UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2013

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________ to _______________

 

Commission File Number 001-35521

 

CLEARSIGN COMBUSTION CORPORATION

(Exact name of registrant as specified in its charter)

 

WASHINGTON

(State or other jurisdiction of
incorporation or organization)

  

26-2056298

(I.R.S. Employer
Identification No.)

 

12870 Interurban Avenue South

Seattle, Washington 98168

(Address of principal executive offices)

(Zip Code)

 

(206) 673-4848

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period than the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer,” and “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨   Accelerated filer ¨
     
Non-accelerated filer ¨   Smaller reporting company x
(Do not check if a smaller reporting company)    

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨  No x

 

As of August 14, 2013 the issuer has 8,793,265 shares of common stock, par value $.0001, issued and outstanding.

 

 
 

 

TABLE OF CONTENTS

 

PART I FINANCIAL INFORMATION  
     
Item 1. Condensed Financial Statements  
     
  Condensed Balance Sheets as of June 30, 2013 and December 31, 2012 (Unaudited) 3
  Condensed Statements of Operations for the three and six months ended June 30, 2013 and 2012 and from Inception (January 23, 2008) to June 30, 2013 (Unaudited) 4
  Condensed Statement of Stockholders’ Equity from Inception (January 23, 2008) to June 30, 2013 (Unaudited) 5
  Condensed Statements of Cash Flows for the six months ended June 30, 2013 and 2012 and from Inception (January 23, 2008) to June 30, 2013 (Unaudited) 6
  Notes to Unaudited Condensed Financial Statements 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation 14
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
     
Item 4. Controls and Procedures 18
     
PART II OTHER INFORMATION  
     
Item 1. Legal Proceedings 18
     
Item 1A. Risk Factors 18
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
     
Item 3. Defaults Upon Senior Securities 18
     
Item 4. Mine Safety Disclosures 18
     
Item 5. Other Information 18
     
Item 6. Exhibits 19
     
SIGNATURES 20

 

2
 

 

PART I-FINANCIAL INFORMATION

 

ITEM 1

 

ClearSign Combustion Corporation

(a Development Stage Company)

 

Condensed Balance Sheets

(Unaudited)

 

   June 30,   December 31, 
   2013   2012 
ASSETS          
           
Current Assets:          
Cash and cash equivalents  $5,164,000   $8,027,000 
Prepaid expenses   320,000    60,000 
Total current assets   5,484,000    8,087,000 
           
Fixed assets, net   429,000    400,000 
Patents and other intangible assets   964,000    618,000 
Other assets   10,000    10,000 
           
Total Assets  $6,887,000   $9,115,000 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
Current Liabilities:          
Accounts payable  $170,000   $276,000 
Accrued compensation and taxes   483,000    168,000 
Total current liabilities   653,000    444,000 
Deferred rent   33,000    35,000 
Total liabilities   686,000    479,000 
           
Commitments and Contingencies          
           
Stockholders' Equity:          
Preferred stock, $0.0001 par value, zero shares issued and outstanding   -    - 
Common stock, $0.0001 par value, 8,793,265 and 8,752,015 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively   1,000    1,000 
Additional paid-in capital   17,641,000    17,314,000 
Deficit accumulated in the development stage   (11,441,000)   (8,679,000)
Total stockholders' equity   6,201,000    8,636,000 
           
Total Liabilities and Stockholders' Equity  $6,887,000   $9,115,000 

 

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

 

3
 

 

ClearSign Combustion Corporation

(a Development Stage Company)

 

Condensed Statements of Operations

(Unaudited)

 

                   For the Period 
                   from Inception 
                   (January 23, 
                   2008) 
   For the Three Months Ended June 30,   For the Six Months Ended June 30,   to 
   2013   2012   2013   2012   June 30, 2013 
                     
Operating expenses:                         
Research and development  $537,000   $291,000   $995,000   $555,000   $2,703,000 
General and administrative   871,000    734,000    1,774,000    1,334,000    8,770,000 
                          
Total operating expenses   1,408,000    1,025,000    2,769,000    1,889,000    11,473,000 
                          
Loss from operations   (1,408,000)   (1,025,000)   (2,769,000)   (1,889,000)   (11,473,000)
                          
Other income (expense):                         
Interest income   3,000    6,000    7,000    6,000    33,000 
Interest expense   -    (1,000)   -    (1,000)   (1,000)
                          
Total other income (expense)   3,000    5,000    7,000    5,000    32,000 
                          
Net Loss  $(1,405,000)  $(1,020,000)  $(2,762,000)  $(1,884,000)  $(11,441,000)
                          
Net Loss per share - basic and fully diluted  $(0.16)  $(0.13)  $(0.31)  $(0.29)  $(2.70)
                          
Weighted average number of shares outstanding - basic and fully diluted   8,789,433    7,705,116    8,785,413    6,429,215    4,230,622 

 

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

 

