Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 28, 2021 | Jun. 30, 2020 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CLEARSIGN TECHNOLOGIES CORP | ||
Entity Central Index Key | 0001434524 | ||
Current Fiscal Year End Date | --12-31 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | CLIR | ||
Security Exchange Name | NASDAQ | ||
Entity Small Business | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 44,000,000 | ||
Entity Common Stock, Shares Outstanding | 30,900,634 | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 8,824,000 | $ 8,552,000 |
Contract assets | 92,000 | 39,000 |
Prepaid expenses and other assets | 466,000 | 391,000 |
Total current assets | 9,382,000 | 8,982,000 |
Fixed assets, net | 427,000 | 665,000 |
Patents and other intangible assets, net | 1,302,000 | 1,285,000 |
Other assets | 10,000 | 10,000 |
Total Assets | 11,121,000 | 10,942,000 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 435,000 | 845,000 |
Current portion of lease liabilities | 169,000 | 177,000 |
Accrued compensation and taxes | 382,000 | 226,000 |
Contract liabilities | 94,000 | 50,000 |
Total current liabilities | 1,080,000 | 1,298,000 |
Long Term Liabilities: | ||
Long term lease liabilities | 249,000 | 418,000 |
Payroll protection program loan | 251,000 | |
Total liabilities | 1,580,000 | 1,716,000 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value, zero shares issued and outstanding | ||
Common stock, $0.0001 par value, 30,077,436 and 26,707,261 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 3,000 | 3,000 |
Additional paid-in capital | 84,411,000 | 77,210,000 |
Accumulated deficit | (74,874,000) | (67,990,000) |
Total stockholders' equity | 9,540,000 | 9,223,000 |
Noncontrolling Interest | 1,000 | 3,000 |
Total equity | 9,541,000 | 9,226,000 |
Total Liabilities and Equity | $ 11,121,000 | $ 10,942,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 30,077,436 | 30,077,436 |
Common stock, shares outstanding | 26,707,261 | 26,707,261 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Consolidated Statements of Operations | ||
Sales | $ 0 | $ 0 |
Cost of goods sold - warranty adjustment (see note 5) | 279,000 | 1,000 |
Gross loss | (279,000) | (1,000) |
Operating expenses: | ||
Research and development, net of grants | 2,029,000 | 3,056,000 |
General and administrative | 4,624,000 | 5,526,000 |
Total operating expenses | 6,653,000 | 8,582,000 |
Loss from operations | (6,932,000) | (8,583,000) |
Other income: | ||
Other Income | 44,000 | |
Interest income | 2,000 | 101,000 |
Net loss | (6,886,000) | (8,482,000) |
Net loss attributed to non-controlling interest | 2,000 | 3,000 |
Net loss attributed to common stockholders | $ (6,884,000) | $ (8,479,000) |
Net loss per share - basic and fully diluted | $ (0.25) | $ (0.32) |
Weighted average number of shares outstanding - basic and fully diluted | 27,837,095 | 26,701,042 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Stockholders' Equity | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Balance at the beginning of the year at Dec. 31, 2018 | $ 16,909,000 | $ 3,000 | $ 76,417,000 | $ (59,511,000) | $ 16,909,000 | |
Balances (in shares) at Dec. 31, 2018 | 26,697,261 | |||||
Shares issued for services ($1.44 per share) | 11,000 | 11,000 | 11,000 | |||
Shares issued for services ($1.44 per share) (in shares) | 7,500 | |||||
Fair value of stock options issued in payment of accrued compensation | 100,000 | 100,000 | 100,000 | |||
Shares issued for services ($1.03 per share) | 3,000 | 3,000 | 3,000 | |||
Shares issued for services ($1.03 per share) (in shares) | 2,500 | |||||
Adjustments To Additional Paid In Capital, Share-based Payment Arrangement, Option, Increase for Cost Recognition, Two | 137,000 | 137,000 | 137,000 | |||
Share Based Compensation | 542,000 | 542,000 | 542,000 | |||
Fair Value of stock award | $ 6,000 | 6,000 | ||||
Net loss | (8,479,000) | (8,479,000) | (3,000) | (8,482,000) | ||
Balance at the end of the year at Dec. 31, 2019 | 9,223,000 | $ 3,000 | 77,210,000 | (67,990,000) | 3,000 | 9,226,000 |
Balances (in shares) at Dec. 31, 2019 | 26,707,261 | |||||
Exercised Options ($1.90 per share) | 33,000 | 33,000 | 0 | 0 | $ 33,000 | |
Exercised Options ($1.90 per share) (in shares) | 17,500 | 117,000 | ||||
Exercised Options ($.89 per share) | 17,000 | 17,000 | 0 | 0 | $ 17,000 | |
Exercised Options ($.89 per share) (in shares) | 19,500 | |||||
Exercised Options ($1.00 per share) | 65,000 | 65,000 | 0 | 0 | 65,000 | |
Exercised Options ($1.00 per share) (in shares) | 65,000 | |||||
Secondary offering ($2 per share) | 6,053,000 | 6,053,000 | 0 | 0 | 6,053,000 | |
Secondary offering ($2 per share) (in shares) | 3,241,925 | |||||
Shares issued for services ($2.33 per share) (in shares) | 3,750 | |||||
Shares issued for services ($2.33 per share) | 9,000 | 9,000 | 0 | 0 | 9,000 | |
Exercised Options ($0.72 per share) | 11,000 | 11,000 | 0 | 0 | 11,000 | |
Exercised Options ($0.72 per share) (in shares) | 15,000 | |||||
Fair value of stock options issued in payment of accrued compensation | 407,000 | 407,000 | 0 | 0 | 407,000 | |
Shares issued for services ($1.03 per share) | 8,000 | 8,000 | 0 | 0 | 8,000 | |
Shares issued for services ($1.03 per share) (in shares) | 7,500 | |||||
Adjustments To Additional Paid In Capital, Share-based Payment Arrangement, Option, Increase for Cost Recognition, Two | 334,000 | 334,000 | 0 | 0 | 334,000 | |
Share Based Compensation | 264,000 | $ 0 | 264,000 | 0 | 0 | 264,000 |
Net loss | (6,884,000) | (6,884,000) | (2,000) | (6,886,000) | ||
Balance at the end of the year at Dec. 31, 2020 | $ 9,540,000 | $ 3,000 | $ 84,411,000 | $ (74,874,000) | $ 1,000 | $ 9,541,000 |
Balances (in shares) at Dec. 31, 2020 | 30,077,436 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Consolidated Statements of Stockholders' Equity | ||
Common stock for services per share issue one | $ 1.03 | $ 1.44 |
Common Stock For Services Per Share Issue Two | 2 | $ 1.03 |
Shares issued upon exercise of options one (per share) | 2.33 | |
Exercised options one (per share) | 1.90 | |
Exercised options two (per share) | 0.89 | |
Exercised options, price per share, three (in dollars per share) | 1 | |
Exercised options, price per share, four (in dollars per share) | $ 0.72 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (6,886,000) | $ (8,482,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 17,000 | 14,000 |
Share based compensation | 800,000 | 685,000 |
Depreciation and amortization | 210,000 | 240,000 |
Abandonment and impairment of capitalized patent costs | 0 | 733,000 |
Change in operating assets and liabilities: | ||
Contract assets | (53,000) | 0 |
Prepaid expenses and other assets | (75,000) | 109,000 |
Accounts payable and accrued liabilities | (382,000) | (236,000) |
Accrued compensation and taxes | 361,000 | (15,000) |
Contract liabilities | 44,000 | 50,000 |
Net cash used in operating activities | (5,964,000) | (6,902,000) |
Cash flows from investing activities: | ||
Acquisition of fixed assets | (17,000) | (20,000) |
Disbursements for patents and other intangible assets | (177,000) | (398,000) |
Maturity of short term treasury bills | 0 | 6,923,000 |
Net cash provided by (used in) investing activities | (194,000) | 6,505,000 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of offering costs | 6,053,000 | 0 |
Proceeds from exercise of stock options | 126,000 | |
Proceeds from Payroll Protection Program loan | 251,000 | |
Net cash provided by financing activities | 6,430,000 | 0 |
Net increase (decrease) in cash and cash equivalents | 272,000 | (397,000) |
Cash and cash equivalents, beginning of period | 8,552,000 | 8,949,000 |
Cash and cash equivalents, end of period | $ 8,824,000 | $ 8,552,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flow Noncash Operating Activities Disclosure [Abstract] | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 444,161 | 159,100 |
Due to Officers or Stockholders, Current | $ 205,000 | $ 100,000 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization and Description of Business | |
Organization and Description of Business | Note 1 – Organization and Description of Business ClearSign Technologies Corporation (ClearSign or the Company) designs and develops products and technologies for the purpose of improving key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety and overall cost-effectiveness. Our patented technologies, embedded in established OEM products as ClearSign Core(TM), and ClearSign Eye(TM) and other sensing configurations, enhance the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. The Company’s primary technology is its ClearSign Core technology, which achieves very low emissions without the need of external flue gas recirculation, selective catalytic reduction, or higher excess air operation. The Company is headquartered in Seattle, Washington and was incorporated in the state of Washington in 2008. On July 28, 2017, the Company incorporated a subsidiary, ClearSign Asia Limited, in Hong Kong to represent the Company’s business and technological interests throughout Asia. Through ClearSign Asia Limited, the Company has established a Wholly Foreign Owned Enterprise (WFOE) in China – ClearSign Combustion (Beijing) Environmental Technologies Co., LTD. Unless otherwise stated or the context otherwise requires, the terms ClearSign and the Company refer to ClearSign Technologies Corporation and its subsidiary, ClearSign Asia Limited. Liquidity The Company’s technologies are currently in field development and have generated nominal revenues from operations to date to meet operating expenses. In order to generate meaningful revenues, the technologies must be fully developed, gain market recognition and acceptance, and develop a critical level of successful sales and product installations. The Company has historically financed its operations primarily through issuances of equity securities, including $4.8 million in proceeds, net of offering costs, from a stock offering completed on August 24, 2020 and $1.3 million in proceeds, net of offering costs, from a stock offering completed on September 30, 2020. Subsequent to December 31, 2020, the Company raised $3.5 million from the issuance of 750,000 shares of common stock at prices ranging from $4.03 to $5.50 per share through an At The Market (ATM) facility as of March 27, 2021. The Company has incurred losses since its inception totaling $74,874,000 and expects to experience operating losses and negative cash flows for the foreseeable future. Additionally, the outbreak of COVID-19 has caused significant disruptions to the global markets which could impact the Company’s ability to raise additional capital. Based on the Company’s current plans, it has sufficient funds to continue to support its operations for at least twelve months from the date of issuance of these consolidated financial statements. In order to continue business operations beyond twelve months from the date of issuance of these consolidated financial statements, the Company currently anticipates that it will need to raise additional capital. Management believes that the successful growth and operation of the Company’s business is dependent upon its ability to obtain adequate sources of funding through co-development agreements, strategic partnering agreements, or equity or debt financing to adequately support research and development efforts, protect intellectual property, form relationships with strategic partners, and provide for working capital and general corporate purposes. There can be no assurance that the Company will be successful in achieving its long-term plans as set forth above, or that such plans, if consummated, will result in profitable operations or enable the Company to continue in the long-term as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of ClearSign and its subsidiary. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition and Cost of Sales The Company recognizes revenue and related cost of goods sold in accordance with FASB ASC 606 Revenue from Contracts with Customers (ASC 606). Revenues and cost of goods sold are recognized once the goods or services are delivered to the customer’s control or non-refundable performance obligations are satisfied. The Company’s contracts with customers generally have performance obligations and a schedule of non-refundable cancellation obligations. The contracts generally will be fully performed upon delivery of certain drawings or equipment. Revenue related to the contracts is recognized in accordance with ASC 606 in accordance with the non-refundable performance obligations which are laid out in each sales order. The Company’s contracts generally include progress payments from the customer upon completion of defined milestones. As these payments are received, they are offset against accumulated project costs and recorded as either contract assets or contract liabilities. Upon completion of the performance obligations the projects can be recorded as revenue. The Company’s contracts with customers contain no variable considerations or incentives or discounts that would cause revenue to be allocated or adjusted over time. Therefore, no separate methods of evaluating the contracts other than consideration of the price at achievement of the performance objectives was used in satisfying the review requirements of ASC 606. Contract Acquisition Costs and Practical Expedients For contracts that have a duration of less than one year, the Company follows ASC 606, Narrow Scope Improvements and Practical Expedients , and expenses those costs when incurred; for contracts with a life exceeding one year, the Company records those costs when performance obligations related to the contract are completed. The Company generally expenses sales commissions when earned. The Company records those costs within general and administrative expenses. Product Warranties The Company warrants all installed products against defects in materials and workmanship for a period specified in each contract by replacing failed parts. Accruals for product warranties are based on historical warranty experience and current product performance trends, and are recorded as a component of cost of sales at the time revenue is recognized. The warranty liabilities are reduced by material and labor costs used to replace parts over the warranty period in the periods in which the costs are incurred. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary, and such adjustments could be material in the future if estimates differ significantly from actual warranty expense. The warranty liabilities are included in accrued liabilities in the balance sheets. Cash and Cash Equivalents Highly liquid investments purchased with an original maturity of three months or less are considered cash equivalents. Cash is maintained with a commercial bank where accounts are generally guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company’s deposits may at times exceed this limit. The Company also maintains a cash balance in China which is insured up to $70,000 (500,000RMB). The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Company’s customers. Based on a review of these factors, the Company may establish or adjust the allowance for specific customers and the accounts receivable portfolio as a whole. Fixed Assets and Leases Fixed assets are recorded at cost. Leases are recorded in accordance with FASB ASC 842, Leases . For those leases with a term greater than one year, the Company recognizes on the balance sheet at the time of lease inception or modification a right-of-use asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. Operating leases with a term of 1 year or less are recognized on a straight line basis over the term. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the life of the lease or their useful life, whichever is shorter. All other fixed assets are depreciated over two to four years. Maintenance and repairs are expensed as incurred. Patents and Trademarks Patents and trademarks are recorded at cost, less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the assets once they are awarded. Patent application costs are deferred pending the outcome of patent applications. Costs associated with unsuccessful patent applications and abandoned intellectual property are expensed when determined to have no recoverable value. The Company evaluates the potential alternative uses of all intangible assets, as well as the recoverability of the carrying values of intangible assets, on a recurring basis. Impairment of Long-Lived Assets The Company tests long-lived assets, consisting of fixed assets, patents and other intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Fair value is determined based on the present value of estimated expected cash flows using a discount rate commensurate with the risks involved, quoted market prices, or appraised values depending upon the nature of the assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs used to establish fair value are the following: · Level 1 – Quoted prices in active markets for identical assets or liabilities; · Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and · Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments primarily consist of cash and cash equivalents, accounts payable and accrued expenses. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is primarily attributable to the short-term maturities of these instruments. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value. Research and Development The cost of research and development is expensed as incurred. Research and development costs consist of salaries, benefits, share based compensation, consulting fees, rent, utilities, depreciation, and consumables. During the year ended December 31, 2019, the Company received $108,000 to partially fund specific research and development activity relating to its ECC technology. During the year ended December 31, 2020, the Company received $40,000 to partially fund specific engineering activity relating to the development of burners for a Super Major. Additionally, the Company received $50,000 to partially fund the engineering and installation of a product for an air quality demonstration project. Since these funds were provided without expectation of reciprocation, other than the notification of research results, the funds received were offset against the related research and development costs incurred. Income Taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Tax benefits from an uncertain tax position are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution. Stock-Based Compensation The costs of all employee stock options, as well as other equity-based compensation arrangements, are reflected in the consolidated financial statements based on the estimated fair value of the awards on the grant date. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. Stock compensation for stock granted to non-employees is determined as the fair value of the consideration received or the fair value of equity instruments issued, whichever is more reliably measured. Foreign Operations The accompanying consolidated financial statements as of December 31, 2020 and 2019 include assets amounting to approximately $103,000 and $151,000, respectively, relating to operations of the Company in China. It is always possible that unanticipated events in foreign countries could disrupt the Company’s operations, and since the first quarter of 2020 this has been and currently continues to be the case with the effects of the recent COVID-19 pandemic. Foreign Currency The functional currency of ClearSign Asia Limited is the U.S. dollar. The Company remeasures the transactions denominated in Chinese Yuan at the average exchange rate in effect during the period. At the end of each reporting period, the Company remeasures ClearSign Asia Limited’s monetary assets and liabilities to the U.S. dollar using exchange rates in effect at the end of the reporting period. The Company remeasures its non-monetary assets and liabilities at historical exchange rates. The Company records gains and losses related to remeasurement in other income (expense), net in the consolidated statements of operations. Foreign currency exchange gain (loss) has not been significant in any period presented and the Company has not undertaken any hedging transactions related to foreign currency exposure. Noncontrolling Interest The subsidiary of the Company has a minority shareholder representing an ownership interest of 1.00% at December 31, 2020 and 2019. The Company accounts for this noncontrolling interest pursuant to ASC 810-10-65 whereby gains and losses in a subsidiary with a noncontrolling interest are allocated to the noncontrolling interest based on the ownership percentage of the noncontrolling interest, even if that allocation results in a deficit noncontrolling interest balance. Net Loss per Common Share Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive. At December 31, 2020 and 2019, potentially dilutive shares outstanding amounted to 2,777,119 and 2,211,058, respectively. Recently Adopted Accounting Pronouncements In November 2018 FASB issued ASU 2018‑18, Topic 808 Collaborative Arrangements. The amendments in this update make targeted improvements to generally accepted accounting principles (GAAP) for collaborative arrangements as follows: (1) clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements; (2) add unit-of-account guidance in Topic 808 to align with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606; (3) require that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The adoption of this standard did not have material effect on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s consolidated financial statement presentation or disclosures. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2020 | |
Fixed Assets | |
Fixed Assets | Note 3 – Fixed Assets Fixed assets are summarized as follows: December 31, 2020 2019 Machinery and equipment $ 720,000 $ 762,000 Office furniture and equipment 180,000 180,000 Leasehold improvements 149,000 149,000 Right of use asset-operating leases 1,024,000 1,140,000 2,073,000 2,231,000 Accumulated depreciation and amortization (1,657,000) (1,566,000) 416,000 665,000 Construction in progress 11,000 — $ 427,000 $ 665,000 The Company has a triple net operating lease for office and laboratory space in Seattle, Washington which had a term that was to end in March 2020 with rent of approximately $12,000 per month plus triple net operating costs. The Company also has a triple net operating lease for office space in Tulsa, Oklahoma with a term that was to end in August 2019 and monthly rent of approximately $2,000 per month plus triple net operating costs. Both leases include lessee renewal options for three years at the then prevailing market rate. Effective as of July and August 2019, the Company exercised the options to renew both the Seattle lease and the Tulsa lease for three years. The new term of the Seattle lease began in April 2020 and rent was abated for April and May 2020, although the Company was responsible for its proportionate share of expenses and taxes. The Company pays a monthly rent of approximately $13,500 through March 2021. The monthly rent increases on the first day of April of each succeeding year by approximately 2.5% until the end of the term in May 2023. The rent for the Tulsa lease was approximately $2,200 a month through August 2022 with an annual 3.0% increase. However, in January 2021, the lease was amended for a larger office space in the same building. The amended lease terms will commence in April 2021 or later, pending completion of improvements by the landlord, and expire in September 2027. The new rent amount for the Tulsa lease will be approximately $5,100 a month with an annual 2.5% increase. The Company had an operating lease for office space in Beijing, China through November 2020 with a monthly rent of approximately $6,000. It was renewed for an additional 18 months through May 2022, and is being treated as a short term lease with a monthly rent of approximately $4,500. Lease costs for the years ended December 31, 2020 and 2019 and other quantitative disclosures are as follows: For the year ended December 31, 2020 2019 Lease cost: Operating lease cost $ 242,000 $ 238,000 Total lease cost $ 242,000 $ 238,000 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 215,000 For operating lease: Weighted average remaining lease term (in years) 2.34 Weighted average discount rate 7.00 % Minimum future payments under the Company’s leases at December 31, 2020 and their application to the corresponding lease liabilities are as follows: Discounted Payments lease due under liability lease payments agreements 2021 169,000 193,000 2022 178,000 190,000 2023 71,000 72,000 Total $ 418,000 $ 455,000 |
Patents and Other Intangible As
Patents and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Patents and Other Intangible Assets | |
