Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 18, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Ener-Core, Inc. | |
Entity Central Index Key | 1,495,536 | |
Trading Symbol | ENCR | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 4,256,393 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 10,000 | $ 208,000 |
Accounts receivable | 9,000 | 14,000 |
Inventory | 3,047,000 | 3,028,000 |
Prepaid expenses and other current assets | 365,000 | 333,000 |
Total current assets | 3,431,000 | 3,583,000 |
Property and equipment, net | 2,420,000 | 2,660,000 |
Intangibles, net | 8,000 | 13,000 |
Deposits and other long term assets | 32,000 | |
Total assets | 5,859,000 | 6,288,000 |
Current liabilities: | ||
Accounts payable | 2,080,000 | 1,749,000 |
Accrued expenses | 1,964,000 | 1,380,000 |
Deferred revenues and customer advances | 4,573,000 | 5,270,000 |
Accrued contract loss | 391,000 | 617,000 |
Convertible unsecured notes payable, net of discounts | 1,051,000 | 1,250,000 |
Convertible senior secured notes payable, net of discounts | 8,698,000 | 5,994,000 |
Capital leases payable-short term | 10,000 | 13,000 |
Total current liabilities | 18,767,000 | 16,273,000 |
Long term liabilities: | ||
Capital lease payable | 6,000 | 12,000 |
Total liabilities | 18,773,000 | 16,285,000 |
Commitments and contingencies (Note 15) | ||
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value. Authorized 50,000,000 shares; no shares issued and outstanding at September 30, 2018 and December 31, 2017 | ||
Common stock, $0.0001 par value. Authorized 200,000,000 shares; 4,206,393 and 4,081,393 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | ||
Additional paid-in capital | 47,831,000 | 42,342,000 |
Accumulated deficit | (60,745,000) | (52,339,000) |
Total stockholders' deficit | (12,914,000) | (9,997,000) |
Total liabilities and stockholders' deficit | $ 5,859,000 | $ 6,288,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 4,206,393 | 4,081,393 |
Common stock, shares outstanding | 4,206,393 | 4,081,393 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,100,000 | |||
Cost of goods sold | ||||
Gross profit | 1,100,000 | |||
Operating expenses: | ||||
Selling, general, and administrative | 397,000 | 650,000 | 1,539,000 | 2,686,000 |
Research and development | 429,000 | 452,000 | 1,280,000 | 1,634,000 |
Total operating expenses | 826,000 | 1,102,000 | 2,819,000 | 4,320,000 |
Operating loss | (826,000) | (1,102,000) | (1,719,000) | (4,320,000) |
Other income expenses: | ||||
Interest expense | (38,000) | (77,000) | (174,000) | (417,000) |
Amortization of debt discount | (3,493,000) | (1,256,000) | (6,503,000) | (3,969,000) |
Loss on disposition of assets | (137,000) | |||
Loss on debt extinguishment | (10,000) | |||
Loss on modification of convertible debt | (43,000) | |||
Loss on conversion of convertible debt | (11,000) | (11,000) | ||
Total other expenses | (3,542,000) | (1,333,000) | (6,688,000) | (4,576,000) |
Loss before provision for income taxes | (4,368,000) | (2,435,000) | (8,407,000) | (8,896,000) |
Provision for income taxes | ||||
Net loss | $ (4,368,000) | $ (2,435,000) | $ (8,407,000) | $ (8,896,000) |
Loss per share-basic and diluted | $ (1.05) | $ (0.60) | $ (2.04) | $ (2.21) |
Weighted average common shares-basic and diluted | 4,167,806 | 4,063,660 | 4,121,045 | 4,026,726 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (8,407,000) | $ (8,896,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 245,000 | 340,000 |
Stock-based compensation | 334,000 | 788,000 |
Amortization of debt discount and deferred financing fees | 6,509,000 | 4,050,000 |
Loss on debt conversions | 11,000 | 53,000 |
Loss on asset disposal | 151,000 | |
Changes in assets and liabilities: | ||
Restricted cash | 50,000 | |
Accounts and other receivables | (99,000) | |
Prepaid expenses and other current assets | 46,000 | 56,000 |
Inventory | (245,000) | (271,000) |
Deferred revenues, net | (697,000) | 1,551,000 |
Deposits | 5,000 | |
Accounts payable and other current liabilities | 955,000 | 548,000 |
Cash used in operating activities | (1,249,000) | (1,674,000) |
Cash flows from investing activities: | ||
Proceeds from sale of assets | 67,000 | |
Net cash provided by investing activities | 67,000 | |
Cash flows from financing activities: | ||
Proceeds from issuance of Senior Notes | 1,060,000 | 500,000 |
Repayment of capital leases payable | (9,000) | (9,000) |
Cash provided by financing activities | 1,051,000 | 491,000 |
Net decrease in cash and cash equivalents | (198,000) | (1,116,000) |
Cash and cash equivalents at beginning of period | 208,000 | 1,310,000 |
Cash and cash equivalents at end of period | 10,000 | 194,000 |
Cash paid during the period for: | ||
Income taxes | ||
Interest | 75,000 | |
Supplemental disclosure of non-cash activities: | ||
Capital lease for purchase of equipment | 25,000 | |
Debt discount recorded upon issuance of warrants and beneficial conversion features | 5,110,000 | 176,000 |
Conversion of convertible senior secured notes into shares of common stock | 25,000 | 60,000 |
Accrued expenses exchanged for convertible senior secured notes | 135,000 | |
Shares of common stock issued for prepaid retainer | $ 20,000 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization [Abstract] | |
Organization | Note 1—Organization Organization Ener-Core, Inc. (the “Company”, “we”, “us”, “our”), a Delaware corporation, was formed on April 29, 2010 as Inventtech, Inc. On July 1, 2013, we acquired our wholly owned subsidiary, Ener-Core Power, Inc., (formerly Flex Power Generation, Inc.), a Delaware corporation. The stockholders of Ener-Core Power, Inc. are now our stockholders and the management of Ener-Core Power, Inc. is now our management. The acquisition was treated as a “reverse merger” and our financial statements are those of Ener-Core Power, Inc. All equity amounts presented have been retroactively restated to reflect the reverse merger as if it had occurred on November 12, 2012. Effective as of September 3, 2015, we changed our state of incorporation from the State of Nevada to the State of Delaware (the “Reincorporation”), pursuant to a plan of conversion dated September 2, 2015, following approval by our stockholders of the Reincorporation at our 2015 Annual Meeting of Stockholders held on August 28, 2015. As a Delaware corporation following the Reincorporation, we are deemed to be the same continuing entity as the Nevada corporation prior to the Reincorporation, and as such continue to possess all of the rights, privileges and powers and all of the debts, liabilities and obligations of the prior Nevada corporation. Upon effectiveness of the Reincorporation, all of the issued and outstanding shares of common stock of the Nevada corporation automatically converted into issued and outstanding shares of common stock of the Delaware corporation without any action on the part of our stockholders. Concurrent with the Reincorporation, on September 3, 2015 our authorized shares increased to 250,000,000 shares of stock consisting of 200,000,000 authorized shares of common stock and 50,000,000 authorized shares of preferred stock. Reverse Merger We entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ener-Core Power, Inc. and Flex Merger Acquisition Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), pursuant to which the Merger Sub merged with and into Ener-Core Power, Inc., with Ener-Core Power, Inc. as the surviving entity (the “Merger”). Prior to the Merger, we were a public reporting “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. The Merger Agreement was approved by the boards of directors of each of the parties to the Merger Agreement. In April 2013, the pre-merger public shell company effected a 30-for-1 forward split of its common stock. All share amounts have been retroactively restated to reflect the effect of the stock split. As provided in the Contribution Agreement dated November 12, 2012 (the “Contribution Agreement”) by and among FlexEnergy, Inc. (“FlexEnergy”), FlexEnergy Energy Systems, Inc. (“FEES”), and Ener-Core Power, Inc., Ener-Core Power, Inc. was spun-off from FlexEnergy as a separate corporation. As a part of that transaction, Ener-Core Power, Inc. received all assets (including intellectual property) and certain liabilities pertaining to the Power Oxidizer business carved out of FlexEnergy. The owners of FlexEnergy did not distribute ownership of Ener-Core Power, Inc. pro rata. The assets and liabilities were transferred to us and recorded at their historical carrying amounts since the transaction was a transfer of net assets between entities under common control. On July 1, 2013, Ener-Core Power, Inc. completed the Merger with us. Upon completion of the Merger, we immediately became a public company. The Merger was accounted for as a “reverse merger” and recapitalization. As part of the Merger, 2,410,400 shares of outstanding common stock of the pre-merger public shell company were cancelled. This cancellation has been retroactively accounted for as of the inception of Ener-Core Power, Inc. on November 12, 2012. Accordingly, Ener-Core Power, Inc. was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Ener-Core Power, Inc. Accordingly, the assets and liabilities and the historical operations that are reflected in the financial statements are those of Ener-Core Power, Inc. and are recorded at the historical cost basis of Ener-Core Power, Inc. Our assets, liabilities and results of operations were de minimis at the time of the Merger. Reverse Stock Split The board of directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.0001 per share, as well as the Company’s authorized shares of preferred stock, par value $0.0001 per share, of which no shares are issued and outstanding (together, the “Stock”), at a ratio of 1-for-50 (the “Reverse Stock Split”). The Reverse Stock Split became effective on July 8, 2015 (the “Effective Date”). As a result of the Reverse Stock Split, the authorized preferred stock decreased to 1,000,000 shares and the authorized common stock decreased to 4,000,000 shares. Both the preferred stock and common stock par value remained at $0.0001 per share. The number of authorized shares subsequently increased to 200,000,000 authorized shares of common stock and 50,000,000 authorized shares of preferred stock on September 3, 2015 with the Company’s reincorporation in Delaware, as described above. On the Effective Date, the total number of shares of common stock held by each stockholder of the Company were converted automatically into the number of shares of common stock equal to: (i) the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 50. The Company issued one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split, determined at the beneficial owner level by share certificate. As a result, no fractional shares were issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Reverse Stock Split also affected all outstanding options and warrants by dividing each option or warrant outstanding by 50, rounded up to the nearest option or warrant, and multiplying the exercise price by 50 for each option or warrant outstanding. Description of the Business We design, develop, license, manufacture and have commercially deployed industrial products based on proprietary technologies that generate usable heat using a wide variety of organic gases as fuel for an ultra-low emissions oxidation reaction. Our oxidizer vessels are capable of using a wide variety of organic compounds as fuel for a high-temperature oxidation reaction including many “waste” compounds traditionally considered to be air pollution. Our technology allows for the use of compounds that, historically, were unusable as fuels for traditional industrial gas to energy conversion systems and that typically required costly pollution abatement equipment required by industrial plants to comply with increasingly stringent air pollution standards. We refer to our technology as “Power Oxidation,” and refer to our products as “Power Oxidizers” or “Power Oxidation Vessels.” We develop applications for our technology by integrating our Power Oxidizers with traditional gas-fired industrial equipment (such as boilers, dryers, ovens, and chillers) that require steady and consistent heat sources. In our first deployed applications, our technology serves as a low-emissions heat source alternative to combustion chambers used with gas-fired electric turbines. Our Power Oxidizers produce a steady heat source that can be used to (i) generate electricity by coupling our technology with a variety of modified gas turbines, (ii) produce steam by coupling our technology with a variety of modified steam boilers, or (iii) provide on-site heat at industrial facilities through heat exchanger applications. Our proprietary and patented Power Oxidation technology is designed to create greater industrial efficiencies by providing the opportunity to convert low-quality organic waste gases generated from industrial processes into usable on-site energy, thereby decreasing operating costs and significantly reducing environmentally harmful gaseous emissions. We design, develop, license, manufacture and market our Power Oxidizers, which, when bundled with an electricity generating turbine in the 250 kilowatt (“kW”), and 2 megawatt (“MW”) sizes, are called Powerstations. We currently partner and are pursuing partnerships with large established manufacturers to integrate our Power Oxidizer with their gas turbines, with the goal to open substantial new opportunities for our partners to market these modified gas turbines to industries for which traditional power generation technologies previously were not technically feasible. We currently manufacture our Powerstations in the 250 kW size and manufactured the Power Oxidizer for the 2 MW size for the initial two units sold. Going forward, pursuant to the CMLA (as defined below), our 2 MW partner, Dresser-Rand a.s., a subsidiary of Dresser-Rand Group Inc., a Siemens company (“Dresser-Rand”), will manufacture the 2 MW Power Oxidizers under a manufacturing license and will pay us a non-refundable license fee for each unit manufactured by Dresser-Rand. On November 14, 2014, we entered into a commercial license agreement (“CLA”) with Dresser-Rand, pursuant to which we agreed to jointly develop a Powerstation that consisted of our Power Oxidizer integrated with a Dresser-Rand KG2 turbine rated up to 2 MW of power output. The CLA granted Dresser-Rand the right to market and sell the Dresser-Rand KG2-3GEF 2 MW gas turbine coupled with our Power Oxidizer. In June 2016, we executed a contract manufacturing and commercial licensing agreement (the “CMLA”) with Dresser-Rand, which both companies intended would supersede and replace the CLA. In April 2017, we amended the terms of the CMLA to make the CMLA effective as of January 1, 2017, at which time it superseded and replaced the CLA. The first two systems sold to Dresser-Rand pursuant to the CLA were shipped to a Stockton, California biorefinery site owned by Pacific Ethanol, Inc. in the fourth quarter of 2016 and were operational in January 2018. Due to issues unrelated to the Power Oxidizer performance, full commissioning of these units is expected in the fourth quarter of 2018. Under the CMLA, moving forward, KG2 manufacturing will transition to Dresser-Rand and each KG2 unit sold will generate for us a non-refundable license fee. We sell our EC250 product directly and through distributors in two countries, the United States and Netherlands. Going Concern Our condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. Since our inception, we have made a substantial investment in research and development to develop the Power Oxidizer, have successfully deployed an EC250 field test unit at the U.S. Army base at Fort Benning, Georgia, and installed and commissioned our first commercial unit in the Netherlands in the second quarter of 2014. In November 2014, we entered into the CLA to incorporate our Power Oxidizer into Dresser-Rand’s 1.75 MW turbine. In August 2015, the CLA became a mutually binding agreement due to the satisfaction of certain binding conditions contained in the CLA. On June 29, 2016 we entered into the CMLA with Dresser-Rand, which both companies intended would supersede and replace the CLA. In April 2017, we amended the terms of the CMLA to make the CMLA effective as of January 1, 2017, at which time it superseded and replaced the CLA. Pursuant to the amendment, Dresser-Rand paid us $1.2 million in cash in April 2017, which represents advance payments on license fees for KG2/PO units representing less than the required minimum number of licenses which would otherwise be required to maintain their exclusivity under the CMLA. In exchange for this payment, we have agreed to provide a total credit of $1,760,000 against future license payments associated for these KG2/PO units, consisting of a payment credit of $1,200,000 and an additional discount of $560,000. In July 2017, we executed an additional amendment for additional payments of up to $250,000 to be applied against future license payments for a combined payment credit of $2.0 million. We have not, as yet, received a purchase order for any system subject to these license fee advances. As such, we do not consider the $1.45 million of cash advances to be backlog as of November 19, 2018. We have sustained recurring net losses and negative cash flows since inception and have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Despite capital raises of $2.5 million in December 2015, $3.0 million in April 2016, $1.25 million in September 2016, $3.4 million in December 2016 and $2.6 million between September 2017 and June 2018, along with $1.45 million received in 2017 for advances on license fees, and $0.4 million received in the third quarter of 2018 from customer advances we expect to require additional sources of capital to support our growth initiatives. We must secure additional funding to continue as a going concern and execute our business plan. Through the end of 2015, our product sales were limited to initial system sales that were not profitable and required additional cash in excess of expected cash receipts. In addition, we incurred significant development and administrative expenses in order to develop our products with little or no cash contribution from sales. Beginning in 2016, we began to focus on reduction of our operating costs payable in cash through headcount and overhead cost reductions and saw an increase in cash collections from customers from sales transactions that are expected to be cash flow positive. During 2015, we received no cash from license fees. In 2016, we received $1.1 million of cash from license fees and we received additional license fees in 2017 from the CMLA, including $1.2 million received in the second quarter of 2017 and $250,000 in the third quarter of 2017. We expect to receive additional license payments upon receipt of firm purchase orders for licenses in 2018 along with product sales receipts for 250kW unit sales. Management’s plan is to obtain capital sufficient to meet our operating expenses by seeking additional equity and/or debt financing. Our cash and cash equivalents balance on September 30, 2018 was approximately $10,000. We expect that our cash and cash equivalents as of September 30, 2018, combined with receipts on customer billings will continue to fund our working capital needs, general corporate purposes, and related obligations into the fourth quarter of 2018 at our current spending levels with additional customer deposits received in October 2018. However, we expect to require significantly more cash for working capital and as financial security to support our growth initiatives. We will pursue raising additional equity and/or debt financing to fund our operations and product development. If future funds are raised through issuance of stock or debt, these securities could have rights, privileges, or preferences senior to those of our common stock and debt covenants that could impose restrictions on our operations. Any equity or convertible debt financing will likely result in additional dilution to our current stockholders. We cannot make any assurances that any additional financing will be completed on a timely basis, on acceptable terms or at all. Our inability to successfully raise capital in a timely manner will adversely impact our ability to continue as a going concern. If our business fails or we are unable to raise capital on a timely basis, our investors may face a complete loss of their investment. The accompanying condensed consolidated financial statements do not give effect to any adjustments that might be necessary if we were unable to meet our obligations or continue operations as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements include our accounts and our wholly-owned subsidiary, Ener-Core Power, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation. All monetary amounts are rounded to the nearest $000, except certain per share amounts. The accompanying financial statements have been prepared in accordance with GAAP. In the opinion of management, all adjustments that are necessary for a fair statement of the results for interim periods have been included. Segments We operate in one segment. All of our operations are located domestically. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make 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 expenses during the reporting period. Significant items subject to such estimates and assumptions include but are not limited to: collectability of receivables; the valuation of certain assets, useful lives, judgement on potential asset impairment and carrying amounts of property and equipment, equity instruments and share-based compensation; provision for contract losses; valuation allowances for deferred income tax assets; and exposure to warranty and other contingent liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Foreign Currency Adjustments At September 30, 2018 and December 31, 2017, we did not hold any foreign currency asset or liability amounts. Gains and losses resulting from foreign currency transactions are reported as other income in the period they occurred. Concentrations of Credit Risk Cash and Cash Equivalents We maintain our non-interest bearing transactional cash accounts at financial institutions for which the Federal Deposit Insurance Corporation (“FDIC”) provides insurance coverage of up to $250,000. For interest bearing cash accounts, from time to time, balances exceed the amount insured by the FDIC. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk related to these deposits. At September 30, 2018, we had $0 in excess of the FDIC limit. We consider all highly liquid investments available for current use with an initial maturity of three months or less and are not restricted to be cash equivalents. We invest our cash in short-term money market accounts. Accounts Receivable Our accounts receivable are typically from credit worthy customers or, for international customers are supported by guarantees or letters of credit. For those customers to whom we extend credit, we perform periodic evaluations of them and maintain allowances for potential credit losses as deemed necessary. We generally do not require collateral to secure accounts receivable. We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in existing accounts receivable. We periodically review our accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2018 and December 31, 2017, two customers accounted for 100% of our accounts receivable. Accounts Payable As of September 30, 2018 and December 31, 2017, five vendors collectively accounted for approximately 56% and 53% of our total accounts payable, respectively. Inventory Inventory, which consists of raw materials and work-in-progress, is stated at the lower of cost or net realizable value, with cost being determined by the average-cost method, which approximates the first-in, first-out method. At each balance sheet date, we evaluate our ending inventory for excess quantities and obsolescence. This evaluation primarily includes an analysis of forecasted demand in relation to the inventory on hand, among consideration of other factors. Based upon the evaluation, provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the respective inventories. At September 30, 2018 and December 31, 2017, we did not have a reserve for slow-moving or obsolete inventory. Property and Equipment Property and equipment are stated at cost, and are being depreciated using the straight-line method over the estimated useful lives of the related assets, ranging from three to ten years. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the cost and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are reflected in the condensed consolidated statements of operations. Deposits Deposits primarily consist of amounts incurred or paid in advance of the receipt of fixed assets or are deposits for rent and insurance. Accrued Warranties Accrued warranties represent the estimated costs that will be incurred during the warranty period of our products. We make an estimate of expected costs that will be incurred by us during the warranty period and charge that expense to the condensed consolidated statement of operations at the date of sale. We also reevaluate the estimate at each balance sheet date and if the estimate is changed, the effect is reflected in the condensed consolidated statement of operations. We had no warranty accrual at December 31, 2017 or September 30, 2018. We expect that most terms for future warranties of our Powerstations and Oxidizers will be one to two years depending on the warranties provided and the products sold. Accrued warranties for expected expenditures within one year are classified as current liabilities and as non-current liabilities for expected expenditures for time periods beyond one year. Intangible Assets Our intangible assets represent intellectual property acquired during the reverse merger. We amortize our intangible assets with finite lives over their estimated useful lives. Impairment of Long-Lived Assets We account for our long-lived assets in accordance with the accounting standards which require that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical carrying value of an asset may no longer be appropriate. We consider the carrying value of assets may not be recoverable based upon our review of the following events or changes in circumstances: the asset’s ability to continue to generate income from operations and positive cash flow in future periods; loss of legal ownership or title to the assets; significant changes in our strategic business objectives and utilization of the asset; or significant negative industry or economic trends. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset are less than its carrying amount. As of September 30, 2018 and December 31, 2017, we do not believe there have been any impairments of our long-lived assets. There can be no assurance, however, that market conditions will not change or demand for our products will continue, which could result in impairment of long-lived assets in the future. Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, and capital lease liabilities. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2018 and December 31, 2017. The carrying amounts of short-term financial instruments are reasonable estimates of their fair values due to their short-term nature or proximity to market rates for similar items. We determine the fair value of our financial instruments based on a three-level hierarchy established for fair value measurements under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s market assumptions. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair-value hierarchy: ● Level 1: Valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Currently, we classify our cash and cash equivalents as Level 1 financial instruments. ● Level 2: Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. We do not currently have any accounts under Level 2. ● Level 3: Valuations based on inputs that require inputs that are both significant to the fair value measurement and unobservable and involve management judgment (i.e., supported by little or no market activity). Currently, we classify our warrants and conversion options accounted for as derivative liabilities as Level 3 financial instruments. If the inputs used to measure fair value fall in different levels of the fair value hierarchy, a financial security’s hierarchy level is based upon the lowest level of input that is significant to the fair value measurement. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605). Topic 606 requires entities to recognize revenue when control of the promised goods or services is transferred to customers. The amount of revenue recognized must reflect the consideration the entity expects to be entitled to receive in exchange for those goods or services. We adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. See Note 13 for further details. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs were $429,000 and $452,000 for the three months ended September 30, 2018 and 2017, respectively, and were $1,280,000 and $1,634,000 for the nine months ended September 30, 2018 and 2017, respectively. Share-Based Compensation We maintain an equity incentive plan and record expenses attributable to the awards granted under the equity incentive plan. We amortize share-based compensation from the date of grant on a weighted average basis over the requisite service (vesting) period for the entire award. We account for equity instruments issued to consultants and vendors in exchange for goods and services at fair value. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant’s or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. In accordance with the accounting standards, an asset acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Accordingly, we record the fair value of the fully vested, non-forfeitable common stock issued for future consulting services as prepaid expense in our condensed consolidated balance sheets. Income Taxes We account for income taxes under FASB Accounting Standards Codification (“ASC”) 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that we will not realize tax assets through future operations. Earnings (Loss) per Share Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock assumed to be outstanding during the period of computation. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares had been issued and if the additional shares of common stock were dilutive. Approximately 60.9 million and 9.8 million shares of common stock issuable upon full exercise of all options and warrants and all shares potentially issuable in the future under the terms of the convertible senior secured notes payable were excluded from the computation of diluted loss per share due to the anti-dilutive effect on the net loss per share at September 30, 2018 and 2017, respectively. Three Months Ended Nine Months Ended 2018 2017 2018 2017 Net loss $ (4,368,000 ) $ (2,435,000 ) $ (8,407,000 ) $ (8,896,000 ) Weighted average number of common shares outstanding: Basic and diluted 4,167,806 4,063,660 4,121,045 4,026,726 Net loss attributable to common stockholders per share: Basic and diluted $ (1.05 ) $ (0.60 ) $ (2.04 ) $ (2.21 ) Comprehensive Income (Loss) We have no items of other comprehensive income (loss) in any period presented. Therefore, net loss as presented in our condensed consolidated statements of operations equals comprehensive loss. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842). ASU 2016-2 affects any entity entering into a lease and changes the accounting for operating leases to require companies to record an operating lease liability and a corresponding right-of-use lease asset, with limited exceptions. ASU 2016-2 is effective for fiscal years beginning after December 15, 2018. Early adoption is allowed. We have not yet assessed the impact ASU 2016-2 will have upon adoption. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The amendments in Part I of this ASU change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments in Part II of this ASU recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. Amendments in Part I of this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The amendments in Part II of the ASU do not require any transition guidance because those amendments do not have an accounting effect. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. We have not yet assessed the impact ASU 2017-11 will have upon adoption. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2018 | |
Inventory [Abstract] | |
Inventory | Note 3—Inventory Inventory primarily consists of Powerstation parts used as raw materials for the Company’s EC250 and KG2 orders. Work-in-progress inventory consists of Powerstation parts and employee and contract labor assembly costs for Powerstation sub-assemblies. Sub-assemblies and parts are typically shipped to end customer locations and assembled on-site. Completed Powerstations awaiting final installation and commissioning would be carried as finished goods. There was no finished goods inventory as of September 30, 2018 and December 31, 2017. Inventories consist of: September 30, December 31, Raw material and spare parts $ 954,000 $ 953,000 Work-in-progress 2,093,000 2,075,000 Total $ 3,047,000 $ 3,028,000 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2018 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 4—Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: September 30, (unaudited) December 31, Prepaid rent $ — $ 10,000 Prepaid offering costs 272,000 194,000 Prepaid insurance 31,000 19,000 Prepaid other 42,000 63,000 Prepaid professional fees 20,000 32,000 Current portion—deferred financing fees for letter of credit — 15,000 Total $ 365,000 $ 333,000 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2018 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | Note 5—Property and Equipment, Net Property and equipment, net consisted of the following: September 30, (unaudited) December 31, Machinery and equipment $ 4,225,000 $ 4,225,000 Office furniture and fixtures 49,000 49,000 Computer equipment and software 202,000 202,000 Total cost 4,476,000 4,476,000 Less accumulated depreciation (2,056,000 ) (1,816,000 ) Net $ 2,420,000 $ 2,660,000 Assets recorded under capital leases and included in property and equipment in our balance sheets consist of the following: September 30, 2018 (unaudited) December 31, Machinery and equipment $ 27,000 $ 27,000 Computer equipment and software 25,000 39,000 Total assets under capital lease 52,000 66,000 Less accumulated amortization (38,000 ) (41,000 ) Net assets under capital lease $ 14,000 $ 25,000 Depreciation expense for the three and nine months ended September 30, 2018 and 2017 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Research and development $ 77,000 $ 102,000 $ 231,000 $ 282,000 General and administrative 3,000 29,000 9,000 56,000 $ 80,000 $ 131,000 $ 240,000 $ 338,000 Amortization of assets under capital lease was $3,000 and $9,000 for the three and nine months ended September 30, 2018 and 2017, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2018 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Note 6—Accrued Expenses Accrued expenses consisted of the following; September 30, December 31, Accrued professional fees $ 155,000 $ 155,000 Accrued payroll and related expenses 925,000 648,000 Accrued board of directors’ fees 537,000 390,000 Accrued interest 275,000 138,000 Accrued other 72,000 49,000 Total accrued expenses $ 1,964,000 $ 1,380,000 |
Deferred Revenues and Customer
Deferred Revenues and Customer Advances | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Revenues and Customer Advances [Abstract] | |
Deferred Revenues and Customer Advances | Note 7—Deferred Revenues and Customer Advances Deferred revenues and customer advances consist of balances billed on existing customer contracts for which the revenue cycle is not complete. Customer advances on equipment sales represent down payments and progress payments under the terms and conditions of equipment sales of our Power Oxidizer and Powerstation units or spare parts for those units. Prepaid license fees represent payments of license fees by Dresser-Rand that we received in 2017 but for which the underlying unit sales had not been completed. Deferred revenues and customer advances consisted of the following: September 30, December 31, Customer advances on equipment sales $ 3,123,000 $ 2,720,000 Prepaid license fees 1,450,000 2,550,000 Total deferred revenues and customer advances $ 4,573,000 $ 5,270,000 |
Convertible Senior Notes Payabl
Convertible Senior Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Convertible Senior Notes Payable [Abstract] | |
Convertible Senior Notes Payable | Note 8—Convertible Senior Notes Payable Convertible Senior Notes payable consisted of the following as of September 30, 2018: Principal Debt Discount Offering Costs Net Total Balance, December 31, 2017 $ 10,687,000 (4,448,000 ) (245,000 ) 5,994,000 Amortization of debt discount and offering costs — 6,027,000 231,000 6,258,000 2018 convertible senior secured notes issuance 1,328,000 (625,000 ) (76,000 ) 627,000 Discount for additional beneficial conversion feature — (4,167,000 ) — (4,167,000 ) Conversion into common shares (25,000 ) 11,000 — (14,000 ) Balance, September 30, 2018 11,990,000 (3,202,000 ) (90,000 ) 8,698,000 Less: current portion (11,990,000 ) 3,202,000 90,000 (8,698,000 ) Long term portion $ — $ — $ — $ — On January 25, 2018, the Company and certain investors agreed to further amend and restate the securities purchase agreement under which such investors purchased unregistered convertible senior secured promissory notes in September, November and December 2017 in aggregate principal amount of approximately $1,555,556 (the “2017 Senior Notes”), pursuant to which the Company agreed to issue to certain accredited investors, pursuant to a series of joinder agreements, additional unregistered convertible senior secured promissory notes in aggregate principal amount of approximately $555,556 (the “2018 Senior Notes”) and five-year warrants to purchase an aggregate of 222,219 shares of common stock at an exercise price of $1.50 per share, with aggregate gross proceeds to the Company of $465,000 and cancellation of indebtedness of $35,000. The closing of the first 2018 Senior Notes financing occurred on January 25, 2018. On March 26, 2018, the Company and certain investors agreed to further amend and restate the securities purchase agreement under which such investors purchased the 2017 Senior Notes and 2018 Senior Notes, pursuant to which the Company agreed to issue to certain accredited investors, pursuant to a series of joinder agreements, additional 2018 Senior Notes in principal amount of approximately $333,335 and five-year warrants to purchase an aggregate of 133,332 shares of common stock at an exercise price of $1.50 per share, with aggregate cash gross proceeds to the Company of approximately $200,000 and cancellation of indebtedness of approximately $100,000, which consists of earned and unpaid salary due to certain employees of the Company who elected to receive payment in the form of 2018 Senior Notes in lieu of cash. The closing of the second 2018 Senior Notes financing occurred on March 26, 2018. On June 5, 2018, the Company entered into a securities purchase agreement pursuant to which it issued convertible senior secured promissory notes in the aggregate principal amount of approximately $439,444 (the “June 2018 Senior Notes”) and related warrants to purchase an aggregate of 878,889 shares of common stock at an exercise price of $0.30 per share, with aggregate cash gross proceeds to the Company of approximately $394,500. The June 2018 Senior Notes are convertible into shares of common stock at a price of $0.25 per share. The June 2018 Senior Notes rank pari passu with the 2018 Senior Notes, 2017 Senior Notes, 2016 Senior Notes (as defined below) and 2015 Senior Notes (as defined below). The closing of the June 2018 Senior Notes financing occurred on June 5, 2018. During the nine months ended September 30, 2018, one holder of 2016 Senior Notes converted an aggregate of $25,000 of principal outstanding under such 2016 Senior Notes into 100,000 shares of common stock. As a result of this conversion, the Company recorded a loss of $11,000, representing the unamortized debt discount and deferred financing fees associated with the 2016 Senior Notes converted. Concurrent with the closing of our debt financing on June 5, 2018, pursuant to which certain investors purchased unregistered convertible senior secured promissory notes in aggregate principal amount of approximately $439,444, the Company and certain investors agreed to amend certain outstanding Senior Notes (as defined below) to reduce the conversion price of such Senior Notes from $2.50 per share of common stock to $0.25 per share of common stock, which conversion price was $0.10 lower than the closing price of the Company’s common stock on such date. We evaluated the conversion price adjustment to determine whether the change should be recorded as a debt extinguishment or a modification of terms and determined that the price adjustment should be accounted for as a modification. The intrinsic value, $0.10 per share of common stock, resulted in an additional beneficial conversion feature for the remaining Senior Notes of $4,167,000. This additional beneficial conversion feature was recorded as an additional Senior Notes discount and will be amortized ratably over the remaining life of the Senior Notes. We incurred $76,000 of offering costs in conjunction with the issuance and sale of the 2018 Senior Notes consisting of legal and professional fees. We will amortize the offering costs to interest expense over the expected remaining life of the 2018 Senior Notes. The Company refers to the June 2018 Senior Notes, 2018 Senior Notes, the 2017 Senior Notes, the convertible senior secured promissory notes in the fourth quarter of 2016 (the “2016 Senior Notes”) and the amended and restated convertible senior secured promissory notes originally issued in April and May 2015 (the “2015 Senior Notes”), collectively, as the “Senior Notes”. The Senior Notes are fully secured by all assets of the Company and the Company’s subsidiaries. Upon an Event of Default, the Senior Notes will bear interest at a rate of 10% per annum. The Senior Notes will mature on December 31, 2018 and rank senior to the convertible unsecured notes issued in September 2016 (the “Convertible Unsecured Notes”). The Senior Notes are convertible at the option of the holder into the Company’s common stock at an exercise price of $0.25 (as subject to adjustment therein) and will automatically convert into shares of the Company’s common stock on the fifth trading day immediately following the issuance date of the Senior Notes on which (i) the Weighted Average Price (as defined in the Senior Notes) of the Company’s common stock for each trading day during a twenty trading day period equals or exceeds $5.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction) and no Equity Conditions Failure (as defined in the Senior Notes) has occurred. The Senior Notes also contain a blocker provision that prevents the Company from effecting a conversion in the event that the holder, together with certain affiliated parties, would beneficially own in excess of either 4.99% or 9.99%, with such threshold determined by the holder prior to issuance, of the shares of the Company’s common stock outstanding immediately after giving effect to such conversion. Upon an Event of Default and delivery to the holder of the Senior Note of notice thereof, such holder may require the Company to redeem all or any portion of its Senior Note at a price equal to 115% of the Conversion Amount (as defined in the Senior Notes) being redeemed. Additionally, upon a Change of Control and delivery to the holder of the Senior Note of notice thereof, such holder may also require the Company to redeem all or any portion of its Senior Note at a price equal to 115% of the Conversion Amount being redeemed. Further, at any time from and after January 1, 2019 and provided that the Company has not received either (i) initial deposits for at least eight 2 MW Power Oxidizer units or (ii) firm purchase orders totaling not less than $3,500,000 and initial payment collections of at least $1,600,000, in each case during the period commencing on the issuance date of the 2016 Senior Notes and ending on December 31, 2018, the holder of the Senior Note may require the Company to redeem all or any portion of its Senior Note at a price equal to 100% of the Conversion Amount being redeemed. At any time after the issuance date of the Senior Notes, the Company may redeem all or any portion of the then outstanding principal and accrued and unpaid interest with respect to such principal, at 100% of such aggregate amount; provided, however, that the aggregate Conversion Amount to be redeemed pursuant to all Senior Notes must be at least $500,000, or such lesser amount as is then outstanding. The portion of the Senior Note(s) to be redeemed shall be redeemed at a price equal to the greater of (i) 110% of the Conversion Amount of the Senior Note being redeemed and (ii) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Weighted Average Price (as defined in the Senior Notes) of the shares of the Company’s common stock during the period beginning on the date immediately preceding the date of the notice of such redemption by the Company and ending on the date on which the redemption by the Company occurs by (II) the lowest Conversion Price (as defined in the Senior Notes) in effect during such period. The Senior Notes contain a provision that prevents the Company from entering into or becoming party to a Fundamental Transaction (as defined in the Senior Notes) unless the Company’s successor entity assumes all of the Company’s obligations under the Senior Notes and the related transaction documents (the “Transaction Documents”) pursuant to written agreements in form and substance satisfactory to at least a certain number of holders of the Senior Notes. In connection with foregoing, Ener-Core Power, Inc., the Company’s wholly-owned subsidiary, entered into a Guaranty, pursuant to which it agreed to guarantee all of the obligations of the Company under the securities purchase agreements for the Senior Notes and the Transaction Documents. |
