What changed in this filing

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Item 1. Financial Statements

2022-10-31 compared with 2022-07-28 · 112 added, 88 removed, 433 unchanged (32% of the section changed)

2 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets

8 unchanged sentences

Stockholders’ Equity

Preferred stock, $ 0.001 par value, 10,000,000 authorized shares, 0 shares issued and outstanding at June 30, 2022 and December 31, 2021

Common stock, $ 0.001 par value, 13,500,000 shares authorized, 11,009,000 shares and 9,759,223 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

Preferred stock, $ 0.001 par value, 10,000,000 authorized shares, 0 shares issued and outstanding at September 30, 2022 and December 31, 2021

Common stock, $ 0.001 par value, 13,500,000 shares authorized, 11,539,932 shares and 9,759,223 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating Expenses

24 unchanged sentences

Accumulated preferred stock dividend

Additional deemed dividend on preferred stock due to the beneficial conversion feature

Deemed additional dividend on preferred stock dividend due to the beneficial conversion feature

Net Loss Attributable to Common Stockholders

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$ ( 6,109,389 )

Net Loss Per Common Share

Basic and Diluted

Net Loss Per Common Share, Basic and Diluted

Weighted Average Number of Common Shares Outstanding

Basic and Diluted

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

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

Operating Activities

16 unchanged sentences

Financing Activities

Net proceeds from issuances of common stock

Net proceeds from issuances of common stock and exercise of stock options

Net Cash Provided by Financing Activities

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Balance - January 1, 2022

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$ ( 140,543,444 )

Shares issued - registered offerings - net of offering costs

Shares issued to consultant for services

Stock-based compensation

Net loss for the three months ended September 30, 2022

( 2,037,530 )

Balance - September 30, 2022

$ 173,077,225

$ ( 142,580,974 )

LIGHTBRIDGE CORPORAT ION

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Preferred Stock

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$ ( 131,167,596 )

Conversion of 16,026 preferred shares to 1,846 common shares

Conversion of 16,026 preferred shares to 1,846 shares of common shares

Shares issued to consultant for services

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$ ( 132,777,693 )

Conversion of 20,085 preferred shares to 2,382 shares of common shares

Shares issued - registered offerings - net of offering costs

Shares issued to consultant for services

Stock-based compensation

Net loss for the three months ended September 30, 2021

( 1,912,255 )

Balance - September 30, 2021

$ 150,163,990

$ ( 134,689,948 )

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

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Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America, including a summary of the Company’s significant accounting policies, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive condensed consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K for the year ended December 31, 2021.

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three and six-month periods have been made.

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three and nine-month periods have been made.

Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

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Going Concern, Liquidity and Management’s Plan

The Company’s available working capital at June 30, 2022 and as of the date of this filing, exceeds its currently anticipated expenditures through the second quarter of 2023.

The Company’s available working capital at September 30, 2022 and as of the date of this filing, exceeds its currently anticipated expenditures through the third quarter of 2023.

However, there are inherent uncertainties in forecasting future expenditures, especially forecasting for uncertainties such as future research and development (R&D) costs and other cash outflows, as well as how the COVID-19 outbreak, including the emergence and spread of variant strains of the virus, may affect future costs and operations.

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To the extent any uncertainties reduce the Company’s liquidity for the next 12 months, the Company will consider, if available, additional debt or equity raises and delaying certain expenditures, including R&D expenses, until sufficient capital becomes available.

At June 30, 2022, the Company had $ 29.3 million in cash and had a working capital surplus of $ 29.2 million.

The Company’s net cash used in operating activities for the six months ended June 30, 2022 was $ 3.1 million, and current projections indicate that the Company will have continued negative cash flows from operations for the foreseeable future.

Net losses incurred for the six months ended June 30, 2022 and 2021 amounted to $ 3.6 million for each period.

As of June 30, 2022, the Company had an accumulated deficit of $ 140.5 million, representative of recurring losses since inception.

At September 30, 2022, the Company had $ 31.3 million in cash and had a working capital surplus of $ 30.4 million.

The Company’s net cash used in operating activities for the nine months ended September 30, 2022 was $ 4.1 million, and current projections indicate that the Company will have continued negative cash flows from operations for the foreseeable future.

Net loss incurred for the nine months ended September 30, 2022 amounted to $ 5.6 million.

As of September 30, 2022, the Company had an accumulated deficit of $ 142.6 million, representative of recurring losses since inception.