4
 

 

ClearSign Combustion Corporation

(a Development Stage Company)

 

Condensed Statement of Stockholders' Equity

(Unaudited)

For the period from Inception (January 23, 2008) to June 30, 2013

 

                       Deficit
Accumulated		     
           Common Stock       in the   Total 
   Common Stock   Class B   Additional   Development   Stockholders' 
   Shares   Amount   Shares   Amount   Paid-In Capital   Stage   Equity 
Shares issued to founders, at no cost   1,065,000   $-    476,000   $-   $33,000   $-   $33,000 
Shares issued for services ($0.02 per share)   125,000    -    -    -    2,000    -    2,000 
Shares issued for cash ($0.02 per share)   -    -    384,000    -    10,000    -    10,000 
Shares issued for cash ($1.80 per share)   467,310    -    -    -    841,000    -    841,000 
Shares issued for cash ($2.20 per share)   1,363,364    -    -    -    2,999,000    -    2,999,000 
Issuance costs   -    -    -    -    (813,000)   -    (813,000)
Shares issued in initial public offering ($4.00 per share)   3,450,000    1,000    -    -    13,799,000    -    13,800,000 
Issuance costs of initial public offering   -    -    -    -    (2,727,000)   -    (2,727,000)
Share based payments of warrants   -    -    -    -    240,000    -    240,000 
Shares issued for services ($1.80 per share)   146,644    -    -    -    264,000    -    264,000 
Shares issued for services ($2.20 per share)   733,523    -    -    -    1,614,000    -    1,614,000 
Shares issued for services ($4.00 per share)   18,000    -    -    -    72,000    -    72,000 
Shares issued for services ($4.94 per share)   20,799    -    -    -    103,000    -    103,000 
Shares issued to retire payable ($4.00 per share)   110,000    -    -    -    440,000    -    440,000 
Conversion of shares   1,075,000    -    (860,000)   -    -    -    - 
Share based compensation   177,375    -    -    -    437,000    -    437,000 
Net loss   -    -    -    -    -    (8,679,000)   (8,679,000)
                                    
Balances at December 31, 2012   8,752,015    1,000    -    -    17,314,000    (8,679,000)   8,636,000 
                                    
Shares issued for services ($5.00 per share)   30,000    -    -    -    150,000    -    150,000 
Shares issued for services ($9.12 per share)   11,250    -    -    -    102,000    -    102,000 
Share based compensation   -    -    -    -    75,000    -    75,000 
Net loss   -    -    -    -    -    (2,762,000)   (2,762,000)
                                    
Balances at June 30, 2013   8,793,265   $1,000    -   $-   $17,641,000   $(11,441,000)  $6,201,000 

 

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

 

5
 

 

ClearSign Combustion Corporation

(a Development Stage Company)

 

Condensed Statements of Cash Flows

(Unaudited)

 

           For the Period 
           from Inception 
   For the Six Months Ended June 30,   (January 23, 2008) 
   2013   2012   to June 30, 2013 
Cash flows from operating activities:               
Net loss  $(2,762,000)  $(1,884,000)  $(11,441,000)
Adjustments to reconcile net loss to net cash used in operating activities:               
Common stock issued or issuable for services   109,000    64,000    1,638,000 
Share based payments   75,000    95,000    397,000 
Depreciation   102,000    30,000    259,000 
Deferred rent   (2,000)   17,000    33,000 
Change in operating assets and liabilities:               
Prepaid expenses   (117,000)   285,000    (177,000)
Other assets   -    10,000    (10,000)
Accounts payable   (106,000)   128,000    664,000 
Accrued compensation   315,000    130,000    598,000 
Net cash used in operating activities   (2,386,000)   (1,125,000)   (8,039,000)
                
Cash flows from investing activities:               
Acquisition of fixed assets   (131,000)   (130,000)   (667,000)
Disbursements for patents and other intangible assets   (346,000)   (69,000)   (964,000)
Net cash used in investing activities   (477,000)   (199,000)   (1,631,000)
                
Cash flows from financing activities:               
Proceeds from issuance of common stock for cash, net of offering costs   -    11,200,000    14,882,000 
Proceeds from issuance of short term promissory note   -    98,000    98,000 
Principal payments on promissory notes   -    (146,000)   (146,000)
Net cash provided by financing activities   -    11,152,000    14,834,000 
                
Net increase (decrease) in cash and cash equivalents   (2,863,000)   9,828,000    5,164,000 
Cash and cash equivalents, beginning of period   8,027,000    930,000    - 
Cash and cash equivalents, end of period  $5,164,000   $10,758,000   $5,164,000 
                
Supplemental disclosure of cash flow information:               
Cash paid during the period for interest  $-   $1,000   $1,000 

 

Supplemental disclosure of non-cash investing and financing activities:

During the six months ended June 30, 2013, the Company:

•issued 30,000 shares of common stock valued at $150,000 to directors for services to be performed in 2013,
•issued 11,250 shares of common stock valued at $102,000 to a consultant for services to be performed from April to December 2013.

