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Form 8-K LIGHTBRIDGE Corp For: May 11

May 11, 2021 5:01 PM EDT

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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): May 11, 2021

 

LIGHTBRIDGE CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-34487

 

91-1975651

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

11710 Plaza America Drive, Suite 2000
Reston, 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:

 

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

 

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 2.02 Results of Operations and Financial Condition.

 

On May 11, 2021, Lightbridge Corporation issued a press release relating to its results for the first quarter ended March 31, 2021. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information in this Current Report on Form 8-K under Item 2.02, including the accompanying press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press Release dated May 11, 2021

  

 

2

 

 

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.

 

 

LIGHTBRIDGE CORPORATION

 

 

 

 

 

Dated: May 11, 2021

By:

/s/ Seth Grae

 

 

Name:

Seth Grae

 

 

Title:

President and Chief Executive Officer

 

  

 

3

 


ltbr_ex991.htm

EXHIBIT 99.1

  

 

FOR IMMEDIATE RELEASE

   

Lightbridge Provides Business Update and Announces First Quarter 2021 Financial Results

 

Conference Call on Wednesday, May 12, 2021, at 4pm ET

 

RESTON, Va., May 11, 2021 (GLOBE NEWSWIRE) -- Lightbridge Corporation (NASDAQ: LTBR), an advanced nuclear fuel technology company, announced financial results for the first quarter ended March 31, 2021 and provided an update on the Company's continued progress.

 

Seth Grae, President & Chief Executive Officer of Lightbridge Corporation, commented, “Our first quarter provided a strong start to the year, as we were awarded our second voucher from the U.S. Department of Energy’s (DOE) Gateway for Accelerated Innovation in Nuclear (GAIN) program. We anticipate signing a Cooperative Research and Development Agreement (CRADA) to begin the project soon.”

 

“The scope of this project, working in collaboration with the Pacific Northwest National Laboratory (PNNL) in Richland, WA, is to demonstrate Lightbridge’s nuclear fuel casting process using depleted uranium, a key step in the manufacture of our nuclear fuel”

 

“In addition, earlier today we announced the 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 for commercial-scale small modular reactors now in development and licensing.

 

“We also received two key patents in the first quarter from the United States Patent and Trademark Office and the Korean Intellectual Property Office related to the design and manufacture process of Lightbridge Fuel™ rods and assemblies. Importantly, we will demonstrate a critical portion of our patented manufacturing process within our second GAIN voucher project at PNNL.”

 

“We’ve started this year off with good traction and are exploring partnerships and other business development opportunities. Today, nuclear energy is growing in recognition as a sustainable energy source. The European Commission recently announced that it would include nuclear power in the EU’s sustainable taxonomy, which allows investments in nuclear to be provided the same tax and regulatory benefits as other “green” technologies. We believe this will allow Lightbridge to take advantage of the growing number of projects in advanced nuclear, from both the private and public sectors, with greater investment from environmentally sustainable investors,” concluded Mr. Grae.

 

 
1

 

   

Financial Highlights

 

The Company maintained a strong working capital position at March 31, 2021 and had no debt.

 

Cash Flows Summary

  

·

Cash and cash equivalents were $15.2 million at March 31, 2021, compared to $21.5 million at December 31, 2020, a decrease of $6.3 million in cash and cash equivalents.

 

 

·

Cash used in operating activities increased $4.3 million, from $2.0 million in 2020 to $6.3 million in 2021. This increase was due primarily to the dissolution of the Enfission joint venture and the payment of approximately $4.2 million to Framatome for outstanding invoices for work performed by Framatome and other expenses incurred by Framatome.

   

Balance Sheet Summary

 

·

Total assets were $15.9 million and total liabilities were $0.6 million at March 31, 2021. Working capital was $15.2 million at March 31, 2021 versus $17.1 million at December 31, 2020. This was a decrease of $1.9 million in working capital for the three months ended March 31, 2021.

 

 

·

Stockholders’ equity was $15.3 million at March 31, 2021 as compared to $17.2 million at December 31, 2020.

   

Operations Summary

 

·

General and administrative expenses decreased by approximately $0.2 million for the three months ended March 31, 2021, as compared to the three months ended March 31, 2020 due to a decrease in legal and professional fees of approximately $0.1 million relating to the Framatome arbitration, and a decrease in employee compensation and employee benefits of approximately $0.1 million.

 

 

·

Lightbridge’s total corporate research and development costs for the three months ended March 31, 2021 and the three months ended March 31, 2020, were consistent period over period as the Company transitioned to a new fuel development strategy with the DOE’s National Laboratories. There was a decrease in employee compensation and employee benefits of approximately $0.2 million, offset by an increase of approximately $0.1 million in outside research and development work and an increase of approximately $0.1 million in patent expense.

 

 

·

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 our fuel. The project is anticipated to commence in the first half of 2021. The total project value is approximately $664,000, with three-quarters of this amount funded by DOE for the scope performed by PNNL.

