x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
WASHINGTON (State or other jurisdiction of incorporation or organization) | | 26-2056298 (I.R.S. Employer Identification No.) |
Large accelerated filer ¨ | | Accelerated filer ¨ |
| | |
Non-accelerated filer ¨ | | Smaller reporting company x |
(Do not check if a smaller reporting company) | | |
PART I | FINANCIAL INFORMATION | 3 |
| | |
Item 1. | Condensed Financial Statements | |
| | |
| Condensed Balance Sheets as of September 30, 2013 and December 31, 2012 (Unaudited) | 3 |
| | |
| Condensed Statements of Operations for the three and nine months ended September 30, 2013 and 2012 and for the period from Inception (January 23, 2008) to September 30, 2013 (unaudited) | 4 |
| | |
| Condensed Statement of Stockholders’ Equity for the period from Inception (January 23, 2008) to September 30, 2013 (Unaudited) | 5 |
| | |
| Condensed Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 and for the period from Inception (January 23, 2008) to September 30, 2013 (Unaudited) | 6 |
| | |
| Notes to Unaudited Condensed Financial Statements | 7 |
| | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 19 |
| | |
Item 4. | Controls and Procedures | 19 |
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PART II | OTHER INFORMATION | 19 |
| | |
Item 1. | Legal Proceedings | 19 |
| | |
Item 1A. | Risk Factors | 19 |
| | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
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Item 3. | Defaults Upon Senior Securities | 19 |
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Item 4. | Mine Safety Disclosures | 19 |
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Item 5. | Other Information | 19 |
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Item 6. | Exhibits | 20 |
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SIGNATURES | 21 |
2 | ||
| | September 30, | | December 31, | | ||
| | 2013 | | 2012 | | ||
ASSETS | | | | | | | |
Current Assets: | | | | | | | |
Cash and cash equivalents | | $ | 3,989,000 | | $ | 8,027,000 | |
Prepaid expenses | | | 225,000 | | | 60,000 | |
Total current assets | | | 4,214,000 | | | 8,087,000 | |
| | | | | | | |
Fixed assets, net | | | 416,000 | | | 400,000 | |
Patents and other intangible assets | | | 1,216,000 | | | 618,000 | |
Other assets | | | 10,000 | | | 10,000 | |
| | | | | | | |
Total Assets | | $ | 5,856,000 | | $ | 9,115,000 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | |
| | | | | | | |
Current Liabilities: | | | | | | | |
Accounts payable | | $ | 205,000 | | $ | 276,000 | |
Accrued compensation and taxes | | | 706,000 | | | 168,000 | |
Total current liabilities | | | 911,000 | | | 444,000 | |
Deferred rent | | | 33,000 | | | 35,000 | |
Total liabilities | | | 944,000 | | | 479,000 | |
| | | | | | | |
Commitments and Contingencies | | | | | | | |
| | | | | | | |
Stockholders' Equity: | | | | | | | |
Preferred stock, $0.0001 par value, zero shares issued and outstanding | | | - | | | - | |
Common stock, $0.0001 par value, 8,810,674 and 8,752,015 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | | | 1,000 | | | 1,000 | |
Additional paid-in capital | | | 17,715,000 | | | 17,314,000 | |
Deficit accumulated in the development stage | | | (12,804,000) | | | (8,679,000) | |
Total stockholders' equity | | | 4,912,000 | | | 8,636,000 | |
| | | | | | | |
Total Liabilities and Stockholders' Equity | | $ | 5,856,000 | | $ | 9,115,000 | |
3 | ||
| | For the Three Months Ended September 30, | | For the Nine Months Ended September 30, | | For the Period from Inception (January 23, 2008) to September 30, | | |||||||||
| | 2013 | | 2012 | | 2013 | | 2012 | | 2013 | | |||||
| | | | | | | | | | | | | | | | |
Co-development revenue | | $ | 50,000 | | $ | - | | $ | 50,000 | | $ | - | | $ | 50,000 | |
Cost of co-development revenue | | | 34,000 | | | - | | | 34,000 | | | - | | | 34,000 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 16,000 | | | - | | | 16,000 | | | - | | | 16,000 | |
| | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Research and development | | | 470,000 | | | 331,000 | | | 1,466,000 | | | 887,000 | | | 3,174,000 | |
General and administrative | | | 911,000 | | | 811,000 | | | 2,685,000 | | | 2,145,000 | | | 9,681,000 | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 1,381,000 | | | 1,142,000 | | | 4,151,000 | | | 3,032,000 | | | 12,855,000 | |
| | | | | | | | | | | | | | | | |
Loss from operations | | | (1,365,000) | | | (1,142,000) | | | (4,135,000) | | | (3,032,000) | | | (12,839,000) | |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 3,000 | | | 10,000 | | | 10,000 | | | 16,000 | | | 36,000 | |
Interest expense | | | - | | | - | | | - | | | (1,000) | | | (1,000) | |
| | | | | | | | | | | | | | | | |
Total other income (expense) | | | 3,000 | | | 10,000 | | | 10,000 | | | 15,000 | | | 35,000 | |
| | | | | | | | | | | | | | | | |
Net Loss | | $ | (1,362,000) | | $ | (1,132,000) | | $ | (4,125,000) | | $ | (3,017,000) | | $ | (12,804,000) | |
| | | | | | | | | | | | | | | | |
Net Loss per share - basic and fully diluted | | $ | (0.15) | | $ | (0.13) | | $ | (0.47) | | $ | (0.42) | | $ | (2.89) | |
| | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding - basic and fully diluted | | | 8,801,402 | | | 8,752,015 | | | 8,790,801 | | | 7,209,133 | | | 4,432,985 | |
4 | ||
| | | | Common Stock | | | | Deficit Accumulated 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 | |
Shares issued upon exercise of warrant ($2.20 per share) | | | 17,409 | | | - | | | - | | | - | | | 39,000 | | | - | | | 39,000 | |
Share based compensation | | | - | | | - | | | - | | | - | | | 110,000 | | | - | | | 110,000 | |
Net loss | | | - | | | - | | | - | | | - | | | - | | | (4,125,000) | | | (4,125,000) | |
| | | | | | | | | | | | | | | | | | | | | | |
Balances at September 30, 2013 | | | 8,810,674 | | $ | 1,000 | | | - | | $ | - | | $ | 17,715,000 | | $ | (12,804,000) | | $ | 4,912,000 | |
5 | ||
| | For the Nine Months Ended September 30, | | For the Period from Inception (January 23, 2008) to | | |||||
| | 2013 | | 2012 | | September 30, 2013 | | |||
Cash flows from operating activities: | | | | | | | | | | |
Net loss | | $ | (4,125,000) | | $ | (3,017,000) | | $ | (12,804,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | |
Common stock issued or issuable for services | | | 181,000 | | | 119,000 | | | 1,710,000 | |
Share based payments | | | 110,000 | | | 116,000 | | | 432,000 | |
Depreciation | | | 154,000 | | | 60,000 | | | 311,000 | |
Abandonment of capitalized patent | | | 4,000 | | | - | | | 4,000 | |
Deferred rent | | | (2,000) | | | 18,000 | | | 33,000 | |
Change in operating assets and liabilities: | | | | | | | | | | |
Prepaid expenses | | | (94,000) | | | 323,000 | | | (154,000) | |
Other assets | | | - | | | 10,000 | | | (10,000) | |
Accounts payable | | | (71,000) | | | 156,000 | | | 699,000 | |
Accrued compensation | | | 538,000 | | | 301,000 | | | 821,000 | |
Net cash used in operating activities | | | (3,305,000) | | | (1,914,000) | | | (8,958,000) | |
| | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | |
Acquisition of fixed assets | | | (170,000) | | | (286,000) | | | (706,000) | |
Disbursements for patents and other intangible assets | | | (602,000) | | | (242,000) | | | (1,220,000) | |
Net cash used in investing activities | | | (772,000) | | | (528,000) | | | (1,926,000) | |
| | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | |
Proceeds from issuance of common stock for cash, net of offering costs | | | 39,000 | | | 11,200,000 | | | 14,921,000 | |
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 | | | 39,000 | | | 11,152,000 | | | 14,873,000 | |
| | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (4,038,000) | | | 8,710,000 | | | 3,989,000 | |
Cash and cash equivalents, beginning of period | | | 8,027,000 | | | 930,000 | | | - | |
| | | | | | | | | | |
Cash and cash equivalents, end of period | | $ | 3,989,000 | | $ | 9,640,000 | | $ | 3,989,000 | |
| | | | | | | | | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | |
Cash paid during the period for interest | | $ | - | | $ | 1,000 | | $ | 1,000 | |
| During the nine months ended September 30, 2013, the Company: |
| • | issued 30,000 shares of common stock valued at $150,000 to directors for services to be performed in 2013, and |
| • | 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 nine months ended September 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, and |
| • | 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 September 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, and |
| • | issued 2,000 shares of common stock valued at $4,000 to a consultant for services performed in 2011. |
6 | ||
7 | ||
8 | ||
9 | ||
| | September 30, | | December 31, | | ||
| | 2013 | | 2012 | | ||
Machinery and equipment | | $ | 596,000 | | $ | 444,000 | |
Office furniture and equipment | | | 91,000 | | | 71,000 | |
Leasehold improvements | | | 30,000 | | | 29,000 | |
Accumulated depreciation | | | (311,000) | | | (157,000) | |
| | | 406,000 | | | 387,000 | |
Construction in progress | | | 10,000 | | | 13,000 | |
| | $ | 416,000 | | $ | 400,000 | |
10 | ||
Expected life | 6.25 years | |
Weighted average volatility | 33% | |
Forfeiture rate | 13% | |
Weighted average risk-free interest rate | 1.29% | |
Expected dividend rate | - | |
11 | ||
| | | Total Outstanding Warrants | | |||||
Exercise Price | | Warrants | | Weighted Average Exercise Price | | Life (in years) | | ||
$ | 1.80 | | 80,000 | | $ | 1.80 | | 7.39 | |
$ | 2.20 | | 118,959 | | $ | 2.20 | | 2.61 | |
$ | 5.00 | | 345,000 | | $ | 5.00 | | 3.57 | |
| | | 543,959 | | $ | 3.92 | | | |
2013 | | $ | 27,000 | |
2014 | | | 111,000 | |
2015 | | | 115,000 | |
2016 | | | 118,000 | |
2017 | | | 20,000 | |
| | $ | 391,000 | |
12 | ||
13 | ||
| ⋅ | 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. |
14 | ||
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
15 | ||
16 | ||
17 | ||
18 | ||
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | OTHER INFORMATION |
19 | ||
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 nine months ended September 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.* |
20 | ||
| CLEARSIGN COMBUSTION CORPORATION | |
| (Registrant) | |
| | |
Date: November 11, 2013 | By: | /s/ Richard F. Rutkowski |
| | Richard F. Rutkowski |
| | Chief Executive Officer |
| | |
| By: | /s/ James N. Harmon |
| | James N. Harmon |
| | Chief Financial Officer |
21 | ||
1. | I have reviewed this quarterly report on Form 10-Q of ClearSign Combustion Corporation; |
| |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15-d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 11, 2013 | |
| | |
| /s/ Richard F. Rutkowski | |
| Richard F. Rutkowski | |
| Chief Executive Officer (Principal Executive | |
| Officer) | |
1. | I have reviewed this quarterly report on Form 10-Q of ClearSign Combustion Corporation; |
| |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15-d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 11, 2013 | |
| | |
| /s/ James N. Harmon | |
| James N. Harmon | |
| Chief Financial Officer (Principal Financial and Accounting | |
| Officer) | |
| Date: November 11, 2013 | |
| | |
| /s/ Richard F. Rutkowski | |
| Richard F. Rutkowski | |
| Chief Executive Officer (Principal Executive Officer) | |
| | |
| /s/ James N. Harmon | |
| James N. Harmon | |
| Chief Financial Officer (Principal Financial and Accounting | |
| Officer) | |
Stockholders' Equity (Tables)
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9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2013
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Stockholders' Equity Note [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following weighted-average assumptions were utilized in the calculation of the fair value of the stock options:
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Schedule of Share-based Compensation, Activity [Table Text Block] | The Company has the following warrants outstanding at September 30, 2013:
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