 

During the six months ended June 30, 2012, the Company:

•issued warrants to purchase 345,000 shares of common stock valued at $128,000 as part of an underwriting fee related to the initial public offering,
•issued 110,000 shares of common stock valued at $440,000 in partial satisfaction of an account payable,
•issued 20,799 shares of common stock valued at $103,000 to directors for services performed from April to December 2012,
•issued 18,000 shares of common stock valued at $72,000 to a consultant for services performed in 2012.

 

During the period from inception (January 23, 2008) to June 30, 2013, exclusive of the above, the Company:

•issued 263,637 shares of common stock valued at $580,000 and warrants to purchase 136,368 shares of common stock valued at $64,000 for issuance costs related to a common stock offering,
•issued 454,547 shares of common stock valued at $1,000,000 to MDB Capital Group LLC for consulting services in 2011,
•issued 52,375 shares of common stock valued at $115,000 to certain employees to partially satisfy compensation accrued at December 31, 2010,
•issued 68,091 shares of common stock valued at $126,000 in order to discharge $99,000 of common stock to be issued at December 31, 2010 and pay rent for the eight months ended August 31, 2011,
•issued 49,728 shares of common stock valued at $90,000 in order to discharge the common stock to be issued at December 31, 2010,
•canceled 5,825 shares valued at $10,000 in order to partially discharge common stock to be issued at December 31, 2010,
•made stock grants of 50,000 and 75,000 shares to an employee valued at $275,000 which is to be earned from July 2011 to September 2016,
•swapped 860,000 shares of Class B common stock held by its founding shareholders for 1,075,000 shares of common stock,
•converted a $46,000 account payable to a vendor and acquired a fixed asset valued at $2,000 through a $48,000 interest-bearing promissory note retired in 2012,
•issued 3,555 shares of common stock valued at $8,000 in partial satisfaction of an account payable,
•issued 10,834 shares of common stock valued at $20,000 in exchange for equipment,
•issued 2,000 shares of common stock valued at $4,000 to a consultant for services performed in 2011.

 

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

 

6
 

 

ClearSign Combustion Corporation

(a Development Stage Company)

Notes to Unaudited Condensed Financial Statements

 

Note 1 – Organization and Description of Business

 

ClearSign Combustion Corporation (ClearSign or the Company) is a development stage company located in Seattle, Washington and incorporated in the state of Washington on January 23, 2008. The Company was formed to design, develop and market technologies that improve both the energy efficiency and emission control characteristics of combustion systems. The Company’s Electrodynamic Combustion Control™ or ECC™ technology introduces a computer-controlled electric field into the combustion region which may better control gas-phase chemical reactions and improve system performance and cost-effectiveness.

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for Form 10-Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The condensed balance sheet at December 31, 2012 has been derived from the Company’s audited financial statements.

 

In the opinion of management, these financial statements reflect all normal recurring and other adjustments necessary for a fair presentation. These financial statements should be read in conjunction with the audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2012. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods.

 

Development Stage Enterprise

 

The Company is a development stage company as defined in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, Development Stage Entities. The Company is devoting substantially all of its present efforts to design and develop new technologies in combustion systems and its planned principal operations have not yet commenced. The Company has not generated any revenues from operations and has no assurance of any future revenues. All losses accumulated since January 23, 2008 have been considered as part of the Company's development stage activities.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

  

Cash and Cash Equivalents

 

Highly liquid investments purchased with an original maturity of three months or less are considered cash equivalents. Cash is maintained with a commercial bank where accounts are generally guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company’s deposits may at times exceed this limit.

 

7
 

 

Fixed Assets

 

Fixed assets are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the life of the lease or their useful life, whichever is shorter. All other fixed assets are depreciated over thirty months to four years. Maintenance and repairs are expensed as incurred.

 

Patents and Trademarks

 

Patents and trademarks are recorded at cost. Amortization is computed using the straight-line method over the estimated useful lives of the assets once they are awarded, which has not yet occurred.

 

Impairment of Long-Lived Assets

 

The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. As of June 30, 2013 and December 31, 2012, the Company determined that there was no impairment.

 

Fair Value of Financial Instruments

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

The Company's financial instruments primarily consist of cash and cash equivalents, accounts payable and accrued expenses. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is primarily attributed to the short maturities of these instruments. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value.

 

Research and Development

 

The cost of research and development is expensed as incurred. Research and development costs consist of salaries, benefits, share based compensation, consulting fees, rent, utilities, depreciation, and consumables.

 

Deferred Rent

 

Operating lease agreements which contain provisions for future rent increases or periods in which rent payments are reduced or abated are recorded in monthly rent expense in the amount of the total payments over the lease term divided by the number of months of the lease term. The difference between rent expense recorded and the amount paid is credited or charged to deferred rent which is reflected on the accompanying balance sheet.

