What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 120 added, 84 removed, 429 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30,

Current Assets:

19 unchanged sentences

Preferred stock, $ 0.0001 par value, 2,000,000 shares authorized, no shares issued or outstanding

Common stock, $ 0.0001 par value, 87,500,000 shares authorized, 52,426,282 and 50,285,509 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

Common stock, $ 0.0001 par value, 87,500,000 shares authorized, 52,517,048 and 50,285,509 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.

Additional paid-in capital

7 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Cost of goods sold

17 unchanged sentences

Condensed Consolidated Statements of Stockholders’ Equity

For the Three Month Periods During the Six Months Ended June 30, 2025 and 2024

For the Three Month Periods During the Nine Months Ended September 30, 2025 and 2024

Accumulated Other

13 unchanged sentences

Balances at June 30, 2025

Share-based compensation, net of tax withholdings

Shares issued for services

Foreign-exchange translation adjustment

Balances at September 30, 2025

ClearSign Technologies Corporation and Subsidiary

Condensed Consolidated Statements of Stockholders’ Equity

For the Three Month Periods During the Six Months Ended June 30, 2025 and 2024

For the Three Month Periods During the Nine Months Ended September 30, 2025 and 2024

Accumulated Other

7 unchanged sentences

Fair value of stock issued in payment of accrued compensation

Shares issued for services ($ 0.81 per share)

Shares issued for services

Foreign-exchange translation adjustment

2 unchanged sentences

Tax withholdings related to share-based compensation

Shares issued for services ($ 0.81 per share)

Shares issued for services

Issuance of common stock in public offering, net of expenses

8 unchanged sentences

Balances at June 30, 2024

Share-based compensation

Tax withholdings related to share-based compensation

Shares issued for services

Foreign-exchange translation adjustment

Balances at September 30, 2024

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash flows from operating activities:

3 unchanged sentences

Depreciation and amortization

Impairment of intangible assets

Right-of-use asset amortization

54 unchanged sentences

Substantially all the Company’s operating activities, including its long-lived assets, are located within the United States.

Customers in the United States accounted for 100 % of revenues during the three and six months ended June 30, 2025 and 2024.

Customers in the United States accounted for 100 % of revenues during the three and nine months ended September 30, 2025 and 2024.

The Company disaggregates geographical revenues by selling location, since many of our target customers are global entities, and it would be more likely than not, that these customers would negotiate sales within our current territory in the United States.

15 unchanged sentences

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 six months ended June 30, 2025, the Company received no funds from these types of arrangements.

During the three and six months ended June 30, 2024, the Company received zero and $ 107 thousand, respectively, from these types of arrangements.

Research and development costs have been offset by funds received, if any, from strategic partners in cost sharing and/or collaborative projects.

During the three and nine months ended September 30, 2025, the Company received no funds from these types of arrangements.

During the three and nine months ended September 30, 2024, the Company received $ 28 thousand and $ 135 thousand, respectively, from these types of arrangements.

Foreign Operations

The accompanying unaudited condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024 include assets amounting to approximately $ 170 thousand and $ 145 thousand, respectively, relating to the operations of ClearSign Asia Limited.

The Beijing registered capital requirement is $ 350 thousand, which is required to be paid by June 30, 2032, and of which $ 211 thousand has been paid as of June 30, 2025.

The accompanying unaudited condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 include assets amounting to approximately $ 145 thousand and $ 145 thousand, respectively, relating to the operations of ClearSign Asia Limited.

The Beijing registered capital requirement is $ 350 thousand, which is required to be paid by June 30, 2032, $ 211 thousand of which has been paid as of September 30, 2025.

On August 22, 2024, the Board authorized management to move forward with filing for dormancy with Chinese regulators to suspend the Company’s Beijing, China operations.

20 unchanged sentences

We are currently assessing the impact that the adoption of ASU 2025-04 will have on the disclosures in our annual consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"), which amends ASC 326-20 to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Revenue from Contracts with Customers (“ASC 606”).

The standard is effective for annual reporting periods beginning after December 15, 2025, including interim periods, and allows for early adoption.

The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the consolidated financial statements and related disclosures.