Patents and Other Intangible Assets | Note 4 – Patents and Other Intangible Assets Patents and other intangible assets are summarized as follows: December 31, 2020 2019 (Unaudited) Patents Patents pending $ 731,000 $ 846,000 Issued patents 883,000 619,000 1,614,000 1,465,000 Trademarks Trademarks pending 105,000 77,000 Registered trademarks 23,000 23,000 128,000 100,000 Other 8,000 8,000 1,750,000 1,573,000 Accumulated amortization (448,000) (288,000) $ 1,302,000 $ 1,285,000 Future amortization expense associated with awarded patents and registered trademarks as of December 31, 2020 is estimated as follows: 2021 152,000 2022 125,000 2023 91,000 2024 64,000 Thereafter 26,000 $ 458,000 In 2020 and 2019, the Company continued to reassess its patent portfolio in order to ensure that both the cost-effectiveness and the value created through the intellectual property portfolio were maximized and to focus resources on its most promising patents. Those patents considered to be the most beneficial were retained and those pending patents projected to be unnecessarily costly that could be disposed of without meaningfully degrading the quality of the remaining intellectual property portfolio were abandoned. As a result, during the year ended December 31, 2020, the Company recorded no impairment loss of capitalized patents costs and $733,000 during the year ended December 31, 2019. |
Sales, Contract Assets and Cont
Sales, Contract Assets and Contract Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Sales, Contract Assets and Contract Liabilities | |
Sales, Contract Assets and Contract Liabilities | Note 5 – Sales, Contract Assets and Contract Liabilities The Company recognized no revenue during each of the years ended December 31, 2020 and 2019. During the year ended December 31, 2020, the Company recognized cost of goods sold of $450,000 from a project that the Company anticipates will show a loss on the sale when completed and a second project that was completed, but has been deemed as potentially uncollectable. During the year ended December 31, 2020, the recognized cost of goods sold was offset by recorded adjustments totaling $171,000 related to the reversal of accruals for product warranties that expired on seven completed projects from the years 2016 and 2017. The Company recorded an adjustment of $1,000 for the year ended December 31, 2019 related to additional warranty costs incurred for previously completed contracts. The Company had contract assets of $92,000 and $39,000 and contract liabilities of $94,000 and $50,000 at December 31, 2020 and 2019, respectively. |
Product Warranties
Product Warranties | 12 Months Ended |
Dec. 31, 2020 | |
Product Warranties | |
Product Warranties | Note 6 – Product Warranties A summary of the Company’s warranty liability activity, which is included in accrued liabilities in the accompanying balance sheets as of December 31, 2020 and 2019, is as follows: 2020 2019 Warranty liability, beginning of year $ 257,000 $ 257,000 Accruals 10,000 — Payments — (1,000) Adjustments and other (171,000) 1,000 Warranty liability, end of year $ 96,000 $ 257,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | Note 7 - Income Taxes The Company is subject to taxation in the United States of America ("U.S.") and files tax returns in the U.S. federal jurisdiction. Through December 31, 2020, the Company incurred net operating losses for federal tax purposes of approximately $69,600,000. The Company experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended, during April 2012. The ownership change will subject net operating loss carryforwards to an annual limitation, which may restrict the ability to use them to offset taxable income in periods following the ownership change. In general, the annual use limitation equals the aggregate value of the Company’s stock at the time of the ownership change multiplied by a tax-exempt interest rate specified by the Internal Revenue Service. The Company analyzed the available information to determine the amount of the annual limitation. Based on information available, the 2012 limitation is estimated to be $686,000 annually. The availability of the Company’s net operating loss carry forwards may be subject to further limitation if a change in the ownership of more than 50% occurs within any three-year period since the last ownership change. The net operating loss carry forwards generated before 2018 may be used to reduce taxable income through the years 2028 to 2037. Net operating loss carryforwards generated for year 2018 and thereafter do not expire. A reconciliation of the expected tax computed at the statutory federal income tax rate to the provision for income taxes is as follows: 2020 2019 Expected tax benefit at 21% $ (1,446,000) $ (1,781,000) Change in valuation allowance 1,325,000 1,595,000 Other 121,000 186,000 Provision for income taxes $ — $ — The net deferred tax asset at December 31, 2020 and 2019 was $14,830,000 and $13,505,000, respectively. In assessing the potential realization of these deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. At December 31, 2020 and 2019, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. Significant components of the deferred tax assets (liabilities), are approximately as follows: 2020 2019 Net operating loss carry forwards $ 14,620,000 $ 13,216,000 Accrued liabilities 90,000 217,000 Stock compensation 120,000 (48,000) Depreciation (10,000) 145,000 Prepaid expenses 20,000 (21,000) Other (10,000) (4,000) Deferred tax assets, net 14,830,000 13,505,000 Valuation allowance (14,830,000) (13,505,000) Net deferred tax asset $ — $ — Although the Company is not under examination, the tax years for 2017 and forward are subject to examination by United States tax authorities. The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2020, and 2019, there were no accrued interest or penalties related to uncertain tax positions. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity | |
Equity | Note 8 – Equity Common Stock and Preferred Stock The Company is authorized to issue 62,500,000 shares of common stock and 2,000,000 shares of preferred stock. Preferences, limitations, voting powers and relative rights of any preferred stock to be issued may be determined by the Company’s Board of Directors. The Company has not issued any shares of preferred stock. In July 2018, the Company completed a private equity offering of 5,213,543 shares of common stock at a price of $2.25 per share to ClirSPV, LLC (Investor). Gross proceeds from the offering totaled $11.7 million and net cash proceeds approximated $11.6 million. The Stock Purchase Agreement permitted the Investor to purchase from the Company up to an aggregate 478,854 shares of common stock at a price of $4 per share (Additional Purchase Right). Pursuant to the terms of the Additional Purchase Right, the Investor had the right to purchase shares of common stock from the Company, as the warrants previously issued to the investors by the Company in its January 25, 2017 rights offering were exercised and the warrant shares were issued. These warrants have expired unexercised on January 25, 2019. The Additional Purchase Right expired on February 1, 2019. The Additional Purchase Right was considered an equity instrument accounted for as a component of the actual price per common share paid by the Investor in the private offering. For basic earnings per share, unpurchased common shares associated with the Additional Purchase Right were treated as contingently issuable shares and were not included in basic earnings per share. The Stock Purchase Agreement also permits the Investor to participate in future capital raising transactions (Participation Right) on the same terms as other investors participating in such transactions. The Participation Right will expire on December 31, 2023.In no event may the Participation Right be exercised to the extent it would cause the Investor or any of its affiliates to beneficially own 20% or more of the Company’s then outstanding common stock or hold shares with 20% or more of the voting power. In August 2020, the Company completed an offering of common stock whereby 2,587,500 shares of common stock at a price of $2.00 per share were issued and sold for net cash proceeds of approximately $4.8 million. In September 2020, the Company completed a sale of common stock to ClirSPV under the additional purchase right whereby 654,425 shares of common stock at a price of $2.00 per share were issued and sold for net cash proceeds of approximately $1.3 million. Issuance of Shares of Subsidiary to Noncontrolling Interest In December 2019, the Company issued shares of its subsidiary representing a 1% ownership interest to an executive. The fair value of the shares at the date of the issuance was estimated to be $6,000 and was recorded as stock based compensation expense during the year ended December 31,2019. Equity Incentive Plan The ClearSign Technologies Corporation 2011 Equity Incentive Plan (the Plan) provides for the granting of options to purchase shares of common stock, stock awards to purchase shares at no less than 85% of the value of the shares, and stock bonuses to officers, employees, board members, certain consultants, and advisors. At the Company’s Annual Meeting held on May 8, 2019, the shareholders approved an amendment to the Plan that (i) increased the number of shares of common stock in the reserve by 1,231,593 to a total of 4,004,214 shares of common stock, representing approximately 15% of the number of shares of the Company’s stock outstanding and (ii) increased the number of shares that may be issued pursuant to the evergreen provision, if any, to the lesser of 15% of any new shares issued by the Company during the quarter immediately prior to the adjustment date or such lesser amount as the Board of Directors shall determine. The Compensation Committee of the Board of Directors is authorized to administer the Plan and establish the grant terms, including the grant price, vesting period and exercise date. As of December 31, 2020, the number of shares reserved for issuance under the Plan totaled 4,505,728 shares. Activity under the Plan is as follows: 2020 2019 Reserved but unissued shares under the Plan, beginning of year 1,282,027 1,296,462 Increases in the number of authorized shares under the Plan 500,764 1,236,346 Grants of stock options (743,161) (1,328,718) Stock option forfeitures 60,100 77,937 Exercise of stock options 117,000 — Reserved but unissued shares under the Plan, end of year 1,216,730 1,282,027 Stock Options In the year ended December 31, 2020, the Company made awards of stock options for the purchase of an aggregate 743,161 shares of common stock to its employees and directors from the Plan. Of these awards, options covering 444,161 shares of common stock were awarded in lieu of cash bonuses for 2019 and the expense was recorded during the year ended December 31, 2019. Options covering an additional 299,000 shares of common stock have been issued as payment to the Company’s directors and are described below. The 2020 stock option awards have exercise prices at the grant date with fair values ranging from $0.54 to $2.38 per share, contractual lives of 10 years, and that vest on award or with the performance of certain goals. The fair values of the stock options estimated on the dates of grant using the Black-Scholes option valuation model totaled $549,000. During the year ended December 31, 2020, the Company recorded a charge of $192,000 for a stock option for the purchase of 80,000 shares of common stock awarded in January 2021 to its Chief Executive Officer in lieu of a cash bonus for 2020. In the year ended December 31, 2019, the Company made awards of stock options for the purchase of an aggregate 1,328,718 shares of common stock to its employees and directors from the Plan. Of these awards, options covering 159,100 shares of common stock were awarded in lieu of cash bonuses for 2018 and the expense was recorded during the year ended December 31, 2018. An option for the purchase of 258,618 shares of common stock was issued from the Plan to the Company's Chief Executive Officer as part of options for the purchase of an aggregate 600,000 shares of common stock granted to him in conjunction with his recruitment and employment, as described below (see Inducement Stock Options). Options covering an additional 381,000 shares of common stock have been issued as payment to the Company's directors and are described below. The remaining stock option awards covering 530,000 shares of common stock were granted to certain members of management. The 2019 stock option awards have exercise prices either specified at $2.25 or at the grant date fair value ranging from $0.87 to $1.21 per share, contractual lives of 10 years, and vest over a period of one to three years. The fair values of the stock options estimated on the dates of grant using the Black-Scholes option valuation model totaled $664,000. As permitted by SAB 107, due to the Company’s insufficient history of option activity, management utilized the simplified approach to estimate the expected term of the options, which represents the period of time that options granted are expected to be outstanding. Expected volatility was determined through the Company’s historical stock price volatility. The Company estimated the forfeiture rate at the time of grant and will revise it, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company recognizes compensation costs only for those equity awards that are expected to vest. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of grant. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. The following weighted-average assumptions were utilized in the calculation of the fair value of the stock options: 2020 2019 Expected life 10.00 years 5.75 years Weighted average volatility 83 % 71 % Forfeiture rate 0 % 20 % Weighted average risk-free interest rate 0.71 % 2.52 % Expected dividend rate 0 % 0 % A summary of the Company’s stock option activity and related information is as follows: 2020 2019 Weighted Weighted Average Average Options to Weighted Remaining Options to Weighted Remaining Purchase Average Contractual Purchase Average Contractual Common Exercise Life (in Common Exercise Life (in Stock Price years) Stock Price years) Outstanding at January 1 2,131,058 $ 2.53 7.99 880,277 $ 4.32 6.49 Granted 743,161 $ 1.07 9.23 1,328,718 $ 1.32 9.16 Exercised (117,000) $ 1.08 — — — — Forfeited/Expired/Exchanged (60,100) $ 2.88 — (77,937) $ 2.11 — Outstanding at December 31 2,697,119 $ 2.18 7.53 2,131,058 $ 2.53 7.99 Exercisable at December 31 2,379,752 $ 2.26 7.48 1,461,073 $ 2.90 7.58 A summary of the status of the Company’s non-vested stock options at December 31 and changes during the year is as follows: 2020 2019 Weighted Weighted Average Average Number of Grant Date Number of Grant Date Options Fair Value Options Fair Value Non-vested stock options at January 1 669,985 $ 1.71 292,315 $ 2.61 Granted 743,161 $ 1.07 1,328,718 $ 1.32 Vested (1,077,655) $ 2.25 (902,268) $ 1.40 Exercised — — — — Forfeited/Expired/Exchanged (18,124) $ 2.41 (48,780) $ 2.14 Non-vested stock options at December 31 317,367 $ 1.60 669,985 $ 1.71 The estimated aggregate pretax intrinsic value of the Company’s outstanding vested stock options at December 31, 2020 is $2,966,000. The intrinsic value is the difference between the Company’s common stock price and the option exercise prices multiplied by the number of in-the-money options. This amount changes based on the fair value of the Company’s common stock. At December 31, 2020, there was $84,000 of total unrecognized compensation cost related to non-vested stock option-based compensation arrangements granted under the Plan that will be recognized over a remaining weighted average period of 0.7 years. That cost is expected to be recognized in future years as follows: 2021 76,000 2022 8,000 $ 84,000 The recognized compensation cost associated with the Plan is as follows: 2020 2019 Research and development $ 83,000 $ 174,000 General and administrative 665,000 394,000 Effect on net loss $ 748,000 $ 568,000 Effect on net loss per share $ 0.03 $ 0.02 Consultant Stock Plan The 2013 Consultant Stock Plan (the Consultant Plan) provides for the granting of shares of common stock to consultants who provide services related to capital raising, investor relations, and making a market in or promoting the Company’s securities. The Company’s officers, employees, and board members are not entitled to receive grants from the Consultant Plan. The Compensation Committee of the Board of Directors is authorized to administer the Consultant Plan and establish the grant terms. The number of shares reserved for issuance under the Consultant Plan on December 31, 2020 totaled 212,276 shares. The Consultant Plan provides for quarterly increases in the available number of authorized shares equal to the lesser of 1% of any new shares issued by the Company during the quarter immediately prior to the adjustment date or such lesser amount as the Board of Directors shall determine. The Company granted 10,000 shares of common stock in 2019, under the Consultant Plan to a consultant for services for the period from September 1, 2019 through August 31, 2020. The fair value of the stock at the time of grant was $1.03 per share for a total value of $10,000, for which the Company recognized $8,000 for 7,500 shares and $3,000 for 2,500 shares in general and administrative expense during the year ended December 31, 2020 and 2019, respectively. The Company also granted 15,000 shares of common stock under the Consultant Plan to the same consultant for the period from September 1, 2020 through August 31, 2021. The fair value of the stock at the time of grant was $2.33 per share for a total value of $35,000, for which the Company recognized $9,000 for 3,750 shares. in general and administrative expense during the year ended December 31, 2020. The Company also granted 10,000 shares of common stock to a second consultant under the Consultant Plan for services performed and to be performed during the period from August 13, 2018 to August 31, 2019. The fair value of the stock at the time of grant was $1.44 per share for a total value of $14,000, for which the Company recognized $11,000 for 7,500 shares in general and administrative expense on a pro-rated quarterly basis in the in the first three quarters of 2019. The Consultant Plan expense for 2020 and 2019 was $17,000 and $14,000, respectively. 2020 2019 Reserved but unissued shares under the Consultant Plan at January 1 190,142 199,705 Increases in the number of authorized shares under the Consultant Plan 33,384 437 Stock grants (11,250) (10,000) Reserved but unissued shares under the Consultant Plan at Period End 212,276 190,142 Inducement Stock Options Pursuant to the rules of The Nasdaq Stock Market, and in compliance with those rules, the Company may issue equity awards, including stock options, as an inducement to an individual to accept employment with the Company. Inducement awards need not be approved by the Company's shareholders. During the year ended December 31, 2019, the Company granted options to purchase 600,000 shares of common stock as an inducement to its President and Chief Executive Officer to accept the Company's offer of employment. (See Note 11.) The stock options have exercise prices ranging from $1.16 to $2.25 per share, contractual lives of 10 years, and vest over 2 years. An option to purchase 258,618 shares was issued from the Company's 2011 Equity Incentive Plan and are accounted for with the stock options described above. Non-qualified stock options covering the remaining 341,382 shares were issued from the Company's reserve of authorized but unissued shares of common stock. The fair value of the non-qualified stock options estimated on the date of grant using the Black-Scholes option valuation model was $176,000. The recognized compensation expense associated with these awards for the year ended December 31, 2020 and 2019 was $52,000 and $111,000. The remaining unrecognized compensation expense associated with these awards is $13,000. The following weighted-average assumptions were utilized in the calculation of the fair value of the stock options: 2019 Expected life 5.75 years Weighted average volatility 71 % Forfeiture rate 20 % Weighted average risk-free interest rate 2.55 % Expected dividend rate 0 % Warrants A summary of the Company’s warrant activity and related information is as follows: 2020 2019 Weighted Weighted Average Average Exercise Exercise Warrants Price Warrants Price Outstanding at January 1 80,000 $ 1.80 2,495,784 $ 3.98 Granted — — — — Exercised — — — — Forfeited/Expired — — (2,415,784) $ 4.05 Outstanding at December 31 80,000 $ 1.80 80,000 $ 1.80 The following table summarizes the number of warrants, the weighted average exercise price, and weighted average life (in years) by price for both total outstanding warrants and total exercisable warrants at December 31,2020: Total Outstanding Warrants Wtd. Avg. Remaining Exercise Life Exercise Price Warrants Price (in years) $1.80 80,000 $ 1.80 0.13 The intrinsic value of the outstanding warrants was $90,000 at December 31, 2020. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Plan | |
Retirement Plan | Note 9 – Retirement Plan The Company has a defined contribution retirement plan covering all of its employees whereby the Company matches employee contributions up to 3% of each employee’s 2020 and 2019 earnings. The Company’s matching contribution expense totaled $51,000 and $58,000 in 2020 and 2019, respectively. |
The Paycheck Protection Program
The Paycheck Protection Program (PPP) Loan | 12 Months Ended |
Dec. 31, 2020 | |
The Paycheck Protection Program (PPP) Loan | |
The Paycheck Protection Program (PPP) Loan | Note 10 – The Paycheck Protection Program (PPP) Loan On May 8, 2020, the Company obtained a loan in the amount of $250,832 (the “PPP loan”) from Bank of America (the “Lender”), pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economics Security Act (the “CARES Act”) that was signed into law in March 2020. In accordance with the PPP, the Company was permitted to use the PPP loan proceeds to fund designated expenses, including certain payroll costs, rent, utilities and other permitted expenses. The PPP loan is evidenced by a promissory note, dated effective May 1, 2020, issued by the Company to the Lender. The PPP loan is unsecured with a 2-year term, matures on May 7, 2022, and bears interest at a rate of 1.00% per annum. Under the terms of the PPP, the PPP loan may be prepaid at any time prior to maturity with no prepayment penalties. In addition, up to the entire amount of principal and accrued interest may be forgiven to the extent the PPP loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration (“SBA”) under the PPP (including that up to 75% of such loan funds are used for payroll). The Company submitted an application with the SBA for forgiveness in January 2021. Payments under this note have been deferred by the bank until the forgiveness status of the loan is ascertained. The Company used the entire PPP loan amount for designated qualifying expenses and has applied for forgiveness of the loan in accordance with the terms of the PPP. No assurance can be given that the Company will obtain forgiveness of the loan in whole or in part. With respect to any portion of the PPP loan that is not forgiven, the loan will be subject to customary provisions for a loan of this type, including customary events of default relating to, among other things, payment defaults, breaches of the provisions of the PPP loan and cross-defaults. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies On January 28, 2019 (the "Effective Date"), the Company and Colin James Deller entered into an employment agreement (the "Agreement") pursuant to which the Company employed Dr. Deller as its President until April 1, 2019, at which time Dr. Deller became the Company's Chief Executive Officer. Pursuant to the Agreement, the Company pays Dr. Deller an annual salary of $350,000. As an inducement to accept employment with the Company, Dr. Deller was also granted an option to purchase 400,000 shares of the Company's common stock at an exercise price of $1.16 per share and an option to purchase 200,000 shares of the Company's common stock at an exercise price of $2.25 per share. Each option has a term of 10 years and will vest as follows: the right to purchase one-third of the shares of common stock subject to the option vested on the Effective Date; the right to purchase one-third of the vested on the first anniversary of the grant date; and the right to purchase one-third of the shares vested on the second anniversary of the grant date. The Company also agreed to pay certain expenses, not to exceed the sum of $100,000, related to Dr. Deller's move from Tulsa, Oklahoma to Seattle, Washington, including reasonable expenses related to the sale of his home in Tulsa. As a temporary adjustment for the difference in the cost of living between Tulsa and Seattle (the "Relocation Adjustment"), for a period of four years (the "Payment Period") from the Effective Date, the Company has also agreed to pay up to $6,000 a month to Dr. Deller for expenses related to temporary housing and travel to and from Tulsa to Seattle. If Dr. Deller purchases a home in the Seattle area, the Relocation Adjustment will continue to be paid through the expiration of the Payment Period, although the Relocation Adjustment may be adjusted or terminated upon mutual agreement of Dr. Deller and the Company. The Agreement may be terminated by the Company for cause, as defined in the Agreement, due to Dr. Deller's death or disability, upon 30 days' notice to Dr. Deller or as a result of a change in control, as defined in the Agreement. With the exception of a termination for cause, if Dr. Deller's employment is terminated by the Company, aside from accrued but unpaid salary, bonus (if any) and business expenses, Dr. Deller will receive the balance of the unpaid Relocation Adjustment and six months of his annual salary. On January 10, 2021 the Company awarded 510,000 unvested incentive options to Dr. Deller. The right to exercise these option shares vests upon the achievement of certain performance goals. As each of these various performance goals is met, a portion of the award will vest and will be available for purchase from that date. During the years ended December 31, 2020 and 2019, the Company paid Dr. Deller $34,000 and $33,000, respectively in Relocation Adjustment payments to reimburse temporary housing costs. Litigation From time to time the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in any such matter may harm the Company’s business. As of the date of these financial statements, the Company is not a party to any material pending legal proceedings. Indemnification Agreements The Company maintains indemnification agreements with its directors and officers that may require the Company to indemnify these individuals against liabilities that arise by reason of their status or service as directors or officers, except as prohibited by law. |