 

 

·

Total net other operating income was $0.1 million for the three months ended March 31, 2021 due to grant income from the GAIN voucher. Grant income is recorded on a gross method with the grant income shown as other operating income and the related costs as a charge to research and development expenses. There was no grant income for the three months ended March 31, 2020.

 

 

·

Net loss for the three months ended March 31, 2021 was $2.0 million compared to $2.3 million for the three months ended March 31, 2020.

  

 
2

 

   

FIRST QUARTER 2021 CONFERENCE CALL & WEBCAST

 

Lightbridge will host a conference call on Wednesday, May 12th at 4:00 p.m. Eastern Time to discuss the company's financial results and provide an update on its fuel development activities.

 

Interested parties can access the conference call by calling 833-519-1295 for U.S. callers, or 914-800-3866 for international callers. Please reference Conference ID: 3294158. The call will be available on the Company’s website via webcast at https://edge.media-server.com/mmc/p/cve98jed.

 

The webcast will also be archived on the Company’s website. A telephone replay of the call will be available approximately two hours following the call and can be accessed by dialing 855-859-2056 from the U.S. or 404-537-3406 for international callers. Please reference Conference ID: 3294158.

 

About Lightbridge Corporation

 

Lightbridge (NASDAQ: LTBR) is an advanced nuclear fuel technology development company positioned to enable carbon-free energy applications that will be essential in preventing climate change. The Company is developing Lightbridge Fuel™, a proprietary next-generation nuclear fuel technology for Small Modular Reactors, as well as existing light-water reactors, which significantly enhances reactor safety, economics, and fuel proliferation resistance. To date, Lightbridge has been awarded the U.S. Department of Energy’s Gateway for Accelerated Innovation in Nuclear program twice to support development of Lightbridge Fuel™. Lightbridge’s innovative fuel technology is backed by worldwide patents. For more information please visit: www.ltbridge.com.

 

To receive Lightbridge Corporation updates via e-mail, subscribe at https://www.ltbridge.com/investors/news-events/email-alerts

 

Lightbridge is on Twitter. Sign up to follow @LightbridgeCorp at http://twitter.com/lightbridgecorp.

 

 
3

 

 

Forward Looking Statements

   

With the exception of historical matters, the matters discussed herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the timing and outcome of research and development activities, other steps to commercialize Lightbridge Fuel™ and future governmental support and funding for nuclear energy. These statements are based on current expectations on the date of this news release and involve a number of risks and uncertainties that may cause actual results to differ significantly from such estimates. The risks include, but are not limited to: the Company’s ability to commercialize its nuclear fuel technology; the degree of market adoption of the Company's product and service offerings; the Company’s ability to fund general corporate overhead and outside research and development costs; market competition; our ability to attract and retain qualified employees; dependence on strategic partners; demand for fuel for nuclear reactors, including small modular reactors; the Company's ability to manage its business effectively in a rapidly evolving market; the availability of nuclear test reactors and the risks associated with unexpected changes in the Company’s fuel development timeline; the increased costs associated with metallization of our nuclear fuel; public perception of nuclear energy generally; changes in the political environment; risks associated with the further spread of COVID-19, including the ultimate impact of COVID-19 on people, economies, and the Company’s ability to access capital markets; changes in the laws, rules and regulations governing the Company’s business; development and utilization of, and challenges to, our intellectual property; risks associated with potential shareholder activism; potential and contingent liabilities; as well as other factors described in Lightbridge's filings with the Securities and Exchange Commission. Lightbridge does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.

 

A further description of risks and uncertainties can be found in Lightbridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in its other filings with the Securities and Exchange Commission, including in the sections thereof captioned “Risk Factors” and “Forward-Looking Statements”, all of which are available at http://www.sec.gov/ and www.ltbridge.com.

 

Investor Relations Contact:

Matthew Abenante, IRC

Director of Investor Relations

Tel: +1 (646) 828-8710
[email protected]

 

*** tables follow ***

 

 
4

 

  

LIGHTBRIDGE CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

ASSETS

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 15,236,151

 

 

$ 21,531,665

 

Prepaid expenses and other current assets

 

 

637,651

 

 

 

172,460

 

Total Current Assets

 

 

15,873,802

 

 

 

21,704,125

 

Other Assets

 

 

 

 

 

 

 

 

Trademarks

 

 

85,562

 

 

 

85,562

 

Total Assets

 

$ 15,959,364

 

 

$ 21,789,687

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 634,037

 

 

$ 382,130

 

Accrued legal settlement costs

 

 

 

 

 

4,200,000

 

Total Current Liabilities

 

 

634,037

 

 

 

4,582,130

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 10,000,000 authorized shares

 

 

 

 

 

 

 

 

Convertible Series A preferred shares, 699,878 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively (liquidation preference $2,658,753 and $2,613,025 at March 31, 2021 and December 31, 2020, respectively)

