What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-26 compared with 2025-03-03 · 113 added, 93 removed, 272 unchanged (43% of the section changed)

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In that event, the trading price of our common stock would likely decline, and you might lose all or part of your investment.

This report also contains forward-looking statements that involve risks and uncertainties.

Our results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this report and our other SEC filings.

This Annual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties.

See also “Forward-Looking Statements” above.

Risks Related to Our Business

Risks Related to Our Business and to the Commercialization of Lightbridge Fuel™

We will need to raise significant additional capital in the future to expand our operations and continue our R&D activities and we may be unable to raise such funds when needed on acceptable terms, or at all.

Any capital raises may cause significant dilution to our shareholders.

As of December 31, 2024, we had approximately $40.0 million in cash and cash equivalents.

We have experienced substantial and recurring losses from operations, which has created an accumulated deficit of $164.2 million as of December 31, 2024.

We will continue to incur losses because we are in the early development stage of commercializing our nuclear fuel.

We will need to raise significant additional capital (up to several hundred million dollars in total over the next 10-15 years) in order to continue our R&D activities and fund our operations through the commercialization of our nuclear fuel.

R&D costs may exceed our budget estimates, leading to financial strain and suspending our R&D activities.

Our current plan is to maximize external funding from third-party sources, including potentially the DOE, to support the remaining development, testing and demonstration activities relating to our metallic nuclear fuel technology.

When we elect to raise additional funds or additional funds are required, we may raise such funds from time to time through public or private equity offerings, debt financings or other financing alternatives.

Additional equity or debt financing, or other alternative sources of capital may not be available to us on acceptable terms, if at all.

If we are unable to meet our future financial obligations, we could be forced to delay, reduce, or cease our operations, including substantially decrease or suspend our R&D activities, or otherwise impede our ongoing business efforts, which could have a material adverse effect on our business, operating results, financial condition, and long-term prospects, and, investors may lose their entire investment in the Company.

In addition, if we are unable to demonstrate meaningful progress to further the development of our fuel products, it may be difficult for us to raise additional capital on terms acceptable to us or at all.

When we raise additional funds by issuing equity securities, including using our at-the-market (ATM) facility, our stockholders will experience dilution.

Sales of substantial amounts of our common stock may cause the trading price of our common stock to decline in the future.

We will need to raise significant additional capital in the future to continue our operations and fund our research and development activities required to advance the development and commercialization of our nuclear fuel.

Depending on a variety of factors, we may be unable to raise sufficient capital on acceptable terms, or at all, which could materially harm our business or result in significant dilution to our stockholders beyond what we currently expect.

As of December 31, 2025, we had approximately $201.9 million in cash and cash equivalents and an accumulated deficit of approximately $183.8 million.

We have incurred substantial and recurring losses from operations and expect to continue to incur significant losses for the foreseeable future as we remain in the early stages of developing our nuclear fuel.

Although we raised approximately $182.0 million of gross proceeds during 2025 through our ATM equity programs, our existing capital resources will be insufficient to fund our operations, research and development activities, and commercialization efforts to become cash-flow positive.

Our future capital requirements may be higher than currently anticipated due to factors such as increased research and development costs, unanticipated technical challenges, regulatory requirements, or delays in achieving development milestones.

We expect to seek additional funding through a combination of public or private equity offerings, strategic alliances, government grants, debt financings, or other financing arrangements.

However, such financing may not be available to us when needed, on acceptable terms, or at all.

Our ability to raise additional capital may depend on numerous factors, including market conditions, investor perception of our progress, regulatory developments, and broader economic conditions.

If we are unable to obtain sufficient additional capital when required, we may be forced to delay, reduce, or cease our operations, including substantially reducing or suspending our research and development activities, which would materially and adversely affect our business, financial condition, results of operations, and prospects.

In such circumstances, investors may lose all or a substantial portion of their investment in our common stock.

When we raise additional funds by issuing equity securities, including using our ATM facility, our stockholders will in some circumstances experience dilution, and sales of substantial amounts of our common stock may contribute to a decline in the trading price of our common stock.

New investors may have rights superior to existing securityholders.

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Any debt financing or additional equity that we raise may contain terms, such as liquidation and other preferences, which are not favorable to us or our stockholders.

If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may not be able to fully develop our nuclear fuel designs, our future operations will be limited, and our ability to generate revenues and achieve or sustain future profitability will be substantially harmed.

In particular, we may be required to delay, reduce the scope of or terminate one or more of our research projects, sell rights to our nuclear fuel technology or license the rights to such technologies on terms that are less favorable to us than might otherwise be available.

We are dependent upon significant U.S.

government funding and/or in-kind contributions and political support for nuclear power in order to complete our fuel development efforts and commercialize our nuclear fuel technology.

Our projected fuel development timeline is dependent upon receiving significant funding and/or in-kind contributions from the U.S.

government to not only support our ongoing R&D efforts, but to also provide confidence to our investors and reduce the need to raise funds through the issuance of additional dilutive equity securities.

Government funding of R&D is subject to the political process, which is inherently unpredictable and highly competitive.

The funding of government programs is dependent on budgetary limitations, congressional appropriations, and administrative allotment of funds, all of which are uncertain and may be affected by changes in U.S.

government policies resulting from various political developments.

If political support for the prioritization of the development of nuclear energy decreases, including due to policy changes by current or future administrations and changing congressional funding priorities, it may affect our ability to secure government funding which would adversely affect our business, fuel development timeline, financial condition, and results of operations.

Changes to, or termination of, any agreements with the U.S.

government national laboratories, or deterioration in our relationship with the U.S.

government, could adversely affect our research and development activities.

We are a party to agreements and arrangements with U.S.

national laboratories that are subject to review and approval by the DOE and which are important to our R&D activities.

Termination, expiration, or modification of one or more of these agreements or their agreements with others could adversely affect our future prospects to develop our fuel and/or commercially deploy it.

In addition, deterioration in our relationship with the U.S.

national laboratories that are parties to these agreements and/or the DOE could impair or impede our ability to successfully implement these agreements, which could adversely affect our R&D activities.

The amount of time and funding needed to bring our nuclear fuel to market may greatly exceed our projections.

The amount of time and funding needed to bring our nuclear fuel to market and generate revenue may greatly exceed our projections.

The development of our nuclear fuel will take a significant amount of time and funding, and any shortfall in R&D funding levels or a delay in achieving fuel development milestones, or uncertainty in regulatory licensing timelines could result in significant delays and cost overruns.

We cannot at this stage accurately predict the amount of funding or the time required to successfully manufacture and sell our nuclear fuel in the future.

However, our best estimate at this time is that our metallic fuel development program is expected to take 15-20 years and cost several hundred million U.S.

dollars before we can secure our initial commercial order for a batch reload.

We cannot at this stage accurately predict the amount of funding or the time required to successfully develop, manufacture and sell our nuclear fuel in the future.

However, our current estimate is that our metallic fuel development program is expected to take approximately 10-15 years before we can secure our initial commercial order for a batch reload.

The actual cost and time required to commercialize our fuel technology may vary significantly depending on, among other things, the results of our research and product development efforts;

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Because of this uncertainty, even if financing is available to us, we may need significantly more capital than anticipated, which may not be available on terms acceptable to us or at all, and the expected revenues and other expected benefits from our nuclear fuel technology may be delayed or never realized.

Declining Political Support or Reductions in Government Funding for Nuclear Energy Could Materially Adversely Affect Our Business.

Our business strategy depends on sustained political support for nuclear energy and advanced reactor technologies.

While recent policy actions have been favorable, political priorities can shift rapidly with changes in administration, congressional leadership, or broader public sentiment.

A reduction in bipartisan support for nuclear innovation could materially affect the regulatory environment, slow or complicate licensing pathways, limit access to government programs, or reduce the willingness of federal agencies to engage in long‑term partnerships.

Although we do not rely exclusively on U.S.

government funding, any such changes could materially impact our business.

Many of the programs that support the development, testing, and commercialization of advanced nuclear technologies are subject to annual appropriations and policy direction from elected officials.

Even if such programs remain authorized, diminished political backing could result in reduced funding levels, delays in grant or contract awards, or changes in program priorities that no longer align with our technology.

Any of these outcomes could adversely impact our development timelines, increase our capital requirements, or limit our ability to advance our fuel technology.

Our current economic model for selling our nuclear fuel may prove to be inaccurate and subject to competition and our nuclear fuel technology products may not be cost effective.

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A failure of our current and future economic models, or a failure to find a strategic alternative, such as a potential business combination partner, would adversely affect our business, financial condition, and results of operations and may result in the failure of the Company.

The cost of production of our nuclear fuel could be prohibitively expensive.

In order for our metallic fuel to succeed, we will need to be able to produce our nuclear fuel at a price that is economically viable.

We have received estimates that metallization of our nuclear fuel could be achieved at a commercial scale for approximately $5,000 to $10,000 per kilogram of heavy metal using known metallization/de-conversion technologies.

To bring the cost of metallization/de-conversion further down, we estimate that it would require a new government-funded research and development program that could take 15-20 years or longer and cost several billion dollars.

In October 2024, DOE launched a HALEU program whereby DOE is funding production of 250 metric tons of HALEU in both oxide and metallic forms in the United States over the next 10 years to facilitate establishment of a U.S.

supply chain for HALEU.

There can be no assurance that we will be able to produce our nuclear fuel at a price that is economically feasible or that future research efforts will lower the cost of production.

If we are unable to produce our nuclear fuel at a price that is economically viable, the market for our nuclear fuel may never develop and our current business model will fail.

Dependence on the Future Availability of Cost-Competitive Metallic HALEU and Commercial-Scale Fuel Fabrication Infrastructure

A key factor affecting the long-term commercial viability of our metallic nuclear fuel is the ability to produce fuel at a cost that is economically competitive for reactor operators.

Although our current fuel development activities are not dependent on commercial availability of HALEU or commercial metallization/de-conversion capabilities, the future commercialization of Lightbridge Fuel™ will ultimately require a reliable supply of HALEU in metallic form and the development of commercial-scale metallization and fabrication infrastructure.

At present, no commercial supplier in the United States provides HALEU in metallic form at the enrichment levels and quantities needed for commercial deployment of our nuclear fuel, and existing metallization/de-conversion processes remain limited to government-supported research settings.

While these constraints are not expected to impact our near-term R&D activities or our ability to execute the current phases of our fuel development program, they represent known long-term industry uncertainties.

If future metallization/de-conversion costs prove to be higher than expected, or if government-supported technology development does not lead to commercially viable cost levels, our fuel may not achieve the economic competitiveness necessary for broad market adoption.

These supply chain limitations may influence the timing, production costs, and capital requirements associated with eventual commercialization of Lightbridge Fuel™, including the need for additional government programs, strategic partnerships, or capital investment to establish the supporting fuel cycle infrastructure.

We will evaluate the potential costs associated with future industrial-scale fabrication of our fuel and the impact of those costs on our commercialization strategy, partnerships, and long-term capital requirements.

However, our evaluation of such costs is subject to significant uncertainty because no commercial-scale metallization/de-conversion capability exists today in the United States for the type of fuel we intend to produce.

We have limited experience deploying and operating a dedicated nuclear fuel fabrication facility, and our lack of operational experience with a LEFF could materially and adversely affect our business.

We have not previously constructed, licensed, or operated a pilot-scale and/or commercial-scale nuclear fuel fabrication facility.

The proposed LEFF would represent a new and highly specialized manufacturing capability involving complex metallurgical processes, nuclear material handling, criticality safety controls, quality assurance systems, and compliance with extensive regulatory requirements.

Our management team has limited direct experience designing, constructing, commissioning, and operating a dedicated nuclear fuel fabrication facility of the type contemplated for the LEFF.

The deployment of the LEFF would require significant capital investment, specialized technical expertise, qualified personnel, supply chain coordination, regulatory approvals from the NRC, various local permits, and access to sufficient quantities of HALEU.

The process of developing operational capabilities at the LEFF could involve substantial engineering challenges, process development risks, construction delays, cost overruns, equipment procurement challenges, equipment performance issues, and regulatory licensing uncertainties.

If we are unable to effectively manage these complexities, we may experience significant delays, increased capital expenditures, safety or compliance issues, or an inability to achieve targeted production volumes or quality standards.

In addition, operating a nuclear fuel fabrication facility requires adherence to rigorous nuclear quality assurance standards, environmental, health, and safety regulations, security requirements, and nuclear material accountability protocols.

Any failure to establish or maintain appropriate operational controls could result in regulatory enforcement actions, license modifications, civil penalties, operational shutdowns, reputational harm, or increased oversight.

Recruiting and retaining personnel with the requisite nuclear fabrication, metallurgical, and regulatory compliance expertise may also prove difficult or costly.

If we are unable to successfully design, license, construct, commission, and operate the LEFF on a timely and cost-effective basis, our ability to manufacture lead test rods and/or lead test assemblies, scale production to commercial quantities, and generate future revenues from fuel sales could be materially and adversely affected.

Any such difficulties could significantly delay our commercialization timeline, require additional capital raising, dilute existing stockholders, or adversely impact our business, financial condition, results of operations, and prospects.

Changes to, or termination of, any agreements with the U.S.

government national laboratories, or deterioration in our relationship with the U.S.

government, could adversely affect our research and development activities.

We are a party to agreements and arrangements with U.S.

national laboratories that are subject to review and approval by the DOE and which are important to our R&D activities.

In addition, deterioration in our relationship with the U.S.

Development of our nuclear fuel technology is dependent upon the availability of a test reactor and access to adequate resources and manufacturing capabilities at national laboratories.

Our fuel designs are still in the research and development stage and further research, development, and demonstration will be required in test facilities.

We had intended to conduct further testing of our fuel designs at the Halden research reactor located in Halden, Norway.

However, the Halden research reactor, which became operational in 1958, was shut down in June 2018 and will not reopen.

The Company has identified alternative options to generate the irradiation data we need to support regulatory licensing of our LTA operation in a commercial reactor, such as the ATR at INL, but pursuing such alternatives to the Halden research reactor may significantly delay further testing of our fuel designs.

Our fuel designs are still in the research and development stage and further research, development, and demonstration will be required in test facilities, such as the ATR at INL.

We may not be able to contractually secure another reactor in which to test our fuel designs.

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There is a risk that the fuel fabrication process utilized to date to produce our metallic fuel rods may not be feasibly adapted to the fabrication of full-length metallic fuel rods usable in commercial reactors.

The cost of production of our nuclear fuel could be prohibitively expensive.

In order for our metallic fuel to succeed, we will need to be able to produce our nuclear fuel at a price that is economically viable.

We have received estimates that production of our nuclear fuel could be achieved at a commercial scale for approximately $5,000 to $10,000 per kilogram using known metallization/de-conversion technologies.

supply chain for HALEU.

There can be no assurance that we will be able to produce our nuclear fuel at a price that is economically feasible or that future research efforts will lower the cost of production.

If we are unable to produce our nuclear fuel at a price that is economically viable, the market for our nuclear fuel may never develop and our current business model will fail.

We are part of the nuclear power industry, which is highly regulated.

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Furthermore, nuclear fuel fabrication and the use of new nuclear fuels in reactors must be licensed by the NRC and equivalent governmental authorities around the world.

In many countries, the licensing process includes public hearings in which opponents of the use of nuclear power might be able to cause the issuance of required licenses to be delayed or denied.

In many countries, the licensing process includes public hearings and allows for an extensive administrative process, which may delay the issuance of necessary licenses.

Upon commercialization, a reduction or elimination of customer contracts or future customer contracts resulting from lower public support, less raw materials, lower demand, increased regulation, and increased costs could adversely affect our business model and future prospects.

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In addition, the U.S.

federal government and many states have adopted a variety of government subsidies and utility incentives to allow renewable energy sources, such as biofuels, wind, and solar energy, to compete with conventional sources of energy that have historically been less expensive, such as fossil fuels and nuclear power.

We may face additional indirect competition from providers of renewable energy sources, particularly in wind and solar energy, if government subsidies and utility incentives for those sources of energy remain or increase or if such sources of energy are mandated.

Additionally, the availability of subsidies and other incentives from utilities or government agencies to install alternative renewable energy sources may negatively impact our potential customers’ desire to purchase our products and services, or may be utilized by our existing or new competitors to develop a competing business model or products or services that may be potentially more attractive to customers than ours, any of which could have a material adverse effect on our results of operations or financial condition.

federal and state government policies have created deployment uncertainty for nuclear power.

While many prior federal incentives prioritizing wind and solar energy deployment have largely expired, many state incentive programs remain in place.

federal government policy has shifted to encourage fossil fuels and nuclear power.

However, the timelines for deployment, including the time to license projects, remain an obstacle for nuclear power.

This may negatively impact our project licensing and our potential customers’ desire to purchase our products and services, or may be utilized by our existing or new competitors to develop a competing business model or products or services that may be potentially more attractive to customers than ours, any of which could have a material adverse effect on our results of operations or financial condition.

We are dependent on management and key personnel for our success, and the loss of which could have a material adverse effect on our business.

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Such competitor ATF designs could undermine our nuclear fuel’s economic value proposition if they extend the operating cycle length beyond 18 months.