Quarterly Results
Quarterly Results | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Results | |
Quarterly Results | Note 12 – Quarterly Results (unaudited) Quarterly results for the years ended December 31, 2020 and 2019 are as follows: First Second Third Fourth For the year ended December 31, 2020 Quarter Quarter Quarter Quarter Revenue $ — $ — $ — $ — Gross Profit (Loss) $ — $ 153,000 $ (180,000) $ (252,000) Operating Expense $ 1,963,000 $ 1,589,000 $ 1,497,000 $ 1,604,000 Net loss attributed to common stockholders $ (1,963,000) $ (1,390,000) $ (1,677,000) $ (1,854,000) Net Loss per share - basic and fully diluted $ (0.07) $ (0.05) $ (0.06) $ (0.06) For the year ended December 31, 2019 Revenue $ — $ — $ — $ — Gross Profit (Loss) $ (1,000) $ — $ — $ — Operating Expense $ 2,376,000 $ 2,447,000 $ 2,138,000 $ 1,621,000 Net loss attributed to common stockholders $ (2,329,000) $ (2,426,000) $ (2,108,000) $ (1,616,000) Net Loss per share - basic and fully diluted $ (0.09) $ (0.09) $ (0.08) $ (0.06) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 13 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of ClearSign and its subsidiary. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition and Cost of Sales | Revenue Recognition and Cost of Sales The Company recognizes revenue and related cost of goods sold in accordance with FASB ASC 606 Revenue from Contracts with Customers (ASC 606). Revenues and cost of goods sold are recognized once the goods or services are delivered to the customer’s control or non-refundable performance obligations are satisfied. The Company’s contracts with customers generally have performance obligations and a schedule of non-refundable cancellation obligations. The contracts generally will be fully performed upon delivery of certain drawings or equipment. Revenue related to the contracts is recognized in accordance with ASC 606 in accordance with the non-refundable performance obligations which are laid out in each sales order. The Company’s contracts generally include progress payments from the customer upon completion of defined milestones. As these payments are received, they are offset against accumulated project costs and recorded as either contract assets or contract liabilities. Upon completion of the performance obligations the projects can be recorded as revenue. The Company’s contracts with customers contain no variable considerations or incentives or discounts that would cause revenue to be allocated or adjusted over time. Therefore, no separate methods of evaluating the contracts other than consideration of the price at achievement of the performance objectives was used in satisfying the review requirements of ASC 606. |
Contract Acquisition Costs and Practical Expedients | Contract Acquisition Costs and Practical Expedients For contracts that have a duration of less than one year, the Company follows ASC 606, Narrow Scope Improvements and Practical Expedients , and expenses those costs when incurred; for contracts with a life exceeding one year, the Company records those costs when performance obligations related to the contract are completed. The Company generally expenses sales commissions when earned. The Company records those costs within general and administrative expenses. |
Product Warranties | Product Warranties The Company warrants all installed products against defects in materials and workmanship for a period specified in each contract by replacing failed parts. Accruals for product warranties are based on historical warranty experience and current product performance trends, and are recorded as a component of cost of sales at the time revenue is recognized. The warranty liabilities are reduced by material and labor costs used to replace parts over the warranty period in the periods in which the costs are incurred. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary, and such adjustments could be material in the future if estimates differ significantly from actual warranty expense. The warranty liabilities are included in accrued liabilities in the balance sheets. |
Cash and Cash Equivalents | Cash and Cash Equivalents Highly liquid investments purchased with an original maturity of three months or less are considered cash equivalents. Cash is maintained with a commercial bank where accounts are generally guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company’s deposits may at times exceed this limit. The Company also maintains a cash balance in China which is insured up to $70,000 (500,000RMB). The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Company’s customers. Based on a review of these factors, the Company may establish or adjust the allowance for specific customers and the accounts receivable portfolio as a whole. |
Fixed Assets and Leases | Fixed Assets and Leases Fixed assets are recorded at cost. Leases are recorded in accordance with FASB ASC 842, Leases . For those leases with a term greater than one year, the Company recognizes on the balance sheet at the time of lease inception or modification a right-of-use asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. Operating leases with a term of 1 year or less are recognized on a straight line basis over the term. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the life of the lease or their useful life, whichever is shorter. All other fixed assets are depreciated over two to four years. Maintenance and repairs are expensed as incurred. |
Patents and Trademarks | Patents and Trademarks Patents and trademarks are recorded at cost, less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the assets once they are awarded. Patent application costs are deferred pending the outcome of patent applications. Costs associated with unsuccessful patent applications and abandoned intellectual property are expensed when determined to have no recoverable value. The Company evaluates the potential alternative uses of all intangible assets, as well as the recoverability of the carrying values of intangible assets, on a recurring basis. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company tests long-lived assets, consisting of fixed assets, patents and other intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Fair value is determined based on the present value of estimated expected cash flows using a discount rate commensurate with the risks involved, quoted market prices, or appraised values depending upon the nature of the assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs used to establish fair value are the following: · Level 1 – Quoted prices in active markets for identical assets or liabilities; · Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and · Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments primarily consist of cash and cash equivalents, accounts payable and accrued expenses. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is primarily attributable to the short-term maturities of these instruments. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value. |
Research and Development | Research and Development The cost of research and development is expensed as incurred. Research and development costs consist of salaries, benefits, share based compensation, consulting fees, rent, utilities, depreciation, and consumables. During the year ended December 31, 2019, the Company received $108,000 to partially fund specific research and development activity relating to its ECC technology. During the year ended December 31, 2020, the Company received $40,000 to partially fund specific engineering activity relating to the development of burners for a Super Major. Additionally, the Company received $50,000 to partially fund the engineering and installation of a product for an air quality demonstration project. Since these funds were provided without expectation of reciprocation, other than the notification of research results, the funds received were offset against the related research and development costs incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Tax benefits from an uncertain tax position are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution. |
Stock-Based Compensation | Stock-Based Compensation The costs of all employee stock options, as well as other equity-based compensation arrangements, are reflected in the consolidated financial statements based on the estimated fair value of the awards on the grant date. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. Stock compensation for stock granted to non-employees is determined as the fair value of the consideration received or the fair value of equity instruments issued, whichever is more reliably measured. |
Foreign Operations | Foreign Operations The accompanying consolidated financial statements as of December 31, 2020 and 2019 include assets amounting to approximately $103,000 and $151,000, respectively, relating to operations of the Company in China. It is always possible that unanticipated events in foreign countries could disrupt the Company’s operations, and since the first quarter of 2020 this has been and currently continues to be the case with the effects of the recent COVID-19 pandemic. |
Foreign Currency | Foreign Currency The functional currency of ClearSign Asia Limited is the U.S. dollar. The Company remeasures the transactions denominated in Chinese Yuan at the average exchange rate in effect during the period. At the end of each reporting period, the Company remeasures ClearSign Asia Limited’s monetary assets and liabilities to the U.S. dollar using exchange rates in effect at the end of the reporting period. The Company remeasures its non-monetary assets and liabilities at historical exchange rates. The Company records gains and losses related to remeasurement in other income (expense), net in the consolidated statements of operations. Foreign currency exchange gain (loss) has not been significant in any period presented and the Company has not undertaken any hedging transactions related to foreign currency exposure. |
Noncontrolling Interest | Noncontrolling Interest The subsidiary of the Company has a minority shareholder representing an ownership interest of 1.00% at December 31, 2020 and 2019. The Company accounts for this noncontrolling interest pursuant to ASC 810-10-65 whereby gains and losses in a subsidiary with a noncontrolling interest are allocated to the noncontrolling interest based on the ownership percentage of the noncontrolling interest, even if that allocation results in a deficit noncontrolling interest balance. |
