Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity Registrant Name | CLEARSIGN TECHNOLOGIES CORPORATION | |
Entity File Number | 001-35521 | |
Entity Incorporation, State or Country Code | WA | |
Entity Tax Identification Number | 26-2056298 | |
Entity Address, Address Line One | 8023 E. 63rd Place, Suite 101 | |
Entity Address, City or Town | Tulsa | |
Entity Address, State or Province | OK | |
Entity Address, Postal Zip Code | 74133 | |
City Area Code | 918 | |
Local Phone Number | 236-6461 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | CLIR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,019,951 | |
Entity Central Index Key | 0001434524 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 5,880 | $ 7,607 |
Short-term held-to-maturity investments | 3,900 | |
Accounts receivable, net | 38 | 33 |
Contract assets | 284 | 39 |
Prepaid expenses and other assets | 506 | 345 |
Total current assets | 10,608 | 8,024 |
Fixed assets, net | 427 | 530 |
Patents and other intangible assets, net | 818 | 799 |
Other assets | 10 | 10 |
Total Assets | 11,863 | 9,363 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 287 | 224 |
Current portion of lease liabilities | 180 | 205 |
Accrued compensation and related taxes | 300 | 218 |
Contract liabilities | 61 | 84 |
Total current liabilities | 828 | 731 |
Long Term Liabilities: | ||
Long term lease liabilities | 239 | 350 |
Total liabilities | 1,067 | 1,081 |
Commitments and contingencies (note 7) | ||
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value, zero shares issued and outstanding | ||
Common stock, $0.0001 par value, 38,019,951 and 31,581,666 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 4 | 3 |
Additional paid-in capital | 98,008 | 91,035 |
Accumulated other comprehensive income (loss) | (11) | 9 |
Accumulated deficit | (87,205) | (82,765) |
Total ClearSign Technologies Corporation stockholders' equity | 10,796 | 8,282 |
Total equity | 10,796 | 8,282 |
Total Liabilities and Equity | $ 11,863 | $ 9,363 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 38,019,951 | 31,581,666 |
Common stock, shares outstanding | 38,019,951 | 31,581,666 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Condensed Consolidated Statements of Operations | ||||
Revenues | $ 324 | $ 190 | $ 324 | $ 553 |
Cost of goods sold | 201 | 278 | 201 | 1,008 |
Gross profit (loss) | 123 | (88) | 123 | (455) |
Operating expenses: | ||||
Research and development | 97 | 1,138 | 393 | 2,436 |
General and administrative | 1,461 | 1,131 | 4,342 | 4,029 |
Total operating expenses | 1,558 | 2,269 | 4,735 | 6,465 |
Loss from operations | (1,435) | (2,357) | (4,612) | (6,920) |
Other income | ||||
Interest, net | 35 | 35 | ||
Government assistance | 88 | 100 | ||
Gain on forgiveness of debt | 251 | |||
Gain from sale of assets | 37 | |||
Other income, net | 4 | 4 | ||
Total other income | 123 | 4 | 172 | 255 |
Net loss | (1,312) | (2,353) | (4,440) | (6,665) |
Net loss attributed to non-controlling interest | (1) | |||
Net loss attributed to common stockholders | $ (1,312) | $ (2,353) | $ (4,440) | $ (6,664) |
Net loss per share - basic | $ (0.03) | $ (0.07) | $ (0.13) | $ (0.21) |
Net loss per share - fully diluted | $ (0.03) | $ (0.07) | $ (0.13) | $ (0.21) |
Weighted average number of shares outstanding - basic | 37,871,291 | 31,491,174 | 34,435,117 | 31,114,769 |
Weighted average number of shares outstanding - fully diluted | 37,871,291 | 31,491,174 | 34,435,117 | 31,114,769 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (loss) | Accumulated Deficit | Total ClearSign Technologies Corp. Stockholders' Equity | Noncontrolling Interest | Total |
Beginning Balance at Dec. 31, 2020 | $ 3 | $ 84,411 | $ (74,874) | $ 9,540 | $ 1 | $ 9,541 | |
Beginning Balances (in shares) at Dec. 31, 2020 | 30,077 | ||||||
Shares issued upon exercise of options ($1.90 per share) | 2 | 2 | 2 | ||||
Shares issued upon exercise of options ($1.90 per share) (in shares) | 1 | ||||||
Shares issued upon exercise of options ($3.80 per share) | 36 | 36 | 36 | ||||
Shares issued upon exercise of options ($3.80 per share) (in shares) | 9 | ||||||
Shares issued upon exercise of options ($1.21 per share) | 4 | 4 | 4 | ||||
Shares issued upon exercise of options ($1.21 per share) (in shares) | 3 | ||||||
Shares issued upon exercise of options ($1.80 per share) | 67 | 67 | 67 | ||||
Shares issued upon exercise of options ($1.80 per share) (in shares) | 38 | ||||||
Fair value of stock issued in payment of accrued compensation | 217 | 217 | 217 | ||||
Fair value of stock issued in payment of accrued compensation (in shares) | 64 | ||||||
Share based compensation | 410 | 410 | 410 | ||||
Shares issued through the use of At-The Market issuance | 4,469 | 4,469 | 4,469 | ||||
Shares issued through the use of At-The Market issuance (in shares) | 941 | ||||||
Proceeds receivable from At-The Market issuance | (1,076) | (1,076) | (1,076) | ||||
Fair value of stock options issued for board service | 210 | 210 | 210 | ||||
Shares issued for services (in shares) | 4 | ||||||
Shares Issued For Services ($2.33 per share) | 9 | 9 | 9 | ||||
Net loss | (2,021) | (2,021) | (2,021) | ||||
Ending Balance at Mar. 31, 2021 | $ 3 | 88,759 | (76,895) | 11,867 | 1 | 11,868 | |
Ending Balances (in shares) at Mar. 31, 2021 | 31,137 | ||||||
Beginning Balance at Dec. 31, 2020 | $ 3 | 84,411 | (74,874) | 9,540 | 1 | 9,541 | |
Beginning Balances (in shares) at Dec. 31, 2020 | 30,077 | ||||||
Net loss | (6,665) | ||||||
Ending Balance at Sep. 30, 2021 | $ 3 | 90,955 | (81,538) | 9,420 | 9,420 | ||
Ending Balances (in shares) at Sep. 30, 2021 | 31,575 | ||||||
Beginning Balance at Mar. 31, 2021 | $ 3 | 88,759 | (76,895) | 11,867 | 1 | 11,868 | |
Beginning Balances (in shares) at Mar. 31, 2021 | 31,137 | ||||||
Shares issued upon exercise of options ($1.21 per share) | 72 | 72 | 72 | ||||
Shares issued upon exercise of options ($1.21 per share) (in shares) | 95 | ||||||
Share based compensation | 19 | 19 | 19 | ||||
Shares issued through the use of At-The Market issuance | 1,916 | 1,916 | 1,916 | ||||
Shares issued through the use of At-The Market issuance (in shares) | 152 | ||||||
Shares issued upon exercise of options ($3.10 per share) | 54 | 54 | 54 | ||||
Shares issued upon exercise of options ($3.10 per share) (in shares) | 17 | ||||||
Shares issued upon exercise of options ($0.89 per share) | 36 | 36 | 36 | ||||
Shares issued upon exercise of options ($0.89 per share) (in shares) | 42 | ||||||
Shares issued upon exercise of options ($1.85 per share) | 6 | 6 | 6 | ||||
Shares issued upon exercise of options ($1.85 per share) (in shares) | 3 | ||||||
Shares issued upon exercise of options ($0.98 per share) (in shares) | 23 | ||||||
Shares issued upon exercise of options ($2.93 per share) (in shares) | 6 | ||||||
Fair value of stock options issued for board service | 52 | 52 | 52 | ||||
Shares Issued For Services ($2.33 per share) | 9 | 9 | 9 | ||||
Shares issued for services ($2.33 per share) (in shares) | 4 | ||||||
Net loss | (2,290) | (2,290) | $ (1) | (2,291) | |||
Ending Balance at Jun. 30, 2021 | $ 3 | 90,923 | (79,185) | 11,741 | 11,741 | ||
Ending Balances (in shares) at Jun. 30, 2021 | 31,479 | ||||||
Shares issued upon exercise of options ($1.90 per share) | 10 | 10 | 10 | ||||
Shares issued upon exercise of options ($1.90 per share) (in shares) | 5 | ||||||
Shares issued upon exercise of options ($1.21 per share) | 79 | 79 | 79 | ||||
Shares issued upon exercise of options ($1.21 per share) (in shares) | 65 | ||||||
Shares issued upon exercise of options ($0.89 per share) | 19 | 19 | 19 | ||||
Shares issued upon exercise of options ($0.89 per share) (in shares) | 22 | ||||||
Shares Issued For Services ($2.33 per share) | 9 | 9 | 9 | ||||
Shares issued for services ($2.33 per share) (in shares) | 4 | ||||||
Net reversal of share based compensation | (85) | (85) | (85) | ||||
Net loss | (2,353) | (2,353) | (2,353) | ||||
Ending Balance at Sep. 30, 2021 | $ 3 | 90,955 | (81,538) | 9,420 | 9,420 | ||
Ending Balances (in shares) at Sep. 30, 2021 | 31,575 | ||||||
Beginning Balance at Dec. 31, 2021 | $ 3 | 91,035 | $ 9 | (82,765) | 8,282 | 8,282 | |
Beginning Balances (in shares) at Dec. 31, 2021 | 31,582 | ||||||
Fair value of stock issued in payment of accrued compensation | 95 | 95 | 95 | ||||
Fair value of stock issued in payment of accrued compensation (in shares) | 66 | ||||||
Share based compensation | 80 | 80 | 80 | ||||
Share based compensation (in shares) | 3 | ||||||
Shares issued through the use of At-The Market issuance | 578 | 578 | 578 | ||||
Shares issued through the use of At-The Market issuance (in shares) | 496 | ||||||
Shares issued upon exercise of options ($0.89 per share) (in shares) | 1 | ||||||
Shares issued upon exercise of options ($2.93 per share) (in shares) | 3 | ||||||
Fair value of stock options granted in payment of accrued compensation | 12 | 12 | 12 | ||||
Shares issued for services ($1.93 per share) | 7 | 7 | 7 | ||||
