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Research and Development | 9 Months Ended
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Sep. 30, 2025
Research and Development [Abstract] |
Research and Development |
| 6. | Research and Development
The Company constructs, develops and tests the AOT technologies with internal resources and through the assistance of various third-party entities. Costs incurred and expensed include fees such as license fees, purchase of test equipment, pipeline pumping equipment, crude oil tank batteries, viscometers, SCADA systems, computer equipment, payroll and other related equipment and various logistical expenses for the purposes of evaluating and testing the Company’s AOT prototypes. Costs incurred for research and development are expensed as incurred. Purchased materials that do not have an alternative future use are also expensed. Furthermore, costs incurred in the construction of prototypes with no certainty of any alternative future use and established commercial uses are also expensed. For the nine-month periods ended September 30, 2025 and 2024 research and development costs were $1,395,000 and $143,000, respectively. For the three-month periods ended September 30, 2025 and 2024 research and development costs were $1,244,000 and $48,000, respectively. AOT Prototypes During the periods ended September 30, 2025 and 2024, the Company incurred total expenses of $697,000 and $2,000, respectively, in the manufacture and testing of the AOT prototype equipment. These expenses have been reflected as part of Research and Development expenses on the accompanying condensed consolidated statements of operations. Temple University Licensing Agreements On August 1, 2011, QS Energy, Inc. (the “Company”) (formerly “Save The World Air, Inc.”) entered into two Exclusive License Agreements with Temple University (“Temple”). One license agreement covered technology associated with an electric and/or magnetic field assisted fuel injector system (referred to as the “AOT-2 Agreement”) and one license agreement covered technology to reduce crude oil viscosity (referred to as the “AOT-1 Agreement,” and together, the “License Agreements”). The License Agreements provide the Company with exclusive, worldwide rights to Temple’s patents, patent applications, and technical information related to the respective technologies. Pursuant to the original terms of the License Agreements, the Company paid Temple a non-refundable license maintenance fee of $300,000 and agreed to pay (i) annual maintenance fees of $187,500, (ii) royalty fees ranging from 4% to 7% on net sales and extended term net sales, and (iii) 25% of all revenues generated from sublicenses. Effective as of September 26, 2025, the parties executed Amendment No. 1 to the AOT-2 Agreement and Amendment No. 2 to the AOT-1 Agreement, under which they agreed that total outstanding fees due to Temple through July 31, 2025, were $2,236,000 and $931,000, respectively, for an aggregate amount of $3,167,000 (collectively, the “Outstanding Amounts”). The Outstanding Amounts are required to be paid within 15 days of the effective date of the respective amendments, or October 11, 2025. As of the date of this filing, the Outstanding Amounts have not been paid to Temple. As of September 30, 2025 and December 31, 2024, total unpaid fees due to Temple under the License Agreements amounted to $3,167,000 and $2,433,000, respectively, which are included in accounts payable – license agreements in the accompanying condensed consolidated balance sheets. Under the amended agreements, royalty rates are structured as follows: 7% on the first $20 million of applicable net sales, 6% on sales between $20 million and $40 million, 5% on sales between $40 million and $100 million, and 4% on sales in excess of $100 million. These rates apply both during the initial term of the agreements and throughout the “Extended Term,” defined as a period of at least ten (10) years beginning upon the expiration of the last to expire patent (including continuations, extensions, and foreign counterparts), or upon early termination, whichever occurs earlier. During the Extended Term, royalties remain payable on all extended term net sales, regardless of patent expiration or the existence of valid claims. The amended agreements also clarified that the Company shall retain exclusive rights to any improvements developed solely by the Company during or after the Extended Term, and Temple shall have no ownership interest in such improvements. Notwithstanding this, the Company remains obligated to pay royalties on such sales during the Extended Term. For the nine-month periods ended September 30, 2025 and 2024, total expenses recognized under the License Agreements amounted to $698,000 and $141,000, respectively, and are included in research and development expenses on the accompanying condensed consolidated statements of operations. In addition, the Company recognized penalty interest on past due balances of $36,000 and $36,000 for the nine-month periods ended September 30, 2025 and 2024, respectively, which is included in interest and financing expense. No revenues were recognized from these License Agreements during the nine-month periods ended September 30, 2025 and 2024.

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- Definition The entire disclosure for research, development, and computer software activities, including contracts and arrangements to be performed for others and with federal government. Includes costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility and in-process research and development acquired in a business combination consummated during the period. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 985 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/985-20/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 730 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483041/730-20-50-1 + Details
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