Convertible Unsecured Notes
Convertible Unsecured Notes | 9 Months Ended |
Sep. 30, 2018 | |
Convertible Unsecured Notes [Abstract] | |
Convertible Unsecured Notes | Note 9—Convertible Unsecured Notes Convertible Unsecured Notes payable consisted of the following: Notes Debt Net Balance at December 31, 2017 $ 1,250,000 $ — $ 1,250,000 Discount for additional beneficial conversion feature — (450,000 ) (450,000 ) Amortization of debt discount — 251,000 251,000 1,250,000 (199,000 ) 1,051,000 Less: current portion $ (1,250,000 ) $ 199,000 $ (1,051,000 ) Long term portion $ — $ — $ — Concurrent with the issuance of the June 2018 Senior Notes and execution of related amendments to the other Senior Notes described in Note 8, the Company and certain investors agreed to amend the Convertible Unsecured Notes to reduce the conversion price from $2.50 per share of common stock to $0.25 per share of common stock, which conversion price was $0.10 lower than the closing price of the Company’s common stock on such date. We evaluated the conversion price adjustment to determine whether the change should be recorded as a debt extinguishment or a modification of terms and determined that the price adjustment should be accounted for as a modification. The intrinsic value, or $0.10 per share of common stock, resulted in an additional beneficial conversion feature for the Convertible Unsecured Notes of $450,000. This additional beneficial conversion feature was recorded as an additional Convertible Unsecured Notes discount and will be amortized ratably over the remaining life of the Convertible Unsecured Notes. On September 1, 2016, we entered into a securities purchase agreement and related notes and warrants pursuant to which we issued the Convertible Unsecured Notes and detachable five-year warrants to purchase an aggregate of 124,999 shares of the Company’s common stock at an exercise price of $4.00 per share (the “September 2016 Financing”). The Company received total gross proceeds of $1,250,000, less transaction expenses of $45,000 consisting of legal costs for net proceeds of $1,205,000. We recorded a discount of $553,000 on the date of issuance representing the fair value of the warrants issued and the value of the beneficial conversion feature on the date of issuance. In the fourth quarter of 2016, we increased our debt discount recorded by $335,000, consisting of $305,000 recorded for the issuance of additional warrants at fair value of $305,000 and $30,000 for the difference in fair value for warrants repriced from $4.00 per share to $3.00 per share. The Convertible Unsecured Notes bear interest at a rate of 12% per annum and were scheduled to mature on September 1, 2017; provided, however, that the Company may not prepay any portion of the outstanding principal and accrued and unpaid interest under the Convertible Unsecured Notes so long as any of the Senior Notes remain outstanding and in no event will the maturity date of such Convertible Unsecured Notes be earlier than at least ninety-one (91) days after the maturity date under the Senior Notes. As of September 30, 2018, the Convertible Unsecured Notes remain outstanding. The Convertible Unsecured Notes are subordinate to the Senior Notes described in Note 8. The Convertible Unsecured Notes were initially convertible at the option of the holder into common stock at a conversion price of $4.31 per share and will automatically convert into shares of common stock in the event of a conversion of at least 50% of the then outstanding (i) principal, (ii) accrued and unpaid interest with respect to such principal and (iii) accrued and unpaid late charges, if any, with respect to such principal and interest, under the Senior Notes. In connection with the issuance of the 2016 Senior Notes and amendment and restatement of the 2015 Senior Notes, the conversion price was reduced to $2.50 per share. In connection with the issuance of the June 2018 Senior Notes, the conversion price was reduced to $0.25 per share. The Convertible Unsecured Notes also contain a blocker provision that prevents the Company from effecting a conversion in the event that the holder, together with certain affiliated parties, would beneficially own in excess of 9.99% of the shares of common stock outstanding immediately after giving effect to such conversion. At any time after the issuance date of the Convertible Unsecured Notes, the Company may, at its option, redeem all or any portion of the then outstanding principal and accrued and unpaid interest with respect to such principal (the “Company Optional Redemption Amount”), at 100% of such aggregate amount; provided, however, that the Company may not redeem all or any portion of the Company Optional Redemption Amount so long as any of the Senior Notes remain outstanding without the prior written consent of the collateral agent with respect to such Senior Notes and certain investors holding the requisite number of conversion shares and warrant shares underlying the Senior Notes and related warrants. The securities purchase agreement for the Convertible Unsecured Notes called for the issuance of additional five-year warrants to purchase an aggregate of 62,500 shares at an exercise price of $4.00 per share on each of the 61st, 91st, 121st and 151st days after the closing of the September 2016 Financing (in each case, an “Additional Warrant Date”), but only in the event the Company had not consummated a further financing consisting of the issuance of common stock and warrants for aggregate gross proceeds of at least $3,000,000 prior to such respective Additional Warrant Date. As of January 30, 2017, the Company had not consummated a further financing and, as a result, issued warrants to purchase an aggregate of 250,000 shares of the Company’s common stock, consisting of the issuance of an aggregate of 62,500 shares of the Company’s common stock on each of November 1, 2016, December 1, 2016, December 31, 2016 and January 30, 2017. The Company valued the warrants to purchase an aggregate of 62,500 shares of common stock issued in the first quarter of 2017 using the Black-Scholes option pricing model at $73,000 and recorded an additional discount on the date of issuance. The Company evaluated the accounting of the additional detachable warrants and determined that the warrants should not be accounted for as derivative liabilities. |
Capital Leases Payable
Capital Leases Payable | 9 Months Ended |
Sep. 30, 2018 | |
Capital Leases Payable [Abstract] | |
Capital Leases Payable | Note 10—Capital Leases Payable Capital Leases Payable Capital leases payable consisted of the following: September 30, 2018 (unaudited) December 31, Capital lease payable to De Lage Landen secured by forklift, 10.0% interest, due on October 1, 2018, monthly payment of $452 $ 2,000 $ 5,000 Capital lease payable to Dell Computers secured by computer equipment, 4.99% interest, due on May 1, 2020, monthly payment of $716 14,000 20,000 Total capital leases $ 16,000 $ 25,000 Less: current portion (10,000 ) (13,000 ) Long term portion of capital leases $ 6,000 $ 12,000 The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments as of September 30, 2018, are as follows: 12 Months Ending Amount 2019 $ 10,000 2020 7,000 Net minimum lease payments $ 17,000 Less: amount representing interest (1,000 ) Present value of net minimum lease payments $ 16,000 Less: current maturities of capital lease payables (10,000 ) Long term capital lease payables $ 6,000 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Equity | Note 11—Equity During the nine months ended September 30, 2018, the Company issued 25,000 shares of common stock in exchange for services valued at $20,000. During the nine months ended September 30, 2018 the Company issued 100,000 shares of common stock upon the partial conversion of $25,000 of principal outstanding under a 2016 Senior Note, as described in Note 8. Restricted Stock Restricted stock grants consist of shares of common stock of the Company owned by employees, consultants, and directors that are subject to vesting conditions, typically for services provided to the Company. All unvested shares of restricted stock are subject to repurchase rights and, therefore, are recorded as restricted stock. All restricted stock issued is valued at the market price on the date of grant. Restricted stock activities during the three months ended September 30, 2018 were as follows: Weighted Average Grant Shares Price Balance, December 31, 2017 210,000 $ 1.55 Granted — $ — Vested (148,750 ) $ — Unvested balance, September 30, 2018 61,250 $ 1.55 Expenses related to vesting of restricted stock are included in stock-based compensation expense. The remaining unvested shares of restricted stock vest 50% per year on March 31, 2019 and 2020. |
Stock Options and Warrants
Stock Options and Warrants | 9 Months Ended |
Sep. 30, 2018 | |
Stock Options and Warrants [Abstract] | |
Stock Options and Warrants | Note 12—Stock Options and Warrants Stock Options On July 1, 2013, the Company’s board of directors adopted and approved the 2013 Equity Incentive Plan (the “2013 Plan”) and amended the 2013 Plan on March 24, 2015 to increase the number of shares available for issuance. The 2013 Plan previously authorized us to grant non-qualified stock options and restricted stock purchase rights to purchase up to 420,000 shares of the Company’s common stock to employees (including officers) and other service providers. With the approval of the 2015 Plan, described below, as of August 29, 2015, no shares of common stock were available for issuance under the 2013 Plan, other than pursuant to previously issued options. On July 15, 2015, the Company’s board of directors approved the 2015 Omnibus Incentive Plan (the “2015 Plan”), which was approved by the Company’s stockholders on August 28, 2015. Upon adoption, the 2015 Plan authorized us to grant up to 300,000 shares of the Company’s common stock and replaced the 2013 Equity Incentive Plan. As a result of the approval of the 2015 Plan, no additional grants will be made under the 2013 Plan. On August 22, 2016, the Company’s board of directors approved an amendment to the 2015 Plan to increase the total authorized pool available under the 2015 Plan to 600,000 shares of the Company’s common stock, subject to automatic increase for any shares subject to outstanding awards under the 2013 Plan that are subsequently canceled or expire. The Company’s stockholders approved the foregoing amendment on September 26, 2016. As of September 30, 2018, the Company had issued 210,000 shares of common stock and options to purchase an aggregate of 444,000 shares of common stock under the 2015 Plan. The 2015 Plan permits the granting of any or all of the following types of awards: incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and performance awards payable in a combination of cash and company shares. As of September 30, 2018, 163,683 shares of the Company’s common stock were available for issuance under the 2015 Plan. The 2015 Plan has the following limitations: ● Limitation on terms of stock options and stock appreciation rights ● No repricing or grant of discounted stock options ● Clawback ● Double-trigger acceleration ● Code Section 162(m) Eligibility ● Dividends At September 30, 2018, total unrecognized deferred stock compensation expected to be recognized over the remaining weighted average vesting periods of 1.76 years for outstanding grants was $0.5 million. The fair value of option awards is estimated on the grant date using the Black-Scholes option valuation model. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by us. Stock-based compensation expense is recorded only for those awards expected to vest. Currently, the forfeiture rate used to calculate stock-based compensation expense is zero, which approximates the effective actual forfeiture rate. The rate is adjusted if actual forfeitures differ from the estimates in order to recognize compensation cost only for those awards that actually vest. If factors change and different assumptions are employed in future periods, the share-based compensation expense may differ from that recognized in previous periods. Stock-based award activity was as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life Value Balance, December 31, 2017 668,607 $ 6.21 7.38 $ — Forfeited or granted during 2018 (77,826 ) 15.18 — — Balance, September 30, 2018 590,781 $ 5.03 6.53 $ — Exercisable on September 30, 2018 453,947 $ 5.73 5.97 $ — The options granted have a contract term ranging between three and ten years. Options granted typically vest over a four-year period, with 25% vesting after one year and the remainder ratably over the remaining three years. Of the Company’s outstanding options, options to purchase 158,488 shares of the Company’s common stock were outstanding and options to purchase 153,821 shares of the Company’s common stock were exercisable under the 2013 Plan and options to purchase 432,293 shares of the Company’s common stock were outstanding with 300,126 exercisable under the 2015 Plan on September 30, 2018. The following table summarizes information about stock options outstanding and exercisable at September 30, 2018: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Number Remaining Average Number Average of Contractual Exercise of Exercise Exercise Prices Shares Life Price Shares Price (In years) $0–$10.00 514,008 7.05 $ 3.34 377,563 $ 3.57 $10.01–$15.00 26,300 5.24 $ 12.50 25,911 $ 12.50 $15.01–$20.00 41,845 1.58 $ 17.50 41,845 $ 17.50 $20.01–$25.00 8,628 3.80 $ 22.61 8,628 $ 22.61 590,781 6.53 $ 5.03 453,947 $ 5.73 Stock-based compensation expense consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Research and development $ 46,000 $ 65,000 $ 143,000 $ 368,000 General and administrative 40,000 70,000 191,000 421,000 $ 86,000 $ 135,000 $ 334,000 $ 789,000 Warrants From time to time, we issue warrants to purchase shares of our common stock to investors, note holders and to non-employees for services rendered or to be rendered in the future. The following table represents the activity for warrants outstanding, exchanged, and issued for the nine months ended September 30, 2018. Weighted Number Average of Exercise Shares Price Balance outstanding at December 31, 2017 6,084,603 $ 3.38 Expired (36,723 ) 28.48 Issued for 2018 Senior Notes 355,551 1.50 Issued for June 2018 Senior Notes 878,889 0.30 Balance outstanding at September 30, 2018 7,282,320 $ 2.79 All warrants were exercisable at September 30, 2018, the weighted average exercise price per share was $2.79 and the weighted average remaining life was 3.31 years. The warrants outstanding as of September 30, 2018 had an intrinsic value of $0. 2018 Senior Notes Warrants Between January and March 2018, the Company issued warrants to purchase up to an aggregate of 355,551 shares of common stock to the holders of the 2018 Senior Notes with an exercise price of $1.50 per share. The Company incorporated the fair value of the warrants issued of $135,000, valued using the Black-Scholes pricing model, into the debt discount recorded for the 2018 Senior Notes, as described in Note 8. On June 5, 2018, the Company issued warrants to purchase up to an aggregate of 878,889 shares of common stock to the holders of the June 2018 Senior Notes with an exercise price of $0.30 per share. The Company incorporated the fair value of the warrants issued of $227,000, valued using the Black-Scholes pricing model, into the debt discount recorded for the June 2018 Senior Notes, as described in Note 8. Warrants outstanding as of September 30, 2018 consist of: Issue Date Expiry Date Number of Warrants Exercise Price per Share 2013 Services Warrants—November Nov-13 Nov-18 2,400 50.00 2014 Services Warrants—April(1) Apr-14 Apr-19 13,657 39.00 2014 Services Warrants—September(2) Aug-14 Aug-19 16,000 25.00 2014 Services Warrants—November(3) Nov-14 Nov-18 6,500 25.00 2014 Settlement Warrants—December(4) Dec-14 Dec-19 38,464 25.00 2015 Senior Notes Warrants(5)(13) Apr/May-15 Apr/May-20 219,785 3.00 2015 Services Warrants—May(6) May-15 May-20 5,514 12.50 2015 LOC Guarantee Warrants—November(7) Nov-15 Nov-20 74,000 3.00 2015 Debt Amendment Warrants—December(8)(14) Dec-15 Dec-20 50,000 3.00 2015 PIPE Warrants—December(9) Dec-15 Dec-20 312,500 4.00 2016 Debt Amendment Warrants—February(10)(14) Feb-16 Feb-21 50,000 3.00 2016 Debt Amendment Warrants—March(11)(14) Mar-16 Mar-21 500,000 3.00 2016 Convertible Unsecured Notes Warrants (12) Sep–Dec-16 Sep–Dec-21 312,499 3.00 2016 Senior Notes Warrants Dec-16 Dec-21 3,720,839 3.00 2017 Convertible Unsecured Notes Warrants (12) Jan-17 Jan-22 62,500 3.00 2017 Backstop Warrants Apr-17 Apr-22 41,000 3.00 2017 Senior Notes Warrants Sep/Nov/Dec-17 Sep/Nov/Dec-22 622,222 1.50 2018 Senior Notes Warrants Jan/Mar-18 Jan/Mar-23 355,551 1.50 June 2018 Senior Notes Warrants Jun-18 Jun-23 878,889 0.30 Warrants outstanding and exercisable at September 30, 2018 7,282,320 $ 2.79 (1) The 2014 Services Warrants—April were issued for fees incurred in conjunction with the issuance of convertible notes in 2014. The warrants were valued on the issuance date at $11.50 per share in conjunction with the valuation approach used for the initial valuation of the warrants issued in connection with the convertible notes issued in 2014. (2) The 2014 Services Warrants—September were issued to a consultant in exchange for advisory services with no readily available fair value. The warrants were originally issued at an exercise price of $39.00 per share and had a one-time price reset provision to the exercise price of the warrants issued to investors in the convertible notes offering in April 2014 if the exercise price of such convertible notes warrants changed prior to September 30, 2014. On September 22, 2014, the exercise price was changed to $25.00 per share. There are no further exercise price changes for this warrant series. The warrants were valued using the Black-Scholes option pricing model at $131,000 on the issuance date with an additional $6,000 recorded to expense on September 22, 2014 to reflect the change in fair value resulting from the exercise price change. (3) On November 26, 2014, the Company issued warrants to purchase up to 6,500 shares of common stock with an exercise price of $25.00 per share for compensation for investor relations services provided. The warrants were valued using the Black-Scholes option pricing model at $43,000 on the issuance date. (4) On December 1, 2014, the Company issued warrants to purchase up to 19,232 shares of common stock with an exercise price of $39.00 per share and on December 15, 2014 issued warrants to purchase up to 19,232 shares of common stock with an exercise price of $25.00 per share to settle potential legal disputes resulting from claims made by the investors in the November 2013 private equity placement. The warrants issued on December 1, 2014 were issued concurrent with the issuance of 8,462 shares of the Company’s common stock in partial settlement of the potential legal disputes arising from claims by two investors. The Company settled all remaining potential legal disputes with all of the remaining investors in the November 2013 private placement on December 15, 2014 by issuing the second tranche of warrants and setting the exercise price of each warrant series issued at $25.00 with no further reset provisions. The combined issuance of the warrants and expense resulting from any price changes were valued using the Black-Scholes option pricing model at $246,000 and expensed to general and administrative expense. (5) On April 23, 2015, the Company issued warrants to purchase up to 136,267 shares of common stock and on May 7, 2015, the Company issued warrants to purchase up to 83,518 shares of common stock, each with an exercise price of $12.50 per share in conjunction with the issuance of the 2015 Senior Notes. The warrants were valued using the Black-Scholes option pricing model at $2,139,000 on the issuance date. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. (6) On May 1, 2015, the Company issued warrants to purchase up to 5,514 shares of common stock with an exercise price of $12.50 per share in conjunction with placement agent services for the Company’s May 2015 private equity placement. The warrants were valued using the Black-Scholes option pricing model at $56,000 on the issuance date. (7) On November 2, 2015, the Company issued warrants to purchase up to 74,000 shares of common stock with an exercise price of $15.00 per share in conjunction with the Letter of Credit described in Note 15. The warrants were valued using the Black-Scholes option pricing model at $246,000 on the issuance date. The warrants are exercisable beginning on November 1, 2016. On April 2017, the exercise price was reduced to $3.00 per share as a term of an amendment to the backstop security. (8) On December 30, 2015, the Company issued warrants to purchase up to 50,000 shares of common stock with an initial exercise price of $12.50 per share in conjunction with an amendment of the 2015 Senior Notes in December 2015. On September 30, 2016, concurrent with the issuance of the March 2016 Warrants, the exercise price was reduced to $5.00 per share. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. (9) On December 31, 2015, the Company issued warrants to purchase up to 312,500 shares of common stock with an initial exercise price of $5.00 per share in conjunction with the December private equity placement (the “December PIPE”). The warrants initially provided that if, prior to the earlier of September 30, 2016 or thirty days after the date on which the December PIPE shares and underlying warrants are registered for resale, the Company issued common share derivative securities at a price per share less than $5.00 per share, the Company was obligated to reduce the exercise price of the December PIPE warrants to a price per share equal to the newly issued shares or derivative common stock securities. This price protection clause expired on September 30, 2016. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. (10) On February 2, 2016, the Company issued warrants to purchase up to 50,000 shares of common stock with an initial exercise price of $12.50 per share in conjunction with an amendment of the 2015 Senior Notes in December 2015. The warrants were valued using the Black-Scholes option pricing model at $148,000 on the issuance date and were recorded as a derivative liability and additional debt discount. The warrants provided that, in the event that the Company issued additional common stock derivative securities at a price per share less than the exercise price, the Company was obligated to reduce the exercise price of the February 2016 Warrants to a price per share equal to the newly issued shares or derivative common stock securities. On March 31, 2016, concurrent with the issuance of the additional debt amendment warrants, the exercise price was reduced to $5.00 per share. This price protection clause expired on September 30, 2016. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. (11) On March 31, 2016, the Company issued warrants to purchase up to 500,000 shares of common stock with an initial exercise price of $5.00 per share in conjunction with an amendment of the 2015 Senior Notes in December 2015. The warrants were valued using the Black-Scholes option pricing model at $1,497,000 on the issuance date and were recorded as a derivative liability and additional debt discount. The warrants provided that, in the event that the Company issued additional common stock derivative securities at a price per share less than the exercise price, the Company was obligated to reduce the exercise price of the March 2016 Warrants to a price per share equal to the newly issued shares or derivative common stock securities. This price protection clause expired on September 30, 2016. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. (12) On September 1, 2016, the Company issued warrants to purchase up to 124,999 shares of common stock with an initial exercise price of $4.00 per share in conjunction with Unsecured Convertible Notes as described in Note 8 above. The warrants were valued using the Black-Scholes option pricing model at $271,000 on the issuance date and were recorded as additional debt discount. Between November 1, 2016 and December 31, 2016, the Company issued additional warrants to purchase up to 187,500 shares of common stock, as described above. The additional warrants were valued using the Black-Scholes option pricing model at $305,000 and were recorded as additional debt discount. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants issued on November 1, 2016 was reduced to $3.00 per share. The warrants issued on December 1, 2016, December 31, 2016, and January 30, 2017 were issued with an initial exercise price of $3.00 per share. On January 30, 2017 the Company issued warrants to purchase up to 62,500 shares of common stock with an exercise price of $3.00 per share (13) Warrant exercise price was reduced from $12.50 to $4.00 per share on August 24, 2016 and further reduced to $3.00 per share concurrent with the issuance of the 2016 Senior Notes. (14) Warrant exercise price was reduced from $5.00 to $4.00 per share on August 24, 2016 and further reduced to $3.00 per share concurrent with the issuance of the 2016 Senior Notes. On August 24, 2016, the warrant agreement was amended to remove all provisions that had previously required derivative liability accounting treatment. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2018 | |
Revenue [Abstract] | |
Revenue | Note 13—Revenue On January 1, 2018, we adopted Topic 606. We elected to use the modified retrospective approach for contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented in accordance with Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting method under Topic 605. As a result of applying the new standard, there were no changes to any financial statement line item. Performance Obligations Our performance obligations include delivery of product, installation of product, and servicing of product as well as technology transfer licensing and royalty-based licensing for subsequent sales of units under license. We recognize product revenue performance obligations when the product is delivered to the customer and commissioned for use by the customer. Upon commissioning and at that point in time, the control of the product is transferred to the customer. We recognize technology transfer licensing upon successful integration of the technology into usable products. Our royalty-based licenses are calculated as a percentage of the value of the units sold under license. We recognize royalty-based licensing upon subsequent unit orders, represented by purchase orders from our licensing partners with specified unit values. We expect to satisfy our current and future performance obligations within a few months of entering into the contract. Depending on the size of the project, the performance obligations could be satisfied sooner or later. Our customers have a limited right to return our products which is not expected to be material and would further result in cancellation penalties. We provide a warranty on some of our products ranging from nine months to one year, depending on the contract with an option to purchase extended warranties. The amount accrued for expected returns and warranty claims was immaterial as of September 30, 2018. Contract Balances All of the current contracts are expected to be completed within one year. We have elected to use the practical expedient in 340-40-25-4 (regarding the incremental costs of obtaining a contract) for costs related to contracts that are estimated to be complete within one year and as a result, we have not recognized a contract asset account. If we had chosen not to use this practical expedient, we would not expect a material difference in the contract balances. For our product sales where amounts received or expected to be received are less than the expected costs of a contract, we record contract loss provisions and contract loss liabilities. Anticipated losses on contracts are recognized in full in the period in which losses become probable and estimable. Changes in estimate of profit or loss on contracts are included in earnings on a cumulative basis in the period the estimate is changed. As of September 30, 2018 and December 31, 2017, we had provisions for contract losses of $391,000 and $617,000, respectively. Licensing Arrangements Patent and technology licensing arrangements result in fixed payments received over time, with guaranteed minimum payments on occasion, variable payments calculated based on the licensee’s sale or use of the intellectual property (“IP”), or a mix of fixed and variable payments. Under our existing licensing arrangements, Dresser-Rand has a worldwide perpetual license (the “License”) to manufacture, market, commercialize and sell Power Oxidizers as part of a Dresser-Rand KG2-3GEF 2 MW gas turbine coupled with our Power Oxidizer (a “Combined System”) within the 1 MW to 4 MW range of power capacity. Initially, the License will be exclusive within this power capacity range, for so long as Dresser-Rand sells a minimum number of units of the Combined System in each annual sales threshold (the “Sales Threshold”), subject to certain conditions and exceptions. If Dresser-Rand does not meet either the initial or any subsequent annual Sales Thresholds, and the Sales Threshold is not otherwise waived, Dresser-Rand may maintain exclusivity of the License by making a true-up payment to us for each unit that is in deficit of the Sales Threshold (a “True-Up Payment”); provided, however ● For fixed-fee arrangements, consisting of the initial licensing fee to facilitate the integration of the technology into a Combined System, the Company recognizes revenue upon control over the underlying IP use right transferring to the licensee and for the initial license, where the initial commercial units are deemed to be operational in order to verify technological feasibility. Where a licensee has the contractual right to terminate a fixed-fee arrangement for convenience without any substantive penalty payable upon such termination, the Company applies the guidance in Topic 606 to the duration of the contract in which the parties have present enforceable rights and obligations and only recognizes revenue for amounts that are due and payable. To date, all fixed-fee arrangements have been paid in full prior to revenue recognition. ● For variable arrangements, the Company recognizes revenue based on the licensee’s sale or usage of the IP during the period of reference, represented by receipt of purchase orders from the licensee representing use of the IP. To date, amounts received under variable arrangements have been recorded as deferred revenues since the licensee has not provided purchase orders for Combined Systems utilizing IP for the variable arrangement component of the licensing arrangement. These arrangements do not typically grant the licensee the right to terminate for convenience and where such rights exist, termination is prospective, with no refund of fees already paid by the licensee. The Company’s per-unit royalty agreement contains a provision which sets forth minimum amounts to be received by the Company in order for Dresser-Rand to maintain exclusivity of its License as a True-Up Payment. Under ASC 606, we would consider any such True-Up Payments as minimum royalties at a fixed transaction price to which the Company will have an unconditional right once all other performance obligations, if any, are satisfied. Therefore, if the Company receives any True-Up Payments for exclusivity in the future, such receipts would be recorded as revenues in the period in which all remaining revenue recognition criteria have been met. Significant Judgments For license or royalty based revenue contracts, we invoice the customer when the performance obligation is satisfied and payment is due. For our royalty-based contract with Dresser-Rand, we invoice 50% of the order upon license order placement and the second 50% on the earlier of subsequent unit delivery or 12 months, whichever occurs first. For our products sold under contract, terms such as progress billings or longer terms are agreed to on a case-by-case basis. We do not have significant financing components, non-cash consideration, or variable consideration except that our royalty-based unit licenses vary by the value of the unit sold, which is established at order placement. As of September 30, 2018, we had $4.2 million allocated to performance obligations that were unsatisfied and we expect those obligations to be satisfied within one year. Disaggregation of Revenue All revenue recognized in the condensed consolidated statement of operations is considered to be revenue from contracts with customers. For the three and nine months ended September 30, 2018, all revenues were associated with technology transfer licenses under fixed-fee arrangements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14—Related Party Transactions Between September 2017 and June 2018, we sold and issued to 26 accredited investors 2017 Senior Notes, 2018 Senior Notes and June 2018 Senior Notes in an aggregate principal amount of approximately $2.8 million, five-year warrants to purchase an aggregate of 977,773 shares of our common stock at an exercise price of $1.50 per share and five-year warrants to purchase an aggregate of 878,889 shares of our common stock at an exercise price of $0.30 per share, with aggregate net proceeds to us of approximately $2.5 million of cash and conversion of $0.1 million of accrued liabilities. The following officers and directors participated in such transactions, in which they purchased the number of securities listed adjacent to their name. Name Position with Company Principal Amount of Notes ($) Number of Shares Underlying Warrants (#) Aggregate Purchase Price ($) Domonic J. Carney Chief Financial Officer 87,222 (1) 34,888 78,500 Mark Owen Vice President, Business Development 34,722 13,888 31,250 Douglas Hamrin Vice President, Engineering 25,278 10,111 22,750 Michael Hammons Director 33,334 57,778 (2) 30,000 (1) Includes 2017 Senior Notes in the principal amounts of $27,778 and $8,333 purchased in the name of Charles Schwab & Co Inc. FBO Domonic Carney IRA in September and December 2017, respectively, over which Mr. Carney has investment control and which securities he may be deemed to beneficially owned. (2) Includes warrants to purchase 2,222 shares of common stock at an exercise price of $1.50 issued in January 2018 and warrants to purchase 55,556 shares of common stock at an exercise price of $0.30 per share issued in June 2018. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 15—Commitments and Contingencies We may become a party to litigation in the normal course of business. We accrue for open claims based on our historical experience and available insurance coverage. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon our financial condition, results of operations or cash flows. Lease We lease our office facility, research and development facility and equipment under operating leases, which for the most part, are renewable. The leases also provide that we pay insurance and taxes. Our primary operating lease expired on December 31, 2016 and we extended the lease for a three-month period ended March 31, 2017 at a reduced interim rate. We signed a new lease in February 2017 for a separate facility and moved into our new headquarters facilities in April 2017. Through March 31, 2017, our headquarters was located at 9400 Toledo Way, Irvine, California 92618. The property consisted of a mixed use commercial office, production, and warehouse facility of 32,649 square feet and expired December 31, 2016. We extended the lease at a reduced rate until March 31, 2017. The monthly rent was $15,000 per month for the three months ended March 31, 2017. As of April 1, 2017, our headquarters are located at 8965 Research Drive, Irvine, California 92618 and consists of a mixed use commercial office of 4,960 square feet. From January through March 2017, our monthly rent was $15,000 for the Toledo Way property holdover and, from April 1, 2017, our monthly rent is $10,168 per month, with annual escalations on April 1, 2018 to $10,473 per month and on April 1, 2019 to $10,787 per month for the Research Drive property. The Toledo Way lease terminated on April 1, 2017 and the Research Drive property lease terminated in October 2018. Our rent expense under these leases was $37,000 and $104,000 for the three and nine months ended September 30, 2018 and 2017, respectively. Standby Letter of Credit Pursuant to the terms of the CLA, the Company was required to provide a backstop security of $2.1 million to secure performance of certain obligations under the CLA (the “Backstop Security”). Effective November 2, 2015, the Company executed that certain Backstop Security Support Agreement (the “Support Agreement”), pursuant to which an investor agreed to provide the Company with financial and other assistance (including the provision of sufficient and adequate collateral) as necessary in order for the Company to obtain a $2.1 million letter of credit acceptable to Dresser-Rand as the Backstop Security and with an expiration date of September 30, 2017 (“Letter of Credit”). If the investor was required to make any payments on the Letter of Credit, subject to the terms of the Intercreditor Agreement (as defined below), the Company would have been required to reimburse the investor the full amount of any such payment. Such payment obligation was secured by a pledge of certain collateral of the Company pursuant to a Security Agreement dated November 2, 2015 (“Security Agreement”), and the security interest in favor of and the payment obligations to the investor were subject to the terms of that certain Subordination and Intercreditor Agreement executed concurrently with the Support Agreement and Security Agreement (the “Intercreditor Agreement”) by and among the investor, the Company and the collateral agent pursuant to the Senior Notes. The term of the Company’s obligations under the Support Agreement (the “Term”) commenced on November 2, 2015, the issuance date of the Letter of Credit, and was scheduled to terminate on the earliest of: (a) replacement of the Letter of Credit with an alternative Backstop Security in favor of Dresser-Rand, (b) Dresser-Rand eliminating the Backstop Security requirement under the CLA, or (c) the last day of the twenty-fourth calendar month following the commencement of the Term. In consideration of the investor’s support commitment, the Company paid the investor a one-time fee equal to 4% of the amount of the Letter of Credit and was obligated to pay a monthly fee equal to 1% of the amount of the Letter of Credit for the first twelve months with an additional one-time fee equal to 4% of the amount of the Letter of Credit at the one year anniversary, and a monthly fee equal to 2% for an additional twelve months. Concurrent with the execution of the amendment to the CMLA in April 2017, we and Dresser-Rand agreed to modify the requirements for our existing backstop security. As modified, we were required to maintain a $500,000 backstop security, reduced from $2.1 million, the monthly fee reduced to 1% of the amount of the amended Letter or Credit and the backstop security was extended from June 2017 to March 31, 2018. The Letter of Credit and the related backstop security were cancelled on April 10, 2018, with an effective date of March 31, 2018, with no claims having been made by Dresser-Rand thereunder. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16—Subsequent Events None. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include our accounts and our wholly-owned subsidiary, Ener-Core Power, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation. All monetary amounts are rounded to the nearest $000, except certain per share amounts. The accompanying financial statements have been prepared in accordance with GAAP. In the opinion of management, all adjustments that are necessary for a fair statement of the results for interim periods have been included. |
Segments | Segments We operate in one segment. All of our operations are located domestically. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make 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 expenses during the reporting period. Significant items subject to such estimates and assumptions include but are not limited to: collectability of receivables; the valuation of certain assets, useful lives, judgement on potential asset impairment and carrying amounts of property and equipment, equity instruments and share-based compensation; provision for contract losses; valuation allowances for deferred income tax assets; and exposure to warranty and other contingent liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. |