Shares issued for services ($1.93 per share) (in shares) | 4 | ||||||
Net loss | (1,490) | (1,490) | (1,490) | ||||
Ending Balance at Mar. 31, 2022 | $ 3 | 91,807 | 9 | (84,255) | 7,564 | 7,564 | |
Ending Balances (in shares) at Mar. 31, 2022 | 32,155 | ||||||
Beginning Balance at Dec. 31, 2021 | $ 3 | 91,035 | 9 | (82,765) | 8,282 | 8,282 | |
Beginning Balances (in shares) at Dec. 31, 2021 | 31,582 | ||||||
Net loss | (4,440) | ||||||
Ending Balance at Sep. 30, 2022 | $ 4 | 98,008 | (11) | (87,205) | 10,796 | 10,796 | |
Ending Balances (in shares) at Sep. 30, 2022 | 38,020 | ||||||
Beginning Balance at Mar. 31, 2022 | $ 3 | 91,807 | 9 | (84,255) | 7,564 | 7,564 | |
Beginning Balances (in shares) at Mar. 31, 2022 | 32,155 | ||||||
Share based compensation | 50 | 50 | 50 | ||||
Shares issued through the use of At-The Market issuance | 9 | 9 | 9 | ||||
Shares issued through the use of At-The Market issuance (in shares) | 5 | ||||||
Shares issued for services ($1.93 per share) | 7 | 7 | 7 | ||||
Shares issued for services ($1.93 per share) (in shares) | 4 | ||||||
Shares issued in stock/rights offering | $ 1 | 4,210 | 4,211 | 4,211 | |||
Shares issued in stock/rights offering (in shares) | 4,186 | ||||||
Foreign-Exchange Translation Adjustment | (10) | (10) | (10) | ||||
Net loss | (1,638) | (1,638) | (1,638) | ||||
Ending Balance at Jun. 30, 2022 | $ 4 | 96,083 | (1) | (85,893) | 10,193 | 10,193 | |
Ending Balances (in shares) at Jun. 30, 2022 | 36,350 | ||||||
Share based compensation | 177 | 177 | 177 | ||||
Share based compensation (in shares) | 64 | ||||||
Shares issued upon cashless exercise of options ($0.89 per share) (in shares) | 10 | ||||||
Shares issued pursuant to purchase right ($1.11 per share) | 1,741 | 1,741 | 1,741 | ||||
Shares issued pursuant to purchase right ($1.11 per share) (in shares) | 1,592 | ||||||
Shares issued for services ($1.93 per share) | 7 | 7 | 7 | ||||
Shares issued for services ($1.93 per share) (in shares) | 4 | ||||||
Foreign-Exchange Translation Adjustment | (10) | (10) | (10) | ||||
Net loss | (1,312) | (1,312) | (1,312) | ||||
Ending Balance at Sep. 30, 2022 | $ 4 | $ 98,008 | $ (11) | $ (87,205) | $ 10,796 | $ 10,796 | |
Ending Balances (in shares) at Sep. 30, 2022 | 38,020 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Condensed Consolidated Statements of Stockholders' Equity | ||||||
Common stock for options exercise, 0.89 per share issue | $ 0.89 | $ 0.89 | $ 0.89 | |||
Common stock for options exercise, 0.98 per share issue | 0.98 | |||||
Common stock for options exercise, 1.21 per share issue | 1.21 | 1.21 | $ 1.21 | |||
Common stock for options exercise, 1.80 per share issue | 1.80 | |||||
Common stock for options exercise, 1.85 per share issue | 1.85 | |||||
Common stock for options exercise, 1.90 per share issue | 1.90 | 1.90 | ||||
Common stock for options exercise, 2.93 per share issue | 2.93 | 2.93 | ||||
Common stock for options exercise, 3.10 per share issue | 3.10 | |||||
Common stock for options exercise, 3.80 per share issue | 3.80 | |||||
Shares issued through at the market issuance 1.24 average per share | 1.24 | |||||
Shares issued through at the market issuance 1.71 average per share | $ 1.71 | |||||
Common stock shares issued for services - per share | $ 2.33 | $ 2.33 | $ 2.33 | |||
Shares issued in stock offering | 1.11 | |||||
Shares issued upon cashless exercise of options per share | $ 0.89 | |||||
Shares issued pursuant to purchase right per share | 1.11 | |||||
Common stock for services 1.93 per share | $ 1.93 | $ 1.93 | $ 1.93 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (4,440) | $ (6,665) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 21 | 27 |
Share based compensation | 307 | 606 |
Depreciation and amortization | 113 | 215 |
Impairment of intangible assets | 236 | |
Gain from sale of fixed assets | (37) | |
Gain on forgiveness of Payroll Protection Program Loan and interest | (251) | |
Change in operating assets and liabilities: | ||
Contract assets | (245) | 92 |
Accounts receivable | (5) | |
Prepaid expenses and other assets | (161) | 11 |
Accounts payable and accrued liabilities | 17 | (160) |
Accrued compensation and related taxes | 189 | 441 |
Contract liabilities | (23) | (94) |
Net cash used in operating activities | (4,264) | (5,542) |
Cash flows from investing activities: | ||
Acquisition of fixed assets | (5) | (66) |
Disbursements for patents and other intangible assets | (114) | (69) |
Proceeds from sale of fixed assets | 37 | |
Purchases of held-to-maturity short-term US treasuries | (3,900) | |
Net cash used in investing activities | (3,982) | (135) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of offering costs | 6,539 | 5,309 |
Proceeds from exercise of stock options and warrants | 385 | |
Net cash provided by financing activities | 6,539 | 5,694 |
Effect of exchange rate changes on cash and cash equivalents | (20) | |
Net change in cash and cash equivalents | (1,727) | 17 |
Cash and cash equivalents, beginning of period | 7,607 | 8,824 |
Cash and cash equivalents, end of period | 5,880 | 8,841 |
Supplemental disclosure of cash flow information: | ||
Officer and employee equity awards for prior year accrued compensation | $ 107 | $ 217 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Description of Business | |
Organization and Description of Business | Note 1 – Organization and Description of Business ClearSign Technologies Corporation (“ClearSign” or the “Company”) designs and develops products and technologies that have been shown to significantly improve key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety, and overall cost-effectiveness. The Company’s patented technologies are designed to be embedded in established OEM products as ClearSign Core™ and ClearSign Eye™ and other sensing configurations in order to enhance the performance of combustion systems and fuel safety systems in a broad range of markets. These markets include energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. The Company’s primary technology is its ClearSign Core technology, which achieves very low emissions without the need of external flue gas recirculation, selective catalytic reduction, or higher excess air operation. The Company was incorporated in the State of Washington in 2008. During January 2022, the Company relocated its headquarters from Seattle, Washington to Tulsa, Oklahoma. On July 28, 2017, the Company incorporated a subsidiary, ClearSign Asia Limited, in Hong Kong to represent the Company’s business and technological interests throughout Asia. Through ClearSign Asia Limited, the Company has established a Wholly Foreign Owned Enterprise (WFOE) in China – ClearSign Combustion (Beijing) Environmental Technologies Co., LTD. Unless otherwise stated or the context otherwise requires, the terms ClearSign and the Company refer to ClearSign Technologies Corporation and its subsidiary, ClearSign Asia Limited. Liquidity The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company’s technologies are currently in field development, but with nominal fully operational commercial installations, 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. Historically, the Company has financed operations primarily through issuances of equity securities. Since inception, the Company has raised approximately $91 million in gross proceeds through the sale of its equity securities. During the nine months ended September 30, 2022, the Company raised approximately $6.5 million in net proceeds by issuing approximately 6.3 million shares of common stock. The Company has incurred losses since its inception totaling $87.2 million and expects to experience operating losses and negative cash flows for the foreseeable future. Management believes that the successful growth and operation of the Company’s business is dependent upon its ability to obtain adequate sources of funding through co-development agreements, strategic partnering agreements, or equity or debt financing to adequately support product commercialization 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, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Form 10-Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet at December 31, 2021 has been derived from the Company’s audited financial statements as of that date. In the opinion of management, these condensed consolidated financial statements reflect all normal recurring and other adjustments necessary for a fair presentation. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods. The accompanying unaudited condensed consolidated financial statements include the accounts of ClearSign and its subsidiary. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition and Cost of Sales The Company recognizes revenue and related cost of goods sold in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 606 Revenue from Contracts with Customers 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 collectability is determined, revenue is recorded. For any contract that is expected to incur costs in excess of the contract price, the Company accrues the estimated loss in full in the period such determination is made. Contract Acquisition Costs and Practical Expedients For contracts that have a duration of less than one year, the Company follows ASC 606, Narrow Scope Improvements and Practical Expedients 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 or expected warranty experience and current product performance trends and are recorded as a component of cost of sales at the time revenue is recognized. 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. Product warranties are included in accrued liabilities in the balance sheets. Cash and Cash Equivalents Cash and cash equivalents consist of cash on deposit in a checking and savings account. Short-Term Investments Short-term investments consist of U.S. treasuries with original maturities of twelve months or less and greater than three months. These short-term investments are classified as held to maturity and are recorded on an amortized cost basis based on the Company’s positive intent and ability to hold these securities to maturity. As of September 30, 2022, the Company has not experienced any other-than-temporary impairment of its short-term investments. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivables are recorded at the contractual invoiced amount. An allowance for doubtful accounts is established, as necessary, based on past experience and management’s judgment. The determination of the collectability of amounts due from customers require the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Company’s customers. Based on a review of these factors, the Company may establish or adjust the allowance for specific customers and the accounts receivable portfolio as a whole. Fixed Assets and Leases Fixed assets are recorded at cost. Leases are recorded in accordance with FASB ASC 842, Leases three Patents and Trademarks Third-party expenses related to patents and trademarks are recorded at cost, less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the assets once they are awarded. Patent application costs are deferred pending the outcome of patent and trademark applications. Costs associated with unsuccessful patent applications and abandoned intellectual property are expensed when determined to have no continuing value in current business activity. The Company evaluates the recoverability of the carrying values of intangible assets each reporting period. Impairment of Long-Lived Assets The Company tests long-lived assets, consisting of fixed assets, patents, trademarks, and other intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected from the use and eventual disposition of the assets. In the event an asset is not fully recoverable, 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. Losses on long-lived assets to be disposed are determined in a similar manner, except those 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 equivalents, short-term investments, accounts receivable, 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 nature of these instruments. The Company did not identify any other recurring or 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, consumables, and consulting fees, including costs to develop and test prototype equipment and parts. Research and Development costs have been offset by funds received, if any, from strategic partners in cost sharing, collaborative projects. Government Assistance We have adopted Accounting Standards Update (“ASU”) 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance, 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 the Company would not be able to realize their benefits, or that future deductibility is uncertain. Tax benefits are recognized only if it is more likely than not that the tax benefits will be utilized in the foreseeable future. Share-Based Compensation The costs of all employee stock options, as well as other equity-based compensation arrangements, are reflected in the unaudited condensed consolidated financial statements based on the estimated fair value of the awards on the grant date. That cost is recognized over the period during which an employee is required to provide service in exchange for the award, or in the case of performance options, expense is recognized upon completion of a milestone as defined in the grant agreement. Share-based compensation for stock grants to non-employees is determined as the fair value of the consideration received or the fair value of equity instruments issued, whichever is more reliably measured. Foreign Operations The accompanying unaudited condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021 include assets amounting to approximately $205 thousand and $274 thousand, respectively, relating to operations of ClearSign Asia Limited. The Beijing registered capital requirement is $350 thousand, which is required to be paid by 2027, and of which none has been paid to date. It is always possible that unanticipated events in foreign countries could disrupt the Company’s operations, and since the first quarter of 2020 this has been and currently continues to be the case with the effects of the recent COVID-19 pandemic. Foreign Currency Assets and liabilities of ClearSign Asia Limited with non-U.S. Dollar functional currency are translated to U.S. Dollars using exchange rates in effect at the end of the period. Revenue and expenses are translated to U.S. Dollars using rates that approximate those in effect during the period. The resulting translation adjustments are included in the Company’s condensed consolidated balance sheets in the stockholders’ equity section as a component of accumulated other comprehensive income (loss). Noncontrolling Interest The subsidiary of the Company has a minority shareholder agreement representing an ownership interest of 1.00% of ClearSign Asia Limited. The Company accounts for this noncontrolling interest pursuant to FASB Topic ASC 810, Consolidation, 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, 2022 and December 31, 2021, potentially dilutive shares outstanding amounted 3.1 million and 3.3 million, respectively. Recently Issued Accounting Pronouncements In June 2017, the FASB issued an Accounting Standards Update (“ASU”) 2016-13, Financial Instruments (Topic 326) Measurement of Credit Losses on Financial Instruments |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2022 | |
Fixed Assets | |
Fixed Assets | Note 3 – Fixed Assets Fixed Assets Fixed assets are summarized as follows: September 30, December 31, (in thousands) 2022 2021 Machinery and equipment $ 393 $ 722 Office furniture and equipment 173 218 Leasehold improvements 192 192 758 1,132 Accumulated depreciation and amortization (695) (1,055) 63 77 Operating lease ROU assets, net 364 453 Total $ 427 $ 530 Depreciation and amortization expense for the nine months ended September 30, 2022 and 2021 totaled $19 thousand and $21 thousand, respectively. Leases The Company leases office space in Seattle, Washington, Tulsa, Oklahoma and Beijing, China. During June 2022, the Company entered into a new lease agreement for its Beijing office space for a period of one year. We classified this lease as an operating lease since it is more likely than not the lease will be renewed at the end of its term. Prior to entering into this new lease agreement, the monthly rent for the old Beijing office space was approximately $5 thousand, equating to an annual total short term lease expense of $23 thousand prior to termination in June 2022. The Seattle, Tulsa, and Beijing leases are classified as operating leases, with remaining terms ranging from one to six years ; contractual language requires renewal negotiations to occur at or near termination. These leases are normal and customary for office space, in that, contractual guarantees exist requiring the lessee to return the premises to its original functional state. The Company accrued an estimated cost of $32 thousand in each of 2021 and 2022, for a total of approximately $64 thousand, to prepare for the restoration of the Seattle office. The Company plans to exit the Seattle lease on or before contract termination as part of our headquarters move from Seattle to Tulsa. In preparation for this move, the Company entered into the Tulsa operating lease agreement in April 2021. The Seattle and Tulsa leases contain fixed annual lease payments that increase annually by factors that range between 2% to 3%. The Seattle, Tulsa, and Beijing total monthly minimum rent is approximately $22 thousand. Contractual agreements contain expiration dates ranging from less than twelve months to less than six years. Supplemental balance sheet information related to operating leases is as follows: September 30, December 31, (in thousands) 2022 2021 Operating lease ROU assets, net $ 364 $ 453 Lease Liabilities: Current lease liabilities $ 180 $ 205 Long term lease liabilities 239 350 Total lease liabilities $ 419 $ 555 September 30, 2022 Weighted average remaining lease term (in years): 2.4 Weighted average discount rate: 5.7 % Operating lease costs for the three and nine months ended September 30, 2022 are $49 thousand and $138 thousand, respectively. Operating lease costs for the three and nine months ended September 30, 2021 are $66 thousand and $162 thousand, respectively. For the Nine Months Ended Supplemental cash flow information related to leases is as follows: September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 185 $ 162 Non-cash impact of new leases and lease modifications New operating lease liabilities $ 25 $ — Minimum future payments under the Company’s lease liabilities as of September 30, 2022 are as follows: Discounted Payments lease due under (in thousands) liability lease payments agreements 2022 (remaining 3 months) $ 60 $ 66 2023 134 148 2024 54 64 2025 58 66 2026 63 67 Thereafter 50 51 Total $ 419 $ 462 At September 30, 2022, $43 thousand of our future minimum lease payments represented interest. |
