What changed in this filing

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Item 1. Financial Statements

2023-10-31 compared with 2023-07-31 · 100 added, 67 removed, 334 unchanged (33% of the section changed)

2 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets

9 unchanged sentences

Stockholders’ Equity

Preferred stock, $ 0.001 par value, 10,000,000 authorized shares, 0 shares issued and outstanding at June 30, 2023 and December 31, 2022

Common stock, $ 0.001 par value, 25,000,000 authorized, 12,484,799 and 11,900,217 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively

Preferred stock, $ 0.001 par value, 10,000,000 authorized shares, 0 shares issued and outstanding at September 30, 2023 and December 31, 2022

Common stock, $ 0.001 par value, 25,000,000 authorized, 12,934,226 shares and 11,900,217 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating Expenses

28 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Stockholders’

5 unchanged sentences

Stock-based compensation

Net loss for the three months ended

March 31, 2023

Net loss for the three months ended March 31, 2023

( 2,026,580 )

7 unchanged sentences

Stock-based compensation

Net loss for the three months ended

June 30, 2023

Net loss for the three months ended June 30, 2023

( 1,672,224 )

2 unchanged sentences

$ 176,740,340

$ ( 148,187,934 )

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, 2023

( 1,839,828 )

Balance - September 30, 2023

$ 179,222,724

$ ( 150,027,762 )

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

LIGHTBRIDGE CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Stockholders’

5 unchanged sentences

Stock-based compensation

Net loss for the three months ended

March 31, 2022

Net loss for the three months ended March 31, 2022

( 2,049,529 )

6 unchanged sentences

Stock-based compensation

Net loss for the three months ended

June 30, 2022

Net loss for the three months ended June 30, 2022

( 1,502,642 )

3 unchanged sentences

$ ( 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 )

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

Net Cash Provided by Financing Activities

Net (Decrease) Increase in Cash and Cash Equivalents

Net Increase in Cash and Cash Equivalents

Cash and Cash Equivalents, Beginning of Period

59 unchanged sentences

treasury bills to maturity.

treasury bills totaled $ 19.9 million as of June 30, 2023 and December 31, 2022.

The remaining $ 8.3 million and $ 9.0 million at June 30, 2023 and December 31, 2022, respectively, are on deposit with two prominent financial institutions.

treasury bills totaled $ 19.9 million as of September 30, 2023 and December 31, 2022.

The remaining $ 9.3 million and $ 9.0 million at September 30, 2023 and December 31, 2022, respectively, are on deposit with two prominent financial institutions.

Contributed Services - Research and Development

3 unchanged sentences

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).

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.

Subtopic 958-605 requires that nonfinancial assets, which includes services, such as the R&D services provided under the Gateway for Accelerated Innovation in Nuclear (GAIN) vouchers described in Note 6, 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 R&D expense, rather than depicting contributed services - research and development as a reduction of R&D 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.

6 unchanged sentences

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 service-based or performance-based and market-based vesting conditions:

3 unchanged sentences

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 or vesting of Restricted Stock Units (RSUs) or Restricted Stock Awards (RSAs) grants 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.

Shares that are issued to employees upon exercise of the stock options or vesting of Restricted Stock Units (RSUs) or Restricted Stock Awards (RSAs) grants may be issued net of a number of shares with a fair value equal to the amount required to satisfy applicable tax withholding requirements.

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 RSU or RSA grants.

1 unchanged sentence

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.

These restrictions lapse over the vesting period.

These restrictions lapse as the award vests.

The shares are forfeited and returned to the Company if they do not vest.

29 unchanged sentences

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.

The treasury stock method is used in calculating diluted net loss per share 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 treasury stock method is used in calculating diluted net loss per share for potentially dilutive stock options, which assumes that any proceeds received from the exercise of in-the-money stock options 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):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Net loss attributable to common stockholders

Weighted-average common shares outstanding

Basic net loss per share

Net loss, basic

Net loss attributable to common stockholders, basic

Effect of dilutive securities

4 unchanged sentences

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, 2023 and 2022 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.

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, 2023 and 2022 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.

Three and Nine Months Ended

September 30,

Stock options outstanding

4 unchanged sentences

In May 2023, the Company and INL modified the agreements to extend the contract term to May 2029, aligning it with the duration of the irradiation testing and increasing the advanced payments by $ 0.1 million.

The prepaid project costs and other long-term assets were $ 0.5 million as of June 30, 2023 and $ 0.4 million as of December 31, 2022.

The prepaid project costs and other long-term assets were $ 0.5 million as of September 30, 2023 and $ 0.4 million as of December 31, 2022.

Accounts Payable and Accrued Liabilities

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

September 30,

Trade payables

4 unchanged sentences

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 non-cancellable operating leases for 2023 total $ 0.1 million.

Total rent expense for the three and six months ended June 30, 2023 and June 30, 2022 was approximately $ 23,000 and $ 47,000 , respectively.

The future minimum lease payments required under the non-cancellable operating leases for 2023 totaled $ 23,000 .

Total rent expense for the three and nine months ended September 30, 2023 was approximately $ 23,000 and $ 70,000 , respectively.

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

Project Task Statements (Purchase Orders)

The Company has approximately $ 3.3 million in outstanding project task statement obligations (PTS) 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.

The Company has approximately $ 3.1 million in outstanding project task statement (PTS) commitments to BEA relating to the R&D work being conducted under the Strategic Partnership Project Agreement and Cooperative Research and Development Agreement at INL (see Note 6.

Research and Development Costs).

Performance of work under these agreements may be terminated at any time by either party, without any liability, after the effective date of termination, upon giving a thirty-day written notice under the Strategic Partnership Project Agreement and a sixty-day written notice under the Cooperative Research and Development Agreement, to the other party.

In the event of termination, the Company shall be responsible for the BEA’s costs (including the closeout costs), through the effective date of termination, but in no event shall the Company’s cost responsibility exceed the total estimated cost stated in each PTS and any subsequent modification to the PTS.

In the event of termination, the Company shall be responsible for BEA’s costs (including the closeout costs), through the effective date of termination, but in no event shall the Company’s cost responsibility exceed the total estimated cost stated in each PTS and any subsequent modification to the PTS.

Research and Development Costs

In 2022, Lightbridge entered into agreements with INL, in collaboration with DOE, to support the development of Lightbridge Fuel™.

These framework agreements use an innovative structure that consists of an “umbrella” Strategic Partnership Project Agreement and an “umbrella” Cooperative Research and Development Agreement (CRADA), each with BEA, with an initial duration of seven years.

In 2022, Lightbridge entered into agreements with BEA, to support the development of Lightbridge Fuel™.

Throughout the duration of these umbrella agreements, all R&D work contracted with BEA is through the issuance of PTSs.

For the three and six months ended June 30, 2023 the Company recorded $ 0.1 million and $ 0.3 million, respectively, in research and development costs associated with INL.

For the three and nine months ended September 30, 2023 the Company recorded $ 0.2 million and $ 0.5 million, respectively, in research and development costs associated with 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).

2 unchanged sentences

The PNNL GAIN voucher project was completed on January 31, 2023.

During the three and six months ended June 30, 2023, the Company recorded $ 0 and $ 31,000 of contributed services - research and development respectively.

During the three and six months ended June 30, 2022, the Company recorded $ 0.1 million and $ 0.2 million of contributed services - research and development, respectively, for work that was completed that caused the DOE to incur payment obligations to its contractor related to the GAIN voucher.

The Company recorded the corresponding amount as research and development expenses for the work that was completed by the DOE contractor.

During the three and nine months ended September 30, 2023, the Company recorded zero dollars and $ 31,000 of contributed services - research and development, respectively.

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, for work that was completed that caused the DOE to incur payment obligations to its contractor related to the GAIN voucher.

The Company recorded the corresponding amount as R&D expenses for the work that was completed by the DOE contractor.

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.

1 unchanged sentence

Stockholders’ Equity and Stock-Based Compensation

At June 30, 2023, the Company had 12,484,799 common shares outstanding (including outstanding RSAs totaling 451,404 shares).

Also outstanding were stock options relating to 525,903 shares of common stock ( 514,513 stock options were vested), all totaling 13,010,702 shares of common stock and all common stock equivalents, outstanding at June 30, 2023.

At September 30, 2023, the Company had 12,934,226 common shares outstanding (including outstanding RSAs totaling 451,404 shares).

Also outstanding were stock options relating to 503,843 shares of common stock ( 491,233 stock options were vested), all totaling 13,438,069 shares of common stock and all common stock equivalents, outstanding at September 30, 2023.

At December 31, 2022, the Company had 11,900,217 common shares outstanding (including outstanding RSAs totaling 416,316 shares).

3 unchanged sentences

On November 9, 2022, the Company filed a prospectus supplement with the SEC pursuant to which the Company may offer and sell shares of common stock having an aggregate offering price of up to $ 20.0 million from time to time through its ATM.

On April 4, 2023, the Company filed an additional prospectus supplement revising the amount available to a total of $ 17.9 million with $ 15.8 million available for future share issuances.

On April 4, 2023, the Company filed an additional prospectus supplement revising the amount available to a total of $ 17.9 million with $ 13.9 million available for future share issuances as of September 30, 2023.

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

The Company sold approximately 0.5 million shares under the ATM for the six months ended June 30, 2023 resulting in net proceeds of $ 2.3 million (stock issuance costs were $ 0.1 million).

The Company sold approximately 1.2 million shares under the ATM for the six months ended June 30, 2022 resulting in net proceeds of $ 7.6 million (stock issuance costs were $ 0.3 million).

The Company sold approximately 0.9 million shares under the ATM for the nine months ended September 30, 2023 resulting in net proceeds of $ 4.5 million (stock issuance costs were $ 0.2 million).

The Company sold approximately 1.8 million shares under the ATM for the nine months ended September 30, 2022 resulting in net proceeds of $ 10.6 million (stock issuance costs were $ 0.5 million).

Stock-based Compensation

4 unchanged sentences

Stock Options

During the six months ended June 30, 2023, the Company issued 21,241 stock options to one consultant.

These options were assigned a fair value of $ 1.07 per share (total fair value of $ 22,830 ).

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

During the nine months ended September 30, 2023, the Company issued 28,538 stock options to two consultants.

These options were assigned a fair value of $ 1.68 per share (total fair value of $ 47,830 ).

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 (total fair value of $ 75,002 ).

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

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

September 30,

Expected volatility

68.13 %- 95.7 %

97.58 %- 115.37 %

Risk free interest rate

4.21 %- 4.88 %

1.02 %- 3.275 %

Dividend yield rate

1 unchanged sentence

Closing price per share - common stock

$ 5.93 - $ 6.27

Common Share Issuances

For the six months ended June 30, 2023 and 2022, the Company issued 7,408 shares and 4,058 shares of common stock, respectively, to its investor relations firm for services provided during the period.

On December 15, 2022, the Board of Directors approved an equity grant valued at $ 200,000 in total to its five directors, which resulted in the issuance of a total of 52,085 shares of common stock to the five directors, valued on the grant date at $ 3.84 per share and issued on January 3, 2023.

On November 18, 2021, the Board of Directors approved an equity grant valued at $ 210,000 in total to its six directors, which resulted in the issuance of a total of 19,644 shares of common stock to the six directors, valued on the grant date at $ 10.69 per share.

There were 13,096 common shares issued to four directors on November 18, 2021 and the remaining 6,548 shares of common stock were issued to the two remaining directors on January 1, 2022.

For the nine months ended September 30, 2023 and 2022, the Company issued 9,985 shares and 7,276 shares of common stock, respectively, to its investor relations firm for services provided during the period.

On December 15, 2022, the Board of Directors approved an equity grant valued at $ 200,000 in total to its five independent directors, which resulted in the issuance of a total of 52,085 shares of common stock to the five independent directors, valued on the grant date at $ 3.84 per share and issued on January 3, 2023.

On November 18, 2021, the Board of Directors approved an equity grant valued at $ 210,000 in total to its six independent directors, which resulted in the issuance of a total of 19,644 shares of common stock to the six independent directors, valued on the grant date at $ 10.69 per share.

There were 13,096 common shares issued to four independent directors on November 18, 2021 and the remaining 6,548 shares of common stock were issued to the two remaining independent directors on January 1, 2022.

Restricted Stock Awards Issued

On May 3, 2023, the Board of Directors approved an equity grant valued at $ 120,000 to one new officer of the Company, which resulted in the issuance of a total of 35,088 shares of common stock to the new employee, valued on the grant date at $ 3.42 per share and issued on May 3, 2023.

On May 3, 2023, the Board of Directors approved an RSA equity grant valued at $ 120,000 to one new officer of the Company, which resulted in the issuance of a total of 35,088 shares of common stock to the new employee, valued on the grant date at $ 3.42 per share and issued on May 3, 2023.

These RSAs vest annually in equal installments over 3 years.

These 35,088 shares were included in the total outstanding common shares at June 30, 2023 and compensation expense will be recognized straight line over the three-year vesting period.

As of June 30, 2023 and December 31, 2022, there were 451,404 and 416,316 RSAs included in the total issued and outstanding common stock, respectively.

These 35,088 shares were included in the total outstanding common shares at September 30, 2023 and compensation expense will be recognized straight line over the three-year vesting period.

As of September 30, 2023 and December 31, 2022, there were 451,404 and 416,316 RSAs included in the total issued and outstanding common stock, respectively.

Compensation expense is recognized straight line over the three-year vesting period.

A total of $ 0.6 million and $ 0.4 million of compensation expense was recorded for the six months ended June 30, 2023 and June 30, 2022, respectively, for the RSAs.

As of June 30, 2023, there was $ 2.2 million of total unrecognized compensation cost related to these unvested RSAs.

A total of $ 0.9 million and $ 0.4 million of compensation expense was recorded for the nine months ended September 30, 2023 and September 30, 2022, respectively, for the RSAs.

As of September 30, 2023, there was $ 1.9 million of total unrecognized compensation cost related to these unvested RSAs.

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 1.79 years.

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, 2023 and 2022 are as follows (rounded in millions):

For the Three Months Ended June 30,

For the Six Months Ended June 30,

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, 2023 and 2022 are as follows (rounded in millions):

For the Three Months Ended

For the Nine Months Ended

September 30,

General and administrative expenses

5 unchanged sentences

Chakraborty, a member of the Company’s Board of Directors, is also the CEO of WDHT’s US division.

For the three months ended June 30, 2023 and 2022, the Company incurred $ 3,600 , in dues paid to WDHT.

For the six-months ended June 30, 2023 and 2022, the Company incurred $ 7,200 , 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.

For the three months ended September 30, 2023 and 2022, the Company incurred $ 3,600 , in dues paid to WDHT.

For the nine months ended September 30, 2023 and 2022, the Company incurred $ 10,800 , in dues paid to WDHT.

In addition, for the three months and nine months ended September 30, 2022, the Company incurred $ 0 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 of common stock under the Company’s ATM from July 1, 2023 to July 31, 2023 amounted to approximately 82,000 shares, which resulted in total net proceeds of approximately $ 0.4 million.

Sales of common stock under the Company’s ATM from October 1, 2023 to October 31, 2023 amounted to approximately 25,000 shares, which resulted in total net proceeds of approximately $ 111,000 .

Engineering Study of Lightbridge Fuel for use in CANDU reactors

On October 16, 2023, we engaged Institutul de Cercetări Nucleare Pitești, a subsidiary of Regia Autonoma Tehnologii pentru Energia Nucleara in Romania to perform an engineering study to assess the compatibility and suitability of Lightbridge Fuel for use in CANDU reactors.

This assessment, to be completed by the end of 2024, will cover key areas including mechanical design, neutronics analysis, and thermal and thermal-hydraulic evaluations.

The total fixed price to be paid by the Company for this study is $186,300, with $55,890 due within 15 calendar days of signing this agreement and the remaining balance, consisting of two payments of $70,349 and $60,061, due upon the meeting and acceptance of certain task milestones .

FORWARD-LOOKING STATEMENTS

36 unchanged sentences

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