Foreign Currency Adjustments | Foreign Currency Adjustments At September 30, 2018 and December 31, 2017, we did not hold any foreign currency asset or liability amounts. Gains and losses resulting from foreign currency transactions are reported as other income in the period they occurred. |
Concentrations of Credit Risk | Concentrations of Credit Risk Cash and Cash Equivalents We maintain our non-interest bearing transactional cash accounts at financial institutions for which the Federal Deposit Insurance Corporation (“FDIC”) provides insurance coverage of up to $250,000. For interest bearing cash accounts, from time to time, balances exceed the amount insured by the FDIC. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk related to these deposits. At September 30, 2018, we had $0 in excess of the FDIC limit. We consider all highly liquid investments available for current use with an initial maturity of three months or less and are not restricted to be cash equivalents. We invest our cash in short-term money market accounts. |
Accounts Receivable | Accounts Receivable Our accounts receivable are typically from credit worthy customers or, for international customers are supported by guarantees or letters of credit. For those customers to whom we extend credit, we perform periodic evaluations of them and maintain allowances for potential credit losses as deemed necessary. We generally do not require collateral to secure accounts receivable. We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in existing accounts receivable. We periodically review our accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2018 and December 31, 2017, two customers accounted for 100% of our accounts receivable. |
Accounts Payable | Accounts Payable As of September 30, 2018 and December 31, 2017, five vendors collectively accounted for approximately 56% and 53% of our total accounts payable, respectively. |
Inventory | Inventory Inventory, which consists of raw materials and work-in-progress, is stated at the lower of cost or net realizable value, with cost being determined by the average-cost method, which approximates the first-in, first-out method. At each balance sheet date, we evaluate our ending inventory for excess quantities and obsolescence. This evaluation primarily includes an analysis of forecasted demand in relation to the inventory on hand, among consideration of other factors. Based upon the evaluation, provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the respective inventories. At September 30, 2018 and December 31, 2017, we did not have a reserve for slow-moving or obsolete inventory. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, and are being depreciated using the straight-line method over the estimated useful lives of the related assets, ranging from three to ten years. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the cost and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are reflected in the condensed consolidated statements of operations. |
Deposits | Deposits Deposits primarily consist of amounts incurred or paid in advance of the receipt of fixed assets or are deposits for rent and insurance. |
Accrued Warranties | Accrued Warranties Accrued warranties represent the estimated costs that will be incurred during the warranty period of our products. We make an estimate of expected costs that will be incurred by us during the warranty period and charge that expense to the condensed consolidated statement of operations at the date of sale. We also reevaluate the estimate at each balance sheet date and if the estimate is changed, the effect is reflected in the condensed consolidated statement of operations. We had no warranty accrual at December 31, 2017 or September 30, 2018. We expect that most terms for future warranties of our Powerstations and Oxidizers will be one to two years depending on the warranties provided and the products sold. Accrued warranties for expected expenditures within one year are classified as current liabilities and as non-current liabilities for expected expenditures for time periods beyond one year. |
Intangible Assets | Intangible Assets Our intangible assets represent intellectual property acquired during the reverse merger. We amortize our intangible assets with finite lives over their estimated useful lives. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We account for our long-lived assets in accordance with the accounting standards which require that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical carrying value of an asset may no longer be appropriate. We consider the carrying value of assets may not be recoverable based upon our review of the following events or changes in circumstances: the asset’s ability to continue to generate income from operations and positive cash flow in future periods; loss of legal ownership or title to the assets; significant changes in our strategic business objectives and utilization of the asset; or significant negative industry or economic trends. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset are less than its carrying amount. As of September 30, 2018 and December 31, 2017, we do not believe there have been any impairments of our long-lived assets. There can be no assurance, however, that market conditions will not change or demand for our products will continue, which could result in impairment of long-lived assets in the future. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, and capital lease liabilities. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2018 and December 31, 2017. The carrying amounts of short-term financial instruments are reasonable estimates of their fair values due to their short-term nature or proximity to market rates for similar items. We determine the fair value of our financial instruments based on a three-level hierarchy established for fair value measurements under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s market assumptions. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair-value hierarchy: ● Level 1: Valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Currently, we classify our cash and cash equivalents as Level 1 financial instruments. ● Level 2: Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. We do not currently have any accounts under Level 2. ● Level 3: Valuations based on inputs that require inputs that are both significant to the fair value measurement and unobservable and involve management judgment (i.e., supported by little or no market activity). Currently, we classify our warrants and conversion options accounted for as derivative liabilities as Level 3 financial instruments. If the inputs used to measure fair value fall in different levels of the fair value hierarchy, a financial security’s hierarchy level is based upon the lowest level of input that is significant to the fair value measurement. |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605). Topic 606 requires entities to recognize revenue when control of the promised goods or services is transferred to customers. The amount of revenue recognized must reflect the consideration the entity expects to be entitled to receive in exchange for those goods or services. We adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. See Note 13 for further details. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs were $429,000 and $452,000 for the three months ended September 30, 2018 and 2017, respectively, and were $1,280,000 and $1,634,000 for the nine months ended September 30, 2018 and 2017, respectively. |
Share-Based Compensation | Share-Based Compensation We maintain an equity incentive plan and record expenses attributable to the awards granted under the equity incentive plan. We amortize share-based compensation from the date of grant on a weighted average basis over the requisite service (vesting) period for the entire award. We account for equity instruments issued to consultants and vendors in exchange for goods and services at fair value. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant’s or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. In accordance with the accounting standards, an asset acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Accordingly, we record the fair value of the fully vested, non-forfeitable common stock issued for future consulting services as prepaid expense in our condensed consolidated balance sheets. |
Income Taxes | Income Taxes We account for income taxes under FASB Accounting Standards Codification (“ASC”) 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that we will not realize tax assets through future operations. |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock assumed to be outstanding during the period of computation. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares had been issued and if the additional shares of common stock were dilutive. Approximately 60.9 million and 9.8 million shares of common stock issuable upon full exercise of all options and warrants and all shares potentially issuable in the future under the terms of the convertible senior secured notes payable were excluded from the computation of diluted loss per share due to the anti-dilutive effect on the net loss per share at September 30, 2018 and 2017, respectively. Three Months Ended Nine Months Ended 2018 2017 2018 2017 Net loss $ (4,368,000 ) $ (2,435,000 ) $ (8,407,000 ) $ (8,896,000 ) Weighted average number of common shares outstanding: Basic and diluted 4,167,806 4,063,660 4,121,045 4,026,726 Net loss attributable to common stockholders per share: Basic and diluted $ (1.05 ) $ (0.60 ) $ (2.04 ) $ (2.21 ) |
Comprehensive Income (Loss) | Comprehensive Income (Loss) We have no items of other comprehensive income (loss) in any period presented. Therefore, net loss as presented in our condensed consolidated statements of operations equals comprehensive loss. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842). ASU 2016-2 affects any entity entering into a lease and changes the accounting for operating leases to require companies to record an operating lease liability and a corresponding right-of-use lease asset, with limited exceptions. ASU 2016-2 is effective for fiscal years beginning after December 15, 2018. Early adoption is allowed. We have not yet assessed the impact ASU 2016-2 will have upon adoption. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The amendments in Part I of this ASU change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments in Part II of this ASU recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. Amendments in Part I of this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The amendments in Part II of the ASU do not require any transition guidance because those amendments do not have an accounting effect. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. We have not yet assessed the impact ASU 2017-11 will have upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of earnings per share, basic and diluted | Three Months Ended Nine Months Ended 2018 2017 2018 2017 Net loss $ (4,368,000 ) $ (2,435,000 ) $ (8,407,000 ) $ (8,896,000 ) Weighted average number of common shares outstanding: Basic and diluted 4,167,806 4,063,660 4,121,045 4,026,726 Net loss attributable to common stockholders per share: Basic and diluted $ (1.05 ) $ (0.60 ) $ (2.04 ) $ (2.21 ) |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory [Abstract] | |
Schedule of inventories | September 30, December 31, Raw material and spare parts $ 954,000 $ 953,000 Work-in-progress 2,093,000 2,075,000 Total $ 3,047,000 $ 3,028,000 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | September 30, (unaudited) December 31, Prepaid rent $ — $ 10,000 Prepaid offering costs 272,000 194,000 Prepaid insurance 31,000 19,000 Prepaid other 42,000 63,000 Prepaid professional fees 20,000 32,000 Current portion—deferred financing fees for letter of credit — 15,000 Total $ 365,000 $ 333,000 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property and Equipment, Net [Abstract] | |
Schedule of property and equipment | September 30, (unaudited) December 31, Machinery and equipment $ 4,225,000 $ 4,225,000 Office furniture and fixtures 49,000 49,000 Computer equipment and software 202,000 202,000 Total cost 4,476,000 4,476,000 Less accumulated depreciation (2,056,000 ) (1,816,000 ) Net $ 2,420,000 $ 2,660,000 |
Schedule of assets recorded under capital leases | September 30, 2018 (unaudited) December 31, Machinery and equipment $ 27,000 $ 27,000 Computer equipment and software 25,000 39,000 Total assets under capital lease 52,000 66,000 Less accumulated amortization (38,000 ) (41,000 ) Net assets under capital lease $ 14,000 $ 25,000 |
Schedule of depreciation expense | Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Research and development $ 77,000 $ 102,000 $ 231,000 $ 282,000 General and administrative 3,000 29,000 9,000 56,000 $ 80,000 $ 131,000 $ 240,000 $ 338,000 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accrued Expenses [Abstract] | |
Schedule of accrued expenses | September 30, December 31, Accrued professional fees $ 155,000 $ 155,000 Accrued payroll and related expenses 925,000 648,000 Accrued board of directors’ fees 537,000 390,000 Accrued interest 275,000 138,000 Accrued other 72,000 49,000 Total accrued expenses $ 1,964,000 $ 1,380,000 |
Deferred Revenues and Custome_2
Deferred Revenues and Customer Advances (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Revenues and Customer Advances [Abstract] | |
Schedule of deferred revenues and customer advances | September 30, December 31, Customer advances on equipment sales $ 3,123,000 $ 2,720,000 Prepaid license fees 1,450,000 2,550,000 Total deferred revenues and customer advances $ 4,573,000 $ 5,270,000 |
Convertible Senior Notes Paya_2
Convertible Senior Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Convertible Senior Notes Payable [Abstract] | |
Schedule of convertible secured notes payable | Principal Debt Discount Offering Costs Net Total Balance, December 31, 2017 $ 10,687,000 (4,448,000 ) (245,000 ) 5,994,000 Amortization of debt discount and offering costs — 6,027,000 231,000 6,258,000 2018 convertible senior secured notes issuance 1,328,000 (625,000 ) (76,000 ) 627,000 Discount for additional beneficial conversion feature — (4,167,000 ) — (4,167,000 ) Conversion into common shares (25,000 ) 11,000 — (14,000 ) Balance, September 30, 2018 11,990,000 (3,202,000 ) (90,000 ) 8,698,000 Less: current portion (11,990,000 ) 3,202,000 90,000 (8,698,000 ) Long term portion $ — $ — $ — $ — |
Convertible Unsecured Notes (Ta
Convertible Unsecured Notes (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Convertible Unsecured Notes [Abstract] | |
Schedule of convertible unsecured notes payable | Notes Debt Net Balance at December 31, 2017 $ 1,250,000 $ — $ 1,250,000 Discount for additional beneficial conversion feature — (450,000 ) (450,000 ) Amortization of debt discount — 251,000 251,000 1,250,000 (199,000 ) 1,051,000 Less: current portion $ (1,250,000 ) $ 199,000 $ (1,051,000 ) Long term portion $ — $ — $ — |
Capital Leases Payable (Tables)
Capital Leases Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Capital Leases Payable [Abstract] | |
Schedule of capital lease payable | September 30, 2018 (unaudited) December 31, Capital lease payable to De Lage Landen secured by forklift, 10.0% interest, due on October 1, 2018, monthly payment of $452 $ 2,000 $ 5,000 Capital lease payable to Dell Computers secured by computer equipment, 4.99% interest, due on May 1, 2020, monthly payment of $716 14,000 20,000 Total capital leases $ 16,000 $ 25,000 Less: current portion (10,000 ) (13,000 ) Long term portion of capital leases $ 6,000 $ 12,000 |
Schedule of capital lease future minimum lease payments | 12 Months Ending Amount 2019 $ 10,000 2020 7,000 Net minimum lease payments $ 17,000 Less: amount representing interest (1,000 ) Present value of net minimum lease payments $ 16,000 Less: current maturities of capital lease payables (10,000 ) Long term capital lease payables $ 6,000 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of unvested restricted stock | Weighted Average Grant Shares Price Balance, December 31, 2017 210,000 $ 1.55 Granted — $ — Vested (148,750 ) $ — Unvested balance, September 30, 2018 61,250 $ 1.55 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stock Options and Warrants [Abstract] | |
Schedule of stock-based award activity | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life Value Balance, December 31, 2017 668,607 $ 6.21 7.38 $ — Forfeited or granted during 2018 (77,826 ) 15.18 — — Balance, September 30, 2018 590,781 $ 5.03 6.53 $ — Exercisable on September 30, 2018 453,947 $ 5.73 5.97 $ — |
Schedule of information about stock options outstanding and exercisable | Options Outstanding Options Exercisable Weighted Average Weighted Weighted Number Remaining Average Number Average of Contractual Exercise of Exercise Exercise Prices Shares Life Price Shares Price (In years) $0–$10.00 514,008 7.05 $ 3.34 377,563 $ 3.57 $10.01–$15.00 26,300 5.24 $ 12.50 25,911 $ 12.50 $15.01–$20.00 41,845 1.58 $ 17.50 41,845 $ 17.50 $20.01–$25.00 8,628 3.80 $ 22.61 8,628 $ 22.61 590,781 6.53 $ 5.03 453,947 $ 5.73 |
Schedule of stock-based compensation expense | Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Research and development $ 46,000 $ 65,000 $ 143,000 $ 368,000 General and administrative 40,000 70,000 191,000 421,000 $ 86,000 $ 135,000 $ 334,000 $ 789,000 |
Schedule of warrants outstanding activity | Weighted Number Average of Exercise Shares Price Balance outstanding at December 31, 2017 6,084,603 $ 3.38 Expired (36,723 ) 28.48 Issued for 2018 Senior Notes 355,551 1.50 Issued for June 2018 Senior Notes 878,889 0.30 Balance outstanding at September 30, 2018 7,282,320 $ 2.79 |
Schedule of warrants outstanding | Issue Date Expiry Date Number of Warrants Exercise Price per Share 2013 Services Warrants—November Nov-13 Nov-18 2,400 50.00 2014 Services Warrants—April(1) Apr-14 Apr-19 13,657 39.00 2014 Services Warrants—September(2) Aug-14 Aug-19 16,000 25.00 2014 Services Warrants—November(3) Nov-14 Nov-18 6,500 25.00 2014 Settlement Warrants—December(4) Dec-14 Dec-19 38,464 25.00 2015 Senior Notes Warrants(5)(13) Apr/May-15 Apr/May-20 219,785 3.00 2015 Services Warrants—May(6) May-15 May-20 5,514 12.50 2015 LOC Guarantee Warrants—November(7) Nov-15 Nov-20 74,000 3.00 2015 Debt Amendment Warrants—December(8)(14) Dec-15 Dec-20 50,000 3.00 2015 PIPE Warrants—December(9) Dec-15 Dec-20 312,500 4.00 2016 Debt Amendment Warrants—February(10)(14) Feb-16 Feb-21 50,000 3.00 2016 Debt Amendment Warrants—March(11)(14) Mar-16 Mar-21 500,000 3.00 2016 Convertible Unsecured Notes Warrants (12) Sep–Dec-16 Sep–Dec-21 312,499 3.00 2016 Senior Notes Warrants Dec-16 Dec-21 3,720,839 3.00 2017 Convertible Unsecured Notes Warrants (12) Jan-17 Jan-22 62,500 3.00 2017 Backstop Warrants Apr-17 Apr-22 41,000 3.00 2017 Senior Notes Warrants Sep/Nov/Dec-17 Sep/Nov/Dec-22 622,222 1.50 2018 Senior Notes Warrants Jan/Mar-18 Jan/Mar-23 355,551 1.50 June 2018 Senior Notes Warrants Jun-18 Jun-23 878,889 0.30 Warrants outstanding and exercisable at September 30, 2018 7,282,320 $ 2.79 (1) The 2014 Services Warrants—April were issued for fees incurred in conjunction with the issuance of convertible notes in 2014. The warrants were valued on the issuance date at $11.50 per share in conjunction with the valuation approach used for the initial valuation of the warrants issued in connection with the convertible notes issued in 2014. (2) The 2014 Services Warrants—September were issued to a consultant in exchange for advisory services with no readily available fair value. The warrants were originally issued at an exercise price of $39.00 per share and had a one-time price reset provision to the exercise price of the warrants issued to investors in the convertible notes offering in April 2014 if the exercise price of such convertible notes warrants changed prior to September 30, 2014. On September 22, 2014, the exercise price was changed to $25.00 per share. There are no further exercise price changes for this warrant series. The warrants were valued using the Black-Scholes option pricing model at $131,000 on the issuance date with an additional $6,000 recorded to expense on September 22, 2014 to reflect the change in fair value resulting from the exercise price change. (3) On November 26, 2014, the Company issued warrants to purchase up to 6,500 shares of common stock with an exercise price of $25.00 per share for compensation for investor relations services provided. The warrants were valued using the Black-Scholes option pricing model at $43,000 on the issuance date. (4) On December 1, 2014, the Company issued warrants to purchase up to 19,232 shares of common stock with an exercise price of $39.00 per share and on December 15, 2014 issued warrants to purchase up to 19,232 shares of common stock with an exercise price of $25.00 per share to settle potential legal disputes resulting from claims made by the investors in the November 2013 private equity placement. The warrants issued on December 1, 2014 were issued concurrent with the issuance of 8,462 shares of the Company’s common stock in partial settlement of the potential legal disputes arising from claims by two investors. The Company settled all remaining potential legal disputes with all of the remaining investors in the November 2013 private placement on December 15, 2014 by issuing the second tranche of warrants and setting the exercise price of each warrant series issued at $25.00 with no further reset provisions. The combined issuance of the warrants and expense resulting from any price changes were valued using the Black-Scholes option pricing model at $246,000 and expensed to general and administrative expense. (5) On April 23, 2015, the Company issued warrants to purchase up to 136,267 shares of common stock and on May 7, 2015, the Company issued warrants to purchase up to 83,518 shares of common stock, each with an exercise price of $12.50 per share in conjunction with the issuance of the 2015 Senior Notes. The warrants were valued using the Black-Scholes option pricing model at $2,139,000 on the issuance date. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. (6) On May 1, 2015, the Company issued warrants to purchase up to 5,514 shares of common stock with an exercise price of $12.50 per share in conjunction with placement agent services for the Company’s May 2015 private equity placement. The warrants were valued using the Black-Scholes option pricing model at $56,000 on the issuance date. (7) On November 2, 2015, the Company issued warrants to purchase up to 74,000 shares of common stock with an exercise price of $15.00 per share in conjunction with the Letter of Credit described in Note 15. The warrants were valued using the Black-Scholes option pricing model at $246,000 on the issuance date. The warrants are exercisable beginning on November 1, 2016. On April 2017, the exercise price was reduced to $3.00 per share as a term of an amendment to the backstop security. (8) On December 30, 2015, the Company issued warrants to purchase up to 50,000 shares of common stock with an initial exercise price of $12.50 per share in conjunction with an amendment of the 2015 Senior Notes in December 2015. On September 30, 2016, concurrent with the issuance of the March 2016 Warrants, the exercise price was reduced to $5.00 per share. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. (9) On December 31, 2015, the Company issued warrants to purchase up to 312,500 shares of common stock with an initial exercise price of $5.00 per share in conjunction with the December private equity placement (the “December PIPE”). The warrants initially provided that if, prior to the earlier of September 30, 2016 or thirty days after the date on which the December PIPE shares and underlying warrants are registered for resale, the Company issued common share derivative securities at a price per share less than $5.00 per share, the Company was obligated to reduce the exercise price of the December PIPE warrants to a price per share equal to the newly issued shares or derivative common stock securities. This price protection clause expired on September 30, 2016. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. (10) On February 2, 2016, the Company issued warrants to purchase up to 50,000 shares of common stock with an initial exercise price of $12.50 per share in conjunction with an amendment of the 2015 Senior Notes in December 2015. The warrants were valued using the Black-Scholes option pricing model at $148,000 on the issuance date and were recorded as a derivative liability and additional debt discount. The warrants provided that, in the event that the Company issued additional common stock derivative securities at a price per share less than the exercise price, the Company was obligated to reduce the exercise price of the February 2016 Warrants to a price per share equal to the newly issued shares or derivative common stock securities. On March 31, 2016, concurrent with the issuance of the additional debt amendment warrants, the exercise price was reduced to $5.00 per share. This price protection clause expired on September 30, 2016. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. (11) On March 31, 2016, the Company issued warrants to purchase up to 500,000 shares of common stock with an initial exercise price of $5.00 per share in conjunction with an amendment of the 2015 Senior Notes in December 2015. The warrants were valued using the Black-Scholes option pricing model at $1,497,000 on the issuance date and were recorded as a derivative liability and additional debt discount. The warrants provided that, in the event that the Company issued additional common stock derivative securities at a price per share less than the exercise price, the Company was obligated to reduce the exercise price of the March 2016 Warrants to a price per share equal to the newly issued shares or derivative common stock securities. This price protection clause expired on September 30, 2016. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. (12) On September 1, 2016, the Company issued warrants to purchase up to 124,999 shares of common stock with an initial exercise price of $4.00 per share in conjunction with Unsecured Convertible Notes as described in Note 8 above. The warrants were valued using the Black-Scholes option pricing model at $271,000 on the issuance date and were recorded as additional debt discount. Between November 1, 2016 and December 31, 2016, the Company issued additional warrants to purchase up to 187,500 shares of common stock, as described above. The additional warrants were valued using the Black-Scholes option pricing model at $305,000 and were recorded as additional debt discount. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants issued on November 1, 2016 was reduced to $3.00 per share. The warrants issued on December 1, 2016, December 31, 2016, and January 30, 2017 were issued with an initial exercise price of $3.00 per share. On January 30, 2017 the Company issued warrants to purchase up to 62,500 shares of common stock with an exercise price of $3.00 per share (13) Warrant exercise price was reduced from $12.50 to $4.00 per share on August 24, 2016 and further reduced to $3.00 per share concurrent with the issuance of the 2016 Senior Notes. (14) Warrant exercise price was reduced from $5.00 to $4.00 per share on August 24, 2016 and further reduced to $3.00 per share concurrent with the issuance of the 2016 Senior Notes. On August 24, 2016, the warrant agreement was amended to remove all provisions that had previously required derivative liability accounting treatment. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
2017 Senior Notes [Member] | |
Short-term Debt [Line Items] | |
Schedule of related party transactions | Name Position with Company Principal Amount of Notes ($) Number of Shares Underlying Warrants (#) Aggregate Purchase Price ($) Domonic J. Carney Chief Financial Officer 87,222 (1) 34,888 78,500 Mark Owen Vice President, Business Development 34,722 13,888 31,250 Douglas Hamrin Vice President, Engineering 25,278 10,111 22,750 Michael Hammons Director 33,334 57,778 (2) 30,000 (1) Includes 2017 Senior Notes in the principal amounts of $27,778 and $8,333 purchased in the name of Charles Schwab & Co Inc. FBO Domonic Carney IRA in September and December 2017, respectively, over which Mr. Carney has investment control and which securities he may be deemed to beneficially owned. (2) Includes warrants to purchase 2,222 shares of common stock at an exercise price of $1.50 issued in January 2018 and warrants to purchase 55,556 shares of common stock at an exercise price of $0.30 per share issued in June 2018. |
Organization (Details)
Organization (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||
Jul. 31, 2017 | Apr. 30, 2017 | Sep. 30, 2016 | Apr. 30, 2016 | Apr. 30, 2013 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 03, 2015 | Jul. 01, 2013 | |
Organization (Textual) | ||||||||||||||
Cash and cash equivalents | $ 10,000 | $ 208,000 | $ 1,310,000 | $ 194,000 | $ 121,000 | |||||||||
Increased authorized shares of stock | 250,000,000 | |||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||
Preferred stock, Shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||
Forward stock split | 30-for-1 | |||||||||||||
Cancellation of shares in reverse merger | 2,410,400 | |||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||
Despite capital raises | $ 1,250,000 | $ 3,000,000 | $ 2,600,000 | 3,400,000 | $ 2,500,000 | |||||||||
Entity Incorporation, State Country Name | Delaware | |||||||||||||
Entity Incorporation, Date of Incorporation | Sep. 3, 2015 | |||||||||||||
License fees | $ 400,000 | $ 1,450,000 | $ 1,100,000 | |||||||||||
Advance payments received on license fees for KG2/PO units | $ 1,200,000 | |||||||||||||
Future license payments | 1,760,000 | |||||||||||||
Additional discount of license payments | $ 560,000 | |||||||||||||
Purchase commitment, description | A purchase order for any system subject to these license fee advances. As such, we do not consider the $1.45 million of cash advances to be backlog as of November 19, 2018. | |||||||||||||
Description on reverse stock split | The Reverse Stock Split, the authorized preferred stock decreased to 1,000,000 shares and the authorized common stock decreased to 4,000,000 shares. Both the preferred stock and common stock par value remained at $0.0001 per share. The number of authorized shares subsequently increased to 200,000,000 authorized shares of common stock and 50,000,000 authorized shares of preferred stock on September 3, 2015 with the Company's reincorporation in Delaware, as described above. | |||||||||||||
Description on conversion of stock | (i) the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 50. The Company issued one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split, determined at the beneficial owner level by share certificate. As a result, no fractional shares were issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Reverse Stock Split also affected all outstanding options and warrants by dividing each option or warrant outstanding by 50, rounded up to the nearest option or warrant, and multiplying the exercise price by 50 for each option or warrant outstanding. | |||||||||||||
Future license payments, additional payments | $ 223,000 | |||||||||||||
Future license payments combined payment credit | $ 2,000,000 | |||||||||||||
Operating leases future minimum payments | $ 250,000 | |||||||||||||
Second quarter of 2017 [Member] | ||||||||||||||
Organization (Textual) | ||||||||||||||
License fees | 1,200,000 | |||||||||||||
Third quarter 2017 [Member] | ||||||||||||||
Organization (Textual) | ||||||||||||||
License fees | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | ||||
Net loss | $ (4,368,000) | $ (2,435,000) | $ (8,407,000) | $ (8,896,000) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted | 4,167,806 | 4,063,660 | 4,121,045 | 4,026,726 |
Net loss attributable to common stockholders per share: | ||||
Basic and diluted | $ (1.05) | $ (0.60) | $ (2.04) | $ (2.21) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) shares in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)SegmentsCustomersVendorsshares | Sep. 30, 2017USD ($)shares | Dec. 31, 2017CustomersVendors | |
Summary of Significant Accounting Policies (Textual) | |||||
Number of operating segments | Segments | 1 | ||||
FDIC Insurance coverage | $ 250,000 | $ 250,000 | |||
Cash in excess of FDIC | 0 | 0 | |||
Research and development costs | $ 429,000 | $ 452,000 | $ 1,280,000 | $ 1,634,000 | |
Options and warrants to purchase of common stock | shares | 60.9 | 9.8 | |||
Minimum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Estimated useful lives | 3 years | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Estimated useful lives | 10 years | ||||
Accounts Receivable [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Concentration risk, Percentage | 100.00% | 100.00% | |||
Number of customers | Customers | 2 | 2 | |||
Accounts Payable [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Concentration risk, Percentage | 56.00% | 53.00% | |||
Number of vendors | Vendors | 5 | 5 |
Inventory (Details)
Inventory (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory [Abstract] | ||
Raw material and spare parts | $ 954,000 | $ 953,000 |
Work-in-progress | 2,093,000 | 2,075,000 |
Total | $ 3,047,000 | $ 3,028,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Prepaid rent | $ 10,000 | |
Prepaid offering costs | 272,000 | 194,000 |
Prepaid insurance | 31,000 | 19,000 |
Prepaid other | 42,000 | 63,000 |
Prepaid professional fees | 20,000 | 32,000 |
Current portion-deferred financing fees for letter of credit | 15,000 | |
Total | $ 365,000 | $ 333,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 4,476,000 | $ 4,476,000 |
Less accumulated depreciation | (2,056,000) | (1,816,000) |
Net | 2,420,000 | 2,660,000 |
Property, Plant and Equipment [Member] | Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,225,000 | 4,225,000 |
Property, Plant and Equipment [Member] | Office furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 49,000 | 49,000 |
Property, Plant and Equipment [Member] | Computer equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 202,000 | $ 202,000 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details 1) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total assets under capital lease | $ 52,000 | $ 66,000 |
Less accumulated amortization | (38,000) | (41,000) |
Net assets under capital lease | 14,000 | 25,000 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total assets under capital lease | 27,000 | 27,000 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total assets under capital lease | $ 25,000 | $ 39,000 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 80,000 | $ 131,000 | $ 240,000 | $ 338,000 |
Research and development [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | 77,000 | 102,000 | 231,000 | 282,000 |
General and administrative [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 3,000 | $ 29,000 | $ 9,000 | $ 56,000 |
Property and Equipment, Net (_4
Property and Equipment, Net (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property Plant and Equipment Net (Textual) | ||||
Amortization of assets under capital lease | $ 3,000 | $ 9,000 | $ 3,000 | $ 9,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accrued Expenses [Abstract] | ||
Accrued professional fees | $ 155,000 | $ 155,000 |
Accrued payroll and related expenses | 925,000 | 648,000 |
Accrued board of directors' fees | 537,000 | 390,000 |
Accrued interest | 275,000 | 138,000 |
Accrued other | 72,000 | 49,000 |
Total accrued expenses | $ 1,964,000 | $ 1,380,000 |
Deferred Revenues and Custome_3
Deferred Revenues and Customer Advances (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Deferred Revenues and Customer Advances [Abstract] | ||
Customer advances on equipment sales | $ 3,123,000 | $ 2,720,000 |
Prepaid license fees | 1,450,000 | 2,550,000 |
Total deferred revenues and customer advances | $ 4,573,000 | $ 5,270,000 |
Convertible Senior Notes Paya_3
Convertible Senior Notes Payable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Less: current portion | $ 8,698,000 | $ 5,994,000 |
Convertible Notes Payable [Member] | Principal [Member] | ||
Debt Instrument [Line Items] | ||
Balance, December 31, 2017 | 10,687,000 | |
Amortization of debt discount and offering costs | ||
2018 convertible senior secured notes issuance | 1,328,000 | |
Discount for additional beneficial conversion feature | ||
Conversion into common shares | (25,000) | |
Balance, September 30, 2018 | 11,990,000 | |
Less: current portion | (11,990,000) | |
Long term portion | ||
Convertible Notes Payable [Member] | Debt Discount [Member] | ||
Debt Instrument [Line Items] | ||
Balance, December 31, 2017 | (4,448,000) | |
Amortization of debt discount and offering costs | $ 6,027,000 | |
2018 convertible senior secured notes issuance | (625,000) | |
Discount for additional beneficial conversion feature | $ (4,167,000) | |
Conversion into common shares | 11,000 | |
Balance, September 30, 2018 | (3,202,000) | |
Less: current portion | 3,202,000 | |
Long term portion | ||
Convertible Notes Payable [Member] | Offering Costs [Member] | ||
Debt Instrument [Line Items] | ||
Balance, December 31, 2017 | (245,000) | |
Amortization of debt discount and offering costs | $ 231,000 | |
2018 convertible senior secured notes issuance | (76,000) | |
Discount for additional beneficial conversion feature | ||
Conversion into common shares | ||
Balance, September 30, 2018 | (90,000) | |
Less: current portion | 90,000 | |
Long term portion | ||
Convertible Notes Payable [Member] | Net Total [Member] | ||
Debt Instrument [Line Items] | ||
Balance, December 31, 2017 | 5,994,000 | |
Amortization of debt discount and offering costs | $ 6,258,000 | |
2018 convertible senior secured notes issuance | 627,000 | |
Discount for additional beneficial conversion feature | $ (4,167,000) | |
Conversion into common shares | (14,000) | |
Balance, September 30, 2018 | 8,698,000 | |
Less: current portion | (8,698,000) | |
Long term portion |
Convertible Senior Notes Paya_4
Convertible Senior Notes Payable (Details Textual) - USD ($) | Jan. 25, 2018 | Jun. 05, 2018 | Mar. 26, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Nov. 30, 2017 | Sep. 30, 2017 |
Convertible Senior Notes Payable (Textual) | |||||||
Purchase of warrants | 7,282,320 | ||||||
Debt instrument redemption, description | The Company may redeem all or any portion of the then outstanding principal and accrued and unpaid interest with respect to such principal, at 100% of such aggregate amount; provided, however, that the aggregate Conversion Amount to be redeemed pursuant to all Senior Notes must be at least $500,000, or such lesser amount as is then outstanding. The portion of the Senior Note(s) to be redeemed shall be redeemed at a price equal to the greater of (i) 110% of the Conversion Amount of the Senior Note being redeemed and (ii) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Weighted Average Price (as defined in the Senior Notes) of the shares of the Company’s common stock during the period beginning on the date immediately preceding the date of the notice of such redemption by the Company and ending on the date on which the redemption by the Company occurs by (II) the lowest Conversion Price (as defined in the Senior Notes) in effect during such period. | ||||||
2018 Senior Notes [Member] | |||||||
Convertible Senior Notes Payable (Textual) | |||||||
Principal amount | $ 555,556 | $ 438,000 | $ 333,000 | $ 1,555,556 | |||
Issued warrants term | 5 years | 5 years | |||||
Purchase of warrants | 222,219 | 878,889 | 133,332 | ||||
Exercise price | $ 1.50 | $ 0.30 | $ 1.50 | ||||
Cash proceeds from secured note | $ 465,000 | $ 394,500 | $ 200,000 | ||||
Cancellation of indebtedness | $ 35,000 | $ 100,000 | |||||
Convertible price per share | $ 0.25 | ||||||
Offering costs | $ 76,000 | ||||||
2017 Senior Notes [Member] | |||||||
Convertible Senior Notes Payable (Textual) | |||||||
Principal amount | $ 1,555,556 | $ 1,555,556 | $ 1,555,556 | ||||
Convertible Senior Notes [Member] | |||||||
Convertible Senior Notes Payable (Textual) | |||||||
Principal amount | $ 25,000 | ||||||
Exercise price | $ 0.25 | ||||||
Original issue discount | $ 11,000 | ||||||
Bear interest rate | 10.00% | ||||||
Trading day, description | (i) the Weighted Average Price (as defined in the Senior Notes) of the Company's common stock for each trading day during a twenty trading day period equals or exceeds $5.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction) and no Equity Conditions Failure (as defined in the Senior Notes) has occurred. | ||||||
Beneficially own, description | The Senior Notes also contain a blocker provision that prevents the Company from effecting a conversion in the event that the holder, together with certain affiliated parties, would beneficially own in excess of either 4.99% or 9.99%, with such threshold determined by the holder prior to issuance, of the shares of the Company's common stock outstanding immediately after giving effect to such conversion. | ||||||
Percentage of conversion amount | 115.00% | ||||||
Debt instrument redemption, description | Further, at any time from and after January 1, 2019 and provided that the Company has not received either (i) initial deposits for at least eight 2 MW Power Oxidizer units or (ii) firm purchase orders totaling not less than $3,500,000 and initial payment collections of at least $1,600,000, in each case during the period commencing on the issuance date of the 2016 Senior Notes and ending on December 31, 2018, the holder of the Senior Note may require the Company to redeem all or any portion of its Senior Note at a price equal to 100% of the Conversion Amount being redeemed. | ||||||
Conversion price adjustment, description | Pursuant to which certain investors purchased unregistered convertible senior secured promissory notes in aggregate principal amount of approximately $439,444, the Company and certain investors agreed to amend certain outstanding Senior Notes (as defined below) to reduce the conversion price of such Senior Notes from $2.50 per share of common stock to $0.25 per share of common stock, which conversion price was $0.10 lower than the closing price of the Company's common stock on such date. We evaluated the conversion price adjustment to determine whether the change should be recorded as a debt extinguishment or a modification of terms and determined that the price adjustment should be accounted for as a modification. The intrinsic value, $0.10 per share of common stock, resulted in an additional beneficial conversion feature for the remaining Senior Notes of $4,167,000. | ||||||
Senior notes maturity date | Dec. 31, 2018 | ||||||
Conversion of shares | 100,000 | ||||||
Convertible Senior Notes [Member] | 2018 Senior Notes [Member] | |||||||
Convertible Senior Notes Payable (Textual) | |||||||
Principal amount | $ 439,444 |
Convertible Unsecured Notes (De