Note 3 – Fixed Assets, Net

1 unchanged sentence

Fixed assets, net are summarized as follows:

September 30,

(in thousands)

3 unchanged sentences

Operating lease ROU assets, net

Depreciation expense for the three and six months ended June 30, 2025 was $ 7 thousand and $ 12 thousand, respectively.

Depreciation expense for the three and six months ended June 30, 2024 was $ 4 thousand and $ 11 thousand, respectively.

Depreciation expense for the three and nine months ended September 30, 2025 was $ 7 thousand and $ 19 thousand, respectively.

Depreciation expense for the three and nine months ended September 30, 2024 was $ 4 thousand and $ 15 thousand, respectively.

The Company leases office space in Tulsa, Oklahoma, Seattle, Washington, and Beijing, China.

During May 2025, the Company renewed its Beijing, China lease for 24 months with monthly rent at approximately $ 3 thousand.

As a result of this renewal, the Company increased the right-of-use (“ROU”) asset and lease liability by $ 68 thousand during the six months ended June 30, 2025.

As a result of this renewal, the Company increased the right-of-use (“ROU”) asset and lease liability by $ 68 thousand during the nine months ended September 30, 2025.

During October 2024, the Company entered into a sub-lease agreement to re nt office space in Seattle for approximately $ 2 thousand per month for twelve months .

The Seattle lease is considered a short-term lease, as the lease term is 12 months or less from the commencement date.

The short-term lease expense for the three and six months ended June 30, 2025 was approximately $ 5 thousand and $ 11 thousand, respectively.

The short-term lease expense for the three and six months ended June 30, 2024 was approximately $ 5 thousand and $ 11 thousand, respectively.

The Tulsa and Beijing leases are classified as operating leases, with remaining terms ranging from two years to approximately three years ;

The Seattle lease was renewed in October 2025 with similar terms.

The short-term lease expense for the three and nine months ended September 30, 2025 was approximately $ 6 thousand and $ 17 thousand, respectively.

The short-term lease expense for the three and nine months ended September 30, 2024 was approximately $ 5 thousand and $ 16 thousand, respectively.

The Tulsa and Beijing leases are classified as operating leases, each with remaining terms of approximately two years ;

contractual language requires renewal negotiations to occur at or near termination.

2 unchanged sentences

The Seattle, Tulsa, and Beijing total monthly minimum rent is approximately $ 10 thousand, in the aggregate.

Operating lease costs for the three and six months ended June 30, 2025 was $ 25 thousand and $ 49 thousand, respectively.

Operating lease costs for the three and six months ended June 30, 2024 was $ 24 thousand and $ 48 thousand, respectively.

Operating lease costs for the three and nine months ended September 30, 2025 were $ 24 thousand and $ 73 thousand, respectively.

Operating lease costs for the three and nine months ended September 30, 2024 were $ 25 thousand and $ 73 thousand, respectively.

Supplemental balance sheet information related to operating leases is as follows:

September 30,

(in thousands)

7 unchanged sentences

Supplemental cash flow information related to operating leases is as follows:

For the Six Months Ended

For the Nine Months Ended

September 30,

(in thousands)

4 unchanged sentences

Change in operating lease ROU assets

Minimum future payments under the Company’s operating lease liabilities as of June 30, 2025 are as follows:

Minimum future payments under the Company’s operating lease liabilities as of September 30, 2025 are as follows:

(in thousands)

4 unchanged sentences

Patents and other intangible assets are summarized as follows:

September 30,

(in thousands)

3 unchanged sentences

Accumulated amortization

Amortization expense for three and six months ended June 30, 2025 was $ 43 thousand and $ 85 thousand, respectively.

Amortization expense for three and six months ended June 30, 2024 was $ 42 thousand and $ 80 thousand, respectively.

Future amortization expense associated with issued patents and registered trademarks as of June 30, 2025 is as follows:

Amortization expense for three and nine months ended September 30, 2025 was $ 41 thousand and $ 126 thousand, respectively.

Amortization expense for three and nine months ended September 30, 2024 was $ 43 thousand and $ 123 thousand, respectively.

Future amortization expense associated with issued patents and registered trademarks as of September 30, 2025 is as follows:

(in thousands)

2 unchanged sentences

The Company does not amortize patents or trademarks classified as pending.

During the three and six months ended June 30, 2025 and 2024, the Company assessed its patent and trademark assets.

