Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated condensed financial statements and related notes included elsewhere in this Form 10-Q as well as our audited financial statements and related notes included in our most recent Annual Report on Form 10-K. In addition to historical information, this discussion and analysis here and throughout this Form 10-Q contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements due to a number of factors, including but not limited to, the risks described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Overview
We design and develop technologies for the purpose of improving key performance characteristics of combustion systems, including emission and operational performance, energy efficiency and overall cost-effectiveness. Our ClearSign Core™ technology has been proven in full scale industrial test furnaces and boilers and first customer installations are currently operating in normal commercial applications. We have generated nominal revenues from operations to date to meet operating expenses.
We have incurred losses since inception totaling $96.7 million and we expect to experience operating losses and negative cash flow for the foreseeable future. We have historically financed our operations primarily through issuances of equity securities. As of June 30, 2024, we have raised approximately $105.2 million in gross proceeds through the sale of our equity securities. We may need to raise additional capital in the future, however, the significant volatility in the capital markets may negatively affect our ability to raise this additional capital.
In order to generate meaningful revenues, our technologies must gain market recognition and acceptance to develop sufficient recurring sales. In addition, management believes that the successful growth and operation of our business is dependent upon our ability to obtain adequate sources of funding through co-development agreements, strategic partnering agreements, or equity or debt financing to support commercialization of our 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 we will be successful in achieving our long-term plans, or that such plans, if consummated, will result in profitable operations or enable us to continue in the long-term as a going concern .
Our costs include employee salaries and benefits, compensation paid to consultants, materials and supplies for prototype development and manufacture, costs associated with development activities including materials, sub-contractors, travel and administration, legal and accounting expenses, sales and marketing costs, general and administrative expenses, and other costs associated with an early stage, publicly traded technology company. We currently have 16 full-time employees. Because using third party expertise and resources is more efficient than maintaining full time resources, we also expect to incur ongoing consulting expenses related to technology development and some administrative, sales and legal functions commensurate with our current level of activities.
The amount that we spend for any specific purpose may vary significantly, and could depend on a number of factors including, but not limited to, the pace of progress of our commercialization and development efforts, actual needs with respect to product testing, development and research, market conditions, and changes in or revisions to our sales and marketing strategies.
Research, development, and commercial acceptance of new technologies are, by their nature, unpredictable. Although we undertake development and commercialization efforts with reasonable diligence, there can be no assurance that the net proceeds from our securities offerings will be sufficient to enable us to develop our technology to the extent needed to create sufficient future sales to sustain operations. If the net proceeds from these offerings are insufficient for this purpose, we will consider other options to continue our path to commercialization,
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including, but not limited to, additional financing through follow-on equity offerings, debt financing, co-development agreements, sale or licensing of developed intellectual or other property, or other alternatives.
We cannot assure that our technologies will be accepted, that we will ever earn revenues sufficient to support our operations, or that we will ever be profitable. Furthermore, we have no committed source of financing, and we cannot assure that we will be able to raise money as and when we need it to continue our operations. If we cannot raise funds as and when we need them, we may be required to scale back our development by reducing expenditures for employees, consultants, business development and marketing efforts or to otherwise severely curtail, or even to cease, our operations.
Recent Developments
Public Offering and Concurrent Private Placement
On April 23, 2024, we completed an underwritten public offering, whereby we sold 4,620,760 shares of common stock and 5-year redeemable warrants to purchase up to 4,620,760 shares of common stock (the “Public Warrants”) (plus a 45-day option to purchase up to an additional 693,114 shares of common stock and Public Warrants to purchase up to 693,114 shares of common stock, or up to 693,114 shares of common stock only) at a price of $0.92 per set of one share of common stock and one Public Warrant. Concurrently, we completed a private placement, whereby we sold 2,249,763 shares of common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 3,155,642 shares of common stock and redeemable warrants (the “Private Warrants”) to purchase up to 8,108,106 shares of common stock. The offering prices in the private placement were $0.91 per share and $0.01 per Private Warrant, or $0.9099 per Pre-Funded Warrant and $0.01 per Private Warrant, as applicable. The redeemable warrants issued in both offerings have an exercise price equal to $1.05 per share.
In connection with this offering, we issued Public Ventures, LLC (“Public Ventures”) 5-year warrants to purchase up to 369,660 shares of common stock at an exercise price of $1.1375 per share as part of their underwriter compensation, which underwriter warrants become exercisable on October 16, 2024 (the “Underwriter Warrants”). We also issued Public Ventures 5-year warrants to purchase up to 432,432 shares of common stock at an exercise price of $1.1375 per share as part of their placement agent compensation in connection with the private placement, which warrants become exercisable on October 16, 2024 (the “Placement Agent Warrants,” and together with the Public Warrants, Private Warrants, Pre-Funded Warrants and Underwriter Warrants, the “Warrants,” and the shares issuable upon exercise of the Warrants, the “Warrant Shares”). Both sets of warrants may be exercised on a cashless basis based on a formula set forth in the respective warrants.