Recently, the Nuclear Regulatory Commission (NRC) approved an increase in the burnup limit for a different manufacturer’s ATFs design, which could eventually allow that design to achieve a cycle length beyond 18 months.

Recently, the NRC approved an increase in the burnup limit for a different manufacturer’s ATFs design, which could eventually allow that design to achieve a cycle length beyond 18 months.

Some companies have existing long-term commercial contracts with nuclear power utilities that we do not have.

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Even if we were able to obtain a license, the rights may be nonexclusive, which could result in our competitors gaining access to the same intellectual property.

Ultimately, we could be forced to cease some aspect of our business operations if, as a result of actual or threatened patent infringement claims, we are unable to enter into licenses on acceptable terms.

Ultimately, we could be forced to cease some aspects of our business operations if, as a result of actual or threatened patent infringement claims, we are unable to enter into licenses on acceptable terms.

This could significantly and adversely affect our business, financial condition, and results of operations.

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The occurrence of cybersecurity incidents, or a deficiency in our cybersecurity or the cybersecurity of our service providers, could negatively impact our business by causing disruptions to our operations, a compromise or corruption of our confidential information, regulatory enforcement and other legal proceedings, and/or damage to our business, all of which could negatively impact our financial results.

We retain highly confidential information in our systems and databases on third-party network providers.

Although we maintain security features in our systems designed to protect proprietary information and prevent data loss and other cybersecurity incidents,, such measures cannot provide absolute security and our operations may be susceptible to incidents affecting our third-party networks, including from circumvention of security systems, denial of service attacks or ransomware, hacking, computer viruses or malware, technical malfunction, employee error or noncompliance, malfeasance, physical breaches, or system disruptions.

Evolving technologies, such as the use of artificial intelligence, also pose new threats to cybersecurity.

We outsource certain functions, including IT functions, and these relationships allow for the storage and processing of our information, as well as customer, counterparty, and employee information.

While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described below.

The third-parties with which we outsource certain of our IT functions utilize a variety of systems and cybersecurity capabilities, and such third-parties may not be successful in preventing a cybersecurity incident that exploits a weakness in their cybersecurity systems.

We retain highly confidential information in our systems and those of third-party providers.

Although we maintain security features designed to protect proprietary information and prevent cybersecurity incidents, such measures cannot provide absolute security and our operations may be susceptible to incidents including without limitation from circumvention of security systems, denial of service attacks, ransomware, hacking, malware, technical malfunction, employee error or noncompliance, malfeasance, physical breaches, or system disruptions.

Evolving technologies, such as the use of artificial intelligence, also pose evolving threats to cybersecurity.

We outsource certain functions, including IT functions, and these relationships involve the processing of our information, as well as customer, counterparty, and employee information.

While we engage in actions to reduce our exposure resulting from outsourcing, we remain susceptible to third-party cybersecurity incidents.

In some cases, we may not be aware of cybersecurity incidents immediately as we rely on such third-parties to inform us of a cybersecurity incident that could affect our information contained in their systems.

Cybersecurity incidents may jeopardize the security, trade secrets, confidential data, or other information stored in and transmitted through our systems or the systems of third parties.

Cybersecurity incidents may jeopardize trade secrets, other confidential data, or further information processed by our systems or the systems of third parties.

In addition, cybersecurity incidents may cause extended disruptions to operations and thus could impact our ability to develop products and conduct research and development.

The techniques used to obtain unauthorized access, disable, or degrade service, or sabotage systems, change frequently, may be difficult to detect for a long time, and often are not recognized until after data has been taken or significant systems are compromised.

The techniques used to obtain unauthorized access, disable, or degrade service, or sabotage systems, change frequently, may go undetected for extended periods, and often are not recognized until after data has been taken or significant systems are compromised.

Certain efforts may be nation-state sponsored and supported by significant financial and technological resources and therefore may be even more difficult to detect.

We, or the third-parties with whom we contract, may not anticipate these techniques or implement adequate preventive measures.

We, or the third-parties with whom we contract, may not anticipate these evolving techniques or implement adequate preventive measures.

We currently expend and may be required to further expend significant additional capital and other resources to protect against or respond to cybersecurity incidents.

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These issues are likely to become more difficult as we expand our operations.