During the three and nine months ended September 30, 2025 and 2024, the Company assessed its patent and trademark assets.

The Company also evaluated its strategic approach to the pursuit and protection of its intellectual property.

intent of the Company to continue to pursue intellectual property protection.

It is the intent of the Company to continue to pursue intellectual property protection.

If the Company identifies certain assets where the intellectual property does not directly align with its core technology, the Company will impair the intangible asset and write-off the asset as an expense.

3 unchanged sentences

Customer payment milestones are unique to individual contracts and may occur prior to completion of performance obligations.

Customer payment terms typically range between thirty and sixty days from the date of billing.

Customer payment terms typically range between thirty and sixty

days from the date of billing.

Our customer contracts typically have a duration of less than twelve months.

Delays in contract performance, if any, typically occur as a result of customer onsite project delays outside of our control.

The Company recognized $ 133 thousand of revenues and $ 78 thousand of cost of goods sold during the three months ended June 30, 2025.

The revenue and cost of goods sold relate to spare parts orders from multiple customers, and delivery of a boiler burner to a repeat customer.

These products and services constitute performance obligations.

The Company recognized $ 534 thousand of revenues and $ 283 thousand of cost of goods sold during the six months ended June 30, 2025.

The revenue and cost of goods sold predominantly relate to spare parts orders for multiple customers, sales of boiler burners to a single customer, and the successful completion of an engineering study referred herein as a Computational Fluid Dynamic analysis (“CFD”).

The Company recognized $ 1,029 thousand of revenues and $ 661 thousand of cost of goods sold during the three months ended September 30, 2025.

The revenue and cost of goods sold were related to delivering spare parts to multiple customers, delivering a flare order, delivering a mid-stream order, completing a customer witness test, finalizing a Computational Fluid Dynamic (“CFD”) analysis, and providing engineering services.

These products and services constitute performance obligations.

The Company recognized $ 45 thousand of revenues and $ 3 thousand of cost of goods sold during the three months ended June 30, 2024.

The revenue and cost of goods sold relate to the successful completion of engineering studies for a repeat customer.

The Company recognized $ 1,563 thousand of revenues and $ 944 thousand of cost of goods sold during the nine months ended September 30, 2025.

The revenue and cost of goods sold relate to spare parts orders for multiple customers, a performance burner test, flare order, engineering services, sales of boiler burners, and the successful completion of CFD analysis.

These products and services constitute performance obligations.

The Company recognized $ 1,147 thousand of revenues and $ 668 thousand of cost of goods sold during the six months ended June 30, 2024.

The revenue and cost of goods sold relate predominantly to the Company’s process burner product line.

The Company delivered multiple burners in connection with a single customer order, successfully completed engineering studies and a CFD analysis, and fulfilled multiple spare parts orders.

The Company recognized $ 1,859 thousand of revenues and $ 1,308 thousand of cost of goods sold during the three months ended September 30, 2024.

The revenue and cost of goods sold predominantly relate to the delivery of multiple process burners to a single customer.

The delivery of products constitutes performance obligations.

The Company recognized $ 3,006 thousand of revenues and $ 1,976 thousand of cost of goods sold during the nine months ended September 30, 2024.

The revenue and cost of goods sold predominantly relate to the Company’s process burner product line.

The Company delivered multiple burners for different customers, successfully completed engineering feasibility studies, including CFD analysis, and fulfilled multiple spare parts orders.

These products and services constitute performance obligations.

The Company had contract assets of $ 268 thousand and $ 194 thousand at June 30, 2025 and December 31, 2024, respectively.

The Company had contract liabilities of $ 1,675 thousand and $ 73 thousand at June 30, 2025 and December 31, 2024, respectively.

Of the $ 73 thousand contract liabilities balance at December 31, 2024, the Company recognized revenue of $ 10 thousand and $ 33 thousand during the three and six months ended June 30, 2025, respectively.

The Company had contract assets of $ 514 thousand and $ 194 thousand at September 30, 2025 and December 31, 2024, respectively.

The Company had contract liabilities of $ 1,148 thousand and $ 73 thousand at September 30, 2025 and December 31, 2024, respectively.