 

Income Taxes

 

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

 

8
 

 

Tax benefits from an uncertain tax position are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution.

 

Stock-Based Compensation

 

The costs of all employee stock options, as well as other equity-based compensation arrangements, are reflected in the financial statements based on the estimated fair value of the awards on the grant date. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. Stock compensation for stock granted to non-employees is determined as the fair value of the consideration received or the fair value of equity instruments issued, whichever is more reliably measured.

 

Stock Issuance Costs

 

Stock issuance costs are recorded as a reduction of the related proceeds through a charge to stockholders’ equity.

 

Common Stock

 

The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied.

 

Net Loss per Common Share

 

Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive. Potentially dilutive shares outstanding amounted to 1,124,733 and 920,743 at June 30, 2013 and 2012, respectively.

 

Recently Issued Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective standards, if adopted, will have a material effect on the financial statements.

 

Emerging Growth Company

 

The Company is an emerging growth company as defined under the Jumpstart Our Business Startups Act of 2012 (JOBS Act). An emerging growth company may delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company will remain an emerging growth company until December 31, 2017, although it will lose that status sooner if its revenues exceed $1 billion, if it issues more than $1 billion in non-convertible debt in a three year period, or if the market value of its common stock that is held by non-affiliates exceeds $700 million as of any June 30.

 

9
 

 

Note 3 – Fixed Assets

 

Fixed assets are summarized as follows:

 

   June 30,   December 31, 
   2013   2012 
Machinery and equipment  $574,000   $444,000 
Office furniture and equipment   84,000    71,000 
Leasehold improvements   30,000    29,000 
Accumulated depreciation   (259,000)   (157,000)
    429,000    387,000 
Construction in progress   -    13,000 
   $429,000   $400,000 

 

Note 4 – Stockholders’ Equity

 

Common Stock and Preferred Stock

 

The Company is authorized to issue 62,500,000 shares of common stock and 2,000,000 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 Company has not issued any shares of preferred stock.

 

In April and May 2012, the Company completed an initial public offering (IPO) whereby 3,450,000 shares of common stock were issued at $4.00 per share, which included the exercise of the overallotment allowance by the underwriter, MDB Capital Group LLC (MDB). Gross proceeds from the IPO totaled $13.8 million and net cash proceeds approximated $11.2 million. Expenses of the offering approximated $2.7 million, including underwriter fees of $1.2 million paid to MDB along with a warrant to purchase 345,000 shares of ClearSign’s common stock at $5.00 per share exercisable from April 2013 to April 2017 and valued at $128,000, qualified independent underwriter fees of $110,000, underwriter legal fees of $125,000, underwriter expenses of $35,000, and issuer legal fees of $822,000, which was paid in part through the issuance of 110,000 shares of the Company’s common stock to its legal counsel at a price of $4.00 per share.

 

Equity Incentive Plan

 

The Company has an Equity Incentive Plan (the Plan) which provides for the granting of options to purchase shares of common stock, stock awards to purchase shares at no less than 85% of the value of the shares, and stock bonuses to officers, employees, board members, consultants, and advisors. The Compensation Committee of the Board of Directors is authorized to administer the Plan and establish the grant terms, including the grant price, vesting period and exercise date. As of June 30, 2013, the number of shares reserved for issuance under the Plan totaled 988,434 shares. The Plan provides for quarterly increases in the available number of authorized shares equal to the lesser of 10% of any new shares issued by the Company during the quarter immediately prior to the adjustment date or such lesser amount as the Board of Directors shall determine. 

 

In January 2013, the Company granted 203,990 stock options under the Plan to certain employees. The stock options have an exercise price of $4.88 per share, the grant date fair value, a contractual life of 10 years, and vest over four years. The fair value of stock options granted in January 2013 estimated on the date of grant using the Black-Scholes option valuation model was $302,000. The recognized compensation expense associated with these grants for the three and six months ended June 30, 2013 was $19,000 and $38,000, respectively. The following weighted-average assumptions were utilized in the calculation of the stock options:

 

10
 

 

Expected life   6.25 years 
Weighted average volatility   33%
Weighted average forfeiture rate   13%
Weighted average risk-free interest rate   1.29%
Expected dividend rate   - 

 

In January 2013, the Company granted 30,000 shares of common stock under the Plan to its three independent directors in accordance with agreements for board service in 2013. The fair value of the stock at the time of grant was $5.00 per share for a total value of $150,000 which the Company will recognize in general and administrative expense on a quarterly basis in 2013, including $37,000 and $75,000 for the three and six months ended June 30, 2013, respectively.

