7 unchanged sentences
Deferred costs
−Removed: Contract assets
Prepaid expenses and other assets
17 unchanged sentences
Preferred stock, $ 0.0001 par value, 2,000,000 shares authorized, no shares issued or outstanding
−Removed: Common stock, $ 0.0001 par value, 87,500,000 shares authorized, 5,409,133 and 5,328,730 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.
+Added: Common stock, $ 0.0001 par value, 87,500,000 shares authorized, 6,307,455 and 5,328,730 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
Additional paid-in capital
8 unchanged sentences
For the Three Months Ended
+Added: For the Six Months Ended
Cost of goods sold
18 unchanged sentences
Condensed Consolidated Statements of Stockholders’ Equity
−Removed: For the Three Months Ended March 31, 2026 and 2025
+Added: For the Three Month Periods During the Six Months Ended June 30, 2026 and 2025
Accumulated Other
10 unchanged sentences
Balances at March 31, 2026
+Added: Share-based compensation, net of tax withholdings
+Added: Fair value of stock issued in payment of accrued compensation
+Added: Shares issued for services
+Added: Issuance of common stock in public offering, net of expenses
+Added: Foreign-exchange translation adjustment
+Added: Balances at June 30, 2026
+Added: ClearSign Technologies Corporation and Subsidiary
+Added: Condensed Consolidated Statements of Stockholders’ Equity
+Added: For the Three Month Periods During the Six Months Ended June 30, 2026 and 2025
Accumulated Other
10 unchanged sentences
Balances at March 31, 2025
+Added: Share-based compensation, net of tax withholdings
+Added: Shares issued for services
+Added: Balances at June 30, 2025
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2 unchanged sentences
(in thousands)
−Removed: For the Three Months Ended March 31,
+Added: For the Six Months Ended June 30,
Cash flows from operating activities:
20 unchanged sentences
Cash flows from financing activities:
+Added: Proceeds from issuance of common stock, net of offering costs
Proceeds from exercise of warrants
Taxes paid related to employee stock awards
−Removed: Net cash used in financing activities
+Added: Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
4 unchanged sentences
Officer and employee equity awards for prior year accrued compensation
+Added: Non-cash impact of new lease
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
28 unchanged sentences
Substantially all the Company’s operating activities, including its long-lived assets, are located within the United States.
−Removed: Customers in the United States accounted for 100 % of revenues during the three months ended March 31, 2026 and 2025.
+Added: Customers in the United States accounted for 100 % of revenues during the three and six months ended June 30, 2026 and 2025.
The Company disaggregates geographical revenues by selling location, since many of our target customers are
34 unchanged sentences
Research and development costs have been offset by funds received, if any, from strategic partners in cost sharing and/or collaborative projects.
−Removed: During the three months ended March 31, 2026 and 2025, the Company received $ 115 thousand and zero , respectively, from these types of arrangements.
+Added: During the three and six months ended June 30, 2026, the Company received zero and $ 115 thousand, respectively, from these types of arrangements.
+Added: During the three and six months ended June 30, 2025, the Company received no funds from these type of arrangements.
Foreign Operations
−Removed: The accompanying unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 include assets amounting to approximately $ 149 thousand and $ 175 thousand, respectively, relating to the operations of ClearSign Asia Limited.
−Removed: The Beijing registered capital requirement is $ 350 thousand, which is required to be paid by June 30, 2032, and of which $ 261 thousand has been paid as of March 31, 2026.
−Removed: 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.
−Removed: A dormancy filing allows the Company to keep its China legal entity in a suspended status for up to three years .
−Removed: The Company can revive its China operations at any time during those three years with minimal cost impact.
−Removed: The dormancy filing became effective as of March 12, 2025.
+Added: The accompanying unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 include assets amounting to approximately $ 118 thousand and $ 175 thousand, respectively, relating to the operations of ClearSign Asia Limited.
+Added: The Beijing registered capital requirement is $ 350 thousand, which is required to be paid by June 30, 2032, and of which $ 261 thousand has been paid as of June 30, 2026.
Recently Issued Accounting Pronouncements
10 unchanged sentences
ASU 2025-04 also clarifies the guidance in Topic 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer “regardless of whether an award’s grant date has occurred.” ASU 2025-04 is effective for our reporting period beginning January 1, 2027, with early adoption permitted.
−Removed: We are currently assessing the impact that the adoption of ASU 2025-04 will have on the disclosures in our annual consolidated financial statements.