Subsequently, on May 15, 2024, Public Ventures exercised its option in full to purchase an additional 693,114 shares of common stock and Public Warrants to purchase up to 693,114 shares of common stock at a price of $0.92 per set of one share of common stock and one Public Warrant, in connection with which we issued Public Ventures additional Underwriter Warrants to purchase up to 55,449 shares of common stock.
The public offering and the concurrent private placement resulted in combined gross proceeds of approximately $9,300 thousand, and net proceeds of approximately $8,100 thousand. The exercise of Public Ventures’ option to purchase additional shares of common stock and Public Warrants resulted in additional gross proceeds of approximately $638 thousand.
Participation Right Exercise
On June 24, 2024, following clirSPV, LLC’s (the “SPV”) notice to exercise its participation right in connection with the underwritten public offering and concurrent private placement discussed above (See “Note 7 – Equity” for additional information), we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the SPV whereby we issued an aggregate of (i) 3,907,000 shares of common stock, (ii) Pre-Funded Warrants to purchase up to 786,000 shares of common stock, and (iii) Private Warrants to purchase up to 7,039,500 shares of common stock.
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Subsequently, on June 26, 2024, the SPV and we entered into an Amendment to the Securities Purchase Agreement (the “Amendment”) to provide for a revised allocation of the SPV’s subscription between shares of common stock and Pre-Funded Warrants in lieu thereof. Pursuant to the Amendment, the SPV subscribed for: (i) 3,350,000 shares of common stock, (ii) Pre-Funded Warrants to purchase up to 1,343,000 shares of common stock and (iii) Private Warrants to purchase up to 7,039,500 shares of common stock, for aggregate gross proceeds of approximately $4.3 million.
Nasdaq Deficiency Notice
On May 2, 2024, we received a letter (the “Notice”) from Nasdaq’s Listing Qualifications Staff (the “Staff”) indicating that, based upon our common stock’s closing bid price for the last 30 consecutive business days beginning on March 20, 2024 and ending on May 1, 2024, we no longer meet the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a period of 180 calendar days, or until October 29, 2024, in which to regain compliance. In order to regain compliance with the minimum bid price requirement, our common stock’s closing bid price must be at least $1 per share for a minimum of ten consecutive business days during this 180 day period. In the event that we do not regain compliance within this 180 day period, we may be eligible to seek an additional compliance period of 180 calendar days if we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and provide written notice to Nasdaq of our intent to cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Staff that we will not be able to cure the deficiency, or if we are not otherwise eligible, Nasdaq will provide notice to us that our common stock will be subject to delisting.
The Notice does not result in the immediate delisting of our common stock from Nasdaq, and we intend to monitor our common stock’s closing bid price and consider our available options in the event that our common stock’s closing bid price remains below $1 per share.
Amendment to Certificate of Incorporation
On June 25, 2024, we held our 2024 annual meeting of stockholders, at which our stockholders approved, among other items, an increase in the number of authorized shares of common stock available for issuance under our certificate of incorporation (as amended, the “certificate of incorporation”) to 87,500,000 shares from 62,500,000 shares previously authorized.
Accordingly, on June 25, 2024, we filed an amendment to our certificate of incorporation with the Secretary of State of the State of Delaware, reflecting the increase of our authorized shares of common stock to 87,500,000 shares, which became effective upon filing.
Critical Accounting Policies
The following discussion and analysis of financial condition and results of operations is based upon our financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. Certain accounting policies and estimates are particularly important to the understanding of our financial position and results of operations. These policies and estimates require the application of significant judgment by management. These estimates can be materially affected by changes from period to period as economic factors and conditions outside of our control change. As a result, they are subject to an inherent degree of uncertainty. In applying these policies, our management uses their judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, our observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. We believe the current
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assumptions and other considerations used to estimate amounts reflected in the condensed consolidated financial statements included in this Form 10-Q are appropriate.
This Form 10-Q and our most recent Annual Report on Form 10-K include discussions of our accounting policies, as well as methods and estimates used in the preparation of our audited consolidated financial statements. For further information on our critical accounting policies and estimates, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K, the notes to our audited consolidated financial statements included in our most recent Annual Report on Form 10-K and “Note 2 – Summary of Significant Accounting Policies” of our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. Since our most recent Annual Report on Form 10-K, we have not experienced a material change to our critical accounting policies or the methods and applications used to develop our accounting estimates.
