LIGHTBRIDGE Corp 10-Q for FY2021 Q3

LIGHTBRIDGE Corp (LTBR)

10-Q 2021-11-08 For: 2021-09-30

Added on April 11, 2026

About this 10-Q

LIGHTBRIDGE Corp filed this 10-Q on November 8, 2021, covering the quarter ended September 30, 2021 (FY2021 Q3).

Headline figures

Quarter ended September 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $0 a year earlier
Net loss: $1.91M; compared with a net loss of $3.06M a year earlier
Diluted EPS: -$0.31; compared with -$0.80 a year earlier

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Title of Each Class:		Trading Symbol(s):		Name of Each Exchange on Which Registered:
Common Stock, $0.001 par value		LTBR		The Nasdaq Capital Market

Large Accelerated Filer	☐	Accelerated Filer	☐
Non- accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		7,628,542

		Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	3
	Unaudited Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2021 and 2020	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020	5
	Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2020 and 2021	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
	Forward - Looking Statements	21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32

SIGNATURES		33

	September 30,			December 31,
	2021			2020

ASSETS
Current Assets
Cash and cash equivalents	$	16,133,652		$	21,531,665
Other receivables		110,000			—
Prepaid expenses and other current assets		247,211			172,460
Total Current Assets		16,490,863			21,704,125
Other Assets
Trademarks		101,583			85,562
Total Assets	$	16,592,446		$	21,789,687

Current Liabilities
Accounts payable and accrued liabilities	$	1,107,865		$	382,130
Accrued legal settlement costs		-			4,200,000
Total Current Liabilities		1,107,865			4,582,130

Commitments and Contingencies - Note 4

Stockholders’ Equity
Preferred stock, $0.001par value, 10,000,000authorized shares		-			-
Convertible Series A preferred shares,663,767shares and 699,878 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively (liquidation preference $2,614,186 and $2,613,025 at September 30, 2021 and December 31, 2020, respectively)		663			699
Convertible Series B preferred shares, 2,666,667 shares issued and outstanding at September 30, 2021 and December 31, 2020 (liquidation preference $5,159,162 and $4,897,517 at September 30, 2021 and December 31, 2020, respectively)		2,667			2,667
Common stock, $0.001par value, 13,500,000 shares authorized,7,208,739 shares and 6,567,110 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		7,209			6,567
Additional paid-in capital		150,163,990			146,353,232
Accumulated deficit		(134,689,948	)		(129,155,608	)
Total Stockholders’ Equity		15,484,581			17,207,557
Total Liabilities and Stockholders’ Equity	$	16,592,446		$	21,789,687

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Revenue	$	—		$	—		$	—		$	—

Operating Expenses
General and administrative		1,763,060			2,835,471			5,061,820			6,800,892
Research and development		439,630			261,898			1,082,394			767,498
Total Operating Expenses		2,202,690			3,097,369			6,144,214			7,568,390

Other Operating Income
Distribution from joint venture		-			-			110,000			-
Grant income		288,884			29,662			459,997			29,662
Total Other Operating Income		288,884			29,662			569,997			29,662
Operating Loss		(1,913,806	)		(3,067,707	)		(5,574,217	)		(7,538,728	)

Other Income
Interest income		1,551			4,645			6,183			79,474
Foreign currency transaction gain		-			-			33,694			-
Total Other Income		1,551			4,645			39,877			79,474

Net Loss Before Income Taxes		(1,912,255	)		(3,063,062	)		(5,534,340	)		(7,459,254	)
Income taxes		—			-			-			-
Net Loss	$	(1,912,255	)	$	(3,063,062	)	$	(5,534,340	)	$	(7,459,254	)

Accumulated preferred stock dividend		(135,091	)		(128,937	)		(399,838	)		(383,086	)
Deemed additional dividend on preferred stock dividend due to the beneficial conversion feature		(59,314	)		(55,940	)		(175,211	)		(165,551	)

Net loss attributable to common stockholders	$	(2,106,660	)	$	(3,247,939	)	$	(6,109,389	)	$	(8,007,891	)

Net Loss Per Common Share, Basic and Diluted	$	(0.31	)	$	(0.80	)	$	(0.92	)	$	(2.22	)
Weighted Average Number of Common Shares Outstanding		6,759,662			4,053,644			6,648,803			3,613,349

