipment 177,000 167,000 Leasehold improvements 150,000 147,000 Right of use asset-operating leases 518,000 518,000 Accumulated depreciation and amortization (1,315,000 ) (1,135,000 ) $ 362,000 $ 498,000 |
Schedule Of Leases Cost [Table Text Block] | Lease costs for the three and nine months ended September 30, 2018 and 2017 and other quantitative disclosures are as follows (unaudited): For the three months ended September 30, For the nine months ended September 30, 2018 2017 2018 2017 Lease cost: Operating lease cost $ 52,000 $ 94,000 $ 158,000 $ 209,000 Short-term lease cost - - - - Total lease cost $ 52,000 $ 94,000 $ 158,000 $ 209,000 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 130,000 For operating lease: Weighted average remaining lease term (in years) 1.44 Weighted average discount rate 5.00 % |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Minimum future payments under the Company’s leases at September 30, 2018 and their application to the corresponding lease liabilities are as follows (unaudited): Discounted lease liability payments Payments due under lease agreements 2018 $ 40,000 $ 43,000 2019 158,000 164,000 2020 38,000 37,000 Total $ 236,000 $ 244,000 |
Patents and Other Intangible _2
Patents and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Patents and other intangible assets are summarized as follows: September 30, December 31, 2018 2017 (unaudited) Patents Patents pending $ 1,246,000 $ 1,167,000 Issued patents 1,120,000 930,000 2,366,000 2,097,000 Trademarks Trademarks pending 50,000 41,000 Registered trademarks 23,000 23,000 73,000 64,000 Other 8,000 8,000 2,447,000 2,169,000 Accumulated amortization (518,000 ) (313,000 ) $ 1,929,000 $ 1,856,000 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Future amortization expense associated with issued patents and registered trademarks as of September 30, 2018 is estimated as follows (unaudited): 2018 $ 69,000 2019 255,000 2020 165,000 2021 73,000 2022 38,000 Thereafter 25,000 $ 625,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Share Based Compensation Warrants Activity [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 Weighted average volatility 69 % Forfeiture rate 15 % Weighted average risk-free interest rate 2.75 % Expected dividend rate 0 % |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 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 |
Organization and Description _2
Organization and Description of Business (Details Textual) - USD ($) | 1 Months Ended | |||
Jul. 20, 2018 | Feb. 27, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Organization and Description of Business [Line Items] | ||||
Proceeds from Issuance of Common Stock | $ 11,600,000 | $ 11,900,000 | ||
Accumulated deficit | $ (56,970,000) | $ (50,011,000) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Textual) | 9 Months Ended | ||
Sep. 30, 2018USD ($)shares | Sep. 30, 2017shares | Sep. 30, 2018CNY (¥) | |
Variable Interest Entity [Line Items] | |||
Cash, FDIC Insured Amount | $ | $ 250,000 | ||
Weighted Average Number of Shares Outstanding, Diluted | shares | 3,534,579 | 3,474,094 | |
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 | ||
Property, Plant and Equipment, Estimated Useful Lives | over two to four years | ||
CHINA | |||
Variable Interest Entity [Line Items] | |||
Cash, FDIC Insured Amount | $ 75,000 | ¥ 500,000 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Machinery and equipment | $ 832,000 | $ 801,000 |
Office furniture and equipment | 177,000 | 167,000 |
Leasehold improvements | 150,000 | 147,000 |
Right of use asset-operating leases | 518,000 | 518,000 |
Accumulated depreciation and amortization | (1,315,000) | (1,135,000) |
Property, Plant and Equipment, Gross | $ 362,000 | $ 498,000 |
Fixed Assets (Details 1)
Fixed Assets (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Lease cost: | ||||
Operating lease cost | $ 52,000 | $ 94,000 | $ 158,000 | $ 209,000 |
Short-term lease cost | 0 | 0 | 0 | 0 |
Total lease cost | 52,000 | $ 94,000 | $ 158,000 | $ 209,000 |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | $ 130,000 | |||
Weighted average remaining lease term (in years) | 1 year 5 months 8 days | |||
Weighted average discount rate | 5.00% |
Fixed Assets (Details 2)
Fixed Assets (Details 2) | Sep. 30, 2018USD ($) |
Discounted lease liability payments [Member] | |
2,018 | $ 40,000 |
2,019 | 158,000 |
2,020 | 38,000 |
Total | 236,000 |
Payments due under lease agreements [Member] | |
2,018 | 43,000 |
2,019 | 164,000 |
2,020 | 37,000 |
Total | $ 244,000 |
Fixed Assets (Details Textual)
Fixed Assets (Details Textual) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Lease One [Member] | |
Triple Net Operating Cost | $ 12,000 |
Lease Two [Member] | |
Triple Net Operating Cost | $ 2,000 |
Patents and Other Intangible _3
Patents and Other Intangible Assets (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Patents | $ 2,366,000 | $ 2,097,000 |
Trademarks | 73,000 | 64,000 |
Other | 8,000 | 8,000 |
Patents and other intangible assets | 2,447,000 | 2,169,000 |
Accumulated amortization | (518,000) | (313,000) |
Finite-Lived Intangible Assets, Net | 1,929,000 | 1,856,000 |
Patents pending [Member] | ||
Patents | 1,246,000 | 1,167,000 |
Issued patents [Member] | ||
Patents | 1,120,000 | 930,000 |
Trademarks pending [Member] | ||
Trademarks | 50,000 | 41,000 |
Registered trademarks [Member] | ||
Trademarks | $ 23,000 | $ 23,000 |
Patents and Other Intangible _4
Patents and Other Intangible Assets (Details 1) - Patents [Member] | Sep. 30, 2018USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,018 | $ 69,000 |
2,019 | 255,000 |
