What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-08-14 · 129 added, 85 removed, 460 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30,

Current Assets:

6 unchanged sentences

Patents and other intangible assets, net

LIABILITIES AND EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

10 unchanged sentences

Preferred stock, $ 0.0001 par value, zero shares issued and outstanding

Common stock, $ 0.0001 par value, 50,205,657 and 38,687,061 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

Common stock, $ 0.0001 par value, 50,234,407 and 38,687,061 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

1 unchanged sentence

Accumulated deficit

Total Liabilities and Equity

Total stockholders' equity

Total Liabilities and Stockholders' Equity

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

3 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Cost of goods sold

4 unchanged sentences

Loss from operations

Other income, net

Interest income

Government assistance

1 unchanged sentence

Other income, net

Total other income

Total other income, net

Net loss per share - basic and fully diluted

1 unchanged sentence

Comprehensive loss

Foreign-exchange translation adjustments

Foreign-exchange translation adjustments, net of taxes

Comprehensive loss

2 unchanged sentences

Condensed Consolidated Statements of Stockholders’ Equity

For the Three Month Periods During the Six Months Ended June 30, 2024 and 2023

Total ClearSign

For the Three Month Periods During the Nine Months Ended September 30, 2024 and 2023

Accumulated Other

Technologies Corp.

(in thousands, except per share data)

2 unchanged sentences

Paid-In Capital

Income (Loss)

Balances at December 31, 2023

2 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

ClearSign Technologies Corporation and Subsidiary

Condensed Consolidated Statements of Stockholders’ Equity

For the Three Month Periods During the Six Months Ended June 30, 2024 and 2023

Total ClearSign

For the Three Month Periods During the Nine Months Ended September 30, 2024 and 2023

Accumulated Other

Technologies Corp.

(in thousands, except per share data)

2 unchanged sentences

Paid-In Capital

Income (Loss)

Balances at December 31, 2022

9 unchanged sentences

Balances at June 30, 2023

Share-based compensation

Shares issued for services ($ 0.66 per share)

Foreign-exchange translation adjustment

Balances at September 30, 2023

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:

13 unchanged sentences

Prepaid expenses and other assets

Accounts payable and accrued liabilities

Accounts payable, accrued liabilities, and lease liabilities

Accrued compensation and related taxes

24 unchanged sentences

Note 1 – Organization and Description of Business

ClearSign Technologies Corporation (“ClearSign” or the “Company”) designs and develops products and technologies that have been shown to significantly improve key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety, and overall cost-effectiveness.

ClearSign Technologies Corporation (“ClearSign” or the “Company”) designs and develops products and technologies for the purpose of decarbonization and improving key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety, and overall cost-effectiveness.

The Company’s patented technologies are designed to be embedded in established original equipment manufacturers (“OEM”) products as ClearSign Core™ and ClearSign Eye™ and other sensing configurations in order to enhance the performance of combustion systems and fuel safety systems in a broad range of markets.

6 unchanged sentences

Through ClearSign Asia Limited, the Company has established a wholly foreign owned enterprise (“WFOE”) in China – ClearSign Combustion (Beijing) Environmental Technologies Co., LTD.

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

A dormancy filing allows the Company to keep its China legal entity in a suspended status for up to three years .

The Company can revive its China operations at any time during those three years with minimal cost impact.

Based on the Company’s current project plans, it expects to file for dormancy on or near December 31, 2024.

Unless otherwise stated or the context otherwise requires, the terms “we,” “us,” “our,” “ClearSign” and the “Company” refer to ClearSign Technologies Corporation and its subsidiary, ClearSign Asia Limited.

9 unchanged sentences

Intercompany balances and transactions have been eliminated in consolidation.

The Annual Report on Form 10-K filed with the SEC on April 1, 2024, contained a “going concern” note, which raised substantial doubt about our ability to continue operations.

The Annual Report on Form 10-K filed with the SEC on April 1, 2024, contained a “going concern” note, which raised substantial doubt about our ability to continue as a going concern.