Patents and Other Intangible As
Patents and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Patents and Other Intangible Assets | |
Patents and Other Intangible Assets | Note 4 – Patents and Other Intangible Assets Patents and other intangible assets are summarized as follows: September 30, December 31, (in thousands) 2022 2021 Patents Patents pending $ 364 $ 439 Issued patents 761 577 1,125 1,016 Trademarks Trademarks pending 6 3 Registered trademarks 95 94 101 97 Other 8 8 1,234 1,121 Accumulated amortization (416) (322) $ 818 $ 799 Future amortization expense associated with issued patents and registered trademarks as of September 30, 2022 is as follows: (in thousands) 2022 (remaining 3 months) $ 38 2023 133 2024 111 2025 79 2026 45 Thereafter 34 $ 440 The amortization life for patents ranges between three to five years , with trademark lives set at ten years . The Company does not amortize patents or trademarks classified as pending. During the nine months ended September 30, 2022 and 2021, the Company assessed its patent and trademark assets. The Company also evaluated its strategic approach to the pursuit and protection of its intellectual property. It is the intent of the Company to continue to pursue intellectual property protection. If the Company identifies certain assets where the intellectual property does not directly align with its core technology, the Company will impair the intangible asset and write-off the asset to research and development expense. |
Revenue, Contract Assets and Co
Revenue, Contract Assets and Contract Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Revenue, Contract Assets and Contract Liabilities | |
Revenue, Contract Assets and Contract Liabilities | Note 5 – Revenue, Contract Assets and Contract Liabilities The Company recognized $324 thousand of revenues and $201 thousand of cost of goods sold during the three and nine months ended September 30, 2022. The revenue and cost of goods sold are mostly in connection with the completion of a technology validation project. The Company recognized $190 thousand of revenue during the three months ended September 30, 2021 and $553 thousand during the nine months ended September 30, 2021. Revenues were generated from the completion and delivery of our process burner products to a global supermajor oil company and domestic infrastructure company. During the three and nine months ended September 30, 2021, the Company recognized cost of goods sold of $278 thousand and $1,008 thousand, respectively. Cost of goods sold during the three months ended September 30, 2021 consisted of $182 thousand in estimated losses on a contract that the Company anticipated would show losses upon completion and $96 thousand related to the delivery and sale of a process burner product. Cost of goods sold during the nine months ended September 30, 2021 consisted of $390 thousand recorded upon completion of a process burner contract and $712 thousand in anticipated contract losses upon completion of the contract. These amounts were offset by adjustments totaling $86 thousand related to the reversals of accruals for product warranties that expired and $8 thousand of accrual adjustments. The Company had contract assets of $284 thousand and $39 thousand at September 30, 2022 and December 31, 2021, respectively. The Company had contract liabilities of $61 thousand and $84 thousand at September 30, 2022 and December 31, 2021. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity | |
Equity | Note 6 – Equity Common Stock and Preferred Stock The Company is authorized to issue 62.5 million shares of common stock and 2.0 million 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 July 2018, the Company completed a private equity offering and executed a Stock Purchase Agreement with clirSPV LLC, which permits participation in future capital raising transactions (the “Participation Right”) on the same terms as other investors participating in such transactions. In no event may the Participation Right be exercised to the extent it would cause clirSPV LLC 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. In May 2022, the Company signed an agreement with clirSPV LLC, that provides for an election right to extend the Participation Right beyond the original expiration date of December 31, 2023, but to no later than June 30, 2027. This election is pursuant to specific terms and conditions and expires on December 31, 2023. On June 1, 2022, the Company completed a firm commitment underwritten public offering pursuant to an underwriting agreement, dated May 27, 2022, by and between the Company and Newbridge Securities Corporation by issuing 4,186 thousand shares of common stock at a price to the public of $1.11 per share, resulting in gross proceeds of approximately $4.6 million and net cash proceeds of approximately $4.2 million. During July 2022, the Company issued approximately 1,592 thousand shares to clirSPV LLC pursuant to the Participation Right, at a price per share of $1.11, resulting in net cash proceeds to the Company of approximately $1.7 million. The Company has an At-The-Market (“ATM”) Offering Sales Agreement with Virtu Americas LLC, as sales agent pursuant to which it may currently sell shares of common stock with an aggregate offering price of up to $8.7 million. During the three months ended September 30, 2022, the Company issued zero shares of its common stock from the ATM program. During the nine months ended September 30, 2022, the Company issued approximately 501 thousand shares of its common stock at an average price of $1.24 per share for gross proceeds of approximately $624 thousand and net cash proceeds of approximately $587 thousand. As of September 30, 2022, the Company has issued approximately 1.6 million shares of common stock under the ATM program, at an average price of $3.84 per share. Gross proceeds totaled approximately $6.1 million and net cash proceeds was approximately $5.9 million. The Company is currently subject to the SEC’s “baby shelf rules,” which prohibit companies with a public float of less than $75 million from issuing securities under a shelf registration statement in excess of one-third of such company’s public float in a 12-month period. These rules may limit future issuances of shares by the Company under our shelf registration statement on Form S-3, our ATM Offering Sales Agreement or other common stock offerings. Equity Incentive Plan On June 17, 2021, the Company's shareholders approved and the Company adopted the ClearSign Technologies Corporation 2021 Equity Incentive Plan (the “2021 Plan”) which permits the Company to grant Incentive Stock Options, Non-statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and Performance Shares, to eligible participants, which includes employees, directors and consultants. The Compensation Committee of the Board of Directors is authorized to administer the 2021 Plan. The 2021 Plan provides for an annual increase in available shares equal to the lesser of (i) 10% of the aggregate number of shares of Common Stock issued by the Company in the prior fiscal year; or (ii) such number provided by the Compensation Committee; provided, however, that the total cumulative increase in the number of shares available for issuance pursuant to this automatic share increase shall not exceed 400 thousand shares of common stock. In 2022, the board of directors approved an increase of 150,423 shares. Ending balances of the Plans are as follows: September 30, December 31, ( in thousands 2022 2021 Outstanding options and restricted stock units 3,114 3,076 Reserved but unissued shares under the Plans 2,866 2,901 Total authorized shares under the Plans 5,980 5,977 Stock Options Under the terms of the 2021 Plan, incentive stock options and nonstatutory stock options must have an exercise price at or above the fair market value on the date of the grant. At the time of