RESULTS OF OPERATIONS
Comparison of the Three and Six Months Ended June 30, 2024 and 2023
Highlights of our quarter financial performance are as follows:
For the Three Months Ended
(in thousands, except per share data)
June 30,
2024
2023
$ Change
% Change
Revenues
$
45
$
150
$
(105)
(70.0)
%
Cost of goods sold
3
21
$
(18)
(85.8)
%
Gross profit
42
129
$
(87)
(67.5)
%
Research and development
402
187
$
215
115.0
%
General and administrative
1,777
1,571
$
206
13.2
%
Operating Expenses
2,179
1,758
$
421
24.0
%
Other income, net
265
151
$
114
75.5
%
Net loss
$
(1,872)
$
(1,478)
$
(394)
(26.7)
%
Basic and diluted net income per common share
$
(0.04)
$
(0.04)
$
(0.00)
NM
NM = Not meaningful
For the Six Months Ended
(in thousands, except per share data)
June 30,
2024
2023
$ Change
% Change
Revenues
$
1,147
$
1,044
$
103
9.9
%
Cost of goods sold
668
809
$
(141)
(17.5)
%
Gross profit
479
235
$
244
103.9
%
Research and development
683
347
$
336
96.9
%
General and administrative
3,185
3,221
$
(36)
(1.2)
%
Operating Expenses
3,868
3,568
$
300
8.4
%
Other income, net
409
426
$
(17)
(4.0)
%
Net loss
$
(2,980)
$
(2,907)
$
(73)
(2.6)
%
Basic and diluted net income per common share
$
(0.07)
$
(0.08)
$
0.01
12.5
%
Revenues and Gross Profit
Consolidated revenues for the three months ended June 30, 2024 were $45 thousand compared to $150 thousand for the same period in 2023. Revenues for the three months ended June 30, 2024 are predominantly related to engineering services provided to customers as part of contractual obligations. Revenues for the three months ended June 30, 2023 were mostly generated from a stand-alone engineering feasibility study and spare parts sale. Consolidated revenues for the six months ended June 30, 2024 were $1,147 thousand compared to $1,044 thousand for the same
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period in 2023, and were predominantly generated from our process burner line. Specifically, we shipped multiple process burners, executed consulting services, and delivered spare parts related to orders from our California refinery customer. For a different customer, an engineering study and Computational Fluid Dynamic analysis was successfully accepted by the customer, and such analysis marked completion of a contractual performance obligation for this customer per ASC 606 standards. Revenues for the six months ended June 30, 2023 were predominantly related to our process burner product line and an associated burner performance test. The associated burner performance test satisfied a contractual performance obligation, per ASC 606 standards, that required our customer to witness a successful burner performance test that met their engineering specifications.
Gross profit decreased by $87 thousand, or 67.5%, and increased by $244 thousand, or 103.9%, for the three and six months ended June 30, 2024, respectively, as compared to the same time periods in 2023. The unfavorable decrease in gross profit for the three months ended June 30, 2024 was predominantly due to lower revenues. The favorable increase in gross profit for the six months ended June 30, 2024 was mainly driven by the higher margin profile for the shipment of multiple process burners during the first quarter of 2024 as compared to the margin from a customer witness test in the same period in 2023. This margin profile difference was expected since customer witness tests typically produce lower margins.
Operating Expenses
Operating expenses consist of research and development (“R&D”) and general and administrative (“G&A”) expenses. These are addressed separately below.
Research and Development
R&D expenses increased $215 thousand, or 115%, and $336 thousand, or 96.9%, for the three and six months ended June 30, 2024, respectively, as compared to the same time periods in 2023. This unfavorable year-over-year increase in R&D expenses was mainly driven by additional head count and related benefit costs of $67 thousand and $156 thousand for the three and six months ended June 30, 2024, respectively, that did not exist in the comparable periods in 2023. In addition, we incurred an unfavorable additional year-over-year expense related to product development costs for our process burner product line for a total of $32 thousand and $143 thousand for the three and six months ended June 30, 2024, respectively.
General and Administrative
G&A expenses increased $206 thousand, or 13.2%, for the three months ended June 30, 2024, as compared to the same time period in 2023. This unfavorable increase in G&A expenses is primarily comprised of $260 thousand for vesting of restricted stock units triggered by the departure of a member of our board of directors during the three months ended June 30, 2024.
G&A expenses for the six months ended June 30, 2024, decreased by $36 thousand, or 1.2%, compared to the same period in 2023. The decrease of $135 thousand in human capital and benefit costs was primarily driven by the timing of departures and subsequent onboarding costs. The year-over-year decrease was offset by year-over-year increases in costs related to board of director departure costs of $73 thousand. We incurred board of director departure costs of $260 thousand and $187 thousand during the six months ended June 30, 2024 and 2023, respectively.