We believe that we have alleviated the substantial doubt by selling equity securities on April 23, 2024, May 15, 2024, and June 24, 2024, which resulted in aggregate gross proceeds of approximately $ 14.2 million and net proceeds of approximately $ 13.0 million, after broker discounts and related fees.

Refer to “Note 7 – Equity” for further details about the offerings effectuated during the three months ended June 30, 2024.

Refer to “Note 7 – Equity” for further details about the offerings effectuated during the nine months ended September 30, 2024.

Use of Estimates

5 unchanged sentences

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, 2024, the Company received zero and $ 107 thousand, respectively, from these arrangements.

During the three and six months ended June 30, 2023, the Company did no t receive funds from these arrangements.

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

During the three and nine months ended September 30, 2023, the Company received $ 60 thousand from these arrangements.

Foreign Operations

The accompanying unaudited condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 include assets amounting to approximately $ 262 thousand and $ 334 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 $ 161 thousand has been paid as of June 30, 2024.

It is always possible that unanticipated events in foreign countries could disrupt the Company’s operations, and since the first quarter of 2020, this has been the case with the effects of the COVID-19 pandemic.

The accompanying unaudited condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 include assets amounting to approximately $ 209 thousand and $ 334 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 September 30, 2024.

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.

A dormancy filing allows the Company to keep its China legal entity in a suspended status for up to three years .

The Company can revive its China operations at any time during those three years with minimal cost impact.

Based on the Company’s current project plans, it expects to file for dormancy on or near December 31, 2024.

We will incur one-time non-recurring costs related to this project for severance and related benefit costs, equipment disposal and shipment costs, and legal filing fees.

During the three months ended September 30, 2024, we recorded a one-time non-recurring $ 394 thousand accrual estimate related to our decision to suspend our China operations.

Recently Issued Accounting Pronouncements

8 unchanged sentences

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

The FASB issued ASU 2023-09 to enhance the transparency and decision-making usefulness of income tax disclosures by requiring additional information on an entity's tax rate reconciliation, as well as income taxes paid.

The FASB issued ASU 2023-09 to enhance the transparency and decision-making usefulness of income tax disclosures by requiring additional information on an entity's tax rate reconciliation, as well as

income taxes paid.

ASU 2023-09 is effective for our reporting period beginning January 1, 2025.

2 unchanged sentences

Fixed assets are summarized as follows:

September 30,

(in thousands)

1 unchanged sentence

Leasehold improvements

Construction in progress

Accumulated depreciation and amortization

Operating lease ROU assets, net

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 six months ended June 30, 2023 was $ 41 thousand and $ 81 thousand, respectively.

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

Depreciation expense for the three and nine months ended September 30, 2023 was $ 41 thousand and $ 122 thousand, respectively.

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

During the three months ended June 30, 2024 and 2023, the Company renewed its Beijing, China lease for 13 months with monthly rent at approximately $ 3 thousand.

As a result of these renewals, the Company increased the right of use (“ROU”) asset and lease liability by $ 32 thousand and $ 34 thousand during the three months ended June 30, 2024 and 2023, respectively.

During the nine months ended September 30, 2024 and 2023, the Company renewed its Beijing, China lease for 13 months with monthly rent at approximately $ 3 thousand.

As a result of these renewals, the Company increased the right-of-use (“ROU”) asset and lease liability by $ 32 thousand and $ 34 thousand during the nine months ended September 30, 2024 and 2023, respectively.

The Company exited our long term Seattle operating lease on September 30, 2023.

During October 2023, the Company entered into a sub-lease agreement to rent office space in Seattle for approximately $ 2 thousand per month for twelve months .

We renewed the twelve month Seattle sub-lease during October 2024 with substantially the same terms.

The Tulsa and Beijing leases are classified as operating leases, with remaining terms ranging from less than twelve months to approximately four years ;

1 unchanged sentence

These leases are normal and customary for office space, in that, contractual guarantees exist requiring the lessee return the premises to its original functional state.

The Company did no t incur restoration expenses for the three and six months ended June 30, 2024.

The Company incurred $ 29 thousand and $ 31 thousand for the three and six months ended June 30, 2023, respectively.

The Company did no t incur restoration expenses for the three and nine months ended September 30, 2024.

The Company did no t incur restoration expenses for the three months ended September 30, 2023, and incurred $ 31 thousand for the nine months ended September 30, 2023.

The Tulsa lease contains fixed annual lease payments that increase annually by 2 %.

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

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

Operating lease costs for the three and six months ended June 30, 2023 were $ 34 thousand and $ 82 thousand, respectively.

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

Operating lease costs for the three and nine months ended September 30, 2023 were $ 35 thousand and $ 117 thousand, respectively.

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

September 30,

(in thousands)

6 unchanged sentences

Weighted average discount rate:

Supplemental cash flow information related to leases is as follows:

For the Six Months Ended

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

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 lease liabilities as of June 30, 2024 are as follows:

Minimum future payments under the Company’s operating lease liabilities as of September 30, 2024 are as follows:

(in thousands)

2024 (remaining 3 months)

At June 30, 2024, $ 18 thousand of our future minimum lease payments represents interest.

At September 30, 2024, $ 15 thousand of our future minimum lease payments represents interest.

Note 4 – Patents and Other Intangible Assets

Patents and other intangible assets are summarized as follows:

September 30,

(in thousands)

4 unchanged sentences

Accumulated amortization

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

Amortization expense for the three and six months ended June 30, 2023 was $ 37 thousand and $ 77 thousand, respectively.

Future amortization expense associated with issued patents and registered trademarks as of June 30, 2024 is as follows:

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

Amortization expense for the three and nine months ended September 30, 2023 was $ 32 thousand and $ 109 thousand, respectively.

Future amortization expense associated with issued patents and registered trademarks as of September 30, 2024 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, 2024 and 2023, the Company assessed its patent and trademark assets for impairment.

The Company did no t incur impairment costs for the three and six months ended June 30, 2024, and incurred $ 14 thousand impairment costs for the three and six months ended June 30, 2023.

During the three and nine months ended September 30, 2024 and 2023, the Company assessed its patent and trademark assets for impairment.

The Company incurred $ 17 thousand impairment costs for the three and nine months ended September 30, 2024.

The Company did no t incur impairment costs for the three months ended September 30, 2023, and incurred $ 14 thousand impairment costs for the nine months ended September 30, 2023.

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

2 unchanged sentences

Note 5 – Revenue, Contract Assets and Contract Liabilities

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.

These products and services constitute performance obligations per Accounting Standards Codification (“ASC”) 606.

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 Computational Fluid Dynamic 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 per Accounting Standards Codification (“ASC”) 606.

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 computational fluid dynamic analysis, and fulfilled multiple spare parts orders.

These products and services constitute performance obligations per ASC 606.

The Company recognized $ 150 thousand of revenues and $ 21 thousand of cost of goods sold during the three months ended June 30, 2023.

The revenue and cost of goods sold relate to an engineering feasibility study and spare parts order.

The Company recognized $ 1,044 thousand of revenues and $ 809 thousand of cost of goods sold during the six months ended June 30, 2023.

The revenue and cost of goods sold relate predominantly to the Company’s process burner product line, where the Company successfully completed a burner performance customer witness test, which represented a contractual performance obligation per ASC 606.

The Company had contract assets of $ 5 and $ 188 thousand at June 30, 2024 and December 31, 2023, respectively.

The Company had contract liabilities of $ 825 thousand and $ 1,116 thousand at June 30, 2024 and December 31, 2023, respectively.

Of the $ 1,116 thousand contract liability balance at December 31, 2023, the Company recognized revenue of zero and $ 253 thousand during the three and six months ended June 30, 2024, respectively.

The Company recognized $ 85 thousand of revenues and $ 61 thousand of cost of goods sold during the three months ended September 30, 2023.