grant, the Company will determine the period within which the option may be exercised and will specify any conditions that must be satisfied before the option vests and may be exercised. The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. As permitted by SEC Staff Accounting Bulletin (SAB) 107, management utilized the simplified approach to estimate the expected term of the options, which represents the period of time that options granted are expected to be outstanding. Expected volatility has been determined through the Company’s historical stock price volatility. The Company has not made an estimate of forfeitures at the time of the grant, but rather accounts for forfeitures at the time they occur. The risk-free rate for periods within the expected life of the option 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 in the calculation of the fair value of stock options: September 30, 2022 Expected life 5.71 years Weighted average volatility 77.64 % Weighted average risk-free interest rate 1.39 % Expected dividend rate 0 % Compensation expense associated with stock option awards for the three and nine months ended September 30, 2022 totaled $ 27 thousand and $ 84 thousand, respectively. Compensation expense associated with stock option awards for the three and nine months ended September 30, 2021 totaled $ (85) thousand and $ 344 thousand, respectively. A summary of the Company’s stock option activity and changes is as follows: September 30, 2022 ( in thousands Options to Purchase Common Stock Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding at January 1 2,964 $ 2.06 6.89 Granted 88 $ 1.26 9.26 Exercised (43) $ 0.89 — Forfeited/Expired (230) $ 1.99 — Outstanding at September 30 2,779 $ 2.05 6.66 Exercisable at September 30 1,952 $ 1.70 6.08 The estimated aggregate pretax intrinsic value of the Company’s outstanding vested stock options at September 30, 2022 is $53 thousand. The intrinsic value is the difference between the Company’s common stock price and the option exercise prices multiplied by the number of in-the-money options. This amount changes based on the fair value of the Company’s common stock. At September 30, 2022, there was $1.1 million of total unrecognized compensation cost related to non-vested stock option-based compensation arrangements. Vesting criteria ranges from time-based to performance-based. The Company records costs for time-based arrangements ratably across the timeframe, whereas performance-based arrangements require management to continually evaluate predetermined goals against actual circumstances. Restricted Stock Units The Company approved compensation for board service to be paid to its independent directors in restricted stock units (“RSUs”) under the 2021 Plan. Compensation is earned on a quarterly basis with the target value of compensation set at $85 thousand per quarter. A RSU grant is to be awarded to each independent director in the beginning of the quarter in which services will be rendered, and the number of RSUs granted is to be based on the trading value of the Company’s stock on the date of the award. The vesting of the RSU grants is contingent upon the occurrence of one of four future events which the Company cannot predict or control. For the nine months ended September 30, 2022, one of the events occurred relating to a director who resigned in August 2022, and stock-based compensation for board services totaled $114 thousand representing the vesting of 65 thousand RSUs. For active directors at September 30, 2022, stock based compensation has not been recognized for services performed during the nine months ended September 30, 2022 in accordance with FASB Accounting Standards Codification , , Compensation-Stock Compensation, During January 2022, the Company issued retention bonuses for employees in the form of RSUs. These awards vest 12 months from the date of award for services rendered in 2022. During the nine months ended September 30, 2022, the Company issued 97 thousand RSUs to employees amounting to $105 thousand of recognized compensation and $35 thousand for unrecognized compensation. Stock Grants During 2022, the Company issued 66 thousand shares of common stock with a fair value of $1.44 per share to its employees. These shares were issued in lieu of cash for payment of 2021 accrued bonuses totaling $125 thousand that were recorded during the year ended December 31, 2021. In addition, the Company issued 3 thousand shares for a one-time $3 thousand bonus to one employee in recognition of their performance. Consultant Stock Plan The 2013 Consultant Stock Plan (the “Consultant Plan”) 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 Consultant Plan provides for quarterly increases in the available number of authorized shares equal to the lesser of 1% of any new shares issued by the Company during the quarter immediately prior to the adjustment date or such lesser amount as the Board of Directors shall determine. The Consultant Plan activity and change is as follows: September 30, ( in thousands 2022 Reserved but unissued shares, January 1 211 Grants (12) Reserved but unissued shares 199 The Consultant Plan compensation expense is summarized as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Compensation Expense $ 7 $ 9 $ 21 $ 27 Weighted Average Value Per Share $ 1.93 $ 2.33 $ 1.93 $ 2.33 Inducement Stock Options Pursuant to the rules of The Nasdaq Stock Market, and in compliance with those rules, the Company may issue equity awards, including stock options, as an inducement to an individual to accept employment with the Company. Inducement awards need not be approved by the Company's shareholders. During the year ended December 31, 2019, the Company granted 341 thousand non-qualified stock options to its Chief Executive Officer. The fair value of the non-qualified stock options estimated on the date of grant using the Black-Scholes valuation model was $176 thousand. The compensation expense recognized for these awards for the nine months ended September 30, 2022 and 2021 was zero and $13 thousand, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 7 – Commitments and Contingencies Litigation From time to time the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in any such matter may harm the Company’s business. As of the date of this report, the Company is not a party to any material pending legal proceedings or claims that the Company believes will have a material adverse effect on the business, financial condition or operating results. Indemnification Agreements The Company maintains indemnification agreements with our directors and officers that may require the Company to indemnify these individuals against liabilities that arise by reason of their status or service as directors or officers, except as prohibited by law. |
The Paycheck Protection Program
The Paycheck Protection Program (PPP) Loan | 9 Months Ended |
Sep. 30, 2022 | |
The Paycheck Protection Program (PPP) Loan | |
The Paycheck Protection Program (PPP) Loan | Note 8 – The Paycheck Protection Program (PPP) Loan On May 8, 2020, the Company obtained a loan in the amount of $251 thousand (the “PPP loan”) from Bank of America (the “Lender”), pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economics Security Act (the “CARES Act”) that was signed into law in March 2020. In accordance with the PPP, the Company was permitted to use the PPP loan proceeds to fund designated expenses, including certain payroll costs, rent, utilities, and other permitted expenses. The PPP loan was evidenced by a promissory note, dated effective May 1, 2020, issued by the Company to the Lender. The PPP loan was unsecured with a 2-year term and bore interest at a rate of 1.00% per annum. The Company applied with the Small Business Administration, ("SBA") for loan forgiveness in January 2021. Payments on this note were deferred by the Lender until the forgiveness status of the loan was ascertained. In the second quarter of 2021, the Company received documentation from the SBA stating that this loan was forgiven in full. As a result, the Company recorded a $251 thousand gain on forgiveness of debt and accrued interest during the nine months ended September 30, 2021. |
Government Assistance
Government Assistance | 9 Months Ended |
Sep. 30, 2022 | |
Government Assistance | |