2,020 | 165,000 |
2,021 | 73,000 |
2,022 | 38,000 |
Thereafter | 25,000 |
Finite-Lived Intangible Assets, Net | $ 625,000 |
Sales, Contract Assets and Co_2
Sales, Contract Assets and Contract Liabilities (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Contract with Customer, Asset, Net | $ 39,000 | $ 39,000 | ||
Contract with Customer, Liability | 0 | 0 | ||
Cost of Revenue | $ 9,000 | $ 15,000 | 424,000 | $ 266,000 |
Flare Projects [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 360,000 | |||
Once Through Steam Generator [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 128,000 | |||
Small project [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 42,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Expected life | 6 years 3 months |
Weighted average volatility | 69.00% |
Forfeiture rate | 15.00% |
Weighted average risk-free interest rate | 2.75% |
Expected dividend rate | 0.00% |
Stockholders' Equity (Detail 1)
Stockholders' Equity (Detail 1) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Warrants | shares | 2,495,784 |
Warrants Weighted Average Exercise Price | $ 3.98 |
Exercise Price 1.80 [Member] | |
Warrants Exercise Price | $ 1.80 |
Warrants | shares | 80,000 |
Warrants Weighted Average Exercise Price | $ 1.80 |
Warrants Remaining Life (in years) | 2 years 4 months 17 days |
Exercise Price 4.00 [Member] | |
Warrants Exercise Price | $ 4 |
Warrants | shares | 2,395,471 |
Warrants Weighted Average Exercise Price | $ 4 |
Warrants Remaining Life (in years) | 3 months 25 days |
Exercise Price 10.00 [Member] | |
Warrants Exercise Price | $ 10 |
Warrants | shares | 20,313 |
Warrants Weighted Average Exercise Price | $ 10 |
Warrants Remaining Life (in years) | 5 months 5 days |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Jul. 31, 2018 | Jun. 30, 2018 | May 31, 2018 | Feb. 27, 2018 | Aug. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||||||||||
Common Stock, Shares Authorized | 62,500,000 | 62,500,000 | |||||||||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 108,108 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.85 | ||||||||||
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, Options, Vested and Expected to Vest, Exercisable, Number | 694,881 | 694,881 | 754,989 | ||||||||
Stock Issued During Period, Shares, New Issues | 5,213,543 | 12,900,000 | |||||||||
General And Administrative Expense Related To Stock Grant | $ 50,000 | $ 150,000 | |||||||||
Proceeds From Issuance Or Sale Of Equity | $ 23,511,000 | $ 8,667,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.85 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 239,000 | ||||||||||
Allocated Share-based Compensation Expense | $ 15,000 | 43,000 | |||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 11,700,000 | $ 200,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 | |||||||||
Shares Issued, Price Per Share | $ 2.25 | ||||||||||
Proceeds from Issuance of Private Placement | $ 11,600,000 | ||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 478,854 | ||||||||||
Sale of Stock, Price Per Share | $ 4 | ||||||||||
Equity Method Investment Ownership Percentage Description | 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.</div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>" id="sjs-B23"><div style="margin: 0in 0in 0.0001pt; font-family: "times new roman", serif; font-size: 10pt;">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.</div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> | ||||||||||
Offering [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants Authorized For Issuance To Acquire Common Stock Shares Number | 5,750,000 | ||||||||||
Proceeds From Issuance Or Sale Of Equity | $ 11,900,000 | ||||||||||
Stock Issued During Period, Shares, Other | 2.25 | ||||||||||
Employee Stock Option [Member] | Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period1 | 3 years | ||||||||||
Employee Stock Option [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period1 | 4 years | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.10 | ||||||||||
General and Administrative Expense [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 81,084 | ||||||||||
Consultant Plan [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 200,524 | 200,524 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.50 | ||||||||||
Shares Reserved Unissued | 149,774 | 149,774 | |||||||||
General And Administrative Expense Related To Stock Grant | $ 35,000 | ||||||||||
Consultant Plan Expenses | $ 9,000 | $ 26,000 | $ 9,000 | $ 33,000 | |||||||
Consultant Plan One [Member] | Employee Stock Option [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 59,000 | 65,000 | 170,000 | 284,000 | |||||||
Equity Incentive Plan [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,343,686 | 2,343,686 | |||||||||
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 | 1,038,795 | 1,038,795 | 993,860 | ||||||||
Shares Reserved Unissued | 1,171,000 | 1,171,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period1 | 2 years 8 months 12 days | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 446,000 | $ 446,000 |
Commitments (Details Textual)
Commitments (Details Textual) - USD ($) | Feb. 03, 2015 | Sep. 30, 2018 |
Loss Contingencies [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 300,000 | |
Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Annual Cash Bonus | 60.00% | |
Stephen E. Pirnat [Member] | ||
Loss Contingencies [Line Items] | ||
Salaries, Wages and Officers' Compensation | $ 350,000 | |
Employment Agreement Termination Date | Dec. 31, 2018 | |
Labor and Related Expense | $ 100,000 |