The revenue and cost of goods sold relate to a sale of our boiler burner product line.

The Company recognized $ 1,129 thousand of revenues and $ 870 thousand of cost of goods sold during the nine months ended September 30, 2023.

The revenue and cost of goods sold predominantly relate to the Company’s process burner product line, where the Company successfully completed a burner performance customer witness test, which represented a contractual performance obligation per ASC 606.

The Company had contract assets of $ 149 thousand and $ 188 thousand at September 30, 2024 and December 31, 2023, respectively.

The Company had contract liabilities of $ 174 thousand and $ 1,116 thousand at September 30, 2024 and December 31, 2023, respectively.

Of the $ 1,116 thousand contract liability balance at December 31, 2023, the Company recognized revenue of $ 772 thousand and $ 1,025 thousand during the three and nine months ended September 30, 2024, respectively.

Note 6 – Product Warranties

A summary of the Company’s warranty liability activity, which is included in accrued liabilities in the accompanying consolidated balance sheets as of June 30, 2024 and December 31, 2023, is as follows:

A summary of the Company’s warranty liability activity, which is included in accrued liabilities in the accompanying consolidated balance sheets as of September 30, 2024 and December 31, 2023, is as follows:

September 30,

(in thousands)

5 unchanged sentences

The Company is authorized to issue 87.5 million shares of common stock and 2.0 million shares of preferred stock.

Preferences, limitations, voting powers and relative rights of any preferred stock to be issued may be determined by the Company’s Board of Directors (the “Board”).

Preferences, limitations, voting powers and relative rights of any preferred stock to be issued may be determined by the Board.

The Company has not issued any shares of preferred stock.

9 unchanged sentences

however, the Sales Agreement remains in full force and effect.

During the six months ended June 30, 2024, the Company issued zero shares of its common stock from the ATM program.

As of June 30, 2024, the Company has cumulatively issued approximately 1.6 million shares of common stock under the ATM program, at an average price of $ 3.84 per share.

During the nine months ended September 30, 2024, the Company issued zero shares of its common stock from the ATM program.

As of September 30, 2024, the Company has cumulatively issued approximately 1.6 million shares of common stock under the ATM program, 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.

55 unchanged sentences

The Participation Right Warrants have the same terms as the Private Warrants noted above.

The Participation Right Pre-Funded Warrants have the same terms as the Pre-Funded Warrants noted above, except that, in accordance with the terms of the Participation Right Pre-Funded Warrants, the Company is prohibited from effecting an exercise that would result in beneficial ownership exceeding 19.99 %.

The Participation Right Pre-Funded Warrants have the same terms as the Private Pre-Funded Warrants noted above, except that, in accordance with the terms of the Participation Right Pre-Funded Warrants, the Company is prohibited from effecting an exercise that would result in beneficial ownership exceeding 19.99 %.

The shares of common stock, Participation Right Pre-Funded Warrants, and Participation Right Warrants issued in the Participation Right have been classified and recorded as part of stockholders’ equity.

11 unchanged sentences

Warrants & Pre-Funded Warrants

The following table summarizes the Warrants (as defined above) and Pre-Funded Warrants (as defined above) activity and outstanding balance as of June 30, 2024, along with the associated weighted average exercise price and weighted average remaining life.

The following table summarizes the Warrants (as defined above) and Pre-Funded Warrants (as defined above) activity and outstanding balance as of September 30, 2024, along with the associated weighted average exercise price and weighted average remaining life.

Pre-Funded Warrants (1)

16 unchanged sentences

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, 2024 totaled $ 28 thousand and $ 50 thousand, respectively.

Compensation expense associated with stock option awards for the three and six months ended June 30, 2023 totaled $ 46 thousand and $ 90 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.

Compensation expense associated with stock option awards for the three and nine months ended September 30, 2023 totaled $ 42 thousand and $ 132 thousand, respectively.