Government Assistance | Note 9 – Government Assistance During 2022, the Company was awarded a research grant from the Department of Energy (“DOE”) for approximately $250 thousand with an estimated completion occurring in the first three months of 2023. The purpose of the grant is to produce a research paper for a flexible fuel ultra-low NOx process burner capable of burning 100% hydrogen fuel. The award allows the Company to request reimbursements for expenditures such as labor, material, and administrative costs. During the three and nine months ended September 30, 2022, the Company recognized $76 thousand in reimbursements from DOE. Beginning in 2021, the Company received funds relating to the Oklahoma 21 st Company. For the three and nine months ended September 30, 2022, the Company recognized $12 thousand and $24 thousand in government assistance. During the nine months ended September 30, 2021, the Company had no government assistance from this program. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 10 – Subsequent Events The Company has evaluated subsequent events as of the date of this report, and has none to report. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Form 10-Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet at December 31, 2021 has been derived from the Company’s audited financial statements as of that date. In the opinion of management, these condensed consolidated financial statements reflect all normal recurring and other adjustments necessary for a fair presentation. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods. The accompanying unaudited condensed consolidated financial statements include the accounts of ClearSign and its subsidiary. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition and Cost of Sales | Revenue Recognition and Cost of Sales The Company recognizes revenue and related cost of goods sold in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 606 Revenue from Contracts with Customers 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 collectability is determined, revenue is recorded. For any contract that is expected to incur costs in excess of the contract price, the Company accrues the estimated loss in full in the period such determination is made. |
Contract Acquisition Costs and Practical Expedients | Contract Acquisition Costs and Practical Expedients For contracts that have a duration of less than one year, the Company follows ASC 606, Narrow Scope Improvements and Practical Expedients |
Product Warranties | Product Warranties The Company warrants all installed products against defects in materials and workmanship for a period specified in each contract by replacing failed parts. Accruals for product warranties are based on historical or expected warranty experience and current product performance trends and are recorded as a component of cost of sales at the time revenue is recognized. 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. Product warranties are included in accrued liabilities in the balance sheets. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on deposit in a checking and savings account. |
Short-Term Investments | Short-Term Investments Short-term investments consist of U.S. treasuries with original maturities of twelve months or less and greater than three months. These short-term investments are classified as held to maturity and are recorded on an amortized cost basis based on the Company’s positive intent and ability to hold these securities to maturity. As of September 30, 2022, the Company has not experienced any other-than-temporary impairment of its short-term investments. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivables are recorded at the contractual invoiced amount. An allowance for doubtful accounts is established, as necessary, based on past experience and management’s judgment. The determination of the collectability of amounts due from customers require the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Company’s customers. Based on a review of these factors, the Company may establish or adjust the allowance for specific customers and the accounts receivable portfolio as a whole. |
Fixed Assets and Leases | Fixed Assets and Leases Fixed assets are recorded at cost. Leases are recorded in accordance with FASB ASC 842, Leases three |
Patents and Trademarks | Patents and Trademarks Third-party expenses related to patents and trademarks are recorded at cost, less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the assets once they are awarded. Patent application costs are deferred pending the outcome of patent and trademark applications. Costs associated with unsuccessful patent applications and abandoned intellectual property are expensed when determined to have no continuing value in current business activity. The Company evaluates the recoverability of the carrying values of intangible assets each reporting period. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company tests long-lived assets, consisting of fixed assets, patents, trademarks, and other intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected from the use and eventual disposition of the assets. In the event an asset is not fully recoverable, 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. Losses on long-lived assets to be disposed are determined in a similar manner, except those fair values are reduced for the cost of disposal. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs used to establish fair value are the following: ● Level 1 – Quoted prices in active markets for identical assets or liabilities; ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments primarily consist of cash equivalents, short-term investments, accounts receivable, 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 nature of these instruments. The Company did not identify any other recurring or non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value. |
Research and Development | Research and Development The cost of research and development is expensed as incurred. Research and development costs consist of salaries, benefits, share based compensation, consumables, and consulting fees, including costs to develop and test prototype equipment and parts. Research and Development costs have been offset by funds received, if any, from strategic partners in cost sharing, collaborative projects. |
Government Assistance | Government Assistance We have adopted Accounting Standards Update (“ASU”) 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance, |
Income Taxes | Income Taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not the Company would not be able to realize their benefits, or that future deductibility is uncertain. Tax benefits are recognized only if it is more likely than not that the tax benefits will be utilized in the foreseeable future. |
Share-Based Compensation | Share-Based Compensation The costs of all employee stock options, as well as other equity-based compensation arrangements, are reflected in the unaudited condensed consolidated financial statements based on the estimated fair value of the awards on the grant date. That cost is recognized over the period during which an employee is required to provide service in exchange for the award, or in the case of performance options, expense is recognized upon completion of a milestone as defined in the grant agreement. Share-based compensation for stock grants to non-employees is determined as the fair value of the consideration received or the fair value of equity instruments issued, whichever is more reliably measured. |
Foreign Operations | Foreign Operations The accompanying unaudited condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021 include assets amounting to approximately $205 thousand and $274 thousand, respectively, relating to operations of ClearSign Asia Limited. The Beijing registered capital requirement is $350 thousand, which is required to be paid by 2027, and of which none has been paid to date. It is always possible that unanticipated events in foreign countries could disrupt the Company’s operations, and since the first quarter of 2020 this has been and currently continues to be the case with the effects of the recent COVID-19 pandemic. |
Foreign Currency | Foreign Currency Assets and liabilities of ClearSign Asia Limited with non-U.S. Dollar functional currency are translated to U.S. Dollars using exchange rates in effect at the end of the period. Revenue and expenses are translated to U.S. Dollars using rates that approximate those in effect during the period. The resulting translation adjustments are included in the Company’s condensed consolidated balance sheets in the stockholders’ equity section as a component of accumulated other comprehensive income (loss). |
Noncontrolling Interest | Noncontrolling Interest The subsidiary of the Company has a minority shareholder agreement representing an ownership interest of 1.00% of ClearSign Asia Limited. The Company accounts for this noncontrolling interest pursuant to FASB Topic ASC 810, Consolidation, |
Net Loss per Common Share | Net Loss per Common Share Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive. At September 30, 2022 and December 31, 2021, potentially dilutive shares outstanding amounted 3.1 million and 3.3 million, respectively. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2017, the FASB issued an Accounting Standards Update (“ASU”) 2016-13, Financial Instruments (Topic 326) Measurement of Credit Losses on Financial Instruments |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fixed Assets | |