	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 – January 1, 2020		757,770		$	757			2,666,667	$	2,667		3,252,371	$	3,252	$	133,932,615		$	(114,738,342	)	$	19,200,949

Conversion of 11,874 preferred shares to 1,255 shares of common shares		(11,874	)		(12	)		—		—		1,255		1		11			—			—
Shares issued - registered offerings – net of offering costs		—			—			—		—		110,053		111		399,564			—			399,675
Stock-based compensation		—			—			—		—		—		—		6,085			—			6,085
Net loss for the three months ended March 31, 2020		—			—			—		—		—		—		—			(2,264,086	)		(2,264,086	)
Balance – March 31, 2020		745,896		$	745			2,666,667	$	2,667		3,363,679	$	3,364	$	134,338,275		$	(117,002,428	)	$	17,342,623

Conversion of 17,080 preferred shares to 1,847 shares of common shares		(17,080	)		(17	)		—		—		1,847		2		15			—			—
Shares issued - registered offerings – net of offering costs		—			—			—		—		437,341		437		2,277,885			—			2,278,322
Exercise of 6,548 options at $3.82 each		—			—			—		—		6,548		6		25,007			—			25,013
Stock-based compensation		—			—			—		—		—		—		6,085			—			6,085
Net loss for the three months ended June 30, 2020		—			—			—		—		—		—		—			(2,132,106	)		(2,132,106	)
Balance – June 30, 2020		728,816		$	728			2,666,667	$	2,667		3,809,415	$	3,809	$	136,647,267		$	(119,134,534	)	$	17,519,937

Conversion of 16,689 preferred shares to 1,846 shares of common shares		(16,689	)		(16	)		—		—		1,846		2		14			—			—
Shares issued - registered offerings – net of offering costs		—			—			—		—		601,700		602		2,461,073			—			2,461,675
Common stock issued to consultant for services		—			—			—		—		4,000		4		16,996			—			17,000
Reverse of stock-based compensation for forfeited stock options		—			—			—		—		—		—		(4,060	)		—			(4060	)
Net loss for the three months ended September 30, 2020		—			—			—		—		—		—		—			(3,063,062	)		(3,063,062	)
Balance – September 30, 2020		712,127		$	712			2,666,667	$	2,667		4,416,961	$	4,417	$	139,121,290		$	(122,197,596	)	$	16,931,490

	At September 30,
	2021		2020
Warrants outstanding		45,577		70,361
Stock options outstanding		568,995		515,985
RSUs outstanding		235,850		-
Series A convertible preferred stock to common shares		79,279		79,297
Series B convertible preferred stock to common shares		286,620		267,405
Total		1,216,321		933,048

	September 30,		December 31,
*Outstanding Warrants*	2021		2020

Issued to Investors on October 25, 2013, entitling the holders to purchase 20,833 common shares in the Company at an exercise price of $138.00 per common share up to and including April 24, 2021. In 2016, 4,954 of these warrants were exchanged for common stock, and all remaining warrant holders agreed to new warrant terms, which excluded any potential net cash settlement provisions in exchange for a reduced exercise price of $75.00 per share (warrants expired).		-		13,665
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 up to and including May 16, 2022. On June 30, 2016, the warrant holders agreed to new warrant terms, which excluded any potential net cash settlement provisions in order to classify them as equity in exchange for a reduced exercise price of $75.00 per share.		45,577		45,577
Issued to an investment bank and subsequently transferred to a principal of the investment bank regarding the Series B Preferred Stock investment on January 30, 2018, entitling the holder to purchase 11,119 common shares in the Company at an exercise price of $18.00 per share, up to and including January 30, 2021 (warrants expired).		-		11,119
Total		45,577		70,361

Expected volatility		95.15% to 131.85	%
Risk free interest rate		0.06% to 0.93%
Dividend yield rate		0
Weighted average years		1-6 years
Closing price per share – common stock	$	$4.55 to $6.51

	Three Months Ended September 30,					Nine Months Ended September 30,
	2021		2020			2021		2020

General and administrative expenses	$	54,000	$	(4,000	)	$	301,000	$	8,000
Total stock-based compensation expense	$	54,000	$	(4,000	)	$	301,000	$	8,000

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Beginning of the period – January 1, 2021		515,847		$	20.23	$	14.51
Granted		58,164			6.72		2.58
Exercised		-			-		-
Forfeited		(3,997	)		62.52		43.63
Expired		(1,019	)		329.81		291.73
End of the period – September 30, 2021		568,995		$	18.00	$	12.59
Options exercisable		557,229		$	18.26	$	12.77

	Shares			Weighted Average Exercise Price		Weighted Average Fair Value Grant Date

Non-vested – December 31, 2019		84,873			10.73		5.15

Granted		7,634			4.45		3.28
Vested		(41,552	)		10.80		8.29
Forfeited		(1,229	)		10.80		8.33
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 – September 30, 2021		11,766			5.71		4.25

	Stock Options Outstanding						Stock Options Vested
	Weighted						Weighted
	Average						Average
	Remaining				Weighted		Remaining				Weighted
	Contractual		Number		Average		Contractual		Number		Average
	Life		of		Exercise		Life		of		Exercise
Exercise Prices	-Years		Awards		Price		-Years		Awards		Price

$ 3.82-$9.00		5.59		150,479	$	5.10		5.28		138,713	$	5.05
$ 9.01-$12.48		6.85		132,864	$	10.80		6.85		132,864	$	10.80
$ 12.49-$24.00		5.38		199,790	$	14.19		5.38		199,790	$	14.19
$ 24.01-$72.00		3.97		62,771	$	55.07		3.97		62,771	$	55.07
$ 72.01-$75.60		3.40		23,091	$	75.59		3.40		23,091	$	75.59
Total		5.55		568,995	$	18.00		5.47		557,229	$	18.26

	Year Ending December 31,
	2021		2022		2023		Total
Scheduled vesting		78,617		78,616		78,617		235,850

	·	those concerning market and business segment growth, demand, and acceptance of our nuclear fuel technology and other steps to commercialization of Lightbridge Fuel™;

	·	any projections of sales, earnings, revenue, margins, or other financial items;

	·	any statements of the plans, strategies, and objectives of management for future operations and the timing and outcome of the development of our nuclear fuel technology;

	·	any statements regarding future economic conditions or performance;

	·	uncertainties related to conducting business in foreign countries;

	·	any statements about future financings and liquidity

	·	the Company’s anticipated financial resources and position; and

	·	all assumptions, expectations, predictions, intentions, or beliefs about future events and other statements that are not historical facts

	·	our ability to commercialize our nuclear fuel technology, including risks related to the design and testing of nuclear fuel incorporating our technology and the degree of market adoption of the Company’s product and service offerings;

	·	dependence on strategic partners;

	·	our ability to fund general corporate overhead and outside research and development costs;

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

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

	·	our ability to employ and retain qualified employees and consultants that have experience in the nuclear industry;

	·	competition and competitive factors in the markets in which we compete, including from accident tolerant fuels;

	·	the availability of nuclear test reactors and the risks associated with unexpected changes in our nuclear fuel development timeline;

	·	the increased costs associated with metallization of our nuclear fuel;

	·	risks associated with the further spread and uncertainty of COVID-19, including the ultimate impact of COVID-19 on people, economies, our ability to access capital markets, the Company’s financial position, results of operations or liquidity;

	·	public perception of nuclear energy generally;

	·	changes in laws, rules, and regulations governing our business;

	·	changes in the political environment;

	·	development and utilization of, and challenges to, our intellectual property;

	·	the risks associated with potential shareholder activism;

	·	potential and contingent liabilities; and

	·	the other risks identified in Item 1A. Risk Factors included in our Annual report on Form 10-K for the year ended December 31, 2020.

	·	Overview of Our Business and recent developments — a general overview of our business and updates;

	·	Critical Accounting Policies and Estimates — a discussion of accounting policies that require critical judgments and estimates;

	·	Operations Review — an analysis of our condensed consolidated results of operations for the periods presented in our condensed consolidated financial statements; and

	·	Liquidity, Capital Resources, and Financial Position — an analysis of our cash flows, and an overview of our financial position.