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

September 30,

( in thousands, except per share data )

6 unchanged sentences

Exercisable at end of period

The estimated aggregate pretax intrinsic value of the Company’s outstanding vested stock options at June 30, 2024 is $ 19 thousand.

The estimated aggregate pretax intrinsic value of the Company’s outstanding vested stock options at September 30, 2024 is $ 21 thousand.

The intrinsic value is the difference between the Company’s common stock price and the option exercise prices multiplied by the number of in-the-money options.

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

At June 30, 2024, there was $ 357 thousand of total unrecognized compensation cost related to non-vested stock option-based compensation arrangements.

At September 30, 2024, there was $ 315 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

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.

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, and totaled $ 112 thousand.

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

During the three and nine months ended September 30, 2023, compensation expense for these options was zero .

During the nine months ended September 30, 2023, the Company granted non-qualified stock options to its Director of Customer Relationships and Business Development to purchase an aggregate of 150 thousand shares of common stock with an exercise price of $ 1.31 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 $ 160 thousand.

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

During the three and six months ended June 30, 2023, compensation expense for these options was zero .

The compensation expense recognized for these awards for the three and nine months ended September 30, 2023 was $ 62 thousand.

During the three months ended December 30, 2023, two -thirds of these inducement options were forfeited upon the departure of the Director of Customer Relationships and Business Development.

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

5 unchanged sentences

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’s accrued reserve for RSU share-based compensation is $ 29 thousand and $ 9 thousand for the six months ended June 30, 2024 and 2023, respectively.

The Company accrued taxes for RSU share-based compensation of $ 38 thousand and $ 15 thousand for the nine months ended September 30, 2024 and 2023, respectively.

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 ASC Topic 718 , “Compensation-Stock Compensation” (“ASC 718”).

Total unrecognized compensation expense for director services as of June 30, 2024 was $ 426 thousand.

Total unrecognized compensation expense for director services as of September 30, 2024 was $ 501 thousand.

Director compensation is earned on a quarterly basis with the target value of compensation set at $ 79 thousand per quarter, assuming four directors;

2 unchanged sentences

and two committee members for each of the three committees.

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

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

September 30,

( in thousands, except per share data )

5 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 )

3 unchanged sentences

The awards are granted from the 2021 Plan.

For the Six Months Ended

For the Nine Months Ended

September 30,

( in thousands, except per share data )

Weighted Average Value Per Share

For the three months ended for June 30, 2024 and 2023, the Company issued zero stock awards respectively.

For the three months ended for September 30, 2024 and 2023, the Company issued zero stock awards respectively.

Consultant Stock Plan

3 unchanged sentences

The Consultant Plan provides for quarterly increases in the available number of authorized shares equal to the lesser of 1 % of any new shares issued by the Company during the quarter immediately prior to the adjustment date or such lesser amount as the Board shall determine.

The Consultant Plan activity and change is as follows:

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 )

4 unchanged sentences

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.

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, 2024 and 2023, as the result would be anti-dilutive:

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 nine months ended September 30, 2024, the Company included Pre-Funded Warrants to purchase shares of common stock in its computation of net loss per share.

The Pre-Funded Warrants were issued in April and June 2024 with an exercise price of $0.0001 (See "Note 7 - Equity" for additional information).

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, 2024 and 2023, 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, 2024, the Company recognized $ 168 thousand and $ 216 thousand in reimbursements from the DOE, respectively.

During the three and six months ended June 30, 2023, the Company recognized zero and $ 69 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.

During the three and nine months ended September 30, 2023, the Company recognized $ 26 thousand and $ 95 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, 2024, the Company recognized $ 16 thousand and $ 47 thousand in government assistance from this program, respectively.

During three and six months ended June 30, 2023, the Company recognized $ 14 thousand and $ 38 thousand in government assistance from this program, respectively.

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

During three and nine months ended September 30, 2023, the Company recognized $ 12 thousand and $ 51 thousand in government assistance from this program, respectively.

Note 11 – Subsequent Events

34 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