 

 

699

 

 

 

699

 

Convertible Series B preferred shares, 2,666,667 shares issued and outstanding at March 31, 2021 and December 31, 2020 (liquidation preference $4,983,223 and $4,897,517 at March 31, 2021 and December 31, 2020, respectively)

 

 

2,667

 

 

 

2,667

 

Common stock, $0.001 par value, 8,333,333 authorized, 6,591,310 shares and 6,567,110 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively

 

 

6,591

 

 

 

6,567

 

Additional paid-in capital

 

 

146,482,966

 

 

 

146,353,232

 

Accumulated deficit

 

 

(131,167,596 )

 

 

(129,155,608 )

Total Stockholders' Equity

 

 

15,325,327

 

 

 

17,207,557

 

Total Liabilities and Stockholders' Equity

 

$ 15,959,364

 

 

$ 21,789,687

 

   

 
5

 

 

 

LIGHTBRIDGE CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three Month Ended

 

 

 

March 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Revenue

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

General and administrative

 

 

1,782,860

 

 

 

1,936,755

 

Research and development

 

 

369,450

 

 

 

389,824

 

Total Operating Expenses

 

 

2,152,310

 

 

 

2,326,579

 

 

 

 

 

 

 

 

 

 

Other Operating Income

 

 

 

 

 

 

 

 

Grant income

 

 

103,319

 

 

 

 

Total Other Operating Income

 

 

103,319

 

 

 

 

Total Operating Loss

 

$ (2,048,991 )

 

$ (2,326,579 )

 

 

 

 

 

 

 

 

 

Other Income

 

 

 

 

 

 

 

 

Interest income

 

 

3,309

 

 

 

62,493

 

Foreign transaction gain

 

 

33,694

 

 

 

 

Total Other Income

 

 

37,003

 

 

 

62,493

 

 

 

 

 

 

 

 

 

 

Net Loss Before Income Taxes

 

 

(2,011,988 )

 

 

(2,264,086 )

Income Taxes

 

 

 

 

 

 

Net Loss

 

$ (2,011,988 )

 

$ (2,264,086 )

 

 

 

 

 

 

 

 

 

Accumulated Preferred Stock Dividend

 

 

(131,434 )

 

 

(125,911 )

Deemed additional dividend on preferred stock dividend due to the beneficial conversion feature

 

 

(57,489 )

 

 

(54,317 )

Net Loss Attributable to Common Shareholders

 

$ (2,200,911 )

 

$ (2,444,314 )

 

 

 

 

 

 

 

 

 

Net Loss Per Common Share

 

 

 

 

 

 

 

 

Basic and Diluted

 

$ (0.33 )

 

$ (0.74 )

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding

 

 

6,589,392

 

 

 

3,294,998

 

  

 
6

 

 

 

LIGHTBRIDGE CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Three Month Ended

 

 

 

March 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

Net Loss

 

$ (2,011,988 )

 

$ (2,264,086 )

Adjustments to reconcile net loss from operations to net cash used in operating activities:

 

 

 

 

 

 

 

 

Common stock issued for services and stock-based compensation

 

 

60,068

 

 

 

6,085

 

Changes in operating working capital items

 

 

 

 

 

 

 

 

Other receivable from joint venture

 

 

 

 

 

400,000

 

Prepaid expenses and other current assets

 

 

(465,191 )

 

 

(297,281 )

Accounts payable and accrued liabilities

 

 

321,597

 

 

 

135,394

 

Accrued legal settlement costs

 

 

(4,200,000 )

 

 

 

Net Cash Used in Operating Activities

 

 

(6,295,514 )

 

 

(2,019,888 )

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

Patents and trademarks

 

 

 

 

 

(4,423 )

Net Cash Used in Investing Activities

 

 

 

 

 

(4,423 )

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

Net proceeds from the issuance of common stock

 

 

 

 

 

399,675

 

Net Cash Provided by Financing Activities

 

 

 

 

 

399,675

 

 

 

 

 

 

 

 

 

 

Net (Decrease) in Cash and Cash Equivalents

 

 

(6,295,514 )

 

 

(1,624,636 )

Cash and Cash Equivalents, Beginning of Period

 

 

21,531,665

 

 

 

17,958,989

 

Cash and Cash Equivalents, End of Period

 

$ 15,236,151

 

 

$ 16,334,353

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

 

 

Cash paid during the year:

 

 

 

 

 

 

 

 

Interest paid

 

$

 

 

$

 

Income taxes paid

 

$

 

 

$

 

Non-Cash Financing Activities:

 

 

 

 

 

 

 

 

Accumulated preferred stock dividend

 

$ 188,923

 

 

$ 180,228

 

Conversion of Series A convertible preferred stock to common stock and payment of paid-in-kind dividends to Series A preferred stockholder

 

$

 

 

$ 8,975

 

Common stock issued for services

 

$ 69,690

 

 

$

 

 

 


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