LIGHTBRIDGE Corp 10-K

ITEM 9A. CONTROLS AND PROCEDURES Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022 (as such term is defined in Rule 13a-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. 34 Table of Contents Based upon this evaluation, our management concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective due to the material weakness described below. Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, utilizing the criteria in the Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control-Integrated Framework (2013). Based on its assessment, our management determined that, as of December 31, 2022, the Company’s internal control over financial reporting was not effective due to the material weakness described below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. In management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2022, management determined that there were control deficiencies concerning the accounting procedures that support the financial reporting process related to recording accounts payable invoices that were received and approved for payment, and such control deficiencies aggregated to a material weakness. Remediation Plan The Company’s management, with the oversight of the Audit Committee, has evaluated the material weakness described above and designed a remediation plan to address this material weakness. The Company intends to remediate the material weakness by (i) implementing multiple reviews of the accounting mailbox where accounts payable invoices are received from vendors, which the multiple reviews of the accounting mailbox was first established in 2022 before the identification of the control deficiency (ii) multiple reviews of the weekly accounts payable schedules and activity reports from the Company’s accounting system, and (iii) contacting vendors on a quarterly basis regarding outstanding invoices. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively. Changes in Internal Control Over Financial Reporting Except as noted above, there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not applicable. 35 Table of Contents PART III Item 10. Directors and Executive Officers of the Registrant The information required by Item 10 of Part III will be included in our Proxy Statement relating to the 2023 Annual Meeting of Stockholders and is incorporated herein by reference. Item 11. Executive Compensation Information required by Item 11 of Part III will be included in our Proxy Statement relating to the 2023 Annual Meeting of Stockholders and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholders Information required by Item 12 of Part III will be included in our Proxy Statement relating to the 2023 Annual Meeting of Stockholders and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence Information required by Item 13 of Part III will be included in our Proxy Statement relating to the 2023 Annual Meeting of Stockholders and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information required by Item 14 of Part III will be included in our Proxy Statement relating to the 2023 Annual Meeting of Stockholders and is incorporated herein by reference. 36 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as part of this report. (1) The following financial statements of Lightbridge Corporation, supplemental information and report of independent registered public accounting firm are included in this Form 10-K: · Consolidated Balance Sheets at December 31, 2022 and 2021 · Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021 · Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 · Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2022 and 2021 · Notes to Consolidated Financial Statements · Report of BDO USA, LLP dated March 30, 2023 on the Company’s financial statements filed as a part hereof for the fiscal years ended December 31, 2022 and 2021. The independent registered public accounting firm’s consent with respect to this report appears in Exhibit 23 of this Annual Report on Form 10-K. (2) All schedules have been omitted because they are not required, not applicable or the information is otherwise included. (3) Exhibits. Exhibit Number Description 1.1 At-the-Market Equity Offering Sales Agreement, dated May 28, 2019, by and between Lightbridge Corporation and Stifel, Nicolaus & Company, Incorporated (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by the Company on May 28, 2019). 1.2 Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement, dated May 28, 2019, by and between Lightbridge Corporation and Stifel, Nicolaus & Company, Incorporated (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by the Company on April 9, 2021). 3.1* Articles of Incorporation of the Company, as amended through October 27, 2022. 3.2 Amended and Restated Bylaws of the Company as amended through November 4, 2021 (incorporated by reference to Exhibit 3.1 to the Form 10-Q filed by the Company on November 8, 2021). 4.2 Description of Securities (incorporated by reference to Exhibit 4.2 to the Form 10-K filed by the Company on March 31, 2022). 4.3 Specimen Certificate for Company’s Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-3 filed on April 1, 2013, File No. 333-187659). 10.1** Lightbridge Corporation 2006 Stock Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on February 21, 2006). 10.2** Lightbridge Corporation 2015 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to the definitive proxy statement filed on March 29, 2018, File No. 001-34487). 37 Table of Contents 10.3** Form of Incentive Stock Option Agreement for Employees under the 2015 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, File No. 333-218796, filed on June 16, 2017). 10.4** Form of Non-Qualified Stock Option Agreement for Employees under the 2015 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8, File No. 333-218796, filed on June 16, 2017). 10.5** Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the 2015 Equity Incentive Plan (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8, File No. 333-218796, filed on June 16, 2017) 10.6** Amended Lightbridge Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Appendix B to the definitive proxy statement filed on August 31, 2022). 10.7** Form of Non-Statutory Stock Option Agreement for Employees under the 2020 Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.12 to the Form 10-K filed by the Company on March 25, 2021). 10.8** Form of Restricted Stock Unit Award Agreement for Employees under the 2020 Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.13 to the Form 10-K filed by the Company on March 25, 2021). 10.9** Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the 2020 Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.14 to the Form 10-K filed by the Company on March 25, 2021). 10.10** Employment Agreement, dated August 8, 2018, between the Company and Seth Grae (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by the Company on August 9, 2018). 10.11** Employment Agreement, dated August 8, 2018, between the Company and Andrey Mushakov (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by the Company on August 9, 2018). 10.12** Employment Agreement, dated August 8, 2018, between the Company and Larry Goldman (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by the Company on August 9, 2018). 10.13** Form of Indemnification Agreement (August 2018) (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed by the Company on August 9, 2018). 10.14** Form of Restricted Stock Award Agreement under the 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.14 to the Form 10-K filed by the Company on March 31, 2022). 10.15*▲ Strategic Partnership Project Agreement, dated September 27, 2022, between the Company and Battelle Energy Alliance, LLC. 10.16*▲ Project Task Statement under the Strategic Partnership Project Agreement, dated December 9, 2022, between the Company and Battelle Energy Alliance, LLC. 10.17*▲ Cooperative Research and Development Agreement, dated September 27, 2022, between the Company and Battelle Energy Alliance, LLC. 10.18*▲ Project Task Statement under the Cooperative Research and Development Agreement, dated December 9, 2022, between the Company and Battelle Energy Alliance, LLC. 21.1 Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Form 10-K filed by the Company on March 15, 2016). 23.1* Consent of BDO USA, LLP. 24.1* Power of Attorney (Included on the signature page hereto). 31.1* Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer. 38 Table of Contents 31.2* Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer and Principal Accounting Officer. 