Of the $ 73 thousand contract liabilities balance at December 31, 2024, the Company recognized revenue of $ 39 thousand and $ 73 thousand during the three and nine months ended September 30, 2025, respectively.

Note 6 – Product Warranties

A summary of the Company’s warranty liability activity, which is included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, is as follows:

A summary of the Company’s warranty liability activity, which is included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, is as follows:

September 30,

(in thousands)

9 unchanged sentences

Wainwright & Co., LLC (“Wainwright”) as sales agent, dated July 17, 2025 (the “Sales Agreement”), pursuant to which the Company may sell shares of common stock with an aggregate offering price of up to $ 10.39 million.

As of the date of this report, no shares have been sold pursuant to the Sales Agreement.

We previously had an ATM program with Virtu Americas LLC (the “Virtu ATM”), which was terminated effective as of July 12, 2025.

As of June 30, 2025, we cumulatively issued approximately 1.6 million shares of common stock under the Virtu ATM, at an average price of $ 3.84 per share.

Gross proceeds totaled approximately $ 6.1 million and net cash proceeds was approximately $ 5.9 million.

The Company is currently subject to the SEC’s “baby shelf rules,” which prohibit companies with a public float of less than $75 million from issuing securities under a “shelf” registration statement in excess of one-third of such company’s public float in a 12-month period.

1 unchanged sentence

Warrants and Pre-Funded Warrants

The following table summarizes the activity and outstanding balance of our outstanding warrants and pre-funded warrants as of June 30, 2025, along with the associated weighted average exercise price and weighted average remaining life for such warrants and pre-funded warrants.

The following table summarizes the activity and outstanding balance of our outstanding warrants and pre-funded warrants as of September 30, 2025, along with the associated weighted average exercise price and weighted average remaining life for such warrants and pre-funded warrants.

Pre-Funded Warrants (1)

5 unchanged sentences

Aggregate Intrinsic Value

Beginning Balance

Outstanding at Beginning of Year

Forfeited/Expired

1 unchanged sentence

(1) Pre-funded warrants have no expiration date and only expire when exercised in full.

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for details related to our outstanding warrants and pre-funded warrants.

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional details related to our outstanding warrants and pre-funded warrants.

Equity Incentive Plan

2 unchanged sentences

The 2021 Plan provides for an annual increase in available shares equal to the lesser of (i) 10 % of the aggregate number of shares of common stock issued by the Company in the prior fiscal year;

or (ii) such number provided by the

Compensation Committee;

or (ii) such number provided by the Compensation Committee;

provided, however, that the total cumulative increase in the number of shares available for issuance pursuant to this automatic share increase shall not exceed 400 thousand shares of common stock.

In 2025, the Board did not exercise their right to limit the automatic increase.

In 2025, the Board did not exercise its right to limit the automatic increase.

Accordingly, the 2021 Plan share reserve increased by 400 thousand shares.

Ending balances for the 2021 Plan is as follows:

September 30,

( in thousands )

13 unchanged sentences

Equity Incentive Plan Options

Compensation expense associated with stock option awards for the three and six months ended June 30, 2025 totaled $ 17 thousand and $ 38 thousand, respectively.

Compensation expense associated with stock option awards for the three and six months ended June 30, 2024 totaled $ 28 thousand and $ 50 thousand, respectively.

A summary of the Company’s 2011 Equity Incentive Plan and the 2021 Plan stock option activity and changes is as follows:

Compensation expense associated with stock option awards for the three and nine months ended September 30, 2025 totaled $ 4 thousand and $ 42 thousand, respectively.

Compensation expense associated with stock option awards for the three and nine months ended September 30, 2024 totaled $ 37 thousand and $ 87 thousand, respectively.

A summary of the Company’s 2011 Equity Incentive Plan and the 2021 Plan stock option activity and changes are as follows:

September 30,

( in thousands, except per share data )

9 unchanged sentences

This amount changes based on the fair value of the Company’s common stock.

At June 30, 2025, there was $ 249 thousand of total unrecognized compensation cost related to non-vested stock option-based compensation arrangements.

At September 30, 2025, there was $ 244 thousand of total unrecognized compensation cost related to non-vested stock option-based compensation arrangements.

Vesting criteria ranges from time-based to performance-based.