Net Loss per Common Share | Net Loss per Common Share Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive. At December 31, 2020 and 2019, potentially dilutive shares outstanding amounted to 2,777,119 and 2,211,058, respectively. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting pronouncements | Recently Adopted Accounting Pronouncements In November 2018 FASB issued ASU 2018‑18, Topic 808 Collaborative Arrangements. The amendments in this update make targeted improvements to generally accepted accounting principles (GAAP) for collaborative arrangements as follows: (1) clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements; (2) add unit-of-account guidance in Topic 808 to align with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606; (3) require that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The adoption of this standard did not have material effect on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s consolidated financial statement presentation or disclosures. |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fixed Assets | |
Summary of Fixed Assets | Fixed assets are summarized as follows: December 31, 2020 2019 Machinery and equipment $ 720,000 $ 762,000 Office furniture and equipment 180,000 180,000 Leasehold improvements 149,000 149,000 Right of use asset-operating leases 1,024,000 1,140,000 2,073,000 2,231,000 Accumulated depreciation and amortization (1,657,000) (1,566,000) 416,000 665,000 Construction in progress 11,000 — $ 427,000 $ 665,000 |
Schedule Of Leases Cost | Lease costs for the years ended December 31, 2020 and 2019 and other quantitative disclosures are as follows: For the year ended December 31, 2020 2019 Lease cost: Operating lease cost $ 242,000 $ 238,000 Total lease cost $ 242,000 $ 238,000 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 215,000 For operating lease: Weighted average remaining lease term (in years) 2.34 Weighted average discount rate 7.00 % |
Schedule of minimum future payments | Minimum future payments under the Company’s leases at December 31, 2020 and their application to the corresponding lease liabilities are as follows: Discounted Payments lease due under liability lease payments agreements 2021 169,000 193,000 2022 178,000 190,000 2023 71,000 72,000 Total $ 418,000 $ 455,000 |
Patents and Other Intangible _2
Patents and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Patents and Other Intangible Assets | |
Schedule of Patents and other intangible assets | Patents and other intangible assets are summarized as follows: December 31, 2020 2019 (Unaudited) Patents Patents pending $ 731,000 $ 846,000 Issued patents 883,000 619,000 1,614,000 1,465,000 Trademarks Trademarks pending 105,000 77,000 Registered trademarks 23,000 23,000 128,000 100,000 Other 8,000 8,000 1,750,000 1,573,000 Accumulated amortization (448,000) (288,000) $ 1,302,000 $ 1,285,000 |
Schedule of future amortization expense | Future amortization expense associated with awarded patents and registered trademarks as of December 31, 2020 is estimated as follows: 2021 152,000 2022 125,000 2023 91,000 2024 64,000 Thereafter 26,000 $ 458,000 |
Product Warranties (Tables)
Product Warranties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Product Warranties | |
Summary of warranty liability activity | A summary of the Company’s warranty liability activity, which is included in accrued liabilities in the accompanying balance sheets as of December 31, 2020 and 2019, is as follows: 2020 2019 Warranty liability, beginning of year $ 257,000 $ 257,000 Accruals 10,000 — Payments — (1,000) Adjustments and other (171,000) 1,000 Warranty liability, end of year $ 96,000 $ 257,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of reconciliation of expected tax computed at statutory federal income tax rate to provision for income taxes | A reconciliation of the expected tax computed at the statutory federal income tax rate to the provision for income taxes is as follows: 2020 2019 Expected tax benefit at 21% $ (1,446,000) $ (1,781,000) Change in valuation allowance 1,325,000 1,595,000 Other 121,000 186,000 Provision for income taxes $ — $ — |
Schedule of significant components of deferred tax assets (liabilities) | 2020 2019 Net operating loss carry forwards $ 14,620,000 $ 13,216,000 Accrued liabilities 90,000 217,000 Stock compensation 120,000 (48,000) Depreciation (10,000) 145,000 Prepaid expenses 20,000 (21,000) Other (10,000) (4,000) Deferred tax assets, net 14,830,000 13,505,000 Valuation allowance (14,830,000) (13,505,000) Net deferred tax asset $ — $ — |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of status of non-vested stock options | A summary of the status of the Company’s non-vested stock options at December 31 and changes during the year is as follows: 2020 2019 Weighted Weighted Average Average Number of Grant Date Number of Grant Date Options Fair Value Options Fair Value Non-vested stock options at January 1 669,985 $ 1.71 292,315 $ 2.61 Granted 743,161 $ 1.07 1,328,718 $ 1.32 Vested (1,077,655) $ 2.25 (902,268) $ 1.40 Exercised — — — — Forfeited/Expired/Exchanged (18,124) $ 2.41 (48,780) $ 2.14 Non-vested stock options at December 31 317,367 $ 1.60 669,985 $ 1.71 |
Schedule of unrecognized compensation cost | At December 31, 2020, there was $84,000 of total unrecognized compensation cost related to non-vested stock option-based compensation arrangements granted under the Plan that will be recognized over a remaining weighted average period of 0.7 years. That cost is expected to be recognized in future years as follows: 2021 76,000 2022 8,000 $ 84,000 |
Schedule of recognized compensation cost | The recognized compensation cost associated with the Plan is as follows: 2020 2019 Research and development $ 83,000 $ 174,000 General and administrative 665,000 394,000 Effect on net loss $ 748,000 $ 568,000 Effect on net loss per share $ 0.03 $ 0.02 |
Equity Incentive Plan [Member] | |
Schedule of share-based compensation activity | Activity under the Plan is as follows: 2020 2019 Reserved but unissued shares under the Plan, beginning of year 1,282,027 1,296,462 Increases in the number of authorized shares under the Plan 500,764 1,236,346 Grants of stock options (743,161) (1,328,718) Stock option forfeitures 60,100 77,937 Exercise of stock options 117,000 — Reserved but unissued shares under the Plan, end of year 1,216,730 1,282,027 |
Warrant [Member] | |
Schedule Of warrant activity | A summary of the Company’s warrant activity and related information is as follows: 2020 2019 Weighted Weighted Average Average Exercise Exercise Warrants Price Warrants Price Outstanding at January 1 80,000 $ 1.80 2,495,784 $ 3.98 Granted — — — — Exercised — — — — Forfeited/Expired — — (2,415,784) $ 4.05 Outstanding at December 31 80,000 $ 1.80 80,000 $ 1.80 |
Summary of warrants outstanding | The following table summarizes the number of warrants, the weighted average exercise price, and weighted average life (in years) by price for both total outstanding warrants and total exercisable warrants at December 31,2020: Total Outstanding Warrants Wtd. Avg. Remaining Exercise Life Exercise Price Warrants Price (in years) $1.80 80,000 $ 1.80 0.13 |
Stock Options [Member] | |
Schedule of weighted-average assumptions used in calculation of fair value of stock options | The following weighted-average assumptions were utilized in the calculation of the fair value of the stock options: 2020 2019 Expected life 10.00 years 5.75 years Weighted average volatility 83 % 71 % Forfeiture rate 0 % 20 % Weighted average risk-free interest rate 0.71 % 2.52 % Expected dividend rate 0 % 0 % |
Schedule of stock option activity | A summary of the Company’s stock option activity and related information is as follows: 2020 2019 Weighted Weighted Average Average Options to Weighted Remaining Options to Weighted Remaining Purchase Average Contractual Purchase Average Contractual Common Exercise Life (in Common Exercise Life (in Stock Price years) Stock Price years) Outstanding at January 1 2,131,058 $ 2.53 7.99 880,277 $ 4.32 6.49 Granted 743,161 $ 1.07 9.23 1,328,718 $ 1.32 9.16 Exercised (117,000) $ 1.08 — — — — Forfeited/Expired/Exchanged (60,100) $ 2.88 — (77,937) $ 2.11 — Outstanding at December 31 2,697,119 $ 2.18 7.53 2,131,058 $ 2.53 7.99 Exercisable at December 31 2,379,752 $ 2.26 7.48 1,461,073 $ 2.90 7.58 |
Non-vested stock options | |
Schedule of weighted-average assumptions used in calculation of fair value of stock options | The following weighted-average assumptions were utilized in the calculation of the fair value of the stock options: 2019 Expected life 5.75 years Weighted average volatility 71 % Forfeiture rate 20 % Weighted average risk-free interest rate 2.55 % Expected dividend rate 0 % |
Consultant Plan [Member] | |
Schedule of share-based compensation activity | 2020 2019 Reserved but unissued shares under the Consultant Plan at January 1 190,142 199,705 Increases in the number of authorized shares under the Consultant Plan 33,384 437 Stock grants (11,250) (10,000) Reserved but unissued shares under the Consultant Plan at Period End 212,276 190,142 |
Quarterly Results (Tables)
Quarterly Results (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Results | |
Schedule of quarterly results | Quarterly results for the years ended December 31, 2020 and 2019 are as follows: First Second Third Fourth For the year ended December 31, 2020 Quarter Quarter Quarter Quarter Revenue $ — $ — $ — $ — Gross Profit (Loss) $ — $ 153,000 $ (180,000) $ (252,000) Operating Expense $ 1,963,000 $ 1,589,000 $ 1,497,000 $ 1,604,000 Net loss attributed to common stockholders $ (1,963,000) $ (1,390,000) $ (1,677,000) $ (1,854,000) Net Loss per share - basic and fully diluted $ (0.07) $ (0.05) $ (0.06) $ (0.06) For the year ended December 31, 2019 Revenue $ — $ — $ — $ — Gross Profit (Loss) $ (1,000) $ — $ — $ — Operating Expense $ 2,376,000 $ 2,447,000 $ 2,138,000 $ 1,621,000 Net loss attributed to common stockholders $ (2,329,000) $ (2,426,000) $ (2,108,000) $ (1,616,000) Net Loss per share - basic and fully diluted $ (0.09) $ (0.09) $ (0.08) $ (0.06) |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | Mar. 27, 2021 | Aug. 24, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization and Description of Business [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 4,800,000 | $ 1,300,000 | |||
Accumulated deficit | $ (74,874,000) | $ (67,990,000) | |||
Subsequent Event [Member] | At The Market Facility (ATM) | |||||
Organization and Description of Business [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 3,500,000 | ||||
Number of shares of common stock issued | 750,000 | ||||
Subsequent Event [Member] | Maximum [Member] | At The Market Facility (ATM) | |||||
Organization and Description of Business [Line Items] | |||||
Share price of common stock issued | $ 5.50 | ||||
Subsequent Event [Member] | Minimum [Member] | At The Market Facility (ATM) | |||||
Organization and Description of Business [Line Items] | |||||
Share price of common stock issued | $ 4.03 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Contract Acquisition Costs and Practical Expedients (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract [true false] | true |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - Dec. 31, 2020 - Maximum [Member] | CNY (¥) | USD ($) |
Cash and Cash Equivalents [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
CHINA | ||
Cash and Cash Equivalents [Line Items] | ||
Cash deposits, insured | ¥ 500,000 | $ 70,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Fixed Assets and Leases (Details) - Leasehold Improvements [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | P2Y |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | P4Y |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Other (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | ||
Tax Benefits Recognized Description | The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution. | |
Funds Received | $ 40,000 | $ 108,000 |
Additional Funds Received | $ 50,000 | |
Weighted Average Number of Shares Outstanding, Diluted | 2,777,119 | 2,211,058 |
Assets | $ 11,121,000 | $ 10,942,000 |
CHINA | ||
Variable Interest Entity [Line Items] | ||
Assets | $ 103,000 | $ 151,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Research and Development (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Funds received | $ 40,000 | $ 108,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Foreign Operations (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Assets | $ 11,121,000 | $ 10,942,000 |
CHINA | ||
Property, Plant and Equipment [Line Items] | ||
Assets | $ 103,000 | $ 151,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Net Loss per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Potentially dilutive shares outstanding | 2,777,119 | 2,211,058 |