32* Section 1350 Certifications. 101 The following materials from Lightbridge Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets; (ii) Consolidated Statement of Operations; (iii) Consolidated Statement of Cash Flows; (iv) Consolidated Statement of Changes in Stockholders’ Equity; and (v) Notes to Consolidated Financial Statements 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ________________ * Filed or furnished herewith ** Indicates management contract or compensatory plan or arrangement. ▲ Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request. Item 16. Form 10-K Summary None. 39 Table of Contents LIGHTBRIDGE CORPORATION DECEMBER 31, 2022 and 2021 TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm ( BDO USA, LLP ; Philadelphia, PA : PCAOB ID# 243 ) 41 Consolidated Balance Sheets 42 Consolidated Statements of Operations 43 Consolidated Statements of Cash Flows 44 Consolidated Statements of Changes in Stockholders’ Equity 45 Notes to Consolidated Financial Statements 46 40 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Lightbridge Corporation Reston, Virginia Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Lightbridge Corporation (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Classification of Research and Development Expenses As described in Note 1 to the consolidated financial statements, the Company records research and development expenses as incurred, which consists of wages and related payroll benefits, non-cash stock-based compensation, materials, testing, consulting and other outside research and development services, related to the development of the Company’s nuclear fuel technology. During the year ended December 31, 2022, the Company incurred approximately $0.7 million of research and development expenses. We identified the classification of research and development expenses as a critical audit matter. The principal consideration for our determination is the Company’s methodology for classifying various operating expenses as research and development expenses. Auditing this classification was especially challenging given the significant audit effort and the extent of audit evidence required. The primary procedures we performed to address this critical audit matter included: · Testing a sample of research and development expenses. · Performing inquiries of the project manager to determine the nature of expenses. · Testing management’s allocation of wages, payroll benefits, and non-cash stock-based compensation by (i) recalculating the percentage of wages, payroll benefits and non-cash stock-based compensation allocated to research and development expenses, (ii) testing the completeness and accuracy of data used in determining the allocation. /s/ BDO USA, LLP We have served as the Company's auditor since 2015. Philadelphia, Pennsylvania March 30, 2023 41 Table of Contents LIGHTBRIDGE CORPORATION CONSOLIDATED BALANCE SHEETS December 31, December 31, 2022 2021 ASSETS Current Assets Cash and cash equivalents $ 28,899,997 $ 24,747,613 Prepaid expenses and other current assets 115,264 113,452 Total Current Assets 29,015,261 24,861,065 Other Assets Prepaid project costs 345,000 — Trademarks 108,225 101,583 Total Assets $ 29,468,486 $ 24,962,648 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued liabilities $ 350,331 $ 171,521 Total Current Liabilities 350,331 171,521 Commitments and contingencies - Note 5 Stockholders’ Equity Preferred stock, $ 0.001 par value, 10,000,000 authorized shares, 0 shares issued and outstanding at December 31, 2022 and 2021 — — Common stock, $ 0.001 par value, 25,000,000 authorized, 11,900,217 shares and 9,759,223 shares issued and outstanding at December 31, 2022 and 2021, respectively 11,900 9,759 Additional paid-in capital 173,595,385 161,772,641 Accumulated deficit ( 144,489,130 ) ( 136,991,273 ) Total Stockholders’ Equity 29,118,155 24,791,127 Total Liabilities and Stockholders’ Equity $ 29,468,486 $ 24,962,648 The accompanying notes are an integral part of these consolidated financial statements. 42 Table of Contents LIGHTBRIDGE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2022 2021 Revenue $ — $ — Operating Expenses General and administrative 7,490,086 7,158,558 Research and development 669,818 1,366,496 Total Operating Expenses 8,159,904 8,525,054 Other Operating Income Distribution from joint venture — 119,641 Contributed services - research and development 372,612 527,927 Total Other Operating Income 372,612 647,568 Total Operating Loss $ ( 7,787,292 ) $ ( 7,877,486 ) Other Income Interest income 289,435 8,127 Foreign currency transaction gain — 33,694 Total Other Income 289,435 41,821 Net Loss Before Income Taxes ( 7,497,857 ) ( 7,835,665 ) Income taxes — — Net Loss $ ( 7,497,857 ) $ ( 7,835,665 ) Accumulated Preferred Stock Dividend — ( 477,991 ) Additional deemed dividend on preferred stock due to the beneficial conversion feature — ( 213,720 ) Deemed dividend upon induced conversions of Series A and Series B Preferred Stock to common stock — ( 3,509,328 ) Net Loss Attributable to Common Shareholders $ ( 7,497,857 ) $ ( 12,036,704 ) Net Loss Per Common Share Basic and diluted $ ( 0.69 ) $ ( 1.71 ) Weighted Average Number of Common Shares Outstanding 10,834,574 7,035,510 The accompanying notes are an integral part of these consolidated financial statements. 43 Table of Contents LIGHTBRIDGE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2022 2021 Operating Activities Net Loss $ ( 7,497,857 ) $ ( 7,835,665 ) Adjustments to reconcile net loss from operations to net cash used in operating activities: Common stock issued for services 45,000 254,994 Stock-based compensation 842,704 826,493 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 1,812 ) 59,008 Prepaid project costs ( 345,000 ) — Accounts payable and accrued liabilities 193,810 ( 140,919 ) Accrued legal settlement costs — ( 4,200,000 ) Net Cash Used in Operating Activities ( 6,763,155 ) ( 11,036,089 ) Investing Activities Trademarks ( 6,642 ) ( 16,021 ) Net Cash Used in Investing Activities ( 6,642 ) ( 16,021 ) Financing Activities Net proceeds from the issuances of common stock 11,026,785 14,821,354 Net proceeds from the exercise of stock options — 270,857 Payments for taxes related to net share settlement of equity awards ( 104,604 ) ( 824,153 ) Net Cash Provided by Financing Activities 10,922,181 14,268,058 Net Increase in Cash and Cash Equivalents 4,152,384 3,215,948 Cash and Cash Equivalents, Beginning of Year 24,747,613 21,531,665 Cash and Cash Equivalents, End of Year $ 28,899,997 $ 24,747,613 Supplemental Disclosure of Cash Flow Information Cash paid during the year: Interest paid $ — $ — Income taxes paid $ — $ — Non-Cash Financing Activities: Accumulated preferred stock dividend $ — $ 691,711 Exchanges of preferred stock Series A and B to common stock $ — $ 3,366 Payment of accrued liabilities with common stock $ 15,000 $ 69,690 The accompanying notes are an integral part of these consolidated financial statements. 44 Table of Contents LIGHTBRIDGE CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Additional Common Stock Paid-in Accumulated Total Shares Amount Capital Deficit Equity Balance - January 1, 2022 9,759,223 $ 9,759 $ 161,772,641 $ ( 136,991,273 ) $ 24,791,127 Shares issued, net of share settlement for withholding taxes paid upon vesting of restricted stock awards 268,796 269 ( 104,873 ) — ( 104,604 ) Shares issued - registered offerings - net of offering costs 1,855,085 1,855 11,024,930 — 11,026,785 Shares issued to consultant & directors for services 17,113 17 59,983 — 60,000 Stock-based compensation — — 842,704 — 842,704 Net loss — — — ( 7,497,857 ) ( 7,497,857 ) Balance - December 31, 2022 11,900,217 $ 11,900 $ 173,595,385 $ ( 144,489,130 ) $ 29,118,155 Series A Series B Additional Preferred Stock Preferred Stock Common Stock Paid-in Accumulated Total Shares Amount Shares Amount Shares Amount Capital Deficit Equity Balance - January1, 2021 699,878 $ 699 2,666,667 $ 2,667 6,567,110 $ 6,567 $ 146,353,232 $ ( 129,155,608 ) $ 17,207,557 Exchanges of Series A & B Preferred Stock to Common Stock ( 699,878 ) ( 699 ) ( 2,666,667 ) ( 2,667 ) 789,382 790 2,576 — — Shares issued, net of share settlement for withholding taxes paid upon vesting of restricted stock units — — — — 130,281 130 ( 824,283 ) — ( 824,153 ) Common stock issued pursuant to restricted stock awards — — — — 188,588 188 ( 188 ) — — Common stock issued - registered ATM offerings - net of offering costs — — — — 2,008,822 2,010 14,819,344 — 14,821,354 Common stock issued through the exercise of options — — — — 30,282 30 270,827 — 270,857 Common stock issued to directors and consultants for services — — — — 44,758 44 324,640 — 324,684 Stock-based compensation — — — — — — 826,493 — 826,493 Net loss — — — — — — — ( 7,835,665 ) ( 7,835,665 ) Balance - December 31, 2021 — $ — — $ — 9,759,223 $ 9,759 $ 161,772,641 $ ( 136,991,273 ) $ 24,791,127 The accompanying notes are an integral part of these consolidated financial statements. 