2 unchanged sentences

Inducement Options

During the year ended December 31, 2023, the Company granted non-qualified stock options to its Chief Technology Officer to purchase an aggregate of 150 thousand shares of common stock with an exercise price of $ 0.91 as a material inducement to accept employment with the Company.

During the year ended December 31, 2023, the Company granted non-qualified stock options to its Chief Technology Officer to purchase an aggregate of 150 thousand shares of common stock with an exercise price of $ 0.91 per share as a material inducement to accept employment with the Company.

These inducement options vest in three equal installments, with one third of the option vesting on the grant date, and each remaining third vesting on the second and third anniversaries of the grant date, subject to continued employment with the Company.

The fair value of these options were estimated on the grant date using the Black-Scholes valuation model, which resulted in $ 112 thousand.

The compensation expense recognized for these awards for the three and six months ended June 30, 2025 was $ 9 thousand and $ 18 thousand, respectively.

The compensation expense recognized for these awards for the three and six months ended June 30, 2024 was $ 10 thousand and $ 19 thousand, respectively.

Total unrecognized compensation expense for these inducement options as of June 30, 2025 was $ 13 thousand.

These inducement options were granted outside of the 2021 Plan and in accordance with the employment inducement

exemption provided under Nasdaq Listing Rule 5635(c)(4).

A summary of the Company’s inducement option activity and changes is as follows:

The fair value of these inducement options was $ 112 thousand, which was estimated on the grant date using the Black-Scholes valuation model.

The compensation expense recognized for these inducement options for the three and nine months ended September 30, 2025 was $ 10 thousand and $ 28 thousand, respectively.

The compensation expense recognized for these inducement options for the three and nine months ended September 30, 2024 was $ 9 thousand and $ 28 thousand, respectively.

Total unrecognized compensation expense for these inducement options as of September 30, 2025 was $ 4 thousand.

These inducement options were granted outside of the 2021 Plan and in accordance with the employment inducement exemption provided under Nasdaq Listing Rule 5635(c)(4).

A summary of the Company’s inducement option activity and changes are as follows:

September 30,

( in thousands, except per share data )

8 unchanged sentences

Restricted Stock Units

The Company awards employees and directors restricted stock units (“RSUs”) in lieu of cash payment for compensation.

These awards are granted from the 2021 Plan.

The Company awards its directors and certain employees restricted stock units (“RSUs”) in lieu of cash payment for compensation.

These awards are granted pursuant to the 2021 Plan.

Employee vesting criteria is time based, and compensation expense is recognized ratably across the timeframe.

The Company pays payroll withholding taxes on behalf of the employee at vesting, and withholds shares from the employee’s award to cover the taxes payable.

The Company accrued taxes for RSU share-based compensation of $ 18 thousand and $ 29 thousand for the six months ended June 30, 2025 and 2024, respectively.

Total unrecognized compensation expense for employee RSUs as of June 30, 2025 was $ 266 thousand.

The Company pays payroll withholding taxes on behalf of the employee at vesting by withholding shares from the employee’s award to cover the taxes payable in connection with such vesting.

The Company accrued taxes for RSU share-based compensation of $ 38 thousand and $ 38 thousand for the nine months ended September 30, 2025 and 2024, respectively.

Total unrecognized compensation expense for employee RSUs as of September 30, 2025 was $ 214 thousand.

Director vesting criteria is contingent upon the occurrence of one of four future events, which the Company cannot predict or control.

Therefore, compensation expense for director RSUs is not recognized until one of these four future events occur, which is in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718 , “ Compensation – Stock Compensation .” Total unrecognized compensation expense for director services as of June 30, 2025 was $ 743 thousand.

Therefore, compensation expense for director RSUs is not recognized until one of these four future events occur in accordance with FASB ASC Topic 718 , Compensation – Stock Compensation .

Total unrecognized compensation expense for director services as of September 30, 2025 was $ 98 thousand.

Director compensation is earned on a quarterly basis with the target value of compensation set at approximately $ 75 thousand per quarter, assuming five directors, one chairperson for each committee and two committee members for each of the three committees.

As of June 30, 2025, we had seven directors.

As of September 30, 2025, we had four directors.

On May 27, 2025, David M.