Summary of Fixed Assets | September 30, December 31, (in thousands) 2022 2021 Machinery and equipment $ 393 $ 722 Office furniture and equipment 173 218 Leasehold improvements 192 192 758 1,132 Accumulated depreciation and amortization (695) (1,055) 63 77 Operating lease ROU assets, net 364 453 Total $ 427 $ 530 |
Schedule Of Supplemental Information | September 30, December 31, (in thousands) 2022 2021 Operating lease ROU assets, net $ 364 $ 453 Lease Liabilities: Current lease liabilities $ 180 $ 205 Long term lease liabilities 239 350 Total lease liabilities $ 419 $ 555 September 30, 2022 Weighted average remaining lease term (in years): 2.4 Weighted average discount rate: 5.7 % |
Supplemental cash flow information related to leases | For the Nine Months Ended Supplemental cash flow information related to leases is as follows: September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 185 $ 162 Non-cash impact of new leases and lease modifications New operating lease liabilities $ 25 $ — |
Schedule of minimum future payments | Minimum future payments under the Company’s lease liabilities as of September 30, 2022 are as follows: Discounted Payments lease due under (in thousands) liability lease payments agreements 2022 (remaining 3 months) $ 60 $ 66 2023 134 148 2024 54 64 2025 58 66 2026 63 67 Thereafter 50 51 Total $ 419 $ 462 |
Patents and Other Intangible _2
Patents and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Patents and Other Intangible Assets | |
Schedule of Patents and Other Intangible Assets | Patents and other intangible assets are summarized as follows: September 30, December 31, (in thousands) 2022 2021 Patents Patents pending $ 364 $ 439 Issued patents 761 577 1,125 1,016 Trademarks Trademarks pending 6 3 Registered trademarks 95 94 101 97 Other 8 8 1,234 1,121 Accumulated amortization (416) (322) $ 818 $ 799 |
Schedule of future amortization expense | Future amortization expense associated with issued patents and registered trademarks as of September 30, 2022 is as follows: (in thousands) 2022 (remaining 3 months) $ 38 2023 133 2024 111 2025 79 2026 45 Thereafter 34 $ 440 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Outstanding, Reserved and Authorized Shares under Share-based Compensation Plans | September 30, December 31, ( in thousands 2022 2021 Outstanding options and restricted stock units 3,114 3,076 Reserved but unissued shares under the Plans 2,866 2,901 Total authorized shares under the Plans 5,980 5,977 |
Schedule of weighted-average assumptions used in calculation of fair value of stock options | The following weighted-average assumptions were utilized in the calculation of the fair value of stock options: September 30, 2022 Expected life 5.71 years Weighted average volatility 77.64 % Weighted average risk-free interest rate 1.39 % Expected dividend rate 0 % |
Schedule of stock option activity | A summary of the Company’s stock option activity and changes is as follows: September 30, 2022 ( in thousands Options to Purchase Common Stock Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding at January 1 2,964 $ 2.06 6.89 Granted 88 $ 1.26 9.26 Exercised (43) $ 0.89 — Forfeited/Expired (230) $ 1.99 — Outstanding at September 30 2,779 $ 2.05 6.66 Exercisable at September 30 1,952 $ 1.70 6.08 |
Schedule of share-based compensation activity | September 30, ( in thousands 2022 Reserved but unissued shares, January 1 211 Grants (12) Reserved but unissued shares 199 |
Consultant Stock Plan | |
Schedule of Compensation Expense for Consultant Plan | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Compensation Expense $ 7 $ 9 $ 21 $ 27 Weighted Average Value Per Share $ 1.93 $ 2.33 $ 1.93 $ 2.33 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ in Thousands, shares in Millions | 9 Months Ended | 177 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Organization and Description of Business [Line Items] | |||
Net cash proceeds from the offering | $ 91,000 | ||
Accumulated deficit | $ (87,205) | $ (87,205) | $ (82,765) |
At The Market Facility (ATM) | |||
Organization and Description of Business [Line Items] | |||
Number of shares of common stock issued | 6.3 | ||
Net cash proceeds from the offering | $ 6,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Contract Acquisition Costs and Practical Expedients (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract [true false] | true |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Fixed Assets and Leases (Details) - Fixed Assets Other Than Leasehold Improvements | 9 Months Ended |
Sep. 30, 2022 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, depreciable life | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, depreciable life | 4 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Foreign Operations (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Assets | $ 11,863 | $ 9,363 |
CHINA | ||
Property, Plant and Equipment [Line Items] | ||
Assets | 205 | $ 274 |
Registered capital requirement | $ 350 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Noncontrolling interest (Details) | Sep. 30, 2022 |
Minority Shareholder (Member) | |
Variable Interest Entity [Line Items] | |
Minority shareholder ownership interest percentage | 1% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Net Loss per Common Share (Details) - shares shares in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | ||
Potentially dilutive shares outstanding (in shares) | 3.1 | 3.3 |
Fixed Assets - Summary (Details
Fixed Assets - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 758 | $ 1,132 |
Less: Accumulated depreciation and amortization | (695) | (1,055) |
Fixed assets, net, after accumulated amortization | 63 | 77 |
Operating lease ROU assets, net | 364 | 453 |
Total | 427 | 530 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Machinery and equipment | 393 | 722 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Office furniture and equipment | 173 | 218 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | $ 192 | $ 192 |
Fixed Assets - Supplemental bal
Fixed Assets - Supplemental balance sheet and cash flow information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Operating Lease | |||||
Operating lease ROU assets, net | $ 364 | $ 364 | $ 453 | ||
Lease Liabilities: | |||||
Current lease liabilities | 180 | 180 | 205 | ||
Long term lease liabilities | 239 | 239 | 350 | ||
Total lease liabilities | 419 | 419 | $ 555 | ||
Operating lease cost | $ 49 | $ 66 | 138 | $ 162 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||||
Operating cash flows from operating leases | 185 | $ 162 | |||
New operating lease liabilities | $ 25 | ||||
Weighted average remaining lease term (in years) | 2 years 4 months 24 days | 2 years 4 months 24 days | |||
Weighted average discount rate | 5.70% | 5.70% |
Fixed Assets - Minimum future p
Fixed Assets - Minimum future payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Fixed Assets | |
2022 (remaining 3 months) | $ 66 |
2023 | 148 |
2024 | 64 |
2025 | 66 |
2026 | 67 |
Thereafter | 51 |
Total | 462 |
2022 (remaining 3 months) | 60 |
2023 | 134 |
2024 | 54 |
2025 | 58 |
2026 | 63 |
Thereafter | 50 |
Total | $ 419 |
Fixed Assets - Additional infor
Fixed Assets - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Leases | |||||||
Depreciation expense | $ 19 | $ 21 | |||||
Interest on future minimum payments | $ 43 | 43 | $ 43 | ||||
Operating lease cost | $ 49 | $ 66 | 138 | $ 162 | |||
Seattle and Tulsa | |||||||
Leases | |||||||
Restoration expense | 32 | $ 32 | $ 64 | ||||
Monthly rent expense | $ 22 | ||||||
CHINA | |||||||
Leases | |||||||
Short term monthly rent expense | $ 23 | ||||||
Monthly rent expense | $ 5 | ||||||
Minimum [Member] | Seattle and Tulsa | |||||||
Leases | |||||||
Remaining term (in years) | 1 year | 1 year | 1 year | ||||
Annual rent expense, increase (in percent) | 2% | ||||||
Agreement expiration term (in years) | 12 months | 12 months | 12 months | ||||
Maximum [Member] | Seattle and Tulsa | |||||||
Leases | |||||||
Remaining term (in years) | 6 years | 6 years | 6 years | ||||
Annual rent expense, increase (in percent) | 3% | ||||||
Agreement expiration term (in years) | 6 years | 6 years | 6 years |
Patents and Other Intangible _3
Patents and Other Intangible Assets - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Patents | $ 1,125 | $ 1,016 |
Trademarks | 101 | 97 |
Other | 8 | 8 |
Patents and other intangible assets | 1,234 | 1,121 |
Accumulated amortization | (416) | (322) |
Finite-Lived Intangible Assets, Net | 818 | 799 |
Patents Pending | ||
Patents | 364 | 439 |
Issued Patents | ||
Patents | 761 | 577 |
Trademarks Pending | ||
Trademarks | 6 | 3 |
Registered Trademarks | ||
Trademarks | $ 95 | $ 94 |
Patents and Other Intangible _4
Patents and Other Intangible Assets - Future amortization expense (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Patents and Other Intangible Assets | |
2022 (remaining 3 months) | $ 38 |
2023 | 133 |
2024 | 111 |
2025 | 79 |
2026 | 45 |
Thereafter | 34 |
Finite-Lived Intangible Assets, Net | $ 440 |
Patents and Other Intangible _5
Patents and Other Intangible Assets - Additional information (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Minimum [Member] | |
Intangible assets | |
Amortization life (in years) | 3 years |
Maximum [Member] | |
Intangible assets | |
Amortization life (in years) | 5 years |
Trademarks | |
Intangible assets | |
Amortization life (in years) | 10 years |
Revenue, Contract Assets and _2
Revenue, Contract Assets and Contract Liabilities (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) contract | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Revenues | $ 324 | $ 190 | $ 324 | $ 553 | |
Cost of goods sold | 201 | 278 | 201 | 1,008 | |
Cost of sales on losses contracts | $ 182 | ||||
Reversal of accruals for product warranties that expired | 86 | ||||
Number of contracts | contract | 1 | ||||
Accrual adjustments | 8 | ||||
Contract assets | 284 | 284 | $ 39 | ||
Contract liabilities | $ 61 | $ 61 | $ 84 | ||
Cost of goods sold, loss related to the delivery and sale | $ 96 | ||||
Burner Contract | |||||
Cost of goods sold | 390 | ||||
Cost of goods sold, estimated loss upon completion | $ 712 |
Equity - Common Stock and Prefe
Equity - Common Stock and Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 01, 2022 | Jul. 31, 2022 | Jul. 31, 2018 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stockholders' equity | ||||||
Common stock, authorized shares | 62,500,000 | 62,500,000 | ||||
Preferred stock, authorized shares | 2,000,000 | 2,000,000 | ||||
Proceeds from issuance of common stock, net of offering costs | $ 6,539 | $ 5,309 | ||||
ATM | ||||||
Stockholders' equity | ||||||
Number of shares of common stock issued | 0 | 501,000 | ||||
Number of shares issued to date | 1,600,000 | 1,600,000 | ||||
Aggregate offering price | $ 8,700 | |||||
Gross proceeds from the offering | 624 | |||||
Proceeds from issuance of common stock, net of offering costs | $ 587 | |||||
Share price of shares issued in offering (in dollars per share) | $ 1.24 | $ 1.24 | ||||
Participation Right | ||||||
Stockholders' equity | ||||||
Number of shares of common stock issued | 1,592,000 | |||||
Proceeds from issuance of common stock, net of offering costs | $ 1,700 | |||||
Stock Issued, Investor, Maximum Voting Power Percentage | 20% | |||||
Stock Issued, Investor, Maximum Beneficial Ownership Percentage | 20% | |||||
Share price of shares issued in offering (in dollars per share) | $ 1.11 | |||||
Underwritten public offering | ||||||
Stockholders' equity | ||||||
Number of shares of common stock issued | 4,186,000 | |||||
Gross proceeds from the offering | $ 4,600 | |||||
Proceeds from issuance of common stock, net of offering costs | $ 4,200 | |||||
Share price of shares issued in offering (in dollars per share) | $ 1.11 | |||||
Common Stock | ATM | ||||||
Stockholders' equity | ||||||
Gross proceeds from the offering | $ 6,100 | |||||
Proceeds from issuance of common stock, net of offering costs | $ 5,900 | |||||
Share price of shares issued in offering (in dollars per share) | $ 3.84 | $ 3.84 |
Equity - Equity Incentive Plan
Equity - Equity Incentive Plan (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity Incentive Plan [Member] | ||
Share-based compensation | ||
Outstanding options and restricted stock units | 3,114,000 | 3,076,000 |
Reserved but unissued shares under the Plans | 2,866,000 | 2,901,000 |
Number of shares authorized | 5,980,000 | 5,977,000 |
The number of additional shares authorized under the share-based compensation plan. | 150,423 | |
2021 Plan | ||
Share-based compensation | ||
Maximum number of shares that may be issued as a proportion of outstanding stock | 10% | |
Maximum increase in number of shares available for issuance | 400,000 |
Equity - Stock Options - Activi
Equity - Stock Options - Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Equity | |||||
Outstanding shares, beginning balance | 2,964 | ||||
Granted (in shares) | 88 | ||||
Exercised (in shares) | (43) | ||||
Forfeited/Expired (in shares) | (230) | ||||
Outstanding shares, ending balance | 2,779 | 2,779 | 2,964 | ||
Exercisable (in shares) | 1,952 | 1,952 | |||
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 2.06 | ||||
Granted - Weighted Average Exercise Price (in dollars per share) | 1.26 | ||||
Exercised - Weighted Average Exercise Price (in dollars per share) | 0.89 | ||||
Forfeited/Expired - Weighted Average Exercise Price (in dollars per share) | 1.99 | ||||
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 2.05 | 2.05 | $ 2.06 | ||
Exercisable - Weighted Average Exercise Price (in dollars per share) | $ 1.70 | $ 1.70 | |||
Granted - Weighted Average Remaining Contractual Life (in years) | 9 years 3 months 3 days | ||||
Exercised - Weighted Average Remaining Contractual Life (in years) | 0 years | ||||
Forfeited/Expired - Weighted Average Remaining Contractual Life (in years) | 0 years | ||||
Stock options, Contractual life (in years) | 6 years 7 months 28 days | 6 years 10 months 20 days | |||
Exercisable - Weighted Average Remaining Contractual Life (in years) | 6 years 29 days | ||||
Estimated aggregate pretax intrinsic value | $ 53 | $ 53 | |||
Total unrecognized compensation | 1,100 | 1,100 | |||
Compensation expense | $ 27 | $ (85) | $ 84 | $ 344 |
Equity - Stock Options - Valuat
Equity - Stock Options - Valuation assumptions (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Equity | |
Expected life | 5 years 8 months 15 days |
Weighted average volatility | 77.64% |
Weighted average risk-free interest rate | 1.39% |
Expected dividend rate | 0% |
Equity - Restricted Stock Units
Equity - Restricted Stock Units (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 27 | $ (85) | $ 84 | $ 344 |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 12 months | |||
Restricted Stock Units | 2021 Director Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Target Value of Compensation | $ 85 | |||
Shares issued for services (in shares) | 190 | |||
Units outstanding | 237 | 237 | ||
Unrecognized compensation | $ 408 | $ 408 | ||
Compensation expense | 268 | |||
Restricted Stock Units | 2021 Director Awards | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 114 | |||
Number of shares vested | 65 | |||
Restricted Stock Units | 2021 Employee Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued for services (in shares) | 97 | |||
Unrecognized compensation | $ 35 | $ 35 | ||
Compensation expense | $ 105 |
Equity - Stock Grants (Details)
Equity - Stock Grants (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) employee $ / shares shares | Dec. 31, 2021 USD ($) | |
Share-based compensation | ||
Exercise price (in dollars per share) | $ / shares | $ 1.26 | |
2021 Employee Awards | ||
Share-based compensation | ||
Stock options issued in lieu of bonus in cash | shares | 66 | |
Exercise price (in dollars per share) | $ / shares | $ 1.44 | |
Number of shares issued for one time bonus | shares | 3 | |
Amount of one time bonus to one employee | $ | $ 3 | |
Number of employees | employee | 1 | |
Accrued bonuses | $ | $ 125 |
Equity - Consultant Stock Plan
Equity - Consultant Stock Plan (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 27 | $ (85) | $ 84 | $ 344 |
Consultant Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reserved but unissued shares under the Consultant Plan at January 1 | 211 | |||
Stock grants | (12) | |||
Reserved but unissued shares under the Consultant Plan at Period End | 199 | 199 | ||
Compensation expense | $ 7 | $ 9 | $ 21 | $ 27 |
Weighted Average Value Per Share | $ 1.93 | $ 2.33 | $ 1.93 | $ 2.33 |
Maximum increase in available number of authorized shares as a percentage of new shares issued | 1% |
Equity - Inducement Stock Optio
Equity - Inducement Stock Options (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 88 | ||||
Compensation expense | $ 27 | $ (85) | $ 84 | $ 344 | |
Inducement Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of the non-qualified stock options | $ 176 | ||||
Compensation expense | $ 0 | $ 13 | |||
Inducement Stock Options | Non-Qualified Stock Option | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 341 |
The Paycheck Protection Progr_2
The Paycheck Protection Program (PPP) Loan (Details) - USD ($) $ in Thousands | 9 Months Ended | |
May 08, 2020 | Sep. 30, 2021 | |
Gain on forgiveness of debt | $ 251 | |
PPP Loan | ||
Proceeds from loan | $ 251 | |
Loan term (in years) | 2 years | |
Interest rate (as a percent) | 1% | |
Gain on forgiveness of debt | $ 251 |
Government Assistance (Details)
Government Assistance (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Government Assistance | ||||
Agreement, Term | 10 years | |||
Assistance received | $ 88 | $ 100 | ||
Grant income received | 12 | 24 | $ 0 | |
Department Of Energy | ||||
Government Assistance | ||||
Total award | $ 250 | |||
Research grants, research completion period | 3 months | |||
Assistance received | $ 76 | $ 76 |