45 Table of Contents LIGHTBRIDGE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Basis of Presentation, Summary of Significant Accounting Policies, and Nature of Operations The Company was formed on October 6, 2006, when Thorium Power, Ltd., which was incorporated in the state of Nevada on February 2, 1999, merged with Thorium Power, Inc. (TPI), which was incorporated in the state of Delaware on January 8, 1992 (subsequently and collectively referred to as “we” or the “Company”). On September 29, 2009, the Company changed its name from Thorium Power, Ltd. to Lightbridge Corporation and began its focus on developing and commercializing metallic nuclear fuels. The Company is a nuclear fuel technology company developing its next generation nuclear fuel technology. Basis of presentation Basis of Consolidation These consolidated financial statements include the accounts of Lightbridge, a Nevada corporation, and the Company’s wholly-owned subsidiaries, TPI, a Delaware corporation, and Lightbridge International Holding LLC, a Delaware limited liability company. These wholly-owned subsidiaries are inactive. All significant intercompany transactions and balances have been eliminated in consolidation. Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. We report our results in a single reportable segment, which reflects how our chief operating decision maker allocates resources considering our core data which is managed centrally on a company-wide basis, and evaluates our financial results. Because we have a single reportable segment, all required financial segment information can be found directly in the Consolidated Financial Statements. We evaluate the performance of our reporting segment based on operating expenses and will evaluate additional segment disclosure requirements if and when the Company expands its operation. Use of Estimates and Assumptions The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant Estimates These accompanying consolidated financial statements include some amounts that are based on management’s best estimates and assumptions. The most significant estimates relate to its valuation of stock options, the valuation allowance on deferred tax assets and contingent liabilities. It is reasonably possible that these above-mentioned estimates and others may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods. The compensation expense related to stock options may have been a materially different amount had other reasonable assumptions been used that differed from the reasonable assumptions made by management. Fair Value of Financial Instruments The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. In accordance with the provisions of ASC 820, “Fair Value Measurements,” the Company determines fair value as 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. The Company generally applies the income approach to determine fair value. This method uses valuation techniques to convert future amounts to a single present amount. The measurement is based on the value indicated by current market expectations with respect to the future amounts. 46 Table of Contents ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to active markets for identical assets and liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows: Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities Level 2 - Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted prices that are observable for the asset or liability Level 3 - Unobservable inputs that reflect management’s assumptions For disclosure purposes, assets and liabilities are classified in their entirety in the fair value hierarchy level based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy levels. The Company’s financial instruments consist principally of cash and cash equivalents, accounts payable and accrued liabilities. The carrying amounts of cash and cash equivalents, accounts payable and accrued liabilities are considered to be representative to their respective fair values because of the short-term nature of those instruments. Cash equivalents which consists of U.S. treasury bills are classified as Level 1 on the fair value hierarchy as there are quoted prices in active markets for identical assets. Certain Risks and Uncertainties 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. 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. Also, the success of the Company’s operations will be subject to other numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, contingent liabilities, potential competition with other nuclear fuel developers, including those entities developing accident tolerant fuels, changes in government regulations, support for nuclear power, changes in accounting and taxation standards, inability to achieve overall short-term and long-term research and development milestones toward commercialization, future impairment charges to its assets, and global or regional catastrophic events. The Company may also be subject to various additional political, economic, and other uncertainties. Cash and Cash Equivalents The Company may at times invest its excess cash in interest bearing accounts and U.S. treasury bills. It classifies all highly liquid investments with original stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months as marketable securities. The Company holds cash balances in excess of the federally insured limits of $ 250,000 . It deems this credit risk not to be significant as cash is held by two prominent financial institutions in 2022 and 2021. The Company buys and holds short-term U.S. treasury bills to maturity. U.S. treasury bills totaled approximately $ 19.9 million and $ 9 .0 million at December 31, 2022 and 2021, respectively. The remaining $ 9.0 million and $ 15.7 million at December 31, 2022 and 2021, respectively, are on deposit with two notable financial institutions. Contributed services - Research and Development The Company was awarded a grant in 2019 and a second grant in 2021 from the United States Department of Energy (DOE) which represented contributed services to further the Company’s R&D activities. The Company concluded that its government grants were not within the scope of the revenue recognition standard ASC Topic 606 as they did not meet the definition of a contract with a customer. Additionally, the Company concluded that the grants met the definition of a contribution, as the grants were a non-reciprocal transaction. As such, the Company determined that Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition applies for these contributed services, even though the Company is a business entity, as guidance in the contributions received subsections of Subtopic 958-605 applies to all entities (not-for-profits and business entities). 47 Table of Contents The Company early adopted Accounting Standards Update 2020-07 in the fourth quarter of 2021, which amends Subtopic 958-605 and further clarifies the presentation and disclosure about contributions. Subtopic 958-605 requires that nonfinancial assets, which includes services, such as the research and development services provided under the Gateway for Accelerated Innovation in Nuclear (GAIN) vouchers described in Note 6, should be shown on a gross method at the fair value of the services contributed, with contributed services - research and development shown as other operating income and the related costs as a charge to research and development expense, rather than depicting contributed services - research and development as a reduction of research and development expense. The fair value of contributed services was determined by the cost of professional time and materials which were charged by the subcontractor who fulfilled the services contributed under the grant award. 