UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to _______________
Commission File Number
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period than the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 6, 2024, the issuer has
TABLE OF CONTENTS
Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 | 1 | |
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Management’s Discussion and Analysis of Financial Conditions and Results of Operations | 22 | |
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ClearSign Technologies Corporation and Subsidiary
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share data) | September 30, | December 31, | |||||
| 2024 |
| 2023 |
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ASSETS | |||||||
Current Assets: |
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Cash and cash equivalents | $ | | $ | | |||
Accounts receivable | | | |||||
Contract assets |
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Prepaid expenses and other assets |
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Total current assets |
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Fixed assets, net |
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Patents and other intangible assets, net |
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Total Assets | $ | | $ | | |||
LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities: |
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Accounts payable and accrued liabilities | $ | | $ | | |||
Current portion of lease liabilities |
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Accrued compensation and related taxes |
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Contract liabilities | | | |||||
Total current liabilities |
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Long Term Liabilities: |
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Long term lease liabilities |
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Total liabilities |
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Commitments and contingencies (Note 9) |
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Stockholders’ Equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss | ( | ( | |||||
Accumulated deficit |
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Total stockholders' equity |
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Total Liabilities and Stockholders' Equity | $ | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
ClearSign Technologies Corporation and Subsidiary
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands, except share and per share data) | For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | ||||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 |
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Revenues | $ | | $ | | $ | | $ | | |||||
Cost of goods sold |
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Gross profit |
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Operating expenses: | |||||||||||||
Research and development |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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Other income, net | |||||||||||||
Interest income | | | | | |||||||||
Government assistance | | | | | |||||||||
Gain from sale of assets | — | — | — | | |||||||||
Other income, net | | | | | |||||||||
Total other income, net |
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Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Net loss per share - basic and fully diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Weighted average number of shares outstanding - basic and fully diluted |
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Comprehensive loss | |||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Foreign-exchange translation adjustments, net of taxes | | ( | | ( | |||||||||
Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
ClearSign Technologies Corporation and Subsidiary
Condensed Consolidated Statements of Stockholders’ Equity
For the Three Month Periods During the Nine Months Ended September 30, 2024 and 2023
(Unaudited)
Accumulated Other | Total | ||||||||||||||||
(in thousands, except per share data) | Common Stock | Additional | Comprehensive | Accumulated | Stockholders’ | ||||||||||||
Shares |
| Amount |
| Paid-In Capital |
| Loss |
| Deficit |
| Equity | |||||||
Balances at December 31, 2023 |
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| $ | |
| $ | |
| $ | ( |
| $ | ( |
| $ | |
Share-based compensation | | — | | — | — | | |||||||||||
Tax withholdings related to share-based compensation | ( | — | ( | — | — | ( | |||||||||||
Fair value of stock issued in payment of accrued compensation | | — | | — | — | | |||||||||||
Shares issued for services | | — | | — | — | | |||||||||||
Foreign-exchange translation adjustment | — | — | — | ( | — | ( | |||||||||||
Net loss | — | — | — | — | ( | ( | |||||||||||
Balances at March 31, 2024 | | | | ( | ( | | |||||||||||
Share-based compensation | | — | | — | — | | |||||||||||
Tax withholdings related to share-based compensation | ( | — | ( | — | — | ( | |||||||||||
Shares issued for services | | — | | — | — | | |||||||||||
Issuance of common stock in public offering, net of expenses | | | | — | — | | |||||||||||
Issuance of warrants in public offering, net of expenses | — | — | | — | — | | |||||||||||
Issuance of common stock in private placement, net of expenses | | — | | — | — | | |||||||||||
Issuance of prefunded warrants in private placement, net of expenses | — | — | | — | — | | |||||||||||
Issuance of warrants in private placement, net of expenses | — | — | | — | — | | |||||||||||
Issuance of common stock for participation right exercise, net of expenses | | — | | — | — | | |||||||||||
Issuance of prefunded warrants for participation right exercise, net of expenses | — | — | | — | — | | |||||||||||
Issuance of warrants for participation right exercise, net of expenses | — | — | | — | — | | |||||||||||
Foreign-exchange translation adjustment | — | — | — | ( | — | ( | |||||||||||
Net loss | — | — | — | — | ( | ( | |||||||||||
Balances at June 30, 2024 | | | | ( | ( | | |||||||||||
Share-based compensation | — | — | | — | — | | |||||||||||
Tax withholdings related to share-based compensation | — | — | ( | — | — | ( | |||||||||||
Shares issued for services | | — | | — | — | | |||||||||||
Foreign-exchange translation adjustment | — | — | — | | — | | |||||||||||
Net loss | — | — | — | — | ( | ( | |||||||||||
Balances at September 30, 2024 | | $ | | $ | | $ | ( | $ | ( | $ | |
3
ClearSign Technologies Corporation and Subsidiary
Condensed Consolidated Statements of Stockholders’ Equity
