LIGHTBRIDGE Corp 8-K, filed Feb 18, 2021

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2021

| (Exact name of registrant as specified in its charter) |

| (State or other jurisdiction | (Commission | (IRS Employer |

| of incorporation) | File Number) | Identification No.) |

11710 Plaza America Drive, Suite 2000Reston, VA 20190(Address of principal executive offices, including zip code)

(571) 730-1200(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

| Common Stock, $0.001 par value | LTBR | The Nasdaq Capital Market |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On February 11, 2021, Lightbridge Corporation (“Lightbridge”) entered into a settlement agreement (the “Agreement”) with Framatome SAS and Framatome Inc. (together, “Framatome”), resolving the pending claims and counterclaims between the parties in arbitration and judicial proceedings related to the parties’ inactive joint venture, Enfission, LLC.

Under the terms of the Agreement, all joint venture agreements will be terminated and the joint venture will be dissolved and wound up following satisfaction of the conditions set forth in the Agreement. Lightbridge will pay Framatome approximately $4.2 million for outstanding invoices for work performed by Framatome and other expenses incurred by Framatome. Framatome will destroy all documents and content related to Lightbridge’s intellectual property.

The Agreement secures the parties’ pre-existing intellectual property rights. There will be no restrictions on Lightbridge’s ability to engage in research and development activities or commercial discussions with other entities going forward.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| | Name: | Seth Grae |

| | Title: | President and Chief Executive Officer |