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 approximately $ 0.4 million for the year ended December 31, 2022 and approximately $ 0.5 million for the year ended December 31, 2021. Trademarks Costs for filing and legal fees for trademark applications are capitalized. Trademarks are considered intangible assets with an indefinite useful life and therefore are not amortized. The Company performed an impairment test in the fourth quarter of 2022 and 2021 and no impairment of the trademarks was identified. As of December 31, 2022 and December 31, 2021, the carrying value of trademarks was approximately $ 0.1 million. Leases 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. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet in accordance with the short-term lease recognition exemption. The Company applies the practical expedient to non-separate and non-lease components for all leases that qualify. 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 (See Note 5. Commitments and Contingencies). Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In accordance with FASB ASC 740, Accounting for Income Taxes, the Company reflects in the financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only when it is considered ‘more-likely-than-not’ that the position taken will be sustained by a taxing authority. As of December 31, 2022 and 2021, the Company had no unrecognized income tax benefits and correspondingly there is no impact on the Company’s effective income tax rate associated with these items. The Company’s policy for recording interest and penalties relating to uncertain income tax positions is to record them as a component of income tax expense in the accompanying consolidated statements of operations. As of December 31, 2022 and 2021, the Company had no such accruals. Common Stock Warrants The Company accounts for common stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Common stock warrants are accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging, if the stock warrants contain terms that could potentially require “net cash settlement” and therefore, do not meet the scope exception for treatment as a derivative. Warrant instruments that could potentially require “net cash settlement” in the absence of explicit language precluding such settlement are initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. 48 Table of Contents All outstanding warrants expired on May 16, 2022. Stock-Based Compensation The stock-based compensation expense incurred by Lightbridge for employees and directors in connection with its equity incentive plan is based on the employee model of ASC 718, and the fair value of any stock options granted is measured at the grant date. In accordance with ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, options granted to our consultants are accounted for in the same manner as options issued to employees. Awards with service-based vesting conditions only: Expense is recognized on a straight-line basis over the requisite service period of the award. Awards with performance-based vesting conditions: Expense is not recognized until it is determined that it is probable the performance-based conditions will be met. When achievement of a performance-based condition is probable, a catch-up of expense is recorded as if the award had been vesting on a straight-line basis from the award date. The award will continue to be expensed on a straight-line basis over the requisite service period until a higher performance-based condition is met, if applicable. Awards with market-based vesting conditions: Expense is recognized on a straight-line basis over the requisite service period, which is the lesser of the derived service period or the explicit service period if one is present. However, if the market condition is satisfied prior to the end of the requisite service period, the Company accelerates all remaining expense to be recognized. Awards with both performance-based and market-based vesting conditions: If an award vesting or exercisability is conditional upon the achievement of either a market condition or performance or service conditions, the requisite service period is generally the shortest of the explicit, implicit, and derived service period. The Company elected to use the Black-Scholes pricing model to determine the fair value of stock options on the measurement date of the grant for service-based vesting conditions and the Monte-Carlo valuation method for performance-based or market-based vesting conditions for stock options. The Company estimates forfeitures at the time of grant and revises the estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate estimate used for all equity awards was zero, based on the experience of the Company having an insignificant historical forfeiture rate. Shares that are issued to employees upon exercise of the stock options may be issued net of a number of shares with a fair value equal to the required tax withholding requirements to be paid by the Company regarding its tax withholding obligations. As a result, the actual number of shares issued with tax withholding obligations are fewer than the actual number of shares exercised under the stock option or on the dates of vesting of Restricted Stock Unit (“RSU”) or Restricted Stock Awards (“RSAs”) grants. The Company grants two types of RSAs. The first type is an award of our shares that have full voting rights and dividend rights (with dividends paid upon vesting of the RSA) but are restricted with regard to sale or transfer before vesting. As such, they are shown as shares issued and outstanding. These restrictions lapse over the vesting period. The shares are forfeited and returned to the Company if they do not vest. The RSAs are included in common stock issued and outstanding and are considered contingently issuable in the calculation of weighted-average shares outstanding for purposes of calculating earnings per share. The consolidated statement of changes in stockholders’ equity shows the initial grant of RSAs as a reclassification from additional paid-in capital to common stock, with any compensation expense related to the RSAs included in stock-based compensation. The second type of RSAs granted by the Company have only performance conditions. These RSAs do not have voting and dividend rights until they vest as ordinary common shares and are not included in common stock issued and outstanding. Research and Development Costs Research and development expenses are expensed when incurred. Research and development expenses consist primarily of wages and related payroll benefits, non-cash stock-based compensation, materials, testing, consulting and other outside research and development services, related to the development of the Company’s nuclear fuel. Advance payments for goods or services for future research and development activities are deferred and expensed as the goods are delivered or the related services are performed. 49 Table of Contents Recent Accounting Pronouncements In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance. This ASU requires disclosures that are expected to increase the transparency of transactions with a government accounted for by applying a grant or contribution accounting model by analogy, including (1) the nature of the transactions and the form in which assistance has been received, (2) the accounting policy applied, and (3) the balance sheet and income statement line items that are affected by the transactions, and the amounts applicable to each financial statement line item. This ASU is effective for annual periods beginning after December 15, 2021, with early adoption permitted. The Company adopted this guidance on January 1, 2022 and it did not have a material impact on our consolidated financial statements. 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. GAAP for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Adoption is either through a modified retrospective method or a full retrospective method of transition. 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. 