The Company will continue to incur losses because it is in the early research and development stage of developing its nuclear fuel.

The Company’s plans to fund future operations include:

(1) raising additional capital through future equity issuances or convertible debt financings;

(1) raising additional capital through future equity issuances or debt financings;

(2) additional funding through new relationships to help fund future R&D costs;

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Certain Risks, Uncertainties and Concentrations

The Company will need additional funding by way of a combination of strategic alliances, government grants, further offerings of equity securities, or an offering of debt securities in order to support its future R&D activities required to further enhance and complete the development of its fuel products to a proof-of-concept stage and a commercial stage thereafter.

The Company will need additional funding by way of a combination of strategic alliances, government grants, further offerings of equity securities, or an offering of debt securities or other debt financing in order to support its future R&D activities required to further enhance and complete the development of its fuel products to a proof-of-concept stage and a commercial stage thereafter.

There can be no assurance that the Company will be able to successfully continue to conduct its operations if there is a lack of financial resources available in the future to continue its fuel development activities, and a failure to do so would have a material adverse effect on the Company’s future R&D activities, financial position, results of operations, and cash flows.

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The Company may also be subject to various additional political, economic, and other uncertainties.

On January 30, 2020, the World Health Organization (WHO) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risk to the international community as the virus spread globally beyond its point of origin.

In March 2020, the WHO classified the COVID-19 outbreak a pandemic, based on increased exposure globally.

The current spread of COVID-19, including the emergence and spread of variant strains of the virus, that is impacting global economic activity and market conditions could lead to adverse changes in the Company’s ability to conduct R&D activities with the United States national labs and others.

The COVID-19 outbreak impacted our business operations and results of operations for the years ended December 31, 2021 and 2020, which resulted in a delay of our R&D work and reduction of R&D expenses and an increase in general and administrative expenses due to severance payments to former employees.

However, the effects of the pandemic are fluid and changing rapidly, including with respect to vaccine and treatment developments and deployment and potential mutations of COVID-19.

While the Company continues to monitor the impact of COVID-19 on its business, the Company is unable to accurately predict the ultimate impact on future results of operations, financial condition and liquidity that COVID-19 will have due to various uncertainties, including the geographic spread of the virus, the severity of the disease, the duration of the outbreak, and actions that may be taken by governmental authorities and other third parties.

Cash and Cash Equivalents

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Treasury Bills to maturity.

Treasury Bills held by the Company totaled $ 14.0 million and $ 9.0 million at June 30, 2022 and December 31, 2021, respectively.

The remaining cash balances of $ 15.3 million and $ 15.7 million at June 30, 2022 and December 31, 2021, respectively, are on deposit with one prominent financial institution.

Treasury Bills held by the Company totaled $ 20.0 million and $ 9.0 million at September 30, 2022 and December 31, 2021, respectively.

The remaining cash balances of $11.3 million and $ 15.7 million at September 30, 2022 and December 31, 2021, respectively, are on deposit with two prominent financial institutions.

Contributed Services - Research and Development

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The principal market used to arrive at fair value is the market in which the Company operates.

The Company recognized contributed services - research and development of $ 0.1 million and $ 0.2 million for the three months and six months ended June 30, 2022 and the three months and six months ended June 30, 2021.

The Company recognized contributed services - research and development of $ 0.1 million and $ 0.3 million for the three months and nine months ended September 30, 2022 and $ 0.3 million and $ 0.5 million for the three months and nine months ended September 30, 2021.

Costs for filing and legal fees for trademark applications are capitalized.

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The Company performed an impairment test in the fourth quarter of 2021 and no impairment of the trademarks was identified.

As of June 30, 2022 and December 31, 2021, the carrying value of trademarks was $ 0.1 million.

As of September 30, 2022 and December 31, 2021, the carrying value of trademarks was $ 0.1 million.

In accordance with ASU 2016-02, Leases (Topic 842) , which requires recognition of most lease arrangements on the balance sheet, the Company recognizes operating lease right of use assets and liabilities at commencement date based on the present value of the future minimum lease payments over the lease term.

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Lease expense is recognized on a straight-line basis over the lease term.

The Company has only one lease for office rent and the lease is for a term of 12 months without renewal options.

The Company has only one lease for office space and the lease is for a term of 12 months without renewal options.

See Note 4 for additional information.

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This ASU is effective for annual periods beginning after December 15, 2021, with early adoption permitted.

The adoption of this standard did not materially impact the Company’s consolidated financial statements in 2022.

The adoption of this standard did not materially impact the Company’s condensed consolidated financial statements in 2022.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the complexity associated with applying U.S.

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Adoption is either through a modified retrospective method or a full retrospective method of transition.

The adoption of this standard will not materially impact the Company’s consolidated financial statements in 2022.

The Company does not currently have any transaction or instruments to which this standard applies.

If, in the future, the Company issues new convertible debt, new warrants or certain other instruments, the standard may have a material effect, but this cannot be determined at this time.

The FASB issued ASU No.

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Net loss attributable to common stockholders

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Potential common share issuances

Weighted-average common shares outstanding

Incremental dilutive shares from equity instruments (treasury stock method)

Weighted-average common shares outstanding- diluted

Diluted net loss per share

The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company's losses for the three and six months ended June 30, 2022 and 2021 and because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company's common stock:

Three and Six Months Ended

The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses for the three and nine months ended September 30, 2022 and 2021 and because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock:

September 30,

Warrants outstanding

6 unchanged sentences

Accounts payable and accrued liabilities consisted of the following (dollars in millions):

September 30,

Trade payables

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The future minimum lease payments required under the non-cancellable operating leases for 2022 total approximately $ 23,000 .

Total rent expense for the three and six months ended June 30, 2022 was approximately $ 23,000 and $ 47,000 , respectively.

Total rent expense for the three and six months ended June 30, 2021 was approximately $ 31,000 and $ 62,000 , respectively.

Total rent expense for the three and nine months ended September 30, 2022 was approximately $ 23,000 and $ 70,000 , respectively.

Total rent expense for the three and nine months ended September 30, 2021 was approximately $ 30,000 and $ 91,000 , respectively.

Research and Development Costs

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The DOE incurred payment obligations to Battelle, related to the work done under the GAIN voucher.

As of December 31, 2021, the total final project amount recorded as contributed services - research and development was approximately $ 0.5 million.

During the three and six months ended June 30, 2021, the Company recorded approximately $ 0.1 million and $ 0.2 million of contributed services - research and development for the work that was completed by Battelle.

As of December 31, 2021, the total final project amount recorded as contributed services - research and development was $ 0.5 million.

During the three and nine months ended September 30, 2021, the Company recorded $ 0.3 million and $ 0.4 million of contributed services - research and development for the work that was completed by Battelle.

On March 25, 2021, the Company was awarded a second voucher from the DOE’s GAIN program to support development of Lightbridge Fuel™ in collaboration with the Pacific Northwest National Laboratory (PNNL).

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On July 14, 2021, the Company executed a CRADA with the Battelle Memorial Institute, Pacific Northwest Division, the operating contractor of the PNNL, in collaboration with the DOE.

The total project value is approximately $ 0.7 million, with three-quarters of this amount expected to be paid by DOE for the scope of work performed by Battelle and the remaining amount provided by Lightbridge, by providing in-kind services to the project.

The total project value is $ 0.7 million, with three-quarters of this amount expected to be paid by DOE for the scope of work performed by Battelle and the remaining amount provided by Lightbridge, by providing in-kind services to the project.

The project commenced in the third quarter of 2021 and is expected to be completed by the end of 2022.

During the three and six months ended June 30, 2022, the Company recorded approximately $ 0.1 million and $ 0.2 million of contributed services - research and development, respectively, for the work that was completed by Battelle.

During the three and nine months ended September 30, 2022, the Company recorded $ 0.1 million and $ 0.3 million of contributed services - research and development, respectively, and during the three and nine months ended September 30, 2021, the Company recorded $ 21,000 for the work that was completed by Battelle.

The contributed services - research and development for both GAIN vouchers were recorded in the Other Operating Income section of the condensed consolidated statement of operations and the corresponding amount was recorded as research and development expenses.

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Capitalized costs are required to be amortized over five years (15 years for expenditures attributable to foreign research).

Due to the Company’s future significant R&D expenses, the impact of this tax law change will mean that a significant portion of our total operating expenses will be taken as a deduction over a 5-year period rather than be currently deductible.

The Company does not expect to pay cash taxes as a result of this change as our remaining operating expenses after excluding R&D expenses are significant and the Company expects to continue to generate losses for tax purposes.

Stockholders’ Equity and Stock-Based Compensation

At June 30, 2022, the Company had 11,009,000 common shares outstanding (including outstanding RSAs totaling 188,588 shares).

Also outstanding were stock options relating to 520,565 shares of common stock and performance-based RSA awards of 188,588 shares, all totaling 11,718,153 shares of common stock and all common stock equivalents, outstanding at June 30, 2022.

The performance-based RSA awards of 188,588 shares are not included as common stock outstanding due to managements’ probability assessment of not meeting the performance-based milestone at June 30, 2022.

At September 30, 2022, the Company had 11,539,932 common shares outstanding (including outstanding RSAs totaling 188,588 shares).

Also outstanding were stock options relating to 525,903 shares of common stock and performance-based RSA awards of 188,588 shares, all totaling 12,254,423 shares of common stock and all common stock equivalents, outstanding at September 30, 2022.

At December 31, 2021, the Company had 9,759,223 common shares outstanding (including outstanding RSAs totaling 188,588 shares).

Also outstanding were warrants relating to 45,577 shares of common stock, stock options relating to 538,713 shares of common stock and performance-based RSA awards of 188,588 shares, all totaling 10,532,101 shares of common stock and all common stock equivalents, outstanding at December 31, 2021.

The performance-based RSA awards of 188,588 shares were not included as common stock outstanding due to managements’ probability assessment of not meeting the performance-based milestone at December 31, 2021.

Common Stock Equity Offerings

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The Company records its ATM sales on a settlement date basis.

The Company sold approximately 1.2 million shares under the ATM for the six months ended June 30, 2022 resulting in net proceeds of approximately $ 7.6 million under the November 19, 2021 prospectus supplement.

No ATM sales occurred during the six months ended June 30, 2021.

The Company sold approximately 0.5 million and 1.8 million shares, respectively, under the ATM for the three and nine months ended September 30, 2022 resulting in net proceeds of approximately $ 3.0 million and $ 10.6 million, respectively, under the November 19, 2021 prospectus supplement.

For the three and nine months ended September 30, 2021, the Company sold 0.6 million shares, resulting in net proceeds of $ 3.4 million.

Preferred Stock Equity Offerings

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Based on the $ 7.57 closing stock price on December 3, 2021, the Company recorded to additional paid-in capital a deemed dividend of $ 1.8 million at the date of the exchange.

The Company did not have any outstanding warrants as of June 30, 2022 and had 45,577 outstanding warrants as of December 31, 2021.

The Company did not have any outstanding warrants as of September 30, 2022 and had 45,577 outstanding warrants as of December 31, 2021.

The 45,577 warrants that were issued to investors on November 17, 2014, entitling the holders to purchase 45,577 common shares in the Company at an exercise price of $ 138.60 per common share, expired on May 16, 2022.

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Stock Options

During the six months ended June 30, 2022, the Company issued 13,514 stock options to one consultant.

These options were assigned a fair value of $ 3.70 per share (total fair value of $ 50,000 ).

During the nine months ended September 30, 2022, the Company issued 18,852 stock options to two consultants.

These options were assigned a weighted average fair value of $ 3.98 per share.

The value was determined using the Black-Scholes pricing model.

The following assumptions for this option grant were used in the Black-Scholes pricing model:

The following assumptions for these option grants were used in the Black-Scholes pricing model:

Expected volatility

97.58 %- 115.37

Risk free interest rate

1.02 %- 3.275

Dividend yield rate

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Closing price per share - common stock

Stock options issued to the Company’s employees, directors and consultants are summarized as follows for the six months ended June 30, 2022:

$ 5.93 - $ 6.27

Stock options issued to the Company’s employees, directors and consultants are summarized as follows for the nine months ended September 30, 2022:

Weighted Average Exercise Price

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Beginning of the year - January 1, 2022

End of the period – June 30, 2022

End of the period - September 30, 2022

Options exercisable

A summary of the Company’s non-vested options as of June 30, 2022 and December 31, 2021, and changes during the six months ended June 30, 2022, is presented below:

A summary of the Company’s non-vested options as of September 30, 2022 and December 31, 2021, and changes during the nine months ended September 30, 2022, is presented below:

Weighted Average Exercise Price

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Non-vested - December 31, 2021

Non-vested– June 30, 2022

The above tables include stock options issued and outstanding as of June 30, 2022 as follows:

Non-vested- September 30, 2022

The above tables include stock options issued and outstanding as of September 30, 2022 as follows:

A total of 339,855 incentive stock options and non-qualified 10 -year options have been issued, and are outstanding, to the directors, officers, and employees at exercise prices of $ 3.82 to $ 75.60 per share.

From this total, 127,299 options are held by the Chief Executive Officer, who is also a director.

All options issued to directors, officers, and employees, including those issued to our Chief Executive Officer, have a remaining contractual life ranging from 2.77 years to 7.43 years.

From this total, 127,299 options are held by the Company’s Chief Executive Officer, who is also a director.

All options issued to directors, officers, and employees, including those issued to the Company’s Chief Executive Officer, have a remaining contractual life ranging from 2.52 years to 7.17 years.

A total of 186,048 non-qualified 2 to 10 -year options have been issued, and are outstanding, to consultants at exercise prices of $ 3.82 to $ 75.60 per share and have a remaining contractual life ranging from 0.61 years to 9.92 years.

As of June 30, 2022, there was approximately $ 29,000 of total unrecognized compensation cost related to non-vested stock options granted under the plans.

That cost is expected to be recognized over a weighted-average period of approximately 1.74 years.

For stock options outstanding at June 30, 2022, the intrinsic value was $ 61,000 .

The following table provides certain information with respect to the above-referenced stock options that were outstanding and exercisable at June 30, 2022:

As of September 30, 2022, there was approximately $ 48,000 of total unrecognized compensation cost related to non-vested stock options granted under the plans.

That cost is expected to be recognized over a weighted-average period of 2.26 years.

For stock options outstanding at September 30, 2022, the intrinsic value was $ 54,000 .

The following table provides certain information with respect to the above-referenced stock options that were outstanding and exercisable at September 30, 2022:

Stock Options Outstanding

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Common Share Issuances

For the six months ended June 30, 2022 and 2021, the Company issued 4,058 and 5,347 common shares, respectively, to its investor relations firm for services provided during the period.

For the nine months ended September 30, 2022 and 2021, the Company issued 7,276 and 7,382 common shares, respectively, to its investor relations firm for services provided during the period.

Restricted Stock Awards

On November 18, 2021, the Board of Directors approved an equity grant of 188,588 RSAs, with a grant date fair value of approximately $ 2 .0 million, to all of the Company’s employees and two consultants, valued at the stock price on the grant date of $ 10.69 per share.

On November 18, 2021, the Board of Directors approved an equity grant of 188,588 RSAs, with a grant date fair value of $ 2.0 million, to all of the Company’s employees and two consultants, valued at the stock price on the grant date of $ 10.69 per share.

These RSAs contain a performance-based accelerated vesting provision and a service-based vesting provision, with the service-based vesting provision being one-third vesting on each of the first three anniversaries of the date of grant.

As of June 30, 2022 and December 31, 2021, the Company had deemed it not probable that the performance-based vesting provision would be met.

These 188,588 shares were included in the total outstanding common shares at June 30, 2022 and December 31, 2021 and compensation expense will be recognized straight line over the three-year vesting period.

A total of $0.4 million of compensation expense was recorded for the six months ended June 30, 2022.

Also on November 18, 2021, there was an additional performance-based equity grant of 188,588 RSAs, with a grant date fair value of approximately $ 2 million, with immediate vesting upon the Company completing a business acquisition in 2022, subject to certain target financial performance metrics.

As of September 30, 2022 and December 31, 2021, the Company had deemed it not probable that the performance-based vesting provision would be met.

These 188,588 shares were included in the total outstanding common shares at September 30, 2022 and December 31, 2021 and compensation expense will be recognized straight line over the three-year vesting period.

A total of $0.5 million of compensation expense was recorded for the nine months ended September 30, 2022 .

Also on November 18, 2021, there was an additional performance-based equity grant of 188,588 RSAs, with a grant date fair value of $ 2 million, with immediate vesting upon the Company completing a business acquisition in 2022, subject to certain target financial performance metrics.

The RSAs were valued at the stock price on the grant date of $ 10.69 per share.

This RSA grant, based on managements’ probability assessment of meeting this milestone at June 30, 2022 and December 31, 2021, was not probable of being met and no stock-based compensation expense was recorded for the six months ended June 30, 2022 and for the year ended December 31, 2021.

These 188,588 RSAs were not included in the total outstanding common shares, on the accompanying balance sheets and changes in statements of stockholders’ equity at June 30, 2022 and December 31, 2021.

The Company will reassess the probability of achieving this performance condition at each reporting period in 2022 and record the approximately $2 million as an expense as well as include these performance-based RSAs in the total outstanding common shares, if there is a change to management’s assessment that it is probable that this performance-condition will be met.

This RSA grant, based on managements’ probability assessment of meeting this milestone at September 30, 2022 and December 31, 2021, was not probable of being met and no stock-based compensation expense was recorded for the nine months ended September 30, 2022 and for the year ended December 31, 2021.

These 188,588 RSAs were not included in the total outstanding common shares, on the accompanying balance sheets and changes in statements of stockholders’ equity at September 30, 2022 and December 31, 2021.

The Company has been assessing the probability of achieving this performance condition at each reporting period in 2022 and will record the $2 million as an expense as well as include these performance-based RSAs in the total outstanding common shares, if there is a change to management’s assessment that it is probable that this performance-condition will be met .

The following summarizes the Company’s RSAs activity:

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Total RSAs forfeited

Total unvested RSAs outstanding at June 30, 2022

Scheduled vesting for outstanding RSAs with service conditions at June 30, 2022 is as follows:

Total unvested RSAs outstanding at September 30, 2022

Scheduled vesting for outstanding RSAs with service conditions at September 30, 2022 is as follows:

Year Ending December 31,

Scheduled vesting

As of June 30, 2022, there was approximately $ 1.6 million of total unrecognized compensation cost related to these unvested RSAs compensation arrangements.

The compensation expense will be recognized on a straight-line basis over the three-year vesting period.

The components of total stock-based compensation expense included in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 are as follows (dollars in millions):

For the Three Months Ended June 30,

For the Six Months Ended June 30,

As of September 30, 2022, there was $ 1.4 million of total unrecognized compensation cost related to these unvested RSAs compensation arrangements The compensation expense is recognized on a straight-line basis over the three-year vesting period and the total unrecognized compensation is expected to be recognized over a weighted-average period of 2.13 years.

The components of total stock-based compensation expense included in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021 are as follows (dollars in millions):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

General and administrative expenses

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(“WDHT”), an organization with a social media network platform dealing with the climate crisis, pursuant to which WDHT will provide a variety of climate-change related consulting services to the Company and the Company agreed to pay a monthly membership fee of $ 1,200 to WDHT through and including December 2022.

Chakraborty, a member of the Company’s Board of Directors, is also the President and Executive Board Member of WDHT.

For the three months and six-months ended June 30, 2022, the Company incurred $ 3,600 and $ 7,200 , respectively, in dues paid to WDHT.

In addition, for the three months and six-months ended June 30, 2022, the Company incurred $ 35,000 and $ 85,000 , respectively, in fees to WDHT to attend two conferences in which the Company participated with WDHT to promote the Company’s nuclear fuel.

Sweta Chakraborty, a member of the Company’s Board of Directors, is also the President and Executive Board Member of WDHT.

For the three months and nine-months ended September 30, 2022, the Company incurred $ 3,600 and $ 10,800 , respectively, in dues paid to WDHT.

In addition, for the three months and nine-months ended September 30, 2022, the Company incurred $ 35,000 and $ 85,000 , respectively, in fees to WDHT to attend two conferences in which the Company participated with WDHT to promote the Company’s nuclear fuel.

Subsequent Events

Sales under the 2021 ATM that were made from July 1, 2022 to July 28, 2022 were approximately 70,000 shares that totaled net proceeds of approximately $ 0.3 million.

Equity Transactions

Sales under the 2021 ATM that were made from October 1, 2022 to the date of filing were approximately 41,000 shares common stock that totaled net proceeds of approximately $ 0.2 million.

Increase in Authorized Common Shares

On October 27, 2022, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada, increasing the number of shares of common stock the Company is authorized to issue from 13,500,000 shares to 25,000,000 shares, with a par value of $ 0.001 per share.

FORWARD-LOOKING STATEMENTS

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any statements regarding future economic conditions or performance;

uncertainties related to conducting business in foreign countries;

any statements about future financings and liquidity;

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our ability to fund our future operations, including general corporate overhead and outside research and development costs, and continue as a going concern;

the demand for fuel for nuclear reactors, including small modular reactors (SMRs), and our ability to attract new customers;

the demand for fuel for nuclear reactors, including small modular reactors, and our ability to attract new customers;

our ability to manage the business effectively in a rapidly evolving market;

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the other risks identified in Item 1A.

Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Report for the quarter ended March 31, 2022.

Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Reports for the quarters ended March 31, 2022 and June 30, 2022.

Most of these factors are beyond our ability to predict or control and you should not put undue reliance on any forward-looking statement.

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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