+Added: We are currently assessing the impact that the adoption of ASU 2025-04 will have on the disclosures in our condensed consolidated financial statements.
In December 2025 , FASB issued ASU No.
3 unchanged sentences
In December 2025, the FASB issued ASU No.
+Added: 2025-12, " Codification Improvements ".
+Added: The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements.
+Added: Generally, the amendments in this Update are not intended to result in significant changes for most entities.
+Added: effective for interim reporting periods within annual reporting periods beginning after December 15, 2026.
+Added: The adoption method of this ASU may vary, on an issue-by-issue basis.
+Added: Early adoption is permitted.
+Added: We are currently assessing the impact that the adoption of ASU 2025-12 will have on our condensed consolidated financial statements.
+Added: In December 2025, the FASB issued ASU No.
2025-10, "Government Grants (Topic 832):
3 unchanged sentences
Early adoption is permitted.
−Removed: We are currently assessing the impact that the adoption of ASU 2025-10 will have on our consolidated financial statements.
+Added: We are currently assessing the impact that the adoption of ASU 2025-10 will have on our condensed consolidated financial statements.
Note 3 – Fixed Assets, Net
6 unchanged sentences
Operating lease ROU assets, net
−Removed: Depreciation expense related to office furniture, equipment and leasehold improvements for the three months ended March 31, 2026 and 2025 was $ 6 thousand and $ 5 thousand, respectively.
+Added: Depreciation expense related to office furniture, equipment and leasehold improvements for the three and six months ended June 30, 2026 was $ 3 thousand and $ 9 thousand, respectively.
+Added: Depreciation expense related to office furniture, equipment and leasehold improvements for the three and six months ended June 30, 2025 was $ 7 thousand and $ 12 thousand, respectively.
The Company leases office space in Tulsa, Oklahoma, Seattle, Washington, and Beijing, China.
4 unchanged sentences
The Seattle lease was renewed in October 2025 with similar terms.
−Removed: The short-term lease expense for the three months ended March 31, 2026 and 2025 was approximately $ 6 thousand.
+Added: The short-term lease expense for the three and six months ended June 30, 2026 was approximately $ 6 thousand and $ 12 thousand, respectively.
+Added: The short-term lease expense for the three and six months ended June 30, 2025 was approximately $ 5 thousand and $ 11 thousand, respectively.
The Tulsa and Beijing leases are classified as operating leases, each with remaining terms of less than two years ;
3 unchanged sentences
The Seattle, Tulsa, and Beijing total monthly minimum rent is approximately $ 10 thousand.
−Removed: Operating lease costs for the three months ended March 31, 2026 and 2025 were $ 25 thousand and $ 24 thousand, respectively.
+Added: Operating lease costs for the three and six months ended June 30, 2026 were $ 25 thousand and $ 49 thousand, respectively.
+Added: Operating lease costs for the three and six months ended June 30, 2025 were $ 25 thousand and $ 49 thousand, respectively.
Supplemental balance sheet information related to operating leases is as follows:
8 unchanged sentences
Supplemental cash flow information related to operating leases is as follows:
−Removed: For the Three Months Ended
+Added: For the Six Months Ended
(in thousands)
1 unchanged sentence
Operating cash flows used in operating leases
−Removed: Minimum future payments under the Company’s operating lease liabilities as of March 31, 2026 are as follows:
+Added: Non-cash impact of new leases and lease modifications
+Added: Change in operating lease liabilities
+Added: Change in operating lease ROU assets
+Added: Minimum future payments under the Company’s operating lease liabilities as of June 30, 2026 are as follows:
(in thousands)
9 unchanged sentences
Accumulated amortization
−Removed: Amortization expense for the three months ended March 31, 2026 and 2025 was $ 37 thousand and $ 42 thousand, respectively.
−Removed: Future amortization expense associated with issued patents and registered trademarks as of March 31, 2026 is as follows:
+Added: Amortization expense for the three and six months ended June 30, 2026 was $ 35 thousand and $ 72 thousand, respectively.
+Added: Amortization expense for the three and six months ended June 30, 2025 was $ 43 thousand and $ 85 thousand, respectively.
+Added: Future amortization expense associated with issued patents and registered trademarks as of June 30, 2026 is as follows:
(in thousands)
2 unchanged sentences
The Company does not amortize patents or trademarks classified as pending.