Fixed Assets - Summary (Details
Fixed Assets - Summary (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Right of use asset-operating leases | $ 1,024,000 | $ 1,140,000 |
Fixed assets, gross | 2,073,000 | 2,231,000 |
Accumulated depreciation and amortization | (1,657,000) | (1,566,000) |
Fixed assets, net, before Construction in progress | 416,000 | 665,000 |
Construction in progress | 11,000 | |
Fixed assets, net | 427,000 | 665,000 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 720,000 | 762,000 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 180,000 | 180,000 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 149,000 | $ 149,000 |
Fixed Assets - Lease costs (Det
Fixed Assets - Lease costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost: | ||
Operating lease cost | $ 242,000 | $ 238,000 |
Total lease cost | $ 242,000 | 238,000 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 215,000 | |
For operating lease: | ||
Weighted average remaining lease term (in years) | 2 years 4 months 2 days | |
Weighted average discount rate | 7.00% |
Fixed Assets - Minimum future p
Fixed Assets - Minimum future payments (Details) | Dec. 31, 2020USD ($) |
Payments Due Under Lease Agreement [Member] | |
2021 | $ 193,000 |
2022 | 190,000 |
2023 | 72,000 |
Total | 455,000 |
Discounted Lease Liabilities Payments [Member]. | |
2021 | 169,000 |
2022 | 178,000 |
2023 | 71,000 |
Total | $ 418,000 |
Fixed Assets - Operating lease
Fixed Assets - Operating lease (Details) - USD ($) | Apr. 01, 2021 | Jan. 31, 2021 | Dec. 31, 2020 |
Leases | |||
Monthly rent expense | $ 13,500 | ||
Renewal option term | 3 years | ||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||
Operating Leases, Rent Expense | $ 5,100 | $ 2,200 | |
Annual rent expense, increase (in percent) | 2.50% | 2.50% | 3.00% |
Washington | |||
Leases | |||
Monthly rent expense | $ 12,000 | ||
Oklahoma | |||
Leases | |||
Monthly rent expense | 2,000 | ||
CHINA | |||
Leases | |||
Monthly rent expense | 6,000 | ||
Short term monthly rent expense | $ 4,500 | ||
Renewal option term | 18 months |
Patents and Other Intangible _3
Patents and Other Intangible Assets - Summary (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Patents | $ 1,614,000 | $ 1,465,000 |
Trademarks | 128,000 | 100,000 |
Other | 8,000 | 8,000 |
Patents and other intangible assets | 1,750,000 | 1,573,000 |
Accumulated amortization | (448,000) | (288,000) |
Finite-Lived Intangible Assets, Net | 1,302,000 | 1,285,000 |
Patents Pending [Member] | ||
Patents | 731,000 | 846,000 |
Issued Patents [Member] | ||
Patents | 883,000 | 619,000 |
Trademarks Pending [Member] | ||
Trademarks | 105,000 | 77,000 |
Registered Trademarks [Member] | ||
Trademarks | $ 23,000 | $ 23,000 |
Patents and Other Intangible _4
Patents and Other Intangible Assets - Future amortization expense (Details) | Dec. 31, 2020USD ($) |
Patents and Other Intangible Assets | |
2021 | $ 152,000 |
2022 | 125,000 |
2023 | 91,000 |
2024 | 64,000 |
Thereafter | 26,000 |
Finite-Lived Intangible Assets, Net | $ 458,000 |
Patents and Other Intangible _5
Patents and Other Intangible Assets - Impairment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Patents [Member] | ||
Intangible assets | ||
Impairment | $ 0 | $ 733,000 |
Sales, Contract Assets and Co_2
Sales, Contract Assets and Contract Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sales, Contract Assets and Contract Liabilities | ||||||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of goods sold before warranty adjustment | 450,000 | |||||||||
Cost of goods sold - warranty adjustment | 171,000 | 1,000 | ||||||||
Contract assets | 92,000 | 39,000 | 92,000 | 39,000 | ||||||
Contract liabilities | $ 94,000 | $ 50,000 | $ 94,000 | $ 50,000 |
Product Warranties (Details)
Product Warranties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Product Warranties | ||
Warranty liability, beginning of year | $ 257,000 | $ 257,000 |
Accruals | 10,000 | |
Payments | (1,000) | |
Adjustments and other | (171,000) | 1,000 |
Warranty liability, end of year | $ 96,000 | $ 257,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of tax rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Federal income tax rate (as a percent) | 21.00% | 21.00% |
Expected tax benefit at 21% | $ (1,446,000) | $ (1,781,000) |
Change in valuation allowance | 1,325,000 | 1,595,000 |
Other | $ 121,000 | $ 186,000 |
Income Taxes - Deferred taxes (
Income Taxes - Deferred taxes (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Taxes | ||
Net operating loss carry forwards | $ 14,620,000 | $ 13,216,000 |
Accrued liabilities | 90,000 | 217,000 |
Stock compensation | 120,000 | (48,000) |
Depreciation | (10,000) | 145,000 |
Prepaid expenses | 20,000 | (21,000) |
Other | (10,000) | (4,000) |
Deferred tax assets, net | 14,830,000 | 13,505,000 |
Valuation allowance | (14,830,000) | (13,505,000) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Net Operating Losses For Tax Purposes | $ 69,600,000 | |
Operating loss carry forwards estimated limitation | $ 686,000 | |
Maximum percentage of operating loss carryforwards ownership limitation | 50.00% | |
Federal income tax rate (as a percent) | 21.00% | 21.00% |
Net deferred tax asset | $ 14,830,000 | $ 13,505,000 |
Accrued interest or penalties | $ 0 | $ 0 |
Equity - Common Stock and Prefe
Equity - Common Stock and Preferred Stock (Details) - USD ($) | Aug. 24, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Feb. 29, 2020 | Jul. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders' equity | |||||||
Common stock, authorized shares | 62,500,000 | ||||||
Preferred stock, authorized shares | 2,000,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 11,000 | ||||||
Proceeds from Issuance or Sale of Equity | $ 6,053,000 | $ 0 | |||||
Net proceeds from the offering | $ 4,800,000 | $ 1,300,000 | |||||
Public offering | |||||||
Stockholders' equity | |||||||
Stock Issued During Period, Shares, New Issues | 2,587,500 | ||||||
Number of shares of common stock issued | 2,587,500 | ||||||
Shares Issued, Price Per Share | $ 2 | ||||||
Net proceeds from the offering | $ 4,800,000 | ||||||
Private offering | |||||||
Stockholders' equity | |||||||
Stock Issued During Period, Shares, New Issues | 654,425 | ||||||
Number of shares of common stock issued | 654,425 | ||||||
Shares Issued, Price Per Share | $ 2 | ||||||
Net proceeds from the offering | $ 1,300,000 | ||||||
Additional Purchase Right | |||||||
Stockholders' equity | |||||||
Common stock, authorized shares | 478,854 | ||||||
Shares Issued, Price Per Share | $ 4 | ||||||
Participation Right | |||||||
Stockholders' equity | |||||||
Stock Issued, Investor, Maximum Voting Power Percentage | 20.00% | ||||||
Stock Issued, Investor, Maximum Beneficial Ownership Percentage | 20.00% | ||||||
Common Stock | |||||||
Stockholders' equity | |||||||
Stock Issued During Period, Shares, New Issues | 7,500 | ||||||
Number of shares of common stock issued | 7,500 | ||||||
Common Stock | Stock Purchase Agreement, ClirSPV, LLC | |||||||
Stockholders' equity | |||||||
Stock Issued During Period, Shares, New Issues | 5,213,543 | ||||||
Number of shares of common stock issued | 5,213,543 | ||||||
Shares Issued, Price Per Share | $ 2.25 | ||||||
Stock Issued During Period, Value, New Issues | $ 11,700,000 | ||||||
Proceeds from Issuance or Sale of Equity | $ 11,600,000 |
Equity - Equity Incentive Plan
Equity - Equity Incentive Plan (Details) | May 08, 2019shares | Dec. 31, 2019shares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018shares |
Share-based compensation | |||||
Grants of stock options | 743,161 | 1,328,718 | |||
Stock option forfeitures (in shares) | 60,100 | 77,937 | |||
Exercise of stock options (in shares) | 117,000 | ||||
Share-based Compensation Outstanding - Reserved but unissued shares under the Plan | 2,131,058 | 2,697,119 | 2,131,058 | 880,277 | |
Exercise price (in dollars per share) | $ / shares | $ 1.07 | $ 1.32 | |||
Noncontrolling interest granted as compensation | $ | $ 6,000 | ||||
Ownership Percentage Of Noncontrolling Interest Increase From Amount Granted As Compensation | 1 | ||||
Equity Incentive Plan [Member] | |||||
Share-based compensation | |||||
Number of common stock reserved for issuance | 4,505,728 | ||||
Reserved but unissued shares under the Consultant Plan at January 1 | 1,282,027 | 1,296,462 | |||
Increases in the number of authorized shares under the Consultant Plan | 1,231,593 | 500,764 | 1,236,346 | ||
Grants of stock options | 743,161 | 1,328,718 | |||
Stock option forfeitures (in shares) | 60,100 | 77,937 | |||
Exercise of stock options (in shares) | 117,000 | ||||
Reserved but unissued shares under the Consultant Plan at Period End | 1,282,027 | 1,216,730 | 1,282,027 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,231,593 | 500,764 | 1,236,346 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 15.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,004,214 | ||||
Maximum increase in available number of authorized shares as a percentage of new shares issued | 15.00% | ||||
Equity Incentive Plan [Member] | Minimum [Member] | |||||
Share-based compensation | |||||
Purchase price (as a percent) | 85.00% |
Equity - Consultant Stock Plan
Equity - Consultant Stock Plan (Details) - USD ($) | 12 Months Ended | 13 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | |
Share-based compensation | |||
Shares issued for services, $3.50 (in dollars per share) | $ 2 | $ 1.03 | |
Shares issued for services ($2.33 per share) | $ 9,000 | ||
Exercised Options ($0.72 per share) | 11,000 | ||
Fair value of stock options issued for board service | 334,000 | $ 137,000 | |
Fair Value of stock award | 6,000 | ||
Stockholders' Equity | |||
Share-based compensation | |||
Shares issued for services ($2.33 per share) | 9,000 | ||
Exercised Options ($0.72 per share) | 11,000 | ||
Fair value of stock options issued for board service | $ 334,000 | $ 137,000 | |
Common Stock | |||
Share-based compensation | |||
Shares issued for services (in shares) | 7,500 | 2,500 | |
Shares issued for services ($2.33 per share) (in shares) | 3,750 | ||
Exercised Options ($0.72 per share) (in shares) | 15,000 | ||
Additional Paid-In Capital | |||
Share-based compensation | |||
Shares issued for services ($2.33 per share) | $ 9,000 | ||
Exercised Options ($0.72 per share) | 11,000 | ||
Fair value of stock options issued for board service | 334,000 | $ 137,000 | |
Accumulated Deficit | |||
Share-based compensation | |||
Shares issued for services ($2.33 per share) | 0 | ||
Exercised Options ($0.72 per share) | 0 | ||
Fair value of stock options issued for board service | 0 | ||
Noncontrolling Interest | |||
Share-based compensation | |||
Shares issued for services ($2.33 per share) | 0 | ||
Exercised Options ($0.72 per share) | 0 | ||
Fair value of stock options issued for board service | $ 0 | ||
Fair Value of stock award | $ 6,000 | ||
Consultant Plan [Member] | |||
Share-based compensation | |||
Number of common stock reserved for issuance | 212,276 | ||
Maximum increase in available number of authorized shares as a percentage of new shares issued | 1.00% | ||
Shares issued for services (in shares) | 10,000 | ||
Shares issued for services, $3.50 (in dollars per share) | $ 1.03 | $ 1.03 | |
Fair value of stock options issued for board service | $ 10,000 | ||
Compensation expense | $ 17,000 | $ 14,000 | |
Consultant Plan [Member] | Consultant, Two | |||
Share-based compensation | |||
Shares issued for services, $3.50 (in dollars per share) | $ 2.33 | ||
Fair value of stock options issued for board service | $ 35,000 | ||
Consultant Plan [Member] | General and administrative | |||
Share-based compensation | |||
Shares expensed in period | 7,500 | 2,500 | |
Compensation expense | $ 8,000 | $ 3,000 | |
Consultant Plan [Member] | General and administrative | Consultant, Two | |||
Share-based compensation | |||
Shares expensed in period | 3,750 | ||
Compensation expense | $ 9,000 |
Equity - Stock Options - Activi
Equity - Stock Options - Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based compensation | |||
Outstanding shares, ending balance | 2,131,058 | 880,277 | |
Granted (in shares) | 743,161 | 1,328,718 | |
Exercised (in shares) | (117,000) | ||
Forfeited/Expired/Exchanged - (in shares) | (60,100) | (77,937) | |
Outstanding shares, beginning balance | 2,697,119 | 2,131,058 | 880,277 |
Exercisable at December 31, Options (in shares) | 2,379,752 | 1,461,073 | |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 2.53 | $ 4.32 | |
Exercise price (in dollars per share) | 1.07 | 1.32 | |
Exercised - Weighted Average Exercise Price (in dollars per share) | 1.08 | ||