 

Outstanding stock option grants at June 30, 2013 and December 31, 2012 totaled 563,365 and 359,375 with 284,486 and 242,188 being vested and exercisable at June 30, 2013 and December 31, 2012, respectively. Stock grants made to date through June 30, 2013 and December 31, 2012 totaled 175,799 shares and 145,799 shares, respectively. Of these amounts, 52,000 and 60,000 at June 30, 2013 and December 31, 2012, respectively, are subject to declining repurchase rights by the Company at $0.0001 per share through September 30, 2016. The recognized compensation expense associated with these grants for the three and six months ended June 30, 2013 and 2012 and for the period from inception (January 23, 2008) to June 30, 2013 totaled $36,000, $75,000, $47,000, $95,000, and $397,000, respectively. At June 30, 2013, the number of shares reserved under the Plan but unissued totaled 249,270. At June 30, 2013, there was $428,000 of total unrecognized compensation cost related to non-vested share based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted average period of 2.9 years.

 

Consultant Stock Plan

 

On May 2, 2013, the shareholders approved the 2013 Consultant Stock Plan (the Consultant Plan) which provides for the granting of shares of common stock to consultants who provide services related to capital raising, investor relations, and making a market in or promoting the Company’s securities. The Company’s officers, employees, board members, consultants, and advisors are not entitled to receive grants from the Consultant Plan. The Compensation Committee of the Board of Directors is authorized to administer the Consultant Plan and establish the grant terms. The number of shares reserved for issuance under the Consultant Plan initially total 75,000 shares. 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 of Directors shall determine.  The Company granted 11,250 shares from the Consultant Plan to a consultant for 2013 services. The fair value of the stock at the time of grant was $9.12 per share for a total value of $102,000 which the Company will recognize in general and administrative expense on a quarterly basis over the remainder of 2013. The Consultant Plan expense for the three and six months ended June 30, 2013 was $34,000.

 

Warrants

 

The Company has the following warrants outstanding at June 30, 2013:

 

    Total Outstanding Warrants 
Exercise Price   Warrants   Weighted Average
Exercise Price		     Life
(in years)		 
$1.80    80,000   $1.80    7.64 
$2.20    136,368   $2.20    2.86 
$5.00    345,000   $5.00    3.82 
      561,368   $3.86      

 

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Note 5 – Related Party Transactions

 

For the three and six months ended June 30, 2013 and 2012 and for the period from inception (January 23, 2008) to June 30, 2013, the Company incurred consulting fees of $30,000, $60,000, $30,000, $60,000 and $359,000, respectively, to the Alternative Energy Resource Alliance, a non-profit organization whose executive director is David Goodson. In exchange, Mr. Goodson provides services as the Company’s Chief Science Officer. Mr. Goodson is a director and co-founder of the Company and, through an irrevocable trust, a significant beneficial owner of the Company's common stock.

 

Note 6 – Commitments and Contingencies

 

The Company has a triple net lease for office and laboratory space for the period November 2011 to February 2017. Under the terms of the lease, the Company paid no rent for the period November 2011 to February 2012. Rent payments commenced in March 2012 and rent escalates annually by 3%. The Company records monthly rent expense equal to the total of the payments over the lease term divided by the number of months of the lease term. Therefore, rent expense of $18,000 was accrued for the six months ended June 30, 2012 and for the six months ended June 30, 2013, the deferred rent was reduced by $1,000. Under the terms of the lease, the Company also pays monthly triple net operating costs which currently approximate $2,000 per month. Minimum future payments under these leases at June 30, 2013 are as follows:

 

2013  $54,000 
2014   111,000 
2015   115,000 
2016   118,000 
2017   20,000 
   $418,000 

 

For the three and six months ended June 30, 2013 and 2012 and for the period from inception (January 23, 2008) to June 30, 2013, rent expense amounted to $33,000, $67,000, $33,000, $69,000 and $340,000, respectively.

 

Effective January 1, 2012, the Company entered into an Employment Agreement (the Agreement) with Richard Rutkowski, its Chief Executive Officer. Unless earlier terminated, the Agreement will continue for a term of three years. Compensation includes an annual salary of $355,000 with annual cost-of-living adjustments, annual cash and equity bonuses based on performance standards established by the Compensation Committee of the Board of Directors, medical and dental benefits for Mr. Rutkowski and his family, disability insurance, and term life insurance for the benefit of his dependents. Mr. Rutkowski’s employment may be terminated by the Company without cause under certain circumstances, as defined in the Agreement. If Mr. Rutkowski’s employment is terminated without cause, a severance payment would be due in the amount of compensation that would have been due had his employment not been terminated or one year of the current annual compensation, whichever is greater.

 

The Company has agreements with its three independent directors to compensate them annually after the Company’s common stock commenced trading publicly. The obligation totals $300,000 per year of which $150,000 is to be paid with the Company’s common stock at fair value.