−Removed: During the three months ended March 31, 2026 and 2025, the Company assessed its patent and trademark assets.
−Removed: During the three months ended March 31, 2026 and 2025, we recorded impairments of $ 23 thousand and zero , respectively.
+Added: During the three and six months ended June 30, 2026 and 2025, the Company assessed its patent and trademark assets.
+Added: During the three and six months ended June 30, 2026, we recorded impairments of $ 16 thousand and $ 39 thousand, respectively.
+Added: During the three and six months ended June 30, 2025, we did no t have impairments.
These impairment costs are included within research and development in the unaudited condensed consolidated statements of operations and comprehensive loss.
10 unchanged sentences
Delays in contract performance, if any, typically occur as a result of customer onsite project delays outside of our control.
−Removed: The Company recognized $ 191 thousand of revenues and $ 584 thousand of cost of goods sold during the three months ended March 31, 2026.
−Removed: The revenue and cost of goods sold predominately relates to our mid-stream and boiler burner product offerings.
−Removed: The cost of goods sold is comprised of two components:
+Added: The Company recognized $ 560 thousand of revenues and $ 332 thousand of cost of goods sold during the three months ended June 30, 2026.
+Added: The revenue and cost of goods sold predominantly relates to delivery of a portion of our flare system order, completing multiple spare parts orders, and the successful completion of CFD studies.
+Added: These products and services constitute performance obligations.
+Added: The Company recognized $ 751 thousand of revenues and $ 916 thousand of cost of goods sold during the six months ended June 30, 2026.
+Added: The revenue and cost of goods sold predominantly relates to delivery of a portion of our flare system order, mid-stream offerings, multiple spare parts orders, finalizing CFD studies, and completing a boiler burner order.
+Added: The cost of goods sold is primarily comprised of two components:
(i) costs related to our revenue and (ii) costs related to a warranty accrual estimate (refer to “Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operation” below for further details).
−Removed: The product offerings associated with the recognized revenue constitute performance obligations.
−Removed: The Company recognized $ 401 thousand of revenues and $ 205 thousand of cost of goods sold during the three months ended March 31, 2025.
−Removed: The revenue and cost of goods sold predominantly relate to multiple spare parts orders for a single customer.
−Removed: Additionally, the Company successfully completed a CFD engineering study and sold a single boiler burner.
−Removed: The product offerings associated with the recognized revenue constitute performance obligations.
−Removed: The Company had contract assets of $ 135 thousand and zero at March 31, 2026 and December 31, 2025, respectively.
−Removed: The Company had contract liabilities of $ 63 thousand and $ 100 thousand at March 31, 2026 and December 31, 2025, respectively.
−Removed: Of the $ 100 thousand contract liabilities balance at December 31, 2025, the Company recognized revenue of $ 49 thousand during the three months ended March 31, 2026.
+Added: These products and services constitute performance obligations.
+Added: The Company recognized $ 133 thousand of revenues and $ 78 thousand of cost of goods sold during the three months ended June 30, 2025.
+Added: 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.
+Added: These products and services constitute performance obligations.
+Added: The Company recognized $ 534 thousand of revenues and $ 283 thousand of cost of goods sold during the six months ended June 30, 2025.
+Added: 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 a CFD study.
+Added: These products and services constitute performance obligations.
+Added: The Company had contract assets of $ 127 thousand and zero at June 30, 2026 and December 31, 2025, respectively.
+Added: The Company had contract liabilities of $ 415 thousand and $ 100 thousand at June 30, 2026 and December 31, 2025, respectively.
+Added: Of the $ 100 thousand contract liabilities balance at December 31, 2025, the Company recognized revenue of zero and $ 49 thousand during the three and six months ended June 30, 2026, respectively.
Note 6 – Deferred Costs
−Removed: A summary of the Company’s deferred costs activity in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, is as follows:
+Added: A summary of the Company’s deferred costs activity in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, is as follows:
(in thousands)
7 unchanged sentences
Note 7 – Product Warranties
−Removed: A summary of the Company’s warranty liability activity, which is included in accounts payable and accrued liabilities in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, is as follows:
+Added: A summary of the Company’s warranty liability activity, which is included in accounts payable and accrued liabilities in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, is as follows:
(in thousands)
8 unchanged sentences
The Company has an At-The-Market (“ATM”) program pursuant to an ATM Offering Agreement with H.C.