	·	On May 11, 2021, we announced successful demonstration of the manufacturing process for three-lobe, six-foot rods using surrogate materials. This demonstration of Lightbridge’s proprietary manufacturing process uses an internally developed and patented high-temperature coextrusion process. The six-foot length of the surrogate rods is the typical length of the fuel rods used by many SMRs now in development and licensing. Future fabrication of high-assay low-enriched uranium (HALEU) rodlets for loop irradiation testing in the Advanced Test Reactor, and ultimately commercial length HALEU fuel rods, will use similar processing techniques to create Lightbridge Fuel™. Performing fabrication development activities with surrogate materials allows Lightbridge to use a broader range of suppliers and is a cost-effective approach as it does not require uranium material.

	·	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 the project is 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 Cooperative Research and Development Agreement (CRADA) with the Battelle Memorial Institute, Pacific Northwest Division, the operating contractor of the PNNL, in collaboration with the DOE. The project commenced in the third quarter of 2021 and is expected to be completed by the third quarter of 2022. The total project value is approximately $663,000, with three-quarters of this amount funded by DOE for the scope performed by PNNL.

	·	We were awarded a GAIN voucher by the DOE in 2019 for the experiment design for irradiation of material samples of Lightbridge Fuel™ in the Advanced Test Reactor (ATR) at Idaho National Laboratory (INL). On April 22, 2020, we entered into a CRADA with Battelle Energy Alliance, LLC (BEA), the DOE’s operating contractor at INL. The project commenced in the second quarter of 2020 and was originally expected to be completed in the second quarter of 2021. However, because of project staffing issues at INL related to the laboratory’s COVID-19 restrictions and U.S. export control matters, the project was completed during the third quarter of 2021. INL is currently in the process of documenting the final close-out of this project.

	·	We expanded our patent portfolio by successfully obtaining three new patents in 2021, in the United States and other key foreign countries. The new patents will help safeguard the Company’s intellectual property, which is an integral component of the Company’s plans to monetize the Lightbridge Fuel™ technology.

	Three months Ended						Increase			Increase
	September 30,						(Decrease)			(Decrease)
	2021			2020			Change $			Change %
Operating Expenses
General and administrative	$	1,763,060		$	2,835,471		$	(1,072,411	)		(38	)%
Research and development	$	439,630		$	261,898		$	177,732			68	%
Total Operating Expenses	$	2,202,690		$	3,097,369		$	(894,679	)		(29	)%

Other Operating Income
Grant income	$	288,884		$	29,662		$	259,222			874	%
Total Other Operating Income	$	288,884		$	29,662		$	259,222			874	%

Total Operating Loss	$	(1,913,806	)	$	(3,067,707	)	$	(1,153,901	)		(38	)%
Other Income	$	1,551		$	4,645		$	(3,094	)		(67	)%
Net Loss	$	(1,912,255	)	$	(3,063,062	)	$	(1,150,807	)		(38	)%

	·	Equity or debt investment from third party investors in Lightbridge;
	·	Collaboration with potential industry partners; and
	·	Strategic investment and U.S. government funding to support the remaining R&D activities required to continue the development of our fuel products and move them to a commercial stage.

Exhibit Number		Description
3.1		Amended and Restated Bylaws of the Company, as amended through November 4, 2021

31.1		Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Accounting Officer

32		Section 1350 Certifications

101		Interactive data files pursuant to Rule 405 of Regulation S-T.

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).

	LIGHTBRIDGE CORPORATION

Date: November 8, 2021	By:	/s/ Seth Grae
	Name:	Seth Grae
	Title:	President, Chief Executive Officer and Director
		(Principal Executive Officer)

	By:	/s/ Larry Goldman
	Name:	Larry Goldman
	Title:	Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

1.	I have reviewed this Quarterly Report on Form 10-Q of Lightbridge Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant s internal control over financial reporting that occurred during the registrant s most recent fiscal quarter (the registrant s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant s internal control over financial reporting; and

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant s internal control over financial reporting.

	1.	the Quarterly Report on Form 10-Q of Lightbridge Corporation for the quarter ended September 30, 2021, filed on the date hereof with the Securities and Exchange Commission (the Report), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Lightbridge Corporation.