Other Income
Other income increased by $114 thousand, or 75.5%, for the three months ending June 30, 2024, as compared to the same period in 2023. The favorable increase is primarily due to $128 thousand increase in government assistance from our Department of Energy hydrogen burner development grant. This increase was partially offset by a decrease of $35 thousand for the sale of materials from the decommissioning of our Seattle office during the comparable period in 2023.
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Other income decreased $17 thousand, or 4.0%, for the six months ended June 30, 2024, compared to the same period in 2023. This unfavorable decrease was mainly due to the fact that we had received $154 thousand in connection with the decommissioning of our Seattle office during 2023, and we derived no income from this project during the comparable period in 2024. This year-over-year decrease was offset by a $148 thousand increase in government assistance related to our Department of Energy hydrogen burner project.
Net Loss
Net loss for the three months ended June 30, 2024, was $1,872 thousand compared to $1,478 thousand for the same quarter in 2023, or an approximate 26.7% increase. The $394 thousand increase is primarily attributable to the increased operating expenses noted in the above explanations.
Net loss for the six months ended June 30, 2024 was $2,980 thousand compared to $2,907 thousand for the same period in 2023, or an approximate 2.6% increase. The increase in net loss is primarily attributable to an unfavorable increase in operating expenses of $300 thousand, which was partially offset by a favorable increase in gross profit of $244 thousand, all of which are explained above.
Liquidity and Capital Resources
At June 30, 2024, our cash and cash equivalent balance totaled $15,974 thousand compared to $5,684 thousand at December 31, 2023, an increase of $10,290 thousand. The increase in cash and cash equivalent balance is primarily attributable to our public offering and concurrent private placement. See “Note 7 – Equity” for additional information.
At June 30, 2024, our current assets were in excess of current liabilities resulting in working capital of $14,906 thousand as compared to $4,253 thousand at December 31, 2023. Our 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 operations. We believe that we have alleviated the substantial doubt following the consummation of the recent underwritten public offering and concurrent private placement. See “Note 7 – Equity” for additional information.
Accordingly, we believe we have sufficient cash and expected cash collections to fund current operating expenses for over twelve months. We have no contractual debt obligations and to the extent we may require additional funds beyond twelve months from the date hereof, and customer cash collections cannot fund our needs, we may utilize equity offerings. Historically, we have funded operations predominantly through equity offerings. Until the growth of revenue increases to a level that covers operating expenses, the Company intends to continue to fund operations in this manner, although the volatility in the capital markets may negatively affect our ability to do so. As of June 30, 2024, approximately 21.3 million shares of our common stock are issuable upon exercise of the Warrants (as defined above), and we may receive up to $22.5 million in aggregate gross proceeds from the cash exercises thereof, subject to certain beneficial ownership limitations set forth therein. The Warrants require the warrant holder to tender cash upon exercise, with the exception of the Underwriter Warrants which allow the holder to exercise cashless if they so desire. These equity financial instruments may from time to time fund future cash needs, but the volatility of our stock and the risk tolerance of warrant holders will play a key role in this type of funding.
Operating activities for the six months ended June 30, 2024, resulted in cash outflows of $2,525 thousand, primarily due to the net loss for the period of $2,980 thousand, offset with non-cash expense of $519 thousand.
Operating activities for the six months ended June 30, 2023, resulted in cash outflows of $508 thousand, primarily due to the loss for the period of $2,907 thousand, offset with non-cash expenses of $471 thousand, and an increase of $1,858 thousand of contract liabilities, which represents payments from customers in advance of future project costs.
Investing activities for the six months ended June 30, 2024, resulted in cash outflows of $117 thousand, which is primarily attributable to $99 thousand of disbursements for patents and other intangible assets.
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Investing activities for the six months ended June 30, 2023, resulted in cash inflows of $1,684 thousand, which is primarily attributable to the redemption of $3,897 thousand of short-term held-to-maturity U.S. treasuries, offset by $2,162 thousand of purchases for the same type of investments.
Financing activities for the six months ended June 30, 2024, resulted in cash inflows of $12,966 thousand, which is primarily attributable to the issuance of securities in connection with the recent equity offerings (see “Note 7 – Equity” for additional information), offset by $30 thousand in disbursements for taxes paid related to vesting of employee restricted stock units.
Financing activities for the six months ended June 30, 2023, included $15 thousand in disbursements for taxes paid related to vesting of employee restricted stock units.
Off-Balance Sheet Transactions
We do not have any off-balance sheet transactions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide this information.
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