−Removed: Wainwright & Co., LLC (“Wainwright”) as sales agent, dated July 17, 2025 (the “Sales Agreement”), pursuant to which the Company may offer and sell shares of common stock with an aggregate offering price of up to approximately $ 10.4 million.
+Added: Wainwright & Co., LLC (“Wainwright”) as sales agent, dated July 17, 2025 (the “Sales Agreement”), pursuant to which the Company may offer and sell shares of common stock with an aggregate offering price of up to approximately $ 6,875 thousand.
As of the date of this report, no shares have been sold pursuant to the Sales Agreement.
−Removed: 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.
−Removed: These rules may limit future issuances of shares by the Company under our “shelf” registration statement on Form S-3, including through the ATM program with Wainwright or other securities offerings.
+Added: 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
+Added: public float in a 12-month period.
+Added: These rules may limit future issuances of shares by the Company under our “shelf” registration statement on Form S-3 (File No.
+Added: 333-288736) (the “Form S-3”), including through the ATM program with Wainwright or other securities offerings.
Warrants and Pre-Funded Warrants
−Removed: The following table summarizes the activity and outstanding balance of our outstanding warrants and pre-funded warrants as of March 31, 2026, along with the associated weighted average exercise price and weighted average remaining life for such warrants and pre-funded warrants.
−Removed: March 31, 2026
+Added: The following table summarizes the activity and outstanding balance of our outstanding warrants and pre-funded warrants as of June 30, 2026, along with the associated weighted average exercise price and weighted average remaining life for such warrants and pre-funded warrants.
+Added: June 30, 2026
Pre-Funded Warrants (1)
11 unchanged sentences
Equity Incentive Plan
−Removed: On June 17, 2021, the Company's stockholders approved and the Company adopted the ClearSign Technologies Corporation 2021 Equity Incentive Plan (as it may be amended from time to time, the “2021 Plan”) which permits the Company to grant incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares, to eligible participants, which includes employees, directors and consultants.
−Removed: The Board’s Human Capital and Compensation Committee (the “Compensation Committee”) is authorized to administer the 2021 Plan.
−Removed: 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;
−Removed: or (ii) such number provided by the Compensation Committee;
−Removed: provided, however, that the total cumulative increase in the number of shares available for issuance pursuant to this automatic share increase shall not exceed 40 thousand shares of common stock.
−Removed: In 2025, the Board did not exercise their right to limit the automatic increase.
−Removed: Accordingly, the 2021 Plan share reserve increased by 40 thousand shares.
−Removed: Ending balances for the 2021 Plan is as follows:
+Added: On June 8, 2026, the date of the Company’s 2026 annual meeting of stockholders, the Company’s stockholders approved, and the Company adopted, the amended and restated ClearSign Technologies Corporation 2021 Equity Incentive Plan (“A&R 2021 Plan”), under which the Company is able to grant incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units, and performance shares, to eligible participants, which includes employees, directors and consultants.
+Added: The Board’s Human Capital and Compensation Committee (the “Compensation Committee”) is authorized to administer the A&R 2021 Plan.
+Added: The A&R 2021 Plan provides for an annual increase in available shares equal to either (i) 10 % of the total number of shares of common stock issued and outstanding on the last day of the immediately preceding fiscal year;
+Added: or (ii) such number of shares determined by the Compensation Committee no later than the last day of the immediately preceding fiscal year;
+Added: provided, however, that the total cumulative increase in the number of shares available for issuance pursuant to this automatic share increase shall not exceed 1.0 million shares of common stock.
+Added: In connection with the stockholders’ approval of the A&R 2021 Plan, at the 2026 annual meeting of stockholders, the number of shares authorized for issuance thereunder increased by 1,077 thousand.
+Added: Prior to the adoption of the A&R 2021 Plan, pursuant to the previously effective evergreen provision of our 2021 Equity Incentive Plan, the number of shares authorized for issuance under such plan automatically increased by 30 thousand.
+Added: Taking into account the foregoing increases and adoption of the A&R 2021 Plan, the Company is currently authorized to issue up to 1,496 thousand shares of its common stock pursuant to the A&R 2021 Plan.
+Added: Ending balances for the A&R 2021 Plan is as follows:
( in thousands )
Outstanding options and restricted stock units
−Removed: Reserved but unissued shares under the 2021 Plan
−Removed: Reserved but unissued shares at end of period
+Added: Reserved but unissued shares under the A&R 2021 Plan
+Added: Total shares reserved under the A&R 2021 Plan at end of period
Stock Options
−Removed: Under the terms of the 2021 Plan, incentive stock options and non-statutory stock options must have an exercise price at or above the fair market value on the date of the grant.