For the Three Month Periods During the Nine Months Ended September 30, 2024 and 2023
(Unaudited)
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(in thousands, except per share data) | Common Stock | Additional | Comprehensive |
| Accumulated | Stockholders' | |||||||||||
| Shares |
| Amount |
| Paid-In Capital |
| Loss |
| Deficit |
| Equity | ||||||
Balances at December 31, 2022 |
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| $ | ( |
| $ | ( |
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Share-based compensation | | — | | — | — | | |||||||||||
Fair value of stock issued in payment of accrued compensation |
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Shares issued for services ($ | | — | | — | — | | |||||||||||
Foreign-exchange translation adjustment | — | — | — | — | — | — | |||||||||||
Net loss | — | — | — | — | ( | ( | |||||||||||
Balances at March 31, 2023 | | | | ( | ( | | |||||||||||
Share-based compensation | — | — | | — | — | | |||||||||||
Shares issued upon exercise of options ($ | | — | — | — | — | — | |||||||||||
Shares issued for services ($ | | — | | — | — | | |||||||||||
Foreign-exchange translation adjustment | — | — | — | ( | — | ( | |||||||||||
Net loss | — | — | — | — | ( | ( | |||||||||||
Balances at June 30, 2023 | | | | ( | ( | | |||||||||||
Share-based compensation | — | — | | — | — | | |||||||||||
Shares issued for services ($ | | — | | — | — | | |||||||||||
Foreign-exchange translation adjustment | — | — | — | ( | — | ( | |||||||||||
Net loss | — | — | — | — | ( | ( | |||||||||||
Balances at September 30, 2023 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
ClearSign Technologies Corporation and Subsidiary
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands) | For the Nine Months Ended September 30, | ||||||
| 2024 |
| 2023 |
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Cash flows from operating activities: | |||||||
Net loss | $ | ( | $ | ( | |||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Common stock issued for services |
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Share-based compensation |
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Reserve for share-based compensation tax withholdings | ( | — | |||||
Depreciation and amortization |
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Impairment of intangible assets | | | |||||
Gain from sale of fixed assets | — | ( | |||||
Right-of-use asset amortization |
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Realized gain from marketable securities | — | ( | |||||
Lease amendments | ( | ( | |||||
Change in operating assets and liabilities: |
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Contract assets |
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Accounts receivable |
| ( | ( | ||||
Prepaid expenses and other assets |
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Accounts payable, accrued liabilities, and lease liabilities |
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Accrued compensation and related taxes |
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Contract liabilities | ( | | |||||
Net cash used in operating activities |
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Cash flows from investing activities: |
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Acquisition of fixed assets |
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Disbursements for patents and other intangible assets |
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Proceeds from sale of fixed assets | — | | |||||
Purchases of held-to-maturity short-term U.S. treasuries | — | ( | |||||
Redemption of held-to-maturity short-term U.S. treasuries | — | | |||||
Net cash provided by (used in) investing activities |
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Cash flows from financing activities: |
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Proceeds from issuance of common stock, net of offering costs |
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Taxes paid related to vesting of restricted stock units | ( | ( | |||||
Net cash provided by (used in) financing activities |
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Effect of exchange rate changes on cash and cash equivalents | | ( | |||||
Net change in cash and cash equivalents |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period | $ | | $ | | |||
Supplemental disclosure of cash flow information: | |||||||
Officer and employee equity awards for prior year accrued compensation | $ | | $ | | |||
Prior year prepaid expenses repurposed to fixed assets as demonstration equipment | $ | — | $ | | |||
Non-cash impact of new lease | $ | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
ClearSign Technologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 – Organization and Description of Business
ClearSign Technologies Corporation (“ClearSign” or the “Company”) designs and develops products and technologies for the purpose of decarbonization and improving key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety, and overall cost-effectiveness. The Company’s patented technologies are designed to be embedded in established original equipment manufacturers (“OEM”) products as ClearSign Core™ and ClearSign Eye™ and other sensing configurations in order to enhance the performance of combustion systems and fuel safety systems in a broad range of markets. These markets include energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. The Company’s primary technology is its ClearSign Core technology, which achieves very low emissions without the need of selective catalytic reduction.
The Company was originally incorporated in the State of Washington in 2008. During January 2022, the Company relocated its headquarters from Seattle, Washington to Tulsa, Oklahoma. Effective June 15, 2023, the Company changed its state of incorporation to Delaware. 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. On August 22, 2024, the Company’s Board of Directors (the “Board”) authorized management to move forward with filing for dormancy with Chinese regulators to suspend the Company’s Beijing, China operations. A dormancy filing allows the Company to keep its China legal entity in a suspended status for up to
Unless otherwise stated or the context otherwise requires, the terms “we,” “us,” “our,” “ClearSign” and the “Company” refer to ClearSign Technologies Corporation and its subsidiary, ClearSign Asia Limited.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Form 10-Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet at December 31, 2023 has been derived from the Company’s audited consolidated financial statements as of that date.
In the opinion of management, these condensed consolidated financial statements reflect all normal recurring and other adjustments necessary for a fair presentation. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods.
The accompanying unaudited condensed consolidated financial statements include the accounts of ClearSign and its subsidiary. Intercompany balances and transactions have been eliminated in consolidation.
6
Liquidity
The Annual Report on Form 10-K filed with the SEC on April 1, 2024, contained a “going concern” note, which raised substantial doubt about our ability to continue as a going concern. We believe that we have alleviated the substantial doubt by selling equity securities on April 23, 2024, May 15, 2024, and June 24, 2024, which resulted in aggregate gross proceeds of approximately $
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Research and Development
The cost of research and development is expensed as incurred. Research and development costs consist of salaries, benefits, share-based compensation, consumables, and consulting fees, including costs to develop and test prototype equipment and parts. Research and development costs have been offset by funds received, if any, from strategic partners in cost sharing, collaborative projects. During the three and nine months ended September 30, 2024, the Company received $
Foreign Operations
The accompanying unaudited condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 include assets amounting to approximately $
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires expanded disclosures about reportable segments including additional information on segment expenses, expanded interim period disclosures, and an explanation of how the chief operating decision maker utilizes segment information in evaluating segment performance. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We are currently assessing the impact that the adoption of ASU 2023-07 will have on the disclosures in our consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). The FASB issued ASU 2023-09 to enhance the transparency and decision-making usefulness of income tax disclosures by requiring additional information on an entity's tax rate reconciliation, as well as
7
income taxes paid. ASU 2023-09 is effective for our reporting period beginning January 1, 2025. We are currently assessing the impact that the adoption of ASU 2023-09 will have on the disclosures in our consolidated financial statements.
Note 3 – Fixed Assets
Fixed Assets
Fixed assets are summarized as follows:
September 30, | December 31, | |||||
(in thousands) |
| 2024 |
| 2023 | ||
Office furniture and equipment | $ | | $ | | ||
Leasehold improvements |
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Accumulated depreciation and amortization |
| ( |
| ( | ||
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Operating lease ROU assets, net | | | ||||
Total | $ | | $ | |
Depreciation expense for the three and nine months ended September 30, 2024 was $
Depreciation expense for the three and nine months ended September 30, 2023 was $
Leases
The Company leases office space in Tulsa, Oklahoma, Seattle, Washington, and Beijing, China. During the nine months ended September 30, 2024 and 2023, the Company renewed its Beijing, China lease for
The Company exited our long term Seattle operating lease on September 30, 2023. During October 2023, the Company entered into a sub-lease agreement to rent office space in Seattle for approximately $
The Tulsa lease contains fixed annual lease payments that increase annually by
8
Supplemental balance sheet information related to operating leases is as follows:
September 30, | December 31, | ||||||
(in thousands) | 2024 | 2023 | |||||
$ | | $ | | ||||
Lease Liabilities: | |||||||
Current lease liabilities | $ | | $ | | |||
Long term lease liabilities | | | |||||
Total lease liabilities | $ | | $ | | |||
Weighted average remaining lease term (in years): |
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Weighted average discount rate: |
| | % | | % |
Supplemental cash flow information related to operating leases is as follows:
For the Nine Months Ended | ||||||
September 30, | ||||||
(in thousands) | 2024 | 2023 | ||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||||
Operating cash flows used in operating leases | $ | | $ | | ||
Non-cash impact of new leases and lease modifications | ||||||
Change in operating lease liabilities | $ | | $ | | ||
Change in operating lease ROU assets | $ | | $ | |
Minimum future payments under the Company’s operating lease liabilities as of September 30, 2024 are as follows:
| Discounted |
| Payments | |||
lease | due under | |||||
(in thousands) | liability | lease | ||||
payments | agreements | |||||
2024 (remaining 3 months) |
| $ | |
| $ | |
2025 |
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2026 | | | ||||
2027 | | | ||||
Total | $ | | $ | |
At September 30, 2024, $
9
Note 4 – Patents and Other Intangible Assets
Patents and other intangible assets are summarized as follows:
September 30, | December 31, | |||||
(in thousands) |
| 2024 |
| 2023 | ||
Patents | ||||||
Patents pending | $ | | $ | | ||
Issued patents |
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Trademarks |
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Trademarks pending |
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Registered trademarks |
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Other |
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Accumulated amortization |
| ( |
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$ | |