Forfeited/Expired/Exchanged - Weighted Average Exercise Price (in dollars per share) | 2.88 | 2.11 | |
Outstanding - Weighted Average Exercise Price (in dollars per share) | 2.18 | 2.53 | $ 4.32 |
Exercisable - Weighted Average Exercise Price (in dollars per share) | 2.26 | $ 2.90 | |
Vest over the estimated fair value | $ 2.25 | ||
Granted - Weighted Average Remaining Contractual Life (in years) | 9 years 2 months 23 days | 9 years 1 month 28 days | |
Stock options, Contractual life (in years) | 7 years 6 months 11 days | 7 years 11 months 27 days | 6 years 5 months 27 days |
Stock options, Contractual life (in years) | 7 years 11 months 27 days | ||
Exercisable - Weighted Average Remaining Contractual Life (in years) | 7 years 5 months 23 days | 7 years 6 months 29 days | |
Minimum [Member] | |||
Share-based compensation | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||
Maximum [Member] | |||
Share-based compensation | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Equity Incentive Plan [Member] | |||
Share-based compensation | |||
Granted (in shares) | 743,161 | 1,328,718 | |
Exercised (in shares) | (117,000) | ||
Forfeited/Expired/Exchanged - (in shares) | (60,100) | (77,937) |
Equity - Stock Options - Non-ve
Equity - Stock Options - Non-vested (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based compensation | ||
Non-vested stock options at January 1 (in shares) | 669,985 | 292,315 |
Granted (in shares) | 743,161 | 1,328,718 |
Vested, Options (in shares) | (1,077,655) | (902,268) |
Exercised (in shares) | (117,000) | |
Forfeited/Expired/Exchanged, Options (in shares) | (18,124) | (48,780) |
Non-vested stock options at December 31 (in shares) | 317,367 | 669,985 |
Non-vested stock options - Weighted Average Grant Date Fair Value (in dollars per share) | $ 1.71 | $ 2.61 |
Granted - Weighted Average Grant Date Fair Value (in dollars per share) | 1.07 | 1.32 |
Vested - Weighted Average Grant Date Fair Value (in dollars per share) | 2.25 | 1.40 |
Forfeited/Expired/Exchanged - Weighted Average Grant Date Fair Value (in dollars per share) | 2.41 | 2.14 |
Non-vested stock options - Weighted Average Grant Date Fair Value (in dollars per share) | $ 1.60 | $ 1.71 |
Stock options, Intrinsic value of outstanding shares | $ 2,966,000 | |
Equity Incentive Plan [Member] | ||
Share-based compensation | ||
Granted (in shares) | 743,161 | 1,328,718 |
Exercised (in shares) | (117,000) |
Equity - Stock Options - Unreco
Equity - Stock Options - Unrecognized compensation cost (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Equity | |
2021 | $ 76,000 |
2022 | 8,000 |
Total unrecognized compensation cost | $ 84,000 |
Remaining weighted average period | 8 months 12 days |
Equity - Stock options - Compen
Equity - Stock options - Compensation cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based compensation | ||
Compensation cost, Effect on loss | $ 748,000 | $ 568,000 |
Effect on net loss per share (in dollars per share) | $ 0.03 | $ 0.02 |
Research and development | ||
Share-based compensation | ||
Compensation cost, Effect on loss | $ 83,000 | $ 174,000 |
General and administrative | ||
Share-based compensation | ||
Compensation cost, Effect on loss | $ 665,000 | $ 394,000 |
Equity - Stock Options - Valuat
Equity - Stock Options - Valuation assumptions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based compensation | |||
Granted (in shares) | 743,161 | 1,328,718 | |
Exercise price (in dollars per share) | $ 1.07 | $ 1.32 | |
Expected life | 10 years | 5 years 9 months | |
Weighted average volatility | 83.00% | 71.00% | |
Forfeiture rate | 0.00% | 20.00% | |
Weighted average risk-free interest rate | 0.71% | 2.52% | |
Expected dividend rate | 0.00% | 0.00% | |
Fair value of options granted (in dollars) | $ 549,000 | $ 664,000 | |
Minimum [Member] | |||
Share-based compensation | |||
Vesting period | 1 year | ||
Maximum [Member] | |||
Share-based compensation | |||
Vesting period | 3 years | ||
Stock Options [Member] | |||
Share-based compensation | |||
Granted (in shares) | 743,161 | 1,328,718 | |
Stock Issued During Period In Lieu of Cash Bonus | 444,161 | 159,100 | |
Options covering an additional (in shares) | 299,000 | ||
Contractual life | 10 years | ||
Stock Options [Member] | Minimum [Member] | |||
Share-based compensation | |||
Exercise price (in dollars per share) | $ 0.54 | $ 0.87 | |
Stock Options [Member] | Maximum [Member] | |||
Share-based compensation | |||
Exercise price (in dollars per share) | $ 2.38 | $ 1.21 | |
Stock Options [Member] | Chief Executive Officer [Member] | |||
Share-based compensation | |||
Granted (in shares) | 258,618 | ||
Compensation expense | $ 192,000 | ||
Purchase of common stock | 80,000 | ||
Stock Options [Member] | Chief Executive Officer [Member] | Non-vested stock options | |||
Share-based compensation | |||
Granted (in shares) | 600,000 | ||
Stock Options [Member] | Director [Member] | |||
Share-based compensation | |||
Estimated common stock subject to options issued | 381,000 | ||
Stock Options [Member] | Other Employees [Member] | |||
Share-based compensation | |||
Granted (in shares) | 530,000 |
Equity - Consultant Stock Pla_2
Equity - Consultant Stock Plan - Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 13 Months Ended | |||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 31, 2019 | |
Shares issued for services (in dollars per share) | $ 2 | $ 1.03 | ||||
Consultant Plan [Member] | ||||||
Reserved but unissued shares under the Consultant Plan at January 1 | 190,142 | 199,705 | ||||
Increases in the number of authorized shares under the Consultant Plan | 33,384 | 437 | ||||
Stock grants | (11,250) | (10,000) | ||||
Reserved but unissued shares under the Consultant Plan at Period End | 212,276 | 190,142 | ||||
Shares issued for services (in shares) | 10,000 | |||||
Shares issued for services (in dollars per share) | $ 1.03 | $ 1.03 | ||||
Allocated Share-based Compensation Expense | $ 17,000 | $ 14,000 | ||||
Fair value of stock options issued for board service | 10,000 | |||||
Consultant Plan [Member] | General and administrative | ||||||
Allocated Share-based Compensation Expense | $ 8,000 | $ 3,000 | ||||
Shares expensed in period | 7,500 | 2,500 | ||||
Consultant Plan [Member] | Consultant, Two | ||||||
Shares issued for services (in dollars per share) | $ 2.33 | |||||
Fair value of stock options issued for board service | $ 35,000 | |||||
Consultant Plan [Member] | Consultant, Two | Forecast | ||||||
Shares issued for services (in shares) | 15,000 | |||||
Consultant Plan [Member] | Consultant, Two | General and administrative | ||||||
Allocated Share-based Compensation Expense | $ 9,000 | |||||
Shares expensed in period | 3,750 | |||||
Consultant Plan [Member] | Consultant, Three | ||||||
Shares issued for services (in shares) | 10,000 | |||||
Shares issued for services (in dollars per share) | $ 1.44 | |||||
Fair value of stock options issued for board service | $ 14,000 | |||||
Consultant Plan [Member] | Consultant, Three | General and administrative | ||||||
Allocated Share-based Compensation Expense | $ 11,000 | |||||
Shares expensed in period | 7,500 |
Equity - Inducement Stock Optio
Equity - Inducement Stock Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Granted (in shares) | 743,161 | 1,328,718 |
Exercise price (in dollars per share) | $ 1.07 | $ 1.32 |
Expected life | 10 years | 5 years 9 months |
Weighted average volatility | 83.00% | 71.00% |
Forfeiture rate | 0.00% | 20.00% |
Weighted average risk-free interest rate | 0.71% | 2.52% |
Expected dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Vesting period | 1 year | |
Maximum [Member] | ||
Vesting period | 3 years | |
Non-vested stock options | ||
Granted (in shares) | 176,000 | |
Contractual life | 10 years | |
Vesting period | 2 years | |
Compensation expense | $ 52,000 | $ 111,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 13,000 | |
Expected life | 5 years 9 months | |
Weighted average volatility | 71.00% | |
Forfeiture rate | 20.00% | |
Weighted average risk-free interest rate | 2.55% | |
Expected dividend rate | 0.00% | |
Non-vested stock options | Minimum [Member] | ||
Exercise price (in dollars per share) | $ 1.16 | |
Non-vested stock options | Maximum [Member] | ||
Exercise price (in dollars per share) | $ 2.25 | |
Non-vested stock options | Chief Executive Officer [Member] | ||
Granted (in shares) | 600,000 | |
Non-vested stock options | 2011 Equity Incentive Plan [Member] | ||
Granted (in shares) | 258,618 | |
Non-vested stock options | Non-Qualified Stock Option [Member] | ||
Granted (in shares) | 341,382 |
Equity - Warrants - Activity (D
Equity - Warrants - Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Equity | |||
Warrants Outstanding at beginning of period (in shares) | 2,495,784 | ||
Warrants Forfeited/Expired (in shares) | (2,415,784) | ||
Warrants Outstanding at end of period (in shares) | 80,000 | ||
Weighted Average Exercise Price, Warrants Outstanding (in dollars per share) | $ 1.80 | $ 1.80 | $ 3.98 |
Weighted Average Exercise Price, Warrants Forfeited/Expired (in dollars per share) | $ 4.05 |
Equity - Warrants - Exercise pr
Equity - Warrants - Exercise price and average life (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants | |||
Warrants Outstanding (in shares) | 80,000 | 80,000 | 2,495,784 |
Intrinsic value of warrants (in dollars) | $ 90,000 | ||
Exercise Price 1.80 [Member] | |||
Warrants | |||
Warrants Exercise Price (in dollars per share) | $ 1.80 | ||
Warrants Outstanding (in shares) | 80,000 | ||
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 1.80 | ||
Warrant Outstanding, Remaining Life | 1 month 17 days |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Plan | |||
Company match (as a percent) | 3.00% | 3.00% | |
Matching contribution expense (in dollars) | $ 51,000 | $ 58,000 |
The Paycheck Protection Progr_2
The Paycheck Protection Program (PPP) Loan (Details) - PPP Loan | May 08, 2020USD ($) |
Prepayment penalties | $ 0 |
Proceeds from loan | $ 250,832 |
Loan term (in years) | 2 years |
Interest rate (as a percent) | 1.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 28, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 10, 2021 | Dec. 31, 2018 | |
Loss Contingencies [Line Items] | |||||
Relocation Expenses | $ 34,000 | $ 33,000 | |||
Unvested incentive options award | 317,367 | 669,985 | 292,315 | ||
Employment Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 350,000 | ||||
Labor and Related Expense | $ 100,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 10 years | ||||
Employment Early Termination Living Allowance Per Month | $ 6,000 | ||||
Payment period | 4 years | ||||
Termination notification period | 30 days | ||||
Unvested incentive options award | 510,000 | ||||
Employment Agreement [Member] | Share-based Compensation Award, Tranche One [Member] | |||||
Loss Contingencies [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||
Employment Agreement [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||
Loss Contingencies [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||
Employment Agreement [Member] | Share-based Compensation Award, Tranche Three [Member] | |||||
Loss Contingencies [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||
Employment Agreement [Member] | Exercise Price $1.16 per share [Member] | Share-based Compensation Award, Tranche One [Member] | |||||
Loss Contingencies [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 400,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ 1.16 | ||||
Employment Agreement [Member] | Exercise Price $2.25 per share [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||
Loss Contingencies [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 200,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ 2.25 |
Quarterly Results (Details)
Quarterly Results (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Results | ||||||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Gross Profit (Loss) | (252,000) | (180,000) | 153,000 | 0 | (1,000) | (279,000) | (1,000) | |||
Operating Expense | 1,604,000 | 1,497,000 | 1,589,000 | 1,963,000 | 1,621,000 | 2,138,000 | 2,447,000 | 2,376,000 | 6,653,000 | 8,582,000 |
Net loss attributed to common stockholders | $ (1,854,000) | $ (1,677,000) | $ (1,390,000) | $ (1,963,000) | $ (1,616,000) | $ (2,108,000) | $ (2,426,000) | $ (2,329,000) | $ (6,884,000) | $ (8,479,000) |
Net Loss per share - basic and fully diluted (in dollars per share) | $ (0.06) | $ (0.06) | $ (0.05) | $ (0.07) | $ (0.06) | $ (0.08) | $ (0.09) | $ (0.09) | $ 0.25 | $ 0.32 |