+Added: Under the terms of the A&R 2021 Plan, incentive stock options and non-statutory stock options must have an exercise price at or above the fair market value on the date of the grant.
At the time of grant, the Company will determine the period within which the option may be exercised and will specify any conditions that must be satisfied before the option vests and may be exercised.
6 unchanged sentences
The Company has never declared or paid dividends and has no plans to do so in the foreseeable future.
−Removed: During the three months ended March 31, 2026, the following weighted-average assumptions were utilized in the calculation of the fair market value of stock options granted:
+Added: During the six months ended June 30, 2026, the following weighted-average assumptions were utilized in the calculation of the fair market value of stock options granted:
Expected life
Weighted average volatility
−Removed: Forfeiture rate
Weighted average risk-free interest rate
Expected dividend rate
−Removed: No stock options were granted during the three months ended March 31, 2025.
+Added: No stock options were granted during the three and six months ended June 30, 2025.
Equity Incentive Plan Options
−Removed: Compensation expense associated with stock option awards for the three months ended March 31, 2026 and 2025 totaled $ 46 thousand and $ 20 thousand, respectively.
−Removed: A summary of the Company’s 2011 Equity Incentive Plan and the 2021 Plan stock option activity and changes is as follows:
+Added: Compensation expense associated with stock option awards for the three and six months ended June 30, 2026 totaled $ 47 thousand and $ 93 thousand, respectively.
+Added: Compensation expense associated with stock option awards for the three and six months ended June 30, 2025 totaled $ 17 thousand and $ 38 thousand, respectively.
+Added: A summary of the Company’s 2011 Equity Incentive Plan and the A&R 2021 Plan stock option activity and changes is as follows:
( in thousands, except per share data )
9 unchanged sentences
This amount changes based on the fair value of the Company’s common stock.
−Removed: At March 31, 2026, there was $ 234 thousand of total unrecognized compensation cost related to non-vested stock option-based compensation arrangements.
+Added: At June 30, 2026, there was $ 217 thousand of total unrecognized compensation cost related to non-vested stock option-based compensation arrangements.
Vesting criteria ranges from time-based to performance-based.
−Removed: The Company records costs for time-based arrangements ratably across the timeframe, whereas performance-based arrangements require management to continually evaluate predetermined goals against actual circumstances.
+Added: The Company records costs for time-based arrangements ratably across the timeframe, whereas performance-based arrangements require
+Added: management to continually evaluate predetermined goals against actual circumstances.
The maximum contractual term for these options is ten years from the grant date.
Inducement Options
−Removed: The inducement options summarized below were granted outside of the 2021 Plan and in accordance with the employment inducement exemption provided under Nasdaq Listing Rule 5635(c)(4).
−Removed: The compensation expense recognized for the inducement options for the three months ended March 31, 2026 and 2025 was zero and $ 9 thousand, respectively.
+Added: The inducement options summarized below were granted outside of the A&R 2021 Plan and in accordance with the employment inducement exemption provided under Nasdaq Listing Rule 5635(c)(4).
+Added: The compensation expense recognized for the inducement options for the three and six months ended June 30, 2026 was zero .
+Added: The compensation expense recognized for the inducement options for the three and six months ended June 30, 2025 was $ 9 thousand and $ 18 thousand, respectively.
A summary of the Company’s inducement option activity and changes is as follows:
9 unchanged sentences
Restricted Stock Units
−Removed: The Company awards its directors and certain employees restricted stock units (“RSUs”) in lieu of cash payment for compensation, if such non-executive directors elect to receive RSUs in lieu of cash payment as allowed by the Company’s director compensation policy.
−Removed: These awards are granted pursuant to the 2021 Plan.
+Added: The Company awards RSUs to its non-executive directors and certain employees in lieu of cash payment for compensation, if such non-executive directors elect to receive RSUs in lieu of cash payment as allowed by the Company’s director compensation policy.
+Added: These awards are granted pursuant to the A&R 2021 Plan.
Employee vesting criteria are time-based, and compensation expense is recognized ratably across the timeframe.
The Company pays payroll withholding taxes on behalf of the employee at vesting by withholding shares from the employee’s award to cover taxes payable in connection with such vesting.