2016-13, Financial Instruments - Credit Losses (Topic 326). This standard requires a financial asset to be presented at the net amount expected to be collected. The financial assets of the Company in scope of ASU 2016-13 will primarily be accounts receivable. The Company will estimate an allowance for expected credit losses on accounts receivable that result from the inability of customers to make required payments. In estimating the allowance for expected credit losses, consideration will be given to the current aging of receivables, historical experience, and a review for potential bad debts. The Company will adopt this guidance in the first quarter of fiscal 2023 and does not expect the adoption to have a material impact on its results of operations, financial position, and disclosures. Immaterial Revision An immaterial revision was made during the course of preparing the Company’s consolidated financial statements as of and for the year ended December 31, 2022, after the Company completed a preliminary Internal Revenue Code Section 382 analysis of its historical net operating loss carryforward amounts. As a result, a portion of the prior years’ net operating loss carryforwards were limited and incorrectly presented in the deferred tax table within Note 7. Income Taxes. Note 2. Net Loss Per Share Basic net loss per share is computed using the weighted-average number of common shares outstanding during the year except that it does not include unvested common shares subject to repurchase or cancellation. Diluted net income per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, warrants and convertible preferred shares (see Note 8. Stockholders’ Equity and Stock-Based Compensation). The common stock equivalents of performance-based milestone compensation arrangements are included as potentially dilutive shares only if the performance condition has been met as of the end of the reporting period. 50 Table of Contents The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period, unless including the effects of these potentially dilutive securities would be anti-dilutive. The following table sets forth the computation of the basic and diluted loss per share (dollars in millions, except share data): Years Ended December 31, 2022 2021 Basic Numerator: Net loss attributable to common stockholders $ ( 7.5 ) $ ( 12 .0 ) Denominator: Weighted-average common shares outstanding 10,834,574 7,035,510 Basic net loss per share $ ( 0.69 ) $ ( 1.71 ) Diluted Numerator: Net loss attributable to common stockholders, basic $ ( 7.5 ) $ ( 12 .0 ) Effect of dilutive securities — — Net loss, diluted $ ( 7.5 ) $ ( 12 .0 ) Denominator: Weighted average common shares outstanding - basic 10,834,574 7,035,510 Potential common share issuances: Incremental dilutive shares from equity instruments (treasury stock method) — — Weighted-average common shares outstanding 10,834,574 7,035,510 Diluted net loss per share $ ( 0.69 ) $ ( 1.71 ) The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the years noted below, as they would have been anti-dilutive due to the Company’s losses at December 31, 2022 and 2021 and also because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock. Years Ended December 31, 2022 2021 Warrants outstanding — 45,577 Stock options outstanding 525,903 538,713 RSAs outstanding — 188,588 Total 525,903 772,878 Note 3. Prepaid Project Costs In 2022, the Company entered into agreements with Idaho National Laboratory (INL), in collaboration with the U.S. Department of Energy (DOE), to support the development of Lightbridge Fuel™. The Company made advanced payments for future project work totaling $ 0.4 million to Battelle Energy Alliance, LLC (“BEA”) as of December 31, 2022. Note 4. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following (rounded in millions): December 31, December 31, 2022 2021 Trade payables $ 0.2 $ 0.1 Accrued directors’ fee and consulting expenses 0.2 0.1 Total $ 0.4 $ 0.2 51 Table of Contents Note 5. Commitments and Contingencies Commitments Operating Leases The Company leased office space for a 12 -month term from January 1, 2023 through December 31, 2023 with a monthly payment of approximately $ 8,000 . The future minimum lease payments required under the Company’s non-cancellable operating leases for 2023 total approximately $ 0.1 million. Total rent expense for the year ended December 31, 2022 and 2021 was approximately $ 0.1 million. Project Task Statements (Purchase Orders) For the year ended December 31, 2022, the Company had approximately $ 3.4 million in outstanding project task statement obligations to BEA relating to the research and development being conducted under the Strategic Partnership Project Agreement and Cooperative Research and Development Agreement at INL (see Note 6. Research and Development Costs). Note 6. Research and Development Costs In 2022, Lightbridge entered into agreements with INL, in collaboration with the DOE, to support the development of Lightbridge Fuel™. These framework agreements use an innovative structure and consist of an “umbrella” Strategic Partnership Project Agreement and an “umbrella” Cooperative Research and Development Agreement (CRADA), each with BEA, the DOE’s operating contractor for INL, with an initial duration of seven years. Throughout the duration of these umbrella agreements, all R&D work contracted with BEA is through the issuance of project task statements. It is anticipated that the initial phase of work under the two agreements will culminate in irradiation testing in the Advanced Test Reactor (ATR) of fuel samples using enriched uranium supplied by the DOE. The initial phase of work aims to generate irradiation performance data for Lightbridge’s delta-phase uranium-zirconium alloy relating to various thermophysical properties. The data will support fuel performance modeling and regulatory licensing efforts for the commercial deployment of Lightbridge Fuel. It is anticipated that subsequent phases of work under the two umbrella agreements will include post-irradiation examination of the irradiated fuel samples, loop radiation testing in the ATR, and post-irradiation examination of one or more uranium-zirconium fuel rodlets, as well as transient experiments in the Transient Reactor Test Facility at INL. 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). The scope of this project was to demonstrate Lightbridge’s nuclear fuel casting process using depleted uranium, a key step in the manufacture of Lightbridge Fuel™. On July 14, 2021, the Company executed a CRADA with the Battelle Memorial Institute (Battelle), Pacific Northwest Division, the operating contractor of the PNNL, in collaboration with the DOE. The total project value was $ 0.7 million, with three-quarters of this amount expected to be paid by the DOE for the scope of work performed by PNNL and the remaining amount provided by Lightbridge, by providing in-kind services to the project. PNNL has completed a contract extension with the Company for one month to complete the final report related to this PNNL GAIN voucher in December 2022. The PNNL Gain voucher project was completed on January 31, 2023. For the years ended December 31, 2022 and 2021, the Company recorded $ 0.4 million and $ 0.1 million of contributed services - research and development, respectively. The Company recorded the corresponding amount as research and development expenses for the work that was completed by Battelle. 52 Table of Contents On December 19, 2019, the Company was awarded its first voucher from the DOE’s GAIN program to support development of Lightbridge Fuel™ in collaboration with INL. The scope of the project included experiment design for irradiation of Lightbridge metallic fuel material samples in the ATR at INL. On April 22, 2020, the Company entered into a CRADA with BAE, the operating contractor of INL, in collaboration with the DOE. Signing the CRADA was the last step in the contracting process to formalize a voucher award from the GAIN program. The voucher award could only be used to conduct the experiment defined in the CRADA. All work was completed on this GAIN voucher in the third quarter of 2021. This experiment design formed the basis of the Company’s current and future efforts with the INL. The Company had no cash payment obligations related to the GAIN voucher, but did provide in-kind services consisting of project management, quality assurance, and technical oversight under the CRADA. The DOE incurred payment obligations to BAE, related to the work done under the GAIN voucher. For the year ended December 31, 2021, the Company recorded approximately $ 0.4 million of contributed services - research and development for work that was completed that caused the DOE to incur payment obligations related to the GAIN voucher. The Company had no payment obligations related to the GAIN voucher. This amount was recorded as contributed services - research and development in the Other Operating Income section of the consolidated statement of operations and the corresponding amount was recorded as research and development expenses. The R&D services provided under the GAIN vouchers were utilized by the Company in its ongoing development of its next generation nuclear fuel technology. The Company believes that the amounts paid by the DOE to BEA and Battelle for the service provided does not differ materially from what the Company would have paid had it directly contracted for these services for its R&D activity. Note 7. Income Taxes Revision of Previously Issued Financial Statements The Company’s ability to utilize its net operating loss (NOL) carryforwards may be substantially limited due to ownership changes that have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups. During the course of preparing the Company’s consolidated financial statements as of and for the year ended December 31, 2022, the Company completed a preliminary assessment of the available NOL carryforwards under Section 382 of the Code. The Company determined that it likely had undergone multiple ownership changes from 2009 to 2022 as defined under Section 382. As a result of these identified ownership changes, the portion of NOL carryforwards attributable to the pre-ownership change periods are subject to a substantial annual limitation under Section 382 of the Code. A conclusive Section 382 study had not been performed due to the Company’s current projections of the lack of taxable income for the foreseeable future. The Company has adjusted its previously reported NOL carryforwards to address the impact of these 382 ownership changes. This resulted in a reduction of available total federal and state NOL carryforwards of $ 109 million, as originally reported at December 31, 2021, to $ 47 million (post-2017 NOLs) at December 31, 2022. The write-down of $ 62 million (pre-2018 NOLs) reduced the net operating losses line as of December 31, 2021 within gross deferred tax assets, as previously disclosed, by $ 15.9 million, with a corresponding decrease in the valuation allowance. NOLs created in years beginning after 2017 now only offset 80% of taxable income but no longer have a 20-year expiration. Since the limitation affected the prior period, the Company has determined that its December 31, 2021 tax footnote presentation overstated the gross deferred tax asset and corresponding valuation allowance by $ 15.9 million. However, there was no net impact to the net deferred tax asset and tax expense as the decrease in the net operating loss was offset completely by a corresponding adjustment to the Company’s overall valuation allowance. For comparative purposes, the Company’s prior year tax footnote has been revised to reflect the adjustment to the net operating losses and valuation allowance. The revision had no effect on the previously reported balance sheets, statements of operations, cash flows and stockholders’ equity. The Company’s revised deferred tax asset disclosures are below: Deferred tax assets consisted of the following (rounded in millions): December 31, 2021 As Previously Reported 2021 Adjustment December 31, 2021 As Revised Stock-based compensation $ 3.1 $ — $ 3.1 Patent impairment provision 0.3 — 0.3 Net operating loss carry-forwards 27.6 ( 15.9 ) 11.7 Research and development tax credits 0.3 — 0.3 Less: valuation allowance ( 31.3 ) 15.9 ( 15.4 ) Total $ — $ — $ — The 2022 and 2021 annual effective tax rate is estimated to be 25 % for the combined U.S. federal and state statutory tax rates. The Company reviews tax uncertainties in light of changing facts and circumstances and adjusts them accordingly. As of December 31, 2022 and 2021, there were no tax contingencies or unrecognized tax positions recorded. 53 Table of Contents On August 16, 2022, President Biden signed the Inflation Reduction Act (the “IRA”). The IRA contains a number of tax related provisions including a 15% minimum corporate income tax on certain large corporations as well as an excise tax on stock repurchases. Both provisions are effective for tax years beginning after December 31, 2022. The Company is in the process of evaluating the IRA but does not expect it to have a material impact on the Company’s consolidated financial statements. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting, and the amounts recognized for income tax purposes. The significant components of deferred tax assets (at an approximate 25 % effective tax rate) as of December 31, 2022 and 2021, respectively, are as follows. Deferred tax assets consisted of the following (rounded in millions): December 31, 2022 December 31, 2021 As Revised Stock-based compensation $ 3.5 $ 3.1 Patent impairment provision 0.4 0.3 Net operating loss carry-forwards 13.6 11.7 Research and development expenses – capitalized for tax purposes 0.1 — Research and development tax credits 0.3 0.3 Less: valuation allowance ( 17.9 ) ( 15.4 ) Total $ — $ — The Company has NOL carryforwards for federal and state tax purposes of approximately $ 54 million at December 31, 2022, that is potentially available to offset future taxable income. For financial reporting purposes, no deferred tax asset was recognized because as of December 31, 2022 and 2021, management currently estimates that it is more likely than not that substantially all of the deferred tax assets, the majority of which are NOLs, will be unused. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the years in which those temporary differences are deductible. Any unused annual limitation may be carried over to later years, and the amount of the limitation may under certain circumstances be increased by the built-in gains in assets held by us at the time of the change that are recognized in the five-year period after the change. The reconciliation between income taxes (benefit) at the U.S. and State statutory combined tax rates of approximately 25% and the amount recorded in the accompanying consolidated financial statements is as follows (rounded in millions): December 31, 2022 December 31, 2021 Tax benefit at U.S. federal statutory rates $ ( 1.6 ) $ ( 1.7 ) Tax benefit at state statutory rates ( 0.4 ) ( 0.2 ) Tax benefit from federal and state R&D tax credits — — Other ( 0.4 ) — Increase in valuation allowance 2.4 1.9 Total provision for income tax benefit $ — $ — Recent Change in U.S. Tax Law Prior to 2022, Internal Revenue Code Section 174 allowed taxpayers to deduct R&D expenditures in the year in which they were incurred. The 2017 Tax Act amended Section 174, effective for amounts paid or incurred in tax years beginning after December 31, 2021, to require taxpayers to charge their R&D expenditures to a capital account. Capitalized research and development 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 being currently deductible. The Company does not expect to pay cash taxes as a result of this change as our remaining operating expenses after excluding research and development expenses are significant and the Company expects to continue to generate losses for tax purposes. Note 8. Stockholders’ Equity and Stock-Based Compensation On October 27, 2022, at the Company’s annual shareholder meeting, the shareholders’ approved an amendment to the Articles of Incorporation of the Company to increase the number of authorized shares of common stock from 13,500,000 shares to 25,000,000 shares and an amendment to the Lightbridge Corporation 2020 Omnibus Incentive Plan to increase the number of shares of common stock available for issuance under this Incentive Plan from 650,000 shares to 1,100,000 shares. 54 Table of Contents At December 31, 2022, the Company had 11,900,217 common shares outstanding (including outstanding restricted stock awards totaling 416,316 shares). Also outstanding were stock options relating to 525,903 shares of common stock, all totaling 12,426,120 shares of common stock and all common stock equivalents, outstanding at December 31, 2022. At December 31, 2021, the Company had 9,759,223 common shares outstanding (including outstanding restricted stock awards 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. Common Stock Equity Offerings ATM Offerings On May 28, 2019, the Company entered into an at-the-market (ATM) equity offering sales agreement with Stifel, Nicolaus & Company, Incorporated (Stifel), which was amended on April 9, 2021, pursuant to which the Company may issue and sell shares of its common stock from time to time through Stifel as the Company’s sales agent. Under this agreement, the Company pays Stifel a commission equal to 4.0% of the aggregate gross proceeds of any sales of common stock under the agreement. The offering of common stock pursuant to this agreement can be terminated with 10 days written notice by either party. Sales of the Company’s common stock through Stifel, if any, will be made by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933. On March 25, 2021, the Company filed a new shelf registration statement on Form S-3, registering the sale of up to $ 75 million of the Company’s securities, which registration statement was declared effective on April 5, 2021. The Company filed a prospectus supplement, dated April 9, 2021, with the Securities and Exchange Commission pursuant to which the Company offered and sold shares of common stock having an aggregate offering price of up to $ 9.0 million through its ATM. The Company, after this offering was completed, filed a second prospectus supplement, dated November 19, 2021, with the Securities and Exchange Commission pursuant to which the Company may offer and sell shares of common stock having an aggregate offering price of up to up to $ 20.0 million from time to time under this prospectus supplement, through its ATM. The Company filed another prospectus supplement, dated November 9, 2022, with the SEC pursuant to which it may offer and sell shares of common stock having an aggregate offering price of up to $20.0 million from time to time, through the ATM. The Company records its ATM sales on a settlement date basis. The Company sold approximately 1.9 million shares, under the ATM for the year ended December 31, 2022 resulting in net proceeds of approximately $ 11.0 million. The Company sold approximately 2.0 million shares under the ATM for the year ended December 31, 2021 resulting in net proceeds of approximately $ 14.8 million. Preferred Stock Equity Offerings Exchange of Outstanding Series A and Series B Convertible Preferred Stock for Common Shares On October 29, 2021, the Company entered into an agreement with the holder of all of the outstanding Series A Preferred Stock, to exchange all of the outstanding Series A Preferred Stock and the payment-in-kind (PIK) dividends for 262,910 shares of the Company’s common stock ($ 10 per share induced conversion price), without any cash payments by either party. On December 3, 2021, the Company entered into a series of agreements with all of the holders of the Company’s Series B convertible preferred stock to exchange all outstanding Series B Preferred Stock for shares of the Company’s common stock at an exchange rate equal to the sum of the liquidation preference of the Series B Preferred Stock and the accrued and unpaid dividends thereon, divided by $ 10.00 per share. Upon the closing of the exchange, the Company issued an aggregate of 522,244 shares of common stock to the holders in exchange for all 2,666,667 issued and outstanding Series B Preferred Stock. The exchange for both Series A and Series B preferred stock was effected without registration under the Securities Act of 1933, as amended, pursuant to the exemption from registration set forth in Section 3(a)(9) of the Securities Act. In accordance with ASC 470-20, the Company accounted for both exchanges as an induced conversion based on the short period of time the exchange offer was open and that all equity securities pursuant to the original terms were exchanged. Pursuant to this accounting guidance, the Company evaluated the fair value of the incremental 183,098 common shares issued to the Series A Preferred stockholders. Based on the $ 9.57 closing stock price on October 29, 2021, the Company recorded to additional paid-in capital a deemed dividend of $ 1.8 million at the date of the exchange. Also, the Company evaluated the fair value of the incremental 232,111 common shares issued to the Series B Preferred stockholders. 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. 55 Table of Contents Warrants The Company did not have any outstanding warrants as of December 31, 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. Stock-based Compensation 2020 Equity Incentive Plan On March 9, 2020, the Board of Directors adopted the Company’s 2020 Omnibus Incentive Plan (the “2020 Plan”). On September 3, 2020, the shareholders approved the 2020 Plan to authorize grants of the following types of awards (a) Options, (b) Stock Appreciation Rights, (c) Restricted Stock and Restricted Stock Units, and (d) Other Stock-Based and Cash-Based Awards. Stock Options During the year ended December 31, 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 (total fair value of $ 75,000 ). During the year ended December 31, 2021, the Company issued 58,164 stock options to consultants. The 2021 options issued to the consultants of the Company were assigned a weighted average fair value of $ 2.58 per share (total fair value of $ 150,000 ). The value was determined using the Black-Scholes pricing model. The following assumptions were used in the Black-Scholes pricing model: 2022 2021 Expected volatility 97.58 % to 115.37 % 95.15 % to 131.85 % Risk free interest rate 1.02 % to 3.28 % 0.06 % to 0.93 % Dividend yield rate 0 0 Weighted average years 2 - 6 years 1 - 6 years Closing price per share - common stock $ 5.93 to $ 6.27 $ 4.55 to $ 6.51 Stock options issued to the Company’s employees, directors and consultants are summarized as follows for the year ended December 31, 2022: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year - January 1, 2022 538,713 $ 18.51 $ 12.92 Granted 18,852 6.17 3.98 Exercised — — — Forfeited — — — Expired ( 31,662 ) 7.29 2.37 End of the period - December 31, 2022 525,903 $ 18.74 $ 13.23 Options exercisable 514,513 $ 19.03 $ 13.43 56 Table of Contents Stock option transactions to the employees, directors and consultants are summarized as follows for the year ended December 31, 2021: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year - January 1, 2021 515,847 $ 20.23 $ 14.51 Granted 58,164 6.72 2.58 Exercised ( 30,282 ) 8.94 6.77 Forfeited ( 3,997 ) 62.52 43.63 Expired ( 1,019 ) 329.81 291.73 End of the year - December 31, 2021 538,713 $ 18.51 $ 12.92 Options exercisable 526,947 $ 18.79 $ 13.11 During the year ended December 31, 2021, the Company received approximately $ 0.3 million of net proceeds from the exercise of 30,282 stock options. A summary of the status of the Company’s non-vested options as of December 31, 2022 and December 31, 2021, and changes during the year ended December 31, 2021 and the year ended December 31, 2022, is presented below: Shares Weighted Average Exercise Price Weighted Average Fair Value Grant Date Non-vested - December 31, 2020 49,726 $ 9.71 $ 7.44 Granted 58,164 6.72 2.58 Vested ( 96,124 ) 8.40 4.89 Forfeited — — — Non-vested - December 31, 2021 11,766 $ 5.71 $ 4.25 Granted 18,852 6.17 3.98 Vested ( 19,228 ) 6.17 3.90 Forfeited — — — Non-vested - December 31, 2022 11,390 $ 5.69 $ 4.39 The above tables include stock options issued and outstanding as of December 31, 2022 as follows: i. A total of 325,571 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, with remaining contractual lives of 2.27 years to 6.92 years . All other options issued to directors, officers, and employees have a remaining contractual life ranging from 2.27 years to 6.92 years. ii. A total of 200,332 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 0.36 years to 9.67 years. As of December 31, 2022, there was approximately $ 42,000 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 2.06 years. For stock options outstanding at December 31, 2022 and 2021, the intrinsic value was approximately $ 5,000 and $ 238,000 , respectively. For those vested stock options at December 31, 2022 and 2021, the intrinsic value was approximately $ 5,000 and $ 225,000 , respectively. 57 Table of Contents The following table provides certain information with respect to the above-referenced stock options that were outstanding and exercisable at December 31, 2022: Stock Options Outstanding Stock Options Vested Weighted Weighted Average Average Remaining Weighted Remaining Weighted Contractual Number Average Contractual Number Average Exercise Life of Exercise Life of Exercise Prices -Years Awards Price -Years Awards Price $ 3.82 -$ 9 .00 5.44 128,407 $ 4.81 5.10 117,017 $ 4.72 $ 9.01-$ 12.48 5.60 116,544 $ 10.80 5.60 116,544 $ 10.80 $ 12.49 -$ 24 .00 4.12 195,090 $ 14.23 4.12 195,090 $ 14.23 $ 24.01-$ 72 .00 2.72 62,771 $ 55.07 2.72 62,771 $ 55.07 $ 72.01 -$ 75.60 2.15 23,091 $ 75.59 2.15 23,091 $ 75.59 Total 4.52 525,903 $ 18.74 4.42 514,513 $ 19.03 Common Share Issuances 2022 For the year ended December 31, 2022, the Company issued 10,565 common shares, respectively, to its investor relations firm for services provided during the year ended December 31, 2022. On December 15, 2022, the Board of Directors approved an equity grant of $ 200,000 in total to its five directors, which equaled to a total of 52,085 shares of common stock issued to the five directors, valued on the grant date at $ 3.84 per share and issued on January 3, 2023. As of December 31, 2022, the Company accrued these directors’ fees of $ 200,000 under accrued directors’ fees. 2021 For the year ended December 31, 2021, the Company issued 10,462 common shares to its investor relations firm for services provided during the year ended December 31, 2021. On November 18, 2021, the Board of Directors approved an equity grant of $ 210,000 in total to its six directors, which equaled to a total of 19,644 shares of common stock issued to the six directors, valued on the grant date at $ 10.69 per share. There were 13,096 common shares issued to four directors that vested immediately upon issuance and the remaining 6,548 shares of common shares were issued to the two remaining directors that vested on January 1, 2022 . Restricted Stock Units Issued and Net Share Settlements for Payments of Withholding Taxes On October 28, 2020, the Compensation Committee of the Board granted from the 2020 Plan time-based restricted stock units (‘RSUs”) to certain of the Company’s executive officers, employees, and consultants. Each RSU represents a contingent right to receive, upon vesting, one share of the Company’s common stock. The number of RSUs granted to executive officers, employees and consultants totaled 243,800 shares. These RSUs awards vest in three equal installments on each of the first three annual anniversaries of the grant date, on October 28, 2021, October 28, 2022 and October 28, 2023. On October 28, 2021, the first tranche of 78,617 of total outstanding RSUs vested. Regarding these 78,617 RSUs that vested, the Company withheld 35,304 common shares of the employees at the stock price on the vesting date of $ 9.93 per share, in order to make payments of withholding taxes of $0.3 million on these vested shares. The Company issued a total of 43,313 shares of common stock, net of the share settlement for the taxes paid upon the vesting of these RSUs, to its employees and one consultant. On November 4, 2021, the Compensation Committee of the Board of Directors approved the accelerated vesting of the remaining 157,233 RSUs outstanding, and all these remaining 157,233 RSUs vested on December 15, 2021. Regarding these 157,233 RSUs vested on December 15, 2021, the Company withheld 70,265 common shares to be issued to the employees, at the stock price on the vesting date 6.74 per share in order to make the payments for withholding taxes of $ 0.5 million on these vested shares. The Company issued a total of 86,968 shares of common stock, net of share settlement for the taxes paid upon vesting of RSUs, to its employees and one consultant. Total payments for withholding taxes on the net share settlements of vested RSU equity awards for the year ended December 31, 2021 was $ 0.8 million. 58 Table of Contents Restricted Stock Units Outstanding The following summarizes the Company’s RSUs activity: Weighted Number Average of Grant Date Shares Fair Value Total RSUs outstanding at January 1, 2021 243,800 $ 2.69 Total RSUs granted — $ — Total RSUs vested (including accelerated vesting) ( 235,850 ) $ 2.69 Total RSUs forfeited ( 7,950 ) $ 2.69 Total unvested RSUs outstanding at December 31, 2021 — $ — Restricted Stock Awards Issued and Net Share Settlements for Payments of Withholding Taxes On November 18, 2021, the Board of Directors approved an equity grant of approximately $ 2 million, which equaled to a total of 188,588 RSAs, to all of its employees and two consultants, valued at the stock price on the grant date of $ 10.69 per share. These RSAs awards contained 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. The Company did not meet the performance-based vesting provision. Therefore, these RSAs awards vest in three equal installments on each of the first three annual anniversaries of the grant date, on November 18, 2022, November 18, 2023 and November 18, 2024. There was an additional performance-based RSA grant on November 18, 2021 of approximately $ 2 million, which equaled to a total 188,588 shares, with vesting only upon the Company completing a business acquisition in 2022, with the target’s historical financials meeting certain financial performance metrics. The Company did not meet this milestone and these 188,588 RSAs expired at December 31, 2022 and were returned back to the stock plan. On November 18, 2022, the first tranche, or 62,862 . of the total outstanding RSAs vested. Regarding these 62,862 RSAs that vested, the Company withheld 21,794 common shares of the employees at the stock price on the vesting date of $ 4.80 per share, in order to make payments of withholding taxes of $ 0.1 million on these vested shares. The Company issued a total of 41,068 shares of common stock, net of the share settlement for the taxes paid upon the vesting of these RSAs, to its employees and consultants. On December 15, 2022, the Board of Directors approved an equity grant of approximately $ 1.4 million, which equaled to a total of 290,590 RSAs, to all of its employees and two consultants, valued at the stock price on the grant date of $ 4.71 per share. These RSAs awards vest in three equal installments on each of the first three annual anniversaries of the grant date, on December 15, 2023, December 15, 2024 and December 15, 2025. As of December 31, 2022 and 2021, there were 416,316 RSAs and 188,588 RSAs included in the total outstanding common shares, respectively and compensation expense recognized straight line over the three-year vesting period. A total of $ 0.7 million and $ 0.1 million of compensation expense were recorded for the year ended December 31, 2022 and 2021, respectively. The following summarizes the Company’s RSAs activity: Weighted Number Average of Grant Date Shares Fair Value Total RSAs outstanding at January 1, 2022 377,176 $ 10.69 Total RSAs granted 290,590 $ 4.71 Total RSAs vested ( 62,862 ) $ 10.69 Total performance-based RSAs expired ( 188,588 ) $ 10.69 Total unvested RSAs outstanding at December 31, 2022 416,316 $ 6.52 59 Table of Contents Scheduled vesting for outstanding RSAs with service conditions at December 31, 2022 is as follows: Year Ending December 31, 2023 2024 2025 Total Scheduled vesting 159,727 159,726 96,863 416,316 As of December 31, 2022, there was approximately $ 2.6 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 and the total unrecognized compensation is expected to be recognized over a weighted-average period of 2.43 years. The components of total stock-based compensation expense included in the Company’s consolidated statements of operations for the years ended December 31, 2022 and 2021 are as follows (rounded in millions): Years Ended December 31, 2022 2021 Research and development expenses $ — $ — General and administrative expenses 0.8 0.8 Total stock-based compensation expense $ 0.8 $ 0.8 Note 9. Related Party Transactions On February 9, 2022, the Company entered into an agreement with We Don’t Have Time Inc. (“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. Dr. Chakraborty, a member of the Company’s Board of Directors, is also the CEO of WDHT US division. For the year ended December 31, 2022, the Company incurred $ 14,400 , respectively, in dues paid to WDHT. In addition, for the year ended December 31, 2022, the Company incurred $ 105,000 in fees to WDHT to attend conferences in which the Company participated with WDHT to promote the Company’s nuclear fuel. Note 10. Subsequent Events ATM Sales Sales under the ATM that were made from January 1, 2023 to the date of the filing of these financial statements were approximately 0.2 million common shares that totaled net proceeds of approximately $ 0.7 million. 60 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LIGHTBRIDGE CORPORATION Date: March 30, 2023 By: /s/ Seth Grae Seth Grae Chief Executive Officer, President and Director 61 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Seth Grae and Larry Goldman, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on the dates indicated. Signature Title Date /s/ Seth Grae Chief Executive Officer, President and Director March 30, 2023 Seth Grae (Principal Executive Officer) /s/ Larry Goldman Chief Financial Officer, and Treasurer March 30, 2023 Larry Goldman (Principal Financial and Accounting Officer) /s/ Thomas Graham, Jr. Director March 30, 2023 Thomas Graham, Jr. /s/ Sweta Chakraborty Director March 30, 2023 Sweta Chakraborty /s/ Jesse Funches Director March 30, 2023 Jesse Funches /s/ Daniel Magraw Director March 30, 2023 Daniel B. Magraw /s/ Mark Tobin Director March 30, 2023 Mark Tobin 62