Any breach of our security measures, or even a perceived breach of our security measures, could cause us to lose potential customers, investors, government contracts and governmental approvals;

Any cybersecurity incident or even a perceived cybersecurity incident could cause us to:

lose potential customers, investors, government contracts and governmental approvals;

suffer material harm to our business, financial condition, operating results, and reputation;

or be subject to regulatory actions, litigation, sanctions, or other statutory penalties.

AI and generative AI applications present risks and challenges that can impact our business.

While we integrate AI and generative AI (collectively, AI) into our day-to-day operations and research and development efforts to enhance efficiency and effectiveness, rapid advancements in AI technologies pose a risk, including that the algorithms may be flawed, misused or otherwise function in an unexpected manner;

data sets may be insufficient, of poor quality, or contain biased information;

and inappropriate or controversial data practices by data scientists, engineers, and end-users could impair results.

Issues in the use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations to the extent we rely on the use of AI.

In addition to our own use of AI, our vendors may integrate AI into their products that we use without adequate notice to us.

Vendors may not be able to comply with existing or rapidly evolving regulatory or industry standards for privacy and data protection, potentially exposing us to cybersecurity risk.

If we, our vendors or third-party partners experience an actual or perceived breach or privacy or cybersecurity incident because of our, a vendor, or a third-party partner’s use of AI, it could lead to the loss of valuable intellectual property and confidential information.

Such cybersecurity incidents could also harm our reputation and public perception of our security measures.

Moreover, malicious actors worldwide increasingly employ sophisticated AI techniques to illegally obtain and misuse personal information, confidential data, and intellectual property.

Any of these scenarios could result in reputational damage, loss of valuable assets, and adverse impacts on our business.

Technological changes could render our technology and products uncompetitive or obsolete, which could prevent us from achieving market share and sales.

Our failure to refine or advance our fuel technologies could cause our nuclear fuel to become uncompetitive or obsolete, which could prevent us from achieving market share and sales.

We may need to invest significant financial resources in research and product development to keep pace with technological advances in the industry and to compete in the future;

we may be unable to secure such financing.

We may need to invest significant financial resources in research and product development to keep pace with technological advances in the industry and to compete in the future, and we may be unable to secure such financing.

A variety of competing alternative technologies may be in development by other companies that could result in lower manufacturing costs and/or higher fuel performance than those expected for our fuel products.

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the inability to successfully integrate or benefit from acquired technologies or services;

risk that we are unable to obtain the anticipated benefits of any potential acquisition, including synergies or economies of scale;

the inability to obtain the anticipated benefits of any potential acquisition, including synergies or economies of scale;

any unanticipated costs or liabilities associated with the acquisition;

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Accordingly, our efforts to enforce our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

We have in the past worked closely with employees in Russia and other Russian contractors and entities to develop some of our material intellectual property.

Some of our earlier intellectual property rights originate from our patent filings in Russia.

Our worldwide rights in some of this intellectual property, therefore, may be affected by Russian intellectual property laws, including laws adopted in response to international sanctions against Russia or otherwise.

In particular, in response to the sanctions imposed by OFAC as a result of Russia’s invasion of Ukraine, the Russian government issued a decree in March 2022 stating that patent holders associated with foreign states that commit “unfriendly actions against Russian legal entities and individuals” will be entitled to no renumeration from the unsanctioned use of such patent holders’ intellectual property.

If the application of Russian laws to some of our intellectual property rights proves inadequate, or if the rights of foreign holders of intellectual property in Russia adversely change as a result of hostilities between Russia and other countries or otherwise, we may not be able to fully avail ourselves of all of our intellectual property, and our business model may be impeded.

Additionally, sanctions or other restrictions on payments made to Russia imposed by the United States government in response to Russia’s invasion of Ukraine may make it more difficult for us to maintain patent protection in certain foreign jurisdictions.

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If our competitors independently develop equivalent knowledge, methods, and know-how, we would not be able to assert our trade secrets against them and our business could be harmed.

Applicable Russian intellectual property law may not protect some of our intellectual property, which could have a material adverse effect on our business.

Intellectual property rights have been evolving in Russia, and are trending towards international norms, but are still developing.

We have worked closely with employees in Russia and other Russian contractors and entities to develop some of our material intellectual property.

Some of our earlier intellectual property rights originate from our patent filings in Russia.

The laws of certain foreign jurisdictions do not protect intellectual property rights to the same extent as the laws of the United States, and many companies have encountered significant challenges in protecting and defending such rights in such foreign jurisdictions.