4 unchanged sentences

A summary of the Company’s RSUs activity is as follows:

September 30,

( in thousands, except per share data )

7 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

( in thousands, except per share data )

1 unchanged sentence

Weighted average value per share

During the three months ended September 30, 2025, 756 thousand RSUs vested but remained unissued as of September 30, 2025, which impacted share-based compensation expense and accrued liabilities by $ 729 thousand.

The 756 thousand RSUs vested as a result of two directors resigning from the Board and another director that chose to not stand for re-election at the Company’s 2025 annual meeting of stockholders.

The Company awards employees stock in lieu of cash payment for compensation, typically to satisfy accrued bonus compensation.

12 unchanged sentences

The Consultant Plan activity is as follows:

September 30,

( in thousands )

4 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

( in thousands, except per share data )

2 unchanged sentences

Note 8 – Net Loss per Common Share

The Company calculates net loss per common share in accordance with ASC Topic 260, “Earnings Per Share” (“ASC 260”).

Basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

Under ASC 260, shares issuable for little or no cash consideration are considered outstanding common shares and included in the computation of basic net loss per share.

As such, for the three and six months ended June 30, 2025 and 2024, the Company included its outstanding pre-funded warrants in its computation of net loss per share.

The Company calculates net loss per common stock in accordance with ASC Topic 260, “Earnings Per Share” (“ASC 260”).

Basic and diluted net loss per common stock was determined by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

Under ASC 260, shares issuable for little or no cash consideration are considered outstanding common stock and included in the computation of basic net loss per share.

As such, for the three and nine months ended September 30, 2025 and 2024, the Company included its outstanding pre-funded warrants in its computation of net loss per share.

The pre-funded warrants were issued in April and June 2024 and are each exercisable into one share of common stock at an exercise price of $ 0.0001 per share.

The following potentially dilutive securities have not been included in the computation of diluted net loss per share for the three and six months ended June 30, 2025 and 2024, as the result would be anti-dilutive:

In addition, 756 thousand shares were included in the weighted average number of shares outstanding for RSUs that vested but were unissued as of September 30, 2025.

The following potentially dilutive securities have not been included in the computation of diluted net loss per share for the three and nine months ended September 30, 2025 and 2024, as the result would be anti-dilutive:

September 30,

( in thousands )

14 unchanged sentences

These awards allow the Company to request reimbursements for expenditures such as labor, material, and administrative costs.

During the three and six months ended June 30, 2025, the Company recognized $ 43 thousand and $ 91 thousand in reimbursements from the DOE, respectively.

During the three and six months ended June 30, 2024, the Company recognized $ 168 thousand and $ 216 thousand in reimbursements from the DOE, respectively.

During the three and nine months ended September 30, 2025, the Company recognized $ 216 thousand and $ 307 thousand in reimbursements from the DOE, respectively.

During the three and nine months ended September 30, 2024, the Company recognized $ 116 thousand and $ 332 thousand in reimbursements from the DOE, respectively.

Beginning in 2021, the Company received funds relating to the Oklahoma 21 st Century Quality Jobs Act.

1 unchanged sentence

By reporting quarterly salary statistics and meeting agreed upon employment thresholds, the state remits benefit monies to the Company.

During three and six months ended June 30, 2025, the Company did not receive any funds from this program.

During three and six months ended June 30, 2024, the Company recognized $ 16 thousand and $ 47 thousand in government assistance from this program, respectively.

During three and nine months ended September 30, 2025, the Company did not receive any funds from this program.

During three and nine months ended September 30, 2024, the Company recognized $ 17 thousand and $ 64 thousand in government assistance from this program, respectively.

Note 11 – Subsequent Events

The Company has evaluated subsequent events as of the date of this report and has none to report.

On October 27, 2025, 756 thousand shares of common stock were issued to three former directors to satisfy our outstanding RSU liability recorded as of September 30, 2025 (see “Note 7 – Equity Restricted Stock Units” above for additional information).

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS REPORT

8 unchanged sentences

and future financial results.

These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to

differ materially from our historical experience and our present expectations or projections.

These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections.

Factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to:

14 unchanged sentences

● our ability to obtain adequate financing in the future;

● lawsuits and other claims by third parties or investigations by various regulatory agencies that we may be subjected to;

● our ability to retain and hire personnel with the experience and talent to develop our products and business;

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements