ltbr_8k.htm

 

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): March 28, 2019

 

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)

 

Not Applicable

(Former name or former address, if changed since last report)

 

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:

 

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

 

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

 

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

 

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

 

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 o

 

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. o

 

 
 
 
 

 

Item 2.02 Results of Operations and Financial Condition.

 

On March 28, 2019 Lightbridge Corporation issued a press release relating to its results for the year ended December 31, 2018. 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 March 28, 2019

 

 
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: March 28, 2019

By:

/s/ Seth Grae

 

 

Name:

Seth Grae

 

 

Title:

President and Chief Executive Officer

 

  

 
3

 

ltbr_ex991.htm

EXHIBIT 99.1 

 

 FOR IMMEDIATE RELEASE

 

Lightbridge Reports Financial Results for 2018 and Provides Business Update Regarding Enfission and Other Developments

 

RESTON, VA, March 28, 2019 -- Lightbridge Corporation (NASDAQ: LTBR), a U.S. nuclear fuel technology company, today provided a business update and reported financial results for the fourth quarter and year ended December 31, 2018.

 

Seth Grae, President & Chief Executive Officer of Lightbridge Corporation, commented, “We continue to make progress advancing our metallic nuclear fuel. Specifically, we have begun substantive discussions to finalize our first commercial utility agreement. At the same time, we are working closely with Framatome through the Enfission joint venture to prepare the fuel fabrication facility in Richland, Washington, which will be used to manufacture the nuclear fuel assemblies.”

 

“In addition to commercial support, we have also witnessed growing governmental support for advanced nuclear fuels. This support includes funding for advanced technologies, as well as production of high assay low enriched uranium (HALEU) for nuclear fuels, including ours. We recently submitted a new grant application to the U.S. Department of Energy (DOE) in late January 2019 and expect to hear back within several months.”

 

“I was recently honored to have been invited, along with leading nuclear power industry executives, to meet with President Donald J. Trump at the White House to discuss a variety of issues relating to nuclear energy. We have also witnessed bipartisan congressional support for nuclear power, as there is a growing need for reliable and sustainable baseload energy with low emissions. Importantly, our fuel enables an existing nuclear power plant to produce even more non-carbon energy than it can with current fuels. Given recent government actions, coupled with industry backing, we have more confidence than ever in the commercial potential for our fuel.”

 

RECENT ENFISSION R&D ADVANCEMENTS

 

1. Fabrication:

 

 

· Initial quotations for long-lead time equipment obtained and are under review

 

· Pre-industrialization process development activities are being executed

 

· First phase of work with University of Lille (France) completed

 

2. Fuel Design:

 

 

· Material test plan (in-reactor and ex-reactor) near completion

 

· Preliminary computational fluid dynamics analysis completed for lead test assembly

 

· Completed initial study of burnable absorber material effectiveness in Lightbridge Fuel™

 

3. Regulatory Licensing:

 

 

· Continued development of fuel design limits in support of licensing activities

 

· Fabrication facility licensing activities initiated

 

 
1
 
 

  

Financial Highlights

 

 

· Cash and cash equivalents were $24.6 million at December 31, 2018, compared to $4.5 million at December 31, 2017.

 

· Total equity offerings raised $33.4 million in net proceeds in 2018, compared to net proceeds of $6.0 million for equity offerings conducted in 2017.

 

· Total investment into the Enfission joint venture, used primarily for research and development work conducted by Enfission for the year ended December 31, 2018, was $5.6 million. This joint venture was formed in January 2018.

 

· Total assets were $26.3 million at December 31, 2018 and total liabilities were $0.5 million at December 31, 2018.

 

· Stockholders’ equity was $25.9 million at December 31, 2018.

 

· Lightbridge’s research and development expenses (not including Enfission’s research and development expenses mentioned above) for the year ended December 31, 2018, was $3.5 million compared $2.3 million for 2017. This increase was driven by increased payroll and consulting expenses in supporting the research and development activities conducted by Enfission.

 

· General and administrative expenses for the year ended December 31, 2018 were $6.7 million compared to $4.4 million for the prior year. This increase was due to an increase in professional fees of $0.8 million; an increase in payroll and benefits of $0.7 million; and an increase of $0.7 million in stock-based compensation, due to the accelerated vesting of performance-based stock options issued in 2017.

 

· Other operating expenses were $4.8 million for the year ended December 31, 2018, consisting of the equity loss from the Enfission joint venture of $5.8 million, which consisted primarily of research and development expenses, offset by income from research and development support provided to Enfission of $1.0 million.

 

· Net loss for the year ended December 31, 2018 was $15.7 million compared to $7.1 million for 2017. This increase was due to increased research and development expenses, increased general and administrative expenses and the equity loss from the Enfission joint venture.

 

2018 Fourth Quarter and Year-End Conference Call

 

Lightbridge will host a conference call on Friday, March 29th at 11:00 a.m. Eastern Time to discuss the company's financial results for the fourth quarter and year ended December 31, 2018, as well as the Company's corporate progress and other meaningful developments.

 

Interested parties can access the conference call by calling 877-407-0778 for U.S. callers, or +1-201-689-8565 for international callers. The call will be available on the Company’s website via webcast at http://ir.ltbridge.com/events.cfm. The conference call will be led by Seth Grae, President and Chief Executive Officer and other Lightbridge executives will also be available to answer questions. Questions may also be submitted in writing before or during the conference call to ir@Ltbridge.com.

 

A webcast will also be archived on the Company’s website and a telephone replay of the call will be available approximately one hour following the call, through 11 a.m. April 29, 2019, and can be accessed by calling: 877-481-4010 (U.S. callers) or +1-919-882-2331 (international callers) and entering conference ID: 45331.

 

 
2
 
 

 

About Lightbridge Corporation

 

Lightbridge (NASDAQ: LTBR) is a nuclear fuel technology development company based in Reston, Virginia, USA. The Company develops proprietary next generation nuclear fuel technologies for current and future reactors, which significantly enhances the economics and safety of nuclear power, operating about 1000° C cooler than standard fuel. In January 2018, Lightbridge and Framatome, Inc. formed a 50-50 joint venture, Enfission, LLC, to develop, license, manufacture, and sell nuclear fuel assemblies based on Lightbridge-designed metallic fuel technology and other advanced nuclear fuel intellectual property. Enfission has the exclusive rights to this technology and is responsible for the development of manufacturing processes and fuel assembly designs for pressurized water reactors (PWRs), boiling water reactors (BWRs), water-cooled small modular reactors, and water-cooled research reactors developed around this intellectual property. PWRs and BWRs constitute the most widely used reactor types in the world. Four large electric utilities that generate about half the nuclear power in the US already advise Lightbridge on fuel development and deployment. In addition to distributions from Enfission based on the parties’ ownership interest in the