 

The Company’s former legal advisors, Perkins Coie LLP, previously advised the Company in March 2012 that they believe TWB Investment Partnership II, L.P., a party related to Perkins Coie LLP, has the right to acquire 25,250 shares of the Company’s common stock at $0.02 per share pursuant to an engagement letter dated December 4, 2007. The claim was denied since, among other defenses, management believes it entered into a full settlement of all amounts owed to Perkins Coie LLP in November 2011. There has been no further communication with Perkins Coie LLP regarding the matter since March 2012.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION

CONTAINED IN THIS REPORT

 

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may,” or other similar expressions in this report. In particular, these include statements relating to future actions, prospective products, applications, customers, technologies, future performance or results of anticipated products, expenses, and financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

 

·our limited cash and our history of losses;
·our ability to achieve profitability;
·our limited operating history;
·emerging competition and rapidly advancing technology in our industry that may outpace our technology;
·customer demand for the products and services we develop;
·the impact of competitive or alternative products, technologies and pricing;
·our ability to manufacture any products we develop;
·general economic conditions and events and the impact they may have on us and our potential customers;
·our ability to obtain adequate financing in the future;
·our ability to continue as a going concern;
·our success at managing the risks involved in the foregoing items; and
·other factors discussed in this report.

 

The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements included in this report. You should not place undue reliance on these forward-looking statements.

 

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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 condensed financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q as well as our audited financial statements and related notes included in our 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.

 

OVERVIEW

 

We are a development stage company located in Seattle, Washington. We were formed for the purpose of developing a technology that improves both the energy efficiency and emissions control characteristics of combustion systems. To date, our operations have been funded through sales of our common stock. We have earned no revenue since inception on January 23, 2008.

 

Plan of Operation

 

We are pursuing development of our technology to enable future sales. These activities entail laboratory research, where we have successfully demonstrated our proprietary technology operating in our research facility with thermal output of 1,000,000 BTUs per hour, and business development and marketing activities with established manufacturers and other entities that use boilers, burners, refinery heaters, and other combustion systems. We intend to create co-development collaborations which would enable us to work closely with established companies in specific industries to apply developed solutions in laboratory and field settings. In April and July 2013, we announced our intention to enter into development agreements with companies engaged in solid fuel combustion to develop solutions based on our ECC technology. A phased initial project or projects are expected to begin upon execution of definitive agreements. However, there is no assurance that terms will be reached or a final agreement executed.

 

In April and May 2012, we completed an initial public offering (IPO) of our common stock whereby we sold 3,450,000 shares of common stock at $4.00 per share, which included the exercise of the underwriter’s overallotment option, resulting in gross proceeds of $13.8 million and, after reflecting certain costs paid with common stock, net proceeds of $11.6 million. The net proceeds have been used as follows through June 30 2013: approximately $4,000,000 for the purchase of short-term certificates of deposit, $1,134,000 increased cash and money market funds, $4,857,000 for operations, $442,000 for capital expenditures primarily related to research and development machinery and equipment, $840,000 for patents, $238,000 for the payment of accrued compensation, and $129,000 for the repayment of short term indebtedness. We expect the net proceeds from the IPO to be sufficient to fund our activities at least through April 2014. Our anticipated costs include employee salaries and benefits, compensation paid to consultants, capital costs for research and other equipment, costs associated with development activities including travel and administration, legal expenses, sales and marketing costs, general and administrative expenses, and other costs associated with an early stage, publicly-traded technology company. We currently have 12.5 full-time employees and anticipate continuing to increase the number of employees as required in the areas of research and development, sales and marketing, and general and administrative functions required to support our efforts. We expect to incur consulting expenses related to technology development commensurate with our current levels and we expect to incur increasing expenses to protect our intellectual property.  We expect capital expenditures to be between $0.5 and $1.0 million annually, but these are highly dependent on the nature of the operations where co-development activities are ongoing.

 

 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 marketing strategies.

 

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Research and development of new technologies is, by its nature, unpredictable.  Although we will undertake development efforts with commercially reasonable diligence, there can be no assurance that the net proceeds from the IPO will be sufficient to enable us to develop our technology to the extent needed to create future sales to sustain operations.  If the net proceeds from the IPO are insufficient for this purpose, we will consider other options to continue our path to commercialization, including, but not limited to: additional financing through follow-on stock offerings, debt financing, co-development agreements, sale or licensing of developed intellectual or other property, or other alternatives.

 

If management is unable to implement its proposed business plan or employ alternative financing strategies, it does not presently have any alternative proposals. In that case, we may be required to scale back our development plans by reducing expenditures for employees, consultants, business development and marketing efforts, and other envisioned expenditures or curtail or even suspend our operations.   

 

We cannot assure that our technology 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 severely curtail, or even to cease, our operations.

 

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 of America. Certain accounting policies and estimates are particularly important to the understanding of our financial position and results of operations and require the application of significant judgment by our management or can be materially affected by changes from period to period in economic factors or conditions that are outside of our control. 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. See Note 2 to our unaudited condensed financial statements for a more complete description of our significant accounting policies.