−Removed: The Company accrued taxes for RSU share-based compensation of $ 6 thousand and $ 8 thousand for the three months ended March 31, 2026 and 2025, respectively.
−Removed: Total unrecognized compensation expense for employee restricted stock units as of March 31, 2026 was $ 336 thousand.
+Added: The Company accrued taxes for RSU share-based compensation of $ 12 thousand and $ 18 thousand for the six months ended June 30, 2026 and 2025, respectively.
+Added: Total unrecognized compensation expense for employee restricted stock units as of June 30, 2026 was $ 290 thousand.
Director vesting criteria are contingent upon the occurrence of one of four future events, which the Company cannot predict or control.
−Removed: Therefore, compensation expense for director RSUs is not recognized until one of these four future events occurs in accordance with FASB ASC Topic 718 , “Compensation – Stock Compensation.” Total unrecognized compensation expense for director services as of March 31, 2026 was $ 154 thousand.
+Added: Therefore, compensation expense for director RSUs is not recognized until one of these four future events occurs in accordance with FASB ASC Topic 718 , “Compensation – Stock Compensation.” Total unrecognized compensation expense for director services as of June 30, 2026 was $ 169 thousand.
A summary of the Company’s RSUs activity is as follows:
8 unchanged sentences
For the Three Months Ended
+Added: For the Six Months Ended
( in thousands, except per share data )
2 unchanged sentences
The Company awards employees stock in lieu of cash payment for compensation, typically to satisfy accrued bonus compensation and for ad-hoc bonuses for exemplary performance.
−Removed: These awards are granted pursuant to the 2021 Plan.
−Removed: For the Three Months Ended
+Added: These awards are granted pursuant to the A&R 2021 Plan.
+Added: For the Six Months Ended
( in thousands, except per share data )
16 unchanged sentences
For the Three Months Ended
+Added: For the Six Months Ended
( in thousands, except per share data )
5 unchanged sentences
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.
−Removed: As such, for the three months ended March 31, 2026 and 2025, the Company included its outstanding pre-funded warrants in its computation of net loss per share.
+Added: As such, for the three and six months ended June 30, 2026 and 2025, the Company included its outstanding pre-funded warrants in its computation of net loss per share.
The pre-funded warrants are each exercisable into one share of common stock at an exercise price of $ 0.001 per share.
−Removed: The following potentially dilutive securities have not been included in the computation of diluted net loss per share for the three months ended March 31, 2026 and 2025, as the result would be anti-dilutive:
+Added: 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, 2026 and 2025, as the result would be anti-dilutive:
( in thousands )
20 unchanged sentences
The Phase 2 grant amount totaled approximately $ 1.6 million over a two-year period.
−Removed: During the three months ended March 31, 2026, we received a deadline extension from the DOE allowing us to continue work until May 27, 2026.
+Added: We completed the Phase 2 grant on May 27, 2026.
These awards allow the Company to request reimbursements for expenditures such as labor, material, and administrative costs.
−Removed: During the three months ended March 31, 2026 and 2025, the Company recognized $ 28 thousand and $ 48 thousand in reimbursements from the DOE, respectively.
+Added: During the three and six months ended June 30, 2026, the Company recognized $ 131 thousand and $ 159 thousand in reimbursements from the DOE, respectively.
+Added: During the three and six months ended June 30, 2025, the Company recognized $ 43 thousand and $ 91 thousand in reimbursements from the DOE, respectively.
Note 12 – Subsequent Events
−Removed: The Company has evaluated subsequent events as of the date of this report and has none to report.
+Added: On July 21, 2026, the Company entered into a Stock Purchase Agreement (the “Private Purchase Agreement”) with Otter Capital LLC, an accredited investor and existing stockholder of the Company (the “Investor”), which Investor holds more than 5 % of the issued and outstanding shares of common stock, pursuant to which the Company sold and the Investor purchased 500,000 shares of common stock at a price per share of $ 3.54 , for aggregate gross proceeds of $ 1,770,000 .
+Added: Our net proceeds were approximately $ 1,749,000 after deducting for legal fees and transaction costs.
+Added: The pro forma impact of the transactions contemplated by the Private Purchase Agreement on the Company’s unaudited condensed consolidated balance as of June 30, 2026, results in a cash and cash equivalents balance of $ 11,638 thousand and additional paid-in capital balance of $ 119,608 thousand.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS REPORT
35 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.