Convertible Unsecured Notes (Details) - Convertible Unsecured Notes payable [Member] | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Notes [Member] | |
Debt Instrument [Line Items] | |
Balance at December 31, 2017 | $ 1,250,000 |
Discount for additional beneficial conversion feature | |
Amortization of Debt Discounts | |
Balance at June 30, 2018 | 1,250,000 |
Less: current portion | (1,250,000) |
Long term portion | |
Debt Discount [Member] | |
Debt Instrument [Line Items] | |
Balance at December 31, 2017 | |
Discount for additional beneficial conversion feature | (450,000) |
Amortization of Debt Discounts | 251,000 |
Balance at June 30, 2018 | 199,000 |
Less: current portion | 199,000 |
Long term portion | |
Net Total [Member] | |
Debt Instrument [Line Items] | |
Balance at December 31, 2017 | 1,250,000 |
Discount for additional beneficial conversion feature | (450,000) |
Amortization of Debt Discounts | 251,000 |
Balance at June 30, 2018 | 1,051,000 |
Less: current portion | (1,051,000) |
Long term portion |
Convertible Unsecured Notes (_2
Convertible Unsecured Notes (Details Textual) - USD ($) | Jan. 30, 2017 | Dec. 01, 2016 | Nov. 01, 2016 | Sep. 01, 2016 | Mar. 26, 2018 | Dec. 31, 2016 | Sep. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Convertible Unsecured Notes (Textual) | ||||||||||
Gross proceeds from issuance of warrants | $ 200,000 | |||||||||
Convertible Unsecured Notes [Member] | ||||||||||
Convertible Unsecured Notes (Textual) | ||||||||||
Exercise price per share | $ 0.25 | |||||||||
Conversion price adjustment, description | The Company and certain investors agreed to amend the Convertible Unsecured Notes to reduce the conversion price from $2.50 per share of common stock to $0.25 per share of common stock, which conversion price was $0.10 lower than the closing price of the Company's common stock on such date. We evaluated the conversion price adjustment to determine whether the change should be recorded as a debt extinguishment or a modification of terms and determined that the price adjustment should be accounted for as a modification. The intrinsic value, or $0.10 per share of common stock, resulted in an additional beneficial conversion feature for the Convertible Unsecured Notes of $450,000. | |||||||||
Additional beneficial conversion feature | $ 450,000 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Convertible Unsecured Notes (Textual) | ||||||||||
Warrants exercisable term | 5 years | |||||||||
Warrants issued | 62,500 | 62,500 | 62,500 | 124,999 | 62,500 | 62,500 | ||||
Aggregate of warrants to purchase | 250,000 | 62,500 | ||||||||
Exercise price per share | $ 4 | |||||||||
Convertible Unsecured Notes payable | $ 1,250,000 | $ 1,250,000 | $ 1,250,000 | |||||||
Transaction expenses and consisting of legal costs | 45,000 | |||||||||
Net proceeds | $ 1,205,000 | |||||||||
Convertible unsecured notes bear interest rate | 12.00% | |||||||||
Unsecured notes maturity date | Sep. 1, 2017 | |||||||||
Unsecured notes conversion, description | The Convertible Unsecured Notes are subordinate to the Senior Notes described in Note 8. The Convertible Unsecured Notes were initially convertible at the option of the holder into common stock at a conversion price of $4.31 per share and will automatically convert into shares of common stock in the event of a conversion of at least 50% of the then outstanding (i) principal, (ii) accrued and unpaid interest with respect to such principal and (iii) accrued and unpaid late charges, if any, with respect to such principal and interest, under the Senior Notes. In connection with the issuance of the 2016 Senior Notes and amendment and restatement of the 2015 Senior Notes, the conversion price was reduced to $2.50 per share. | |||||||||
Ownership percentage | 9.99% | |||||||||
Unpaid interest rate on notes | 100.00% | |||||||||
Warrants valued using the black-scholes option pricing model | $ 73,000 | |||||||||
Debt discount | $ 553,000 | |||||||||
Securities Purchase Agreement One [Member] | ||||||||||
Convertible Unsecured Notes (Textual) | ||||||||||
Warrants exercisable term | 5 years | |||||||||
Warrants issued | 62,500 | |||||||||
Exercise price per share | $ 4 | |||||||||
Gross proceeds from issuance of warrants | $ 3,000,000 | |||||||||
Minimum [Member] | Securities Purchase Agreement [Member] | ||||||||||
Convertible Unsecured Notes (Textual) | ||||||||||
Warrants issued | 62,500 | |||||||||
Exercise price per share | $ 3 | |||||||||
Debt discount | $ 305,000 | 305,000 | ||||||||
Fair value of additional issuance to warrants | $ 30,000 | |||||||||
Maximum [Member] | Securities Purchase Agreement [Member] | ||||||||||
Convertible Unsecured Notes (Textual) | ||||||||||
Exercise price per share | $ 4 | |||||||||
Debt discount | $ 335,000 | $ 335,000 | ||||||||
Fair value of additional issuance to warrants | $ 305,000 |
Capital Leases Payable (Details
Capital Leases Payable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Capital Leased Assets [Line Items] | ||
Total capital leases | $ 16,000 | $ 25,000 |
Less: current portion | (10,000) | (13,000) |
Long-term portion of capital leases | 6,000 | 12,000 |
De Lage Landen [Member] | Capital Leases Payable [Member] | ||
Capital Leased Assets [Line Items] | ||
Total capital leases | 2,000 | 5,000 |
Dell Computers [Member] | Capital Leases Payable [Member] | ||
Capital Leased Assets [Line Items] | ||
Total capital leases | $ 14,000 | $ 20,000 |
Capital Leases Payable (Detai_2
Capital Leases Payable (Details 1) | Sep. 30, 2018USD ($) |
Capital Leases Payable [Abstract] | |
2,019 | $ 10,000 |
2,020 | 7,000 |
Net minimum lease payments | 17,000 |
Less: amount representing interest | (1,000) |
Present value of net minimum lease payments | 16,000 |
Less: current maturities of capital lease payables | (10,000) |
Long term capital lease payables | $ 6,000 |
Capital Leases Payable (Detai_3
Capital Leases Payable (Details Textual) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
October 1, 2018 [Member] | De Lage Landen [Member] | |
Capital Leases Payables (Textual) | |
Lease expiration date | Oct. 1, 2018 |
Capital lease payable | $ 452 |
Tangible asset capital lease interest rate | 10.00% |
May 1, 2020 [Member] | Dell Computers [Member] | |
Capital Leases Payables (Textual) | |
Lease expiration date | May 1, 2020 |
Capital lease payable | $ 716 |
Tangible asset capital lease interest rate | 4.99% |
Equity (Details)
Equity (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Equity [Abstract] | |
Balance, December 31, 2017 | shares | 210,000 |
Granted | shares | |
Vested | shares | (148,750) |
Unvested balance, June 30, 2018 | shares | 61,250 |
Weighted Average Grant Price, Beginning | $ / shares | $ 1.55 |
Weighted Average Grant Price, Granted | $ / shares | |
Weighted Average Grant Price, Vested | $ / shares | |
Weighted Average Grant Price, Ending | $ / shares | $ 1.55 |
Equity (Details Textual)
Equity (Details Textual) | 9 Months Ended |
Sep. 30, 2018USD ($)shares | |
Equity (Textual) | |
Percentage of unvested shares of restricted stock vest | 50.00% |
Common Stock [Member] | |
Equity (Textual) | |
Conversion of convertible notes common stock | $ | $ 25,000 |
Conversion of convertible notes common stock, shares | shares | 100,000 |
Shares issued for services | $ | $ 20,000 |
Shares issued for services, shares | shares | 25,000 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Stock Options and Warrants [Abstract] | ||
Options Balance, December 31, 2017 | 668,607 | |
Forfeited or granted during 2018 | (77,826) | |
Options Balance, March 31, 2018 | 590,781 | 668,607 |
Exercisable on June 30, 2018 | 453,947 | |
Weighted- Average Excerise Price, Balance, December 31, 2017 | $ 6.21 | |
Weighted- Average Excerise Price, Forfeited or granted during 2018 | 15.18 | |
Weighted- Average Excerise Price, Balance, June 30, 2018 | 5.03 | $ 6.21 |
Weighted- Average Excerise Price, Exercisable on June 30, 2018 | $ 5.73 | |
Weighted Average Remaining Contractual Life (in years) | 6 years 6 months 10 days | 7 years 4 months 17 days |
Weighted- Average Remaining Contractual Life, Exercisable | 5 years 11 months 19 days | |
Aggregate Intrinsic Value, Balance, December 31, 2017 | ||
Aggregate Intrinsic Value, Forfeited or Granted during 2018 | ||
Aggregate Intrinsic Value, Balance, June 30, 2018 | ||
Aggregate Intrinsic Value, Exercisable on June 30, 2018 |
Stock Options and Warrants (D_2
Stock Options and Warrants (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of Shares | 590,781 | 668,607 |
Options Outstanding, Weighted-Average Remaining Contractual Life | 6 years 6 months 10 days | 7 years 4 months 17 days |
Options Outstanding, Weighted-Average Exercise Price | $ 5.03 | $ 6.21 |
Options Exercisable, Number of Shares | 453,947 | |
Options Exercisable, Weighted-Average Exercise Price | $ 5.73 | |
$0 - $10.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Limit | 0 | |
Exercise Price, Upper Limit | $ 10 | |
Options Outstanding, Number of Shares | 515,748 | |
Options Outstanding, Weighted-Average Remaining Contractual Life | 7 years 18 days | |
Options Outstanding, Weighted-Average Exercise Price | $ 3.35 | |
Options Exercisable, Number of Shares | 377,563 | |
Options Exercisable, Weighted-Average Exercise Price | $ 3.57 | |
$10.01 - $15.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Limit | 10.01 | |
Exercise Price, Upper Limit | $ 15 | |
Options Outstanding, Number of Shares | 26,300 | |
Options Outstanding, Weighted-Average Remaining Contractual Life | 5 years 2 months 27 days | |
Options Outstanding, Weighted-Average Exercise Price | $ 12.50 | |
Options Exercisable, Number of Shares | 25,911 | |
Options Exercisable, Weighted-Average Exercise Price | $ 12.50 | |
$15.01 - $20.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Limit | 15.01 | |
Exercise Price, Upper Limit | $ 20 | |
Options Outstanding, Number of Shares | 84,845 | |
Options Outstanding, Weighted-Average Remaining Contractual Life | 1 year 6 months 29 days | |
Options Outstanding, Weighted-Average Exercise Price | $ 17.50 | |
Options Exercisable, Number of Shares | 41,845 | |
Options Exercisable, Weighted-Average Exercise Price | $ 17.50 | |
$20.01 - $25.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Limit | 20.01 | |
Exercise Price, Upper Limit | $ 25 | |
Options Outstanding, Number of Shares | 15,088 | |
Options Outstanding, Weighted-Average Remaining Contractual Life | 3 years 9 months 18 days | |
Options Outstanding, Weighted-Average Exercise Price | $ 23.20 | |
Options Exercisable, Number of Shares | 8,628 | |
Options Exercisable, Weighted-Average Exercise Price | $ 22.61 |
Stock Options and Warrants (D_3
Stock Options and Warrants (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock based compensation expense | $ 86,000 | $ 135,000 | $ 334,000 | $ 789,000 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock based compensation expense | 46,000 | 65,000 | 143,000 | 368,000 |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock based compensation expense | $ 40,000 | $ 70,000 | $ 191,000 | $ 421,000 |
Stock Options and Warrants (D_4
Stock Options and Warrants (Details 3) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Balance outstanding at September 30, 2018, Weighted Average Exercise Price | $ 2.79 |
Warrant [Member] | |
Balance outstanding at December 31, 2017, Number of Shares | shares | 6,084,603 |
Expired | shares | (36,723) |
Issued for 2018 Senior Notes | shares | 355,551 |
Issued for June 2018 Senior Notes | shares | 878,889 |
Balance outstanding at September 30, 2018, Number of Shares | shares | 7,282,320 |
Balance outstanding at December 31, 2017, Weighted Average Exercise Price | $ 3.38 |
Weighted Average Exercise Price | 28.48 |
Issued for 2018 Senior Notes, Weighted Average Exercise Price | 1.50 |
Issued for June 2018 Senior Notes, Weighted Average Exercise Price | 0.30 |
Balance outstanding at September 30, 2018, Weighted Average Exercise Price | $ 2.79 |
Stock Options and Warrants (D_5
Stock Options and Warrants (Details 4) | 9 Months Ended | |
Sep. 30, 2018$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants | shares | 7,282,320 | |
Warrant exercise price | $ / shares | $ 2.79 | |
2013 Services Warrants - November [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Nov13 | |
Expiry Date | Nov18 | |
Number of Warrants | shares | 2,400 | |
Warrant exercise price | $ / shares | $ 50 | |
2014 Services Warrants - April [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Apr14 | [1] |
Expiry Date | Apr19 | [1] |
Number of Warrants | shares | 13,657 | [1] |
Warrant exercise price | $ / shares | $ 39 | [1] |
2014 Services Warrants-September [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Aug14 | [2] |
Expiry Date | Aug19 | [2] |
Number of Warrants | shares | 16,000 | [2] |
Warrant exercise price | $ / shares | $ 25 | [2] |
2014 Services Warrants-November [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Nov14 | [3] |
Expiry Date | Nov18 | [3] |
Number of Warrants | shares | 6,500 | [3] |
Warrant exercise price | $ / shares | $ 25 | [3] |
2014 Settlement Warrants-December [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Dec14 | [4] |
Expiry Date | Dec19 | [4] |
Number of Warrants | shares | 38,464 | [4] |
Warrant exercise price | $ / shares | $ 25 | [4] |
2015 Senior Notes Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Apr/May-15 | [5],[6] |
Expiry Date | Apr/May-20 | [5],[6] |
Number of Warrants | shares | 219,785 | [5],[6] |
Warrant exercise price | $ / shares | $ 3 | [5],[6] |
2015 Services Warrants-May [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | May15 | [7] |
Expiry Date | May20 | [7] |
Number of Warrants | shares | 5,514 | [7] |
Warrant exercise price | $ / shares | $ 12.50 | [7] |
2015 LOC Guarantee Warrants - November [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Nov15 | [8] |
Expiry Date | Nov20 | [8] |
Number of Warrants | shares | 74,000 | [8] |
Warrant exercise price | $ / shares | $ 3 | |
2015 Debt Amendment Warrants - December [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Dec15 | [9],[10] |
Expiry Date | Dec20 | [9],[10] |
Number of Warrants | shares | 50,000 | [9],[10] |
Warrant exercise price | $ / shares | $ 3 | [10],[11] |
2015 PIPE Warrants - December [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Dec15 | [12] |
Expiry Date | Dec20 | [12] |
Number of Warrants | shares | 312,500 | [12] |
Warrant exercise price | $ / shares | $ 4 | [13] |
2016 Debt Amendment Warrants - February [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Feb16 | [10],[14] |
Expiry Date | Feb21 | [10],[14] |
Number of Warrants | shares | 50,000 | [10],[14] |
Warrant exercise price | $ / shares | $ 3 | [10],[15] |
2016 Debt Amendment Warrants - March [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Mar16 | [10],[16] |
Expiry Date | Mar21 | [10],[16] |
Number of Warrants | shares | 500,000 | [10],[16] |
Warrant exercise price | $ / shares | $ 3 | [10],[17] |
2016 Convertible Unsecured Notes Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Sep - Dec-16 | [18] |
Expiry Date | Sep - Dec-21 | [18] |
Number of Warrants | shares | 312,499 | [18] |
Warrant exercise price | $ / shares | $ 3 | [18] |
2016 Senior Notes Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Dec16 | |
Expiry Date | Dec21 | |
Number of Warrants | shares | 3,720,839 | |
Warrant exercise price | $ / shares | $ 3 | |
2017 Convertible Unsecured Notes Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Jan17 | [18] |
Expiry Date | Jan22 | [18] |
Number of Warrants | shares | 62,500 | [18] |
Warrant exercise price | $ / shares | $ 3 | |
2017 Backstop Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Apr17 | |
Expiry Date | Apr22 | |
Number of Warrants | shares | 41,000 | |
Warrant exercise price | $ / shares | $ 3 | |
2017 Senior Notes Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Sep/Nov/Dec-17 | |
Expiry Date | Sep/Nov/Dec-22 | |
Number of Warrants | shares | 622,222 | |
Warrant exercise price | $ / shares | $ 1.50 | |
2018 Senior Notes Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Jan/Mar 18 | |
Expiry Date | Jan/Mar 23 | |
Number of Warrants | shares | 355,551 | |
Warrant exercise price | $ / shares | $ 1.50 | |
June 2018 Senior Notes Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issue Date | Jun18 | |
Expiry Date | Jun23 | |
Number of Warrants | shares | 878,889 | |
Warrant exercise price | $ / shares | $ 0.30 | |
[1] | The 2014 Services Warrants - April were issued for fees incurred in conjunction with the issuance of convertible notes in 2014. The warrants were valued on the issuance date at $11.50 per share in conjunction with the valuation approach used for the initial valuation of the warrants issued in connection with the convertible notes issued in 2014. | |
[2] | The 2014 Services Warrants - September were issued to a consultant in exchange for advisory services with no readily available fair value. The warrants were originally issued at an exercise price of $39.00 per share and had a one-time price reset provision to the exercise price of the warrants issued to investors in the convertible notes offering in April 2014 if the exercise price of such convertible notes warrants changed prior to September 30, 2014. On September 22, 2014, the exercise price was changed to $25.00 per share. There are no further exercise price changes for this warrant series. The warrants were valued using the Black-Scholes option pricing model at $131,000 on the issuance date with an additional $6,000 recorded to expense on September 22, 2014 to reflect the change in fair value resulting from the exercise price change. | |
[3] | On November 26, 2014, the Company issued warrants to purchase up to 6,500 shares of common stock with an exercise price of $25.00 per share for compensation for investor relations services provided. The warrants were valued using the Black-Scholes option pricing model at $43,000 on the issuance date. | |
[4] | On December 1, 2014, the Company issued warrants to purchase up to 19,232 shares of common stock with an exercise price of $39.00 per share and on December 15, 2014 issued warrants to purchase up to 19,232 shares of common stock with an exercise price of $25.00 per share to settle potential legal disputes resulting from claims made by the investors in the November 2013 private equity placement. The warrants issued on December 1, 2014 were issued concurrent with the issuance of 8,462 shares of the Company's common stock in partial settlement of the potential legal disputes arising from claims by two investors. The Company settled all remaining potential legal disputes with all of the remaining investors in the November 2013 private placement on December 15, 2014 by issuing the second tranche of warrants and setting the exercise price of each warrant series issued at $25.00 with no further reset provisions. The combined issuance of the warrants and expense resulting from any price changes were valued using the Black-Scholes option pricing model at $246,000 and expensed to general and administrative expense. | |
[5] | On April 23, 2015, the Company issued warrants to purchase up to 136,267 shares of common stock and on May 7, 2015, the Company issued warrants to purchase up to 83,518 shares of common stock, each with an exercise price of $12.50 per share in conjunction with the issuance of the 2015 Senior Notes. The warrants were valued using the Black-Scholes option pricing model at $2,139,000 on the issuance date. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. | |
[6] | Warrant exercise price was reduced from $12.50 to $4.00 per share on August 24, 2016 and further reduced to $3.00 per share concurrent with the issuance of the 2016 Senior Notes. | |
[7] | On May 1, 2015, the Company issued warrants to purchase up to 5,514 shares of common stock with an exercise price of $12.50 per share in conjunction with placement agent services for the Company's May 2015 private equity placement. The warrants were valued using the Black-Scholes option pricing model at $56,000 on the issuance date. | |
[8] | On November 2, 2015, the Company issued warrants to purchase up to 74,000 shares of common stock with an exercise price of $15.00 per share in conjunction with the Letter of Credit described in Note 15. The warrants were valued using the Black-Scholes option pricing model at $246,000 on the issuance date. The warrants are exercisable beginning on November 1, 2016. On April 2017, the exercise price was reduced to $3.00 per share as a term of an amendment to the backstop security. | |
[9] | On December 30, 2015, the Company issued warrants to purchase up to 50,000 shares of common stock with an initial exercise price of $12.50 per share in conjunction with an amendment of the 2015 Senior Notes in December 2015. On September 30, 2016, concurrent with the issuance of the March 2016 Warrants, the exercise price was reduced to $5.00 per share. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. | |
[10] | Warrant exercise price was reduced from $5.00 to $4.00 per share on August 24, 2016 and further reduced to $3.00 per share concurrent with the issuance of the 2016 Senior Notes. On August 24, 2016, the warrant agreement was amended to remove all provisions that had previously required derivative liability accounting treatment. | |
[11] | On December 30, 2015, the Company issued warrants to purchase up to 50,000 shares of common stock with an initial exercise price of $12.50 per share in conjunction with an amendment of the 2015 Senior Notes in December 2015. On June 30, 2016, concurrent with the issuance of the March 2016 Warrants, the exercise price was reduced to $5.00 per share. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. | |
[12] | On December 31, 2015, the Company issued warrants to purchase up to 312,500 shares of common stock with an initial exercise price of $5.00 per share in conjunction with the December private equity placement (the "December PIPE"). The warrants initially provided that if, prior to the earlier of September 30, 2016 or thirty days after the date on which the December PIPE shares and underlying warrants are registered for resale, the Company issued common share derivative securities at a price per share less than $5.00 per share, the Company was obligated to reduce the exercise price of the December PIPE warrants to a price per share equal to the newly issued shares or derivative common stock securities. This price protection clause expired on September 30, 2016. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. | |
[13] | On December 31, 2015, the Company issued warrants to purchase up to 312,500 shares of common stock with an initial exercise price of $5.00 per share in conjunction with the December private equity placement (the "December PIPE"). The warrants initially provided that if, prior to the earlier of June 30, 2016 or thirty days after the date on which the December PIPE shares and underlying warrants are registered for resale, the Company issued common share derivative securities at a price per share less than $5.00 per share, the Company was obligated to reduce the exercise price of the December PIPE warrants to a price per share equal to the newly issued shares or derivative common stock securities. This price protection clause expired on June 30, 2016. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. | |
[14] | On February 2, 2016, the Company issued warrants to purchase up to 50,000 shares of common stock with an initial exercise price of $12.50 per share in conjunction with an amendment of the 2015 Senior Notes in December 2015. The warrants were valued using the Black-Scholes option pricing model at $148,000 on the issuance date and were recorded as a derivative liability and additional debt discount. The warrants provided that, in the event that the Company issued additional common stock derivative securities at a price per share less than the exercise price, the Company was obligated to reduce the exercise price of the February 2016 Warrants to a price per share equal to the newly issued shares or derivative common stock securities. On March 31, 2016, concurrent with the issuance of the additional debt amendment warrants, the exercise price was reduced to $5.00 per share. This price protection clause expired on September 30, 2016. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. | |
[15] | On February 2, 2016, the Company issued warrants to purchase up to 50,000 shares of common stock with an initial exercise price of $12.50 per share in conjunction with an amendment of the 2015 Senior Notes in December 2015. The warrants were valued using the Black-Scholes option pricing model at $148,000 on the issuance date and were recorded as a derivative liability and additional debt discount. The warrants provided that, in the event that the Company issued additional common stock derivative securities at a price per share less than the exercise price, the Company was obligated to reduce the exercise price of the February 2016 Warrants to a price per share equal to the newly issued shares or derivative common stock securities. On March 31, 2016, concurrent with the issuance of the additional debt amendment warrants, the exercise price was reduced to $5.00 per share. This price protection clause expired on June 30, 2016. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. | |
[16] | On March 31, 2016, the Company issued warrants to purchase up to 500,000 shares of common stock with an initial exercise price of $5.00 per share in conjunction with an amendment of the 2015 Senior Notes in December 2015. The warrants were valued using the Black-Scholes option pricing model at $1,497,000 on the issuance date and were recorded as a derivative liability and additional debt discount. The warrants provided that, in the event that the Company issued additional common stock derivative securities at a price per share less than the exercise price, the Company was obligated to reduce the exercise price of the March 2016 Warrants to a price per share equal to the newly issued shares or derivative common stock securities. This price protection clause expired on September 30, 2016. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. | |
[17] | On March 31, 2016, the Company issued warrants to purchase up to 500,000 shares of common stock with an initial exercise price of $5.00 per share in conjunction with an amendment of the 2015 Senior Notes in December 2015. The warrants were valued using the Black-Scholes option pricing model at $1,497,000 on the issuance date and were recorded as a derivative liability and additional debt discount. The warrants provided that, in the event that the Company issued additional common stock derivative securities at a price per share less than the exercise price, the Company was obligated to reduce the exercise price of the March 2016 Warrants to a price per share equal to the newly issued shares or derivative common stock securities. This price protection clause expired on June 30, 2016. On August 24, 2016, the exercise price of the warrants was reduced to $4.00 per share. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants was further reduced to $3.00 per share. | |
[18] | On September 1, 2016, the Company issued warrants to purchase up to 124,999 shares of common stock with an initial exercise price of $4.00 per share in conjunction with Unsecured Convertible Notes as described in Note 8 above. The warrants were valued using the Black-Scholes option pricing model at $271,000 on the issuance date and were recorded as additional debt discount. Between November 1, 2016 and December 31, 2016, the Company issued additional warrants to purchase up to 187,500 shares of common stock, as described above. The additional warrants were valued using the Black-Scholes option pricing model at $305,000 and were recorded as additional debt discount. Concurrent with the issuance of the 2016 Senior Notes, the exercise price of the warrants issued on November 1, 2016 was reduced to $3.00 per share. The warrants issued on December 1, 2016, December 31, 2016, and January 30, 2017 were issued with an initial exercise price of $3.00 per share. On January 30, 2017 the Company issued warrants to purchase up to 62,500 shares of common stock with an exercise price of $3.00 per share |
Stock Options and Warrants (D_6
Stock Options and Warrants (Details Textual) - USD ($) | Jun. 05, 2018 | Jan. 30, 2017 | Dec. 01, 2016 | Nov. 23, 2016 | Nov. 01, 2016 | Sep. 01, 2016 | Aug. 24, 2016 | Dec. 31, 2015 | Dec. 30, 2015 | Nov. 02, 2015 | May 07, 2015 | May 01, 2015 | Apr. 23, 2015 | Dec. 15, 2014 | Dec. 01, 2014 | Apr. 30, 2017 | Jan. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Feb. 02, 2016 | Nov. 26, 2014 | Sep. 22, 2014 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 22, 2016 | Sep. 03, 2015 | Jul. 15, 2015 | Jul. 01, 2013 | |
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||||||||||||||||||||
Description of granted options vesting right | The remaining weighted average vesting periods of 1.89 years for outstanding grants was $0.6 million. | ||||||||||||||||||||||||||||||||
Stock-based compensation | $ 334,000 | $ 788,000 | |||||||||||||||||||||||||||||||
Warrants issued | 8,462 | 50,000 | |||||||||||||||||||||||||||||||
Options granted contract term | 6 years 6 months 10 days | 7 years 4 months 17 days | |||||||||||||||||||||||||||||||
Options vesting percentage | 50.00% | ||||||||||||||||||||||||||||||||
Warrant amendment - August 24, 2016 | |||||||||||||||||||||||||||||||||
Options outstanding | 590,781 | 668,607 | |||||||||||||||||||||||||||||||
Options exercisable, number of shares | 453,947 | ||||||||||||||||||||||||||||||||
Weighted average exercise price | $ 5.73 | ||||||||||||||||||||||||||||||||
Common stock issued | 210,000 | ||||||||||||||||||||||||||||||||
Number of warrants issued | 7,282,320 | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 2.79 | ||||||||||||||||||||||||||||||||
Junior Notes Warrants [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Warrants issued | 187,500 | ||||||||||||||||||||||||||||||||
Exercise price per share | $ 3 | $ 3 | $ 4 | $ 3 | $ 3 | ||||||||||||||||||||||||||||
Reduction in warrants exercise price | $ 3 | ||||||||||||||||||||||||||||||||
Reclassification of warrants previously recorded as derivative liabilities to paid in capital | $ 30,000 | ||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||
Stock Option [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Description of granted options vesting right | The options granted have a contract term ranging between three and ten years. Options granted typically vest over a four-year period, with 25% vesting after one year and the remainder ratably over the remaining three years. | ||||||||||||||||||||||||||||||||
Options vesting period | 4 years | ||||||||||||||||||||||||||||||||
Options vesting percentage | 25.00% | ||||||||||||||||||||||||||||||||
2014 Services Warrants - April [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Exercise price per share | $ 11.50 | ||||||||||||||||||||||||||||||||
Number of warrants issued | [1] | 13,657 | |||||||||||||||||||||||||||||||
Exercise price of warrants | [1] | $ 39 | |||||||||||||||||||||||||||||||
2014 Convertible Notes Warrants [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Number of warrants issued | [2] | 16,000 | |||||||||||||||||||||||||||||||
Exercise price of warrants | [2] | $ 25 | |||||||||||||||||||||||||||||||
2014 Services Warrants - September [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Exercise price per share | 39 | ||||||||||||||||||||||||||||||||
Exercise price of warrants | [3] | $ 25 | |||||||||||||||||||||||||||||||
Backstop Security Warrants [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Number of warrants issued | 41,000 | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 3 | ||||||||||||||||||||||||||||||||
2017 Senior Notes Warrants [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Warrants outstanding | $ 135,000 | ||||||||||||||||||||||||||||||||
Number of warrants issued | 622,222 | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 1.50 | ||||||||||||||||||||||||||||||||
2018 Senior Notes [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Warrant issued value | $ 227,000 | $ 135,000 | |||||||||||||||||||||||||||||||
Number of warrants issued | 878,889 | 355,551 | |||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.30 | $ 1.50 | |||||||||||||||||||||||||||||||
2016 Senior Notes [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Additional debt discount | $ 305,000 | ||||||||||||||||||||||||||||||||
2013 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Maximum number of common shares authorized to purchase | 420,000 | ||||||||||||||||||||||||||||||||
Options outstanding | 158,488 | ||||||||||||||||||||||||||||||||
Options exercisable, number of shares | 153,821 | ||||||||||||||||||||||||||||||||
2015 Equity Incentive Award Plan [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Maximum number of common shares authorized to purchase | 163,683 | 600,000 | |||||||||||||||||||||||||||||||
Common stock, shares authorized | 300,000 | ||||||||||||||||||||||||||||||||
Term of stock option and stock appreciation right | The maximum term of each stock option and stock appreciation right (SAR) is 10 years. | ||||||||||||||||||||||||||||||||
Options outstanding | 6,000 | 432,293 | 6,000 | ||||||||||||||||||||||||||||||
Options exercisable, number of shares | 300,126 | ||||||||||||||||||||||||||||||||
Aggregate of common stock shares | 444,000 | ||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Options granted contract term | 3 years | ||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Options granted contract term | 10 years | ||||||||||||||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Warrants issued | 62,500 | 5,514 | |||||||||||||||||||||||||||||||
Exercise price per share | $ 3 | $ 12.50 | 3 | ||||||||||||||||||||||||||||||
Warrants valued using the black-scholes option pricing model | $ 56,000 | ||||||||||||||||||||||||||||||||
Reduction in warrants exercise price | $ 3 | $ 3 | |||||||||||||||||||||||||||||||
Exercise price of warrants | $ 12.04 | $ 2.79 | $ 3.38 | ||||||||||||||||||||||||||||||
Warrants [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Exercise price per share | $ 4 | ||||||||||||||||||||||||||||||||
Reduction in warrants exercise price | 4 | ||||||||||||||||||||||||||||||||
Warrants [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Exercise price per share | 12.50 | ||||||||||||||||||||||||||||||||
Reduction in warrants exercise price | 5 | ||||||||||||||||||||||||||||||||
Warrant 1 [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Weighted average remaining life of warrants | 3 years 3 months 22 days | ||||||||||||||||||||||||||||||||
Warrants issued | 124,999 | 312,500 | 50,000 | 74,000 | 83,518 | 136,267 | 19,232 | 19,232 | 500,000 | 6,500 | |||||||||||||||||||||||
Warrant issued value | $ 43,000 | $ 296,000 | |||||||||||||||||||||||||||||||
Exercise price per share | $ 4 | $ 4 | $ 5 | $ 12.50 | $ 15 | $ 12.50 | $ 12.50 | $ 25 | $ 39 | $ 5 | $ 12.50 | $ 25 | $ 25 | ||||||||||||||||||||
Warrants valued using the black-scholes option pricing model | $ 271,000 | $ 246,000 | $ 2,139,000 | $ 2,139,000 | $ 246,000 | $ 1,497,000 | $ 148,000 | ||||||||||||||||||||||||||
Reduction in warrants exercise price | $ 3 | $ 5 | |||||||||||||||||||||||||||||||
Weighted average exercise price | $ 2.79 | ||||||||||||||||||||||||||||||||
Warrants outstanding intrinsic value | $ 0 | ||||||||||||||||||||||||||||||||
Convertible Unsecured Notes Warrant [Member] | 2014 Services Warrants - September [Member] | |||||||||||||||||||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||||||||||||||||||
Stock-based compensation | $ 6,000 | ||||||||||||||||||||||||||||||||
Warrant issued value | $ 131,000 | ||||||||||||||||||||||||||||||||
Exercise price per share | $ 25 | ||||||||||||||||||||||||||||||||
[1] | The 2014 Services Warrants - April were issued for fees incurred in conjunction with the issuance of convertible notes in 2014. The warrants were valued on the issuance date at $11.50 per share in conjunction with the valuation approach used for the initial valuation of the warrants issued in connection with the convertible notes issued in 2014. | ||||||||||||||||||||||||||||||||
[2] | The 2014 Services Warrants - September were issued to a consultant in exchange for advisory services with no readily available fair value. The warrants were originally issued at an exercise price of $39.00 per share and had a one-time price reset provision to the exercise price of the warrants issued to investors in the convertible notes offering in April 2014 if the exercise price of such convertible notes warrants changed prior to September 30, 2014. On September 22, 2014, the exercise price was changed to $25.00 per share. There are no further exercise price changes for this warrant series. The warrants were valued using the Black-Scholes option pricing model at $131,000 on the issuance date with an additional $6,000 recorded to expense on September 22, 2014 to reflect the change in fair value resulting from the exercise price change. | ||||||||||||||||||||||||||||||||
[3] | On September 22, 2014, the Company issued warrants to purchase up to 26,500 shares of common stock with an exercise price of $25.00 per share in conjunction with placement agent services for the Company's September 2014 private equity placement. The warrants were valued using the Black-Scholes option pricing model at $296,000 on the issuance date. |
Revenue (Details)
Revenue (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Revenue (Textual) | ||
Contract losses | $ 391,000 | $ 617,000 |
Royalty based revenue, description | For our royalty-based contract with Dresser-Rand, we invoice 50% of the order upon license order placement and the second 50% on the earlier of subsequent unit delivery or 12 months, whichever occurs first. | |
Performance obligations | $ 4,200,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 9 Months Ended | |
Sep. 30, 2018USD ($)shares | ||
Related Party Transaction [Line Items] | ||
Principal Amount of Notes | $ 20,000 | |
Number of Shares Underlying Warrants | shares | 8,000 | |
Aggregate Purchase Price | $ 18,000 | |
Chief Financial Officer [Member] | Domonic J. Carney [Member] | 2017 Senior Notes [Member] | ||
Related Party Transaction [Line Items] | ||
Principal Amount of Notes | $ 87,222 | [1] |
Number of Shares Underlying Warrants | shares | 34,888 | |
Aggregate Purchase Price | $ 78,500 | |
Vice President, Business Development [Member] | Mark Owen [Member] | 2017 Senior Notes [Member] | ||
Related Party Transaction [Line Items] | ||
Principal Amount of Notes | $ 34,722 | |
Number of Shares Underlying Warrants | shares | 13,888 | |
Aggregate Purchase Price | $ 31,250 | |
Director [Member] | Michael Hammons [Member] | 2017 Senior Notes [Member] | ||
Related Party Transaction [Line Items] | ||
Principal Amount of Notes | $ 33,334 | |
Number of Shares Underlying Warrants | shares | 57,778 | [2] |
Aggregate Purchase Price | $ 30,000 | |
Vice President, Engineering [Member] | Douglas Hamrin [Member] | 2017 Senior Notes [Member] | ||
Related Party Transaction [Line Items] | ||
Principal Amount of Notes | $ 25,278 | |
Number of Shares Underlying Warrants | shares | 10,111 | |
Aggregate Purchase Price | $ 22,750 | |
[1] | Includes 2017 Senior Notes in the principal amounts of $27,778 and $8,333 purchased in the name of Charles Schwab & Co Inc. FBO Domonic Carney IRA in September and December 2017, respectively, over which Mr. Carney has investment control and which securities he may be deemed to beneficially owned. | |
[2] | Includes warrants to purchase 2,222 shares of common stock at an exercise price of $1.50 issued in January 2018 and warrants to purchase 55,556 shares of common stock at an exercise price of $0.30 per share issued in June 2018. |
Related Party Transactions (D_2
Related Party Transactions (Details Textual) | 1 Months Ended | 9 Months Ended | |||
Jan. 31, 2018$ / sharesshares | Sep. 30, 2018USD ($)investor$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 2017USD ($)$ / shares | Dec. 31, 2016$ / shares | |
Related Party Transactions (Textual) | |||||
Warrant exercise price | $ / shares | $ 2.79 | ||||
Payments of Financing Costs | $ | $ 20,000 | ||||
Charles Schwab & Co Inc. [Member] | |||||
Related Party Transactions (Textual) | |||||
Aggregate principal amount | $ | $ 8,333 | $ 27,778 | |||
Michael Hammons [Member] | |||||
Related Party Transactions (Textual) | |||||
Warrant exercise price | $ / shares | $ 1.50 | $ 0.30 | |||
Warrants to purchase | shares | 2,222 | 55,556 | |||
Convertible Senior Secured Promissory Notes [Member] | |||||
Related Party Transactions (Textual) | |||||
Number of accredited investors | investor | 26 | ||||
Aggregate principal amount | $ | $ 2,800,000 | ||||
Warrant exercise price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | $ 3 | |
Placement agent fees | $ | $ 2,500,000 | ||||
Accrued liabilities | $ | $ 100,000 | ||||
2018 Senior Notes [Member] | |||||
Related Party Transactions (Textual) | |||||
Warrant term | 5 years | ||||
Warrants to purchase an aggregate shares of common stock | shares | 878,889 | ||||
Warrant exercise price | $ / shares | $ 0.30 | ||||
2017 Senior Notes [Member] | |||||
Related Party Transactions (Textual) | |||||
Warrant term | 5 years | ||||
Warrants to purchase an aggregate shares of common stock | shares | 977,773 | ||||
Warrant exercise price | $ / shares | $ 1.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2017 | Mar. 31, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016ft² | Apr. 01, 2017ft² | |
Commitments and Contingencies (Textual) | ||||||
Area of lease property | ft² | 32,649 | 4,960 | ||||
Operating leases monthly rent expense | $ 15,000 | |||||
Extension of lease expiration date | Mar. 31, 2017 | |||||
Lease agreement, Description | Annual escalations on April 1, 2018 to $10,473 per month and on April 1, 2019 to $10,787 per month for the Research Drive property. | |||||
Letter of credit, Description | We and Dresser-Rand agreed to modify the requirements for our existing backstop security. As modified, we were required to maintain a $500,000 backstop security, reduced from $2.1 million, the monthly fee reduced to 1% of the amount of the amended Letter or Credit and the backstop security was extended from June 2017 to March 31, 2018. | |||||
Rent expense under the leases | $ 37,000 | $ 104,000 | ||||
January through March 2017 [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Rent expense net of sublease income | 10,168 | |||||
Operating leases monthly rent expense | $ 15,000 | |||||
Standby Letter of Credit [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Lease expiration date | Jun. 30, 2017 | |||||
Lease agreement, Description | (a) replacement of the Letter of Credit with an alternative Backstop Security in favor of Dresser-Rand, (b) Dresser-Rand eliminating the Backstop Security requirement under the CLA, or (c) the last day of the twenty-fourth calendar month following the commencement of the Term. In consideration of the investor's support commitment, the Company paid the investor a one-time fee equal to 4% of the amount of the Letter of Credit and was obligated to pay a monthly fee equal to 1% of the amount of the Letter of Credit for the first twelve months with an additional one-time fee equal to 4% of the amount of the Letter of Credit at the one year anniversary, and a monthly fee equal to 2% for an additional twelve months. | |||||
Secured performance fees | $ 2,100,000 | |||||
Line of credit | $ 2,100,000 |