 

Development Stage Enterprise. The Company is a development stage company as defined in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, Development Stage Entities. The Company is devoting substantially all of its present efforts to design and develop new technologies in combustion systems and its planned principal operations have not yet commenced. The Company has not generated any revenues from operations and has no assurance of any future revenues. All losses accumulated since January 23, 2008 have been considered as part of the Company's development stage activities.

 

Research and Development. The cost of research and development is expensed as incurred. Research and development costs consist of salaries, benefits, share based compensation, consulting fees, rent, utilities, depreciation, and consumables.

 

Stock-Based Compensation. The costs of all employee stock options, as well as other equity-based compensation arrangements, are reflected in the financial statements based on the estimated fair value of the awards on the grant date. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. Stock compensation for stock granted to non-employees is determined as the fair value of the consideration received or the fair value of equity instruments issued, whichever is more reliably measured.

 

Fair Value of Financial Instruments. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

The Company's financial instruments primarily consist of cash and cash equivalents, accounts payable and accrued expenses. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is primarily attributed to the short maturities of these instruments. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value.

 

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RESULTS OF OPERATIONS

 

Comparison of the Three and Six Months Ending June 30, 2013 and 2012 

 

Operating Expenses. Operating expenses, consisting of research and development (R&D) and general and administrative (G&A) expenses, increased by approximately $383,000 to $1,408,000 for the three months ended June 30, 2013, referred to herein as Q2 2013, compared to the same period in 2012 (Q2 2012). The Company increased its R&D expenses by $246,000 to $537,000 for Q2 2013. R&D expenses rose primarily due to increased compensation of $129,000 related to increased personnel levels, increased consumables and testing materials cost of $94,000, and $32,000 of increased depreciation expense. G&A expenses increased by $137,000 to $871,000 in Q2 2013 resulting primarily from $41,000 of increased marketing costs and the increased expense of operating as a public company which increased by $39,000 to $257,000 in Q2 2013.

 

Operating expenses increased by $880,000 to $2,769,000 for the six months ended June 30, 2013 compared to the same period in 2012. The Company increased its R&D expenses by $440,000 to $995,000 for the six months ended June 30, 2013. R&D expenses rose due primarily to increased compensation of $272,000 related to increased personnel levels, increased consumables and testing materials cost of $123,000, and $67,000 of increased depreciation expense. G&A expenses increased by $440,000 to $1,774,000 for the six months ended June 30, 2013 resulting primarily from the expense of operating as a public company which increased by $334,000 to $552,000 as well as $68,000 of increased marketing costs.

 

Loss from Operations. Due to the increase in operating expenses, our loss from operations increased during Q2 2013 by $383,000 to $1,408,000 and increased for the six months ended June 30, 2013 by $880,000 to $2,769,000.

  

Net Loss. Primarily as a result of the increase in operating expenses, our net loss for Q2 2013 was $1,405,000 as compared to a net loss of $1,020,000 for Q2 2012, resulting in an increased net loss of $385,000, and our net loss for the six months ended June 30, 2013 was $2,762,000 as compared to a net loss of $1,884,000 for Q2 2012, resulting in an increased net loss of $878,000.

 

  

Liquidity and Capital Resources

 

At June 30, 2013, our cash and cash equivalent balance totaled $5,164,000 compared to $8,027,000 at December 31, 2012. We expect this sum to be sufficient to fund our activities at least through April 2014. Although we are pursuing co-development agreements, there is no assurance that they will be adequate to fund our operations and to commercialize our technology. To the extent co-development agreement funding is insufficient to raise adequate funds, we may undertake offerings of our securities, debt financing, selling or licensing our developed intellectual or other property, or other alternatives. In that regard, the Company filed a Form S-3 shelf registration statement with the Securities and Exchange Commission (SEC) on May 6, 2013 that was declared effective on May 30, 2013. The registration statement allows the Company to offer up to an aggregate of thirty million dollars of common stock, preferred stock or warrants from time to time as market conditions permit. This equity funding would be used to enable further investment in our technology and product development and to maintain a strong balance sheet as we pursue strategic joint development and marketing relationships and prepare to pursue significant opportunities in various segments of the market. This information does not constitute an offer of any securities for sale.

 

At June 30, 2013, our current assets were in excess of current liabilities resulting in working capital of $4,831,000 compared to $7,643,000 at December 31, 2012.

 

Operating activities for the six months ended June 30, 2013 resulted in cash outflows of $2,386,000 which were due primarily to the loss for the period of $2,762,000, offset by net changes in working capital, exclusive of cash, of $92,000 related primarily to an increase in accrued compensation, services paid with common stock and stock options of $184,000, and other non-cash expenses of $100,000. Operating cash outflows for the six months ended June 30, 2012 of $1,125,000 were primarily due to the loss for the period of $1,884,000, offset by net changes in working capital, exclusive of cash, of $553,000 related primarily to capitalized costs associated with our IPO, $159,000 of services paid with common stock and stock options, and other non-cash expenses of $47,000.

 

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Investing activities for the six months ended June 30, 2013 resulted in cash outflows of $477,000 for acquisition of fixed assets and development of patents and other intangible assets. Investing activities for the six months ended June 30, 2012 resulted in cash outflows of approximately $199,000 for acquisition of fixed assets and development of patents and other intangible assets.

 

There were no financing activities for the six months ended June 30, 2013. Financing activities for the six months ended June 30, 2012 resulted in $11,152,000 of cash inflows from the IPO of approximately $11,200,000 offset by extinguishment of debt totaling $48,000 from the IPO proceeds.

 

Off-Balance Sheet Transactions

 

We do not have any off-balance sheet transactions.

 

Trends, Events and Uncertainties

 

Our former legal advisors, Perkins Coie LLP, previously advised us in March 2012 that they believe TWB Investment Partnership II, L.P., a party related to Perkins Coie LLP, has the right to acquire 25,250 shares of our common stock at $0.02 per share pursuant to an engagement letter dated December 4, 2007. We denied the claim since, among other defenses, we believe we entered into a full settlement of all amounts owed to Perkins Coie LLP in November 2011. There has been no further communication with Perkins Coie LLP regarding the matter since March 2012.

 

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company we are not required to provide this information.

 

ITEM 4.CONTROLS AND PROCEDURES

 

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Act”) is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has concluded that, as of June 30, 2013, our disclosure controls and procedures are effective.

 

There have been no material changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II-OTHER INFORMATION

 

ITEM 1.LEGAL PROCEEDINGS

 

Not applicable.

 

ITEM 1A.RISK FACTORS

 

We incorporate herein by reference the risk factors included under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012 which we filed with the Securities and Exchange Commission on February 22, 2013.

 

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

In November 2011 we filed a registration statement, number 333-177946, with the Securities and Exchange Commission to register an offering of 3 million shares of our common stock, with an option granted to the underwriter to sell an additional 450,000 shares of our common stock (the “overallotment”). The registration statement was declared effective on April 24, 2012. The offering closed on April 30, 2012 and the offering of the overallotment closed on May 15, 2012. The common stock was offered at a price of $4.00 per share. All of the shares of common stock, including the overallotment, were sold. We raised a total of $13,800,000 in gross proceeds in the offering and received approximately $11,200,000 after expenses. Through June 30, 2013, the net proceeds from the offering were used as follows: approximately $4,000,000 for the purchase of short-term certificates of deposit, $1,134,000 increased cash and money market funds, $4,857,000 for operations, $442,000 for capital expenditures primarily related to research and development machinery and equipment, $840,000 for patents, $238,000 for the payment of accrued compensation, and $129,000 for the repayment of short term indebtedness. None of the proceeds were used for construction of plant, building and facilities, the purchase of real estate, or the acquisition of any business.

 

On May 2, 2013, we issued 11,250 shares of common stock having a value of $102,000 to John McFarland, an investor relations consultant, in exchange for services rendered and to be rendered in 2013. We relied on Section 4(2) of the Securities Act of 1933 (the “Act”) in issuing the common stock inasmuch as there was no form of general solicitation or general advertising in the offer and sale of the securities and we provided to Mr. McFarland access to the information that registration would otherwise provide.

 

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

 

Not applicable

 

ITEM 4.MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.OTHER INFORMATION

 

Not applicable.

 

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ITEM 6. EXHIBITS

 

Exhibit

Number

  

 

Document

     
3.1   Articles of Incorporation of ClearSign Combustion Corporation, amended on February 2, 2011 (1)
     
3.1.1   Articles of Amendment to Articles of Incorporation of ClearSign Combustion Corporation filed on December 22, 2011 (1)
     
3.2   Bylaws (1)
     
31.1   Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
     
31.2   Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
     
32.1   Section 1350 Certification of Chief Executive Officer and Chief Financial Officer*
     
101   The following financial statements from the registrant’s Quarterly Report on Form 10-Q for the six months ended June 30, 2013, formatted in XBRL: (i) Condensed Balance Sheets (Unaudited); (ii) Condensed Statements of Operations (Unaudited); (iii) Condensed Statement of Stockholders’ Equity (Unaudited); (iv) Condensed Statements of Cash Flows (Unaudited); (v) Notes to Unaudited Condensed Financial Statements.*

 

*Filed herewith

 

(1) Incorporated by reference from the registrant’s registration statement on Form S-1, as amended, file number 333-177946, originally filed with the Securities and Exchange Commission on November 14, 2011.

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  CLEARSIGN COMBUSTION CORPORATION
  (Registrant)
   
Date: August 14, 2013 By: /s/ Richard F. Rutkowski
    Richard F. Rutkowski
    Chief Executive Officer
     
  By: /s/ James N. Harmon
    James N. Harmon
    Chief Financial Officer

 

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