LIGHTBRIDGE Corp 10-Q for FY2022 Q3

LIGHTBRIDGE Corp (LTBR)

10-Q 2022-10-31 For: 2022-09-30

Added on April 11, 2026

About this 10-Q

LIGHTBRIDGE Corp filed this 10-Q on October 31, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).

Headline figures

Quarter ended September 30, 2022, 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: $2.04M; compared with a net loss of $1.91M a year earlier

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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		11,583,821

		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	3
	Unaudited Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2022 and 2021	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	5
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2022 and 2021	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
	Forward-Looking Statements	19
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
SIGNATURES		29

	September 30,			December 31,
	2022			2021
ASSETS
Current Assets
Cash and cash equivalents	$	31,284,501		$	24,747,613
Prepaid expenses and other current assets		305,919			113,452
Total Current Assets		31,590,420			24,861,065

Other Assets
Trademarks		107,757			101,583
Total Assets	$	31,698,177		$	24,962,648

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	1,190,386		$	171,521
Total Current Liabilities		1,190,386			171,521

Commitments and Contingencies (Note 4)
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 authorized shares, 0 shares issued and outstanding at September 30, 2022 and December 31, 2021		—			—
Common stock, $0.001 par value, 13,500,000 shares authorized, 11,539,932 shares and 9,759,223 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		11,540			9,759
Additional paid-in capital		173,077,225			161,772,641
Accumulated deficit		(142,580,974	)		(136,991,273	)
Total Stockholders’ Equity		30,507,791			24,791,127
Total Liabilities and Stockholders’ Equity	$	31,698,177		$	24,962,648

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
Revenue	$	—		$	—		$	—		$	—

Operating Expenses
General and administrative		2,023,937			1,763,060			5,377,185			5,061,820
Research and development		172,871			439,630			601,170			1,082,394
Total Operating Expenses		2,196,808			2,202,690			5,978,355			6,144,214

Other Operating Income
Distribution from joint venture		—			—			—			110,000
Contributed services - research and development		71,335			288,884			278,189			459,997
Total Other Operating Income		71,335			288,884			278,189			569,997
Operating Loss		(2,125,473	)		(1,913,806	)		(5,700,166	)		(5,574,217	)

Other Income
Interest income		87,943			1,551			110,465			6,183
Foreign currency transaction gain		—			—			—			33,694
Total Other Income		87,943			1,551			110,465			39,877

Net Loss Before Income Taxes		(2,037,530	)		(1,912,255	)		(5,589,701	)		(5,534,340	)
Income taxes		—			—			—			—
Net Loss	$	(2,037,530	)	$	(1,912,255	)	$	(5,589,701	)	$	(5,534,340	)

Accumulated preferred stock dividend		—			(135,091	)		—			(399,838	)
Deemed additional dividend on preferred stock dividend due to the beneficial conversion feature		—			(59,314	)		—			(175,211	)

Net Loss Attributable to Common Stockholders	$	(2,037,530	)	$	(2,106,660	)	$	(5,589,701	)	$	(6,109,389	)

Net Loss Per Common Share, Basic and Diluted	$	(0.18	)	$	(0.31	)	$	(0.53	)	$	(0.92	)
Weighted Average Number of Common Shares Outstanding		11,085,657			6,759,662			10,633,664			6,648,803

					Additional
	Common Stock				Paid-in		Accumulated			Total
	Shares		Amount		Capital		Deficit			Equity
Balance - January 1, 2022		9,759,223	$	9,759	$	161,772,641	$	(136,991,273	)	$	24,791,127

Shares issued - registered offerings - net of offering costs		820,641		822		5,412,041		—			5,412,863
Shares issued to consultant & directors for services		8,810		8		14,992		—			15,000
Stock-based compensation		—		—		264,936		—			264,936
Net loss for the three months ended March 31, 2022		—		—		—		(2,049,529	)		(2,049,529	)
Balance - March 31, 2022		10,588,674	$	10,589	$	167,464,610	$	(139,040,802	)	$	28,434,397

Shares issued - registered offerings - net of offering costs		418,530		418		2,181,564		—			2,181,982
Shares issued to consultant for services		1,796		2		14,998		—			15,000
Stock-based compensation		—		—		173,772		—			173,772
Net loss for the three months ended June 30, 2022		—		—		—		(1,502,642	)		(1,502,642	)
Balance - June 30, 2022		11,009,000	$	11,009	$	169,834,944	$	(140,543,444	)	$	29,302,509

Shares issued - registered offerings - net of offering costs		527,714		528		3,051,625		—			3,052,153
Shares issued to consultant for services		3,218		3		14,997		—			15,000
Stock-based compensation		—		—		175,659		—			175,659
Net loss for the three months ended September 30, 2022		—		—		—		(2,037,530	)		(2,037,530	)
Balance - September 30, 2022		11,539,932	$	11,540	$	173,077,225	$	(142,580,974	)	$	30,507,791

	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, 2021		699,878		$	699			2,666,667	$	2,667		6,567,110	$	6,567	$	146,353,232	$	(129,155,608	)	$	17,207,557

Shares issued to consultant & directors for services		—			—			—		—		24,200		24		69,666		—			69,690
Stock-based compensation		—			—			—		—		—		—		60,068		—			60,068
Net loss for the three months ended March 31, 2021		—			—			—		—		—		—		—		(2,011,988	)		(2,011,988	)
Balance - March 31, 2021		699,878		$	699			2,666,667	$	2,667		6,591,310	$	6,591	$	146,482,966	$	(131,167,596	)	$	15,325,327

Conversion of 16,026 preferred shares to 1,846 shares of common shares		(16,026	)		(16	)		—		—		1,846		2		14		—		—
Shares issued to consultant for services		—			—			—		—		2,347		2		14,998		—			15,000
Stock-based compensation		—			—			—		—		—		—		186,335		—			186,335
Net loss for the three months ended June 30, 2021		—			—			—		—		—		—		—		(1,610,097	)		(1,610,097	)
Balance - June 30, 2021		683,852		$	683			2,666,667	$	2,667		6,595,503	$	6,595	$	146,684,313	$	(132,777,693	)	$	13,916,565

Conversion of 20,085 preferred shares to 2,382 shares of common shares		(20,085	)		(20	)		—		—		2,382		3		17		—			—
Shares issued - registered offerings - net of offering costs		—			—			—		—		608,819		609		3,410,482		—			3,411,091
Shares issued to consultant for services		—			—			—		—		2,035		2		14,998		—			15,000
Stock-based compensation		—			—			—		—		—		—		54,180		—			54,180
Net loss for the three months ended September 30, 2021		—			—			—		—		—		—		—		(1,912,255	)		(1,912,255	)
Balance - September 30, 2021		663,767		$	663			2,666,667	$	2,667		7,208,739	$	7,209	$	150,163,990	$	(134,689,948	)	$	15,484,581

Expected volatility	97.58%-115.37		%
Risk free interest rate	1.02%-3.275		%
Dividend yield rate		0
Weighted average years	2 - 6 years
Closing price per share - common stock	$5.93 - $6.27

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Beginning of the year - January 1, 2022		538,713		$	18.51	$	12.92
Granted		18,852			6.17		3.98
Exercised		—			—		—
Forfeited		—			—		—
Expired		(31,662	)		7.29		2.37
End of the period - September 30, 2022		525,903		$	18.74	$	13.23
Options exercisable		514,513		$	19.03	$	13.43

	Shares			Weighted Average Exercise Price		Weighted Average Fair Value Grant Date
Non-vested - December 31, 2021		11,766		$	5.71	$	4.25

Granted		18,852			6.17		3.98
Vested		(19,228	)		6.17		3.90
Forfeited		—			—		—
Non-vested- September 30, 2022		11,390		$	5.69	$	4.39

		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		5.69		128,407	$	4.81		5.35		117,017	$	$4.72
$	9.01-$12.48		5.85		116,544	$	10.80		5.85		116,544	$	$10.80
$	12.49-$24.00		4.37		195,090	$	14.23		4.37		195,090	$	$14.23
$	24.01-$72.00		2.97		62,771	$	55.07		2.97		62,771	$	$55.07
$	72.01-$75.60		2.40		23,091	$	75.59		2.40		23,091	$	$75.59
	Total		4.77		525,903	$	18.74		4.67		514,513	$	$19.03

	Year Ending December 31,
	2022		2023		2024		Total
Scheduled vesting		62,862		62,864		62,862		188,588

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
General and administrative expenses	$	0.2	$	0.1	$	0.6	$	0.3
Total stock-based compensation expense	$	0.2	$	0.1	$	0.6	$	0.3

	·	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;

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

	·	the demand for fuel for nuclear reactors, including small modular reactors, 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;

	·	uncertainties related to conducting business in foreign countries, including with respect to the Company’s intellectual property;

	·	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; 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, 2021 and our Quarterly Reports for the quarters ended March 31, 2022 and June 30, 2022.

	·	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.

	Three Months Ended						Increase			Increase
	September 30,						(Decrease)			(Decrease)
	2022			2021			Change $			Change %
Operating Expenses
General and administrative	$	2.0		$	1.8		$	0.2			11	%
Research and development	$	0.2		$	0.4		$	(0.2	)		(50	)%
Total Operating Expenses	$	2.2		$	2.2		$	—			—	%

Other Operating Income
Contributed services - research and development	$	0.1		$	0.3		$	(0.2	)		(67	)%
Total Other Operating Income	$	0.1		$	0.3		$	(0.2	)		(67	)%

Total Operating Loss	$	(2.1	)	$	(1.9	)	$	0.2			11	%

Other Income	$	0.1		$	—		$	0.1			—	%
Net Loss before Income Taxes	$	(2.0	)	$	(1.9	)	$	0.1			5	%

Net Loss	$	(2.0	)	$	(1.9	)	$	0.1			5	%

	·	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
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: October 31, 2022	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 condensed 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, 2022, 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.