The legal systems of certain countries, particularly developing countries, do not favor the enforcement of patents and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents.

Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business.

Material weaknesses in our internal control over financial reporting may be identified, which could adversely affect our ability to provide accurate and timely financial statements and harm investor confidence.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal controls are designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles (GAAP).

Internal controls are designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with U.S.

generally accepted accounting principles (GAAP).

However, internal controls have inherent limitations and may not prevent or detect misstatements, errors, or fraud.

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potential enforcement actions or penalties.

As reported on the Annual Report on Form 10-K for the year ended December 31, 2023, we previously identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.

Specifically, management identified a material weakness related to the design of our controls over logical access and segregation of duties, at the application control level, in certain information technology environments.

The Company’s management, under the oversight of the Audit Committee, took measures and remediated these deficiencies.

Management, including our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 and concluded that we remediated the material weakness in our internal control over financial reporting from the prior year.

Controls and Procedures in this Annual Report on Form 10-K for additional information about the material weakness.

Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.

Controls and Procedures in this Annual Report on Form 10-K for additional information.

However, we may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatement of our financial statements or cause us to fail to meet our periodic reporting obligations.

Risks Related to the Ownership of Our Common Stock

The issuance of additional stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise will dilute all other stockholders.

The issuance of additional stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise will in some circumstances dilute our stockholders.

Our amended and restated certificate of incorporation authorizes the Company to issue up to 100,000,000 shares of common stock and up to 10,000,000 shares of preferred stock with such rights and preferences as may be determined by our board of directors.

Subject to compliance with applicable rules and regulations, we may seek to expand the number of authorized common shares, and issue shares of common stock or securities convertible into our common stock from time to time in connection with a financing, acquisition, investment, our stock incentive plans or otherwise.

Any such issuance could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline.

The Company currently has a limited number of authorized common shares available for future issuance.

As of February 27, 2025, we had 3.1 million authorized but unissued common stock shares, excluding an additional 1.1 million shares reserved under the 2020 omnibus incentive equity plan.

The board of directors has approved an increase in the Company’s authorized common stock from 25,000,000 shares to 100,000,000 shares and this issue will be voted on by the Company’s stockholders at the next stockholders annual meeting, which is expected to occur in June 2025.

If the increase in the authorized number of shares is not approved by the Company’s stockholders, the Company may not have the ability to raise capital funds that may be necessary to further develop its core business, to finance working capital requirements, to have shares available for use in connection with its stock option plans, and to pursue other corporate purposes that may be identified by the board of directors.

The sale and issuance of shares of common stock under our ATM facility has resulted in dilution to our existing stockholders.

Any additional issuances could result in substantial additional dilution to our existing stockholders and cause the trading price of our common stock to decline.

We may issue preferred stock with rights senior to our common stock.

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There may be volatility in our stock price, which could negatively affect investments, and our stockholders may not be able to resell their shares at or above the value they originally purchased such shares.

The market price of our common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control, including:

The market price of our common stock has fluctuated and may continue to fluctuate significantly in response to a number of factors, some of which are beyond our control, including:

trading volume of our common stock;

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failure to obtain or maintain analyst coverage of our common stock, changes in earnings estimates or recommendations by securities analysts, or our failure to achieve analyst earnings estimates;

ongoing sales of common stock under our ATM facility;

future sales of our common stock or other securities by us or our stockholders;

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The stock market may experience extreme volatility that is often unrelated to the performance of particular companies.

These market fluctuations may cause our stock price to fall regardless of the Company’s performance.

These market fluctuations may cause our stock price to fall regardless of the Company’s performance or related factors that are specific to the Company.

Our ability to utilize our net operating loss carryforwards to offset future taxable income will be limited and may also expire.

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We did not perform a complete Section 382 study to determine the limitation on prior year NOLs, due to the long timeline for developing our nuclear fuel to commercialization to generate taxable income.

Further, based on the results of our phase I Section 382 study in 2022, it’s likely our NOLs generated prior to the 2018 tax year will expire unused given the 20-year carry forward period for these NOLs.

Future ownership changes, some of which may be beyond our control, as well as differences and fluctuations in the value of our equity securities may adversely affect our ability to utilize our current and future NOLs and could reduce our flexibility to raise capital in future equity financings or other transactions, or we may decide to pursue transactions even if they would result in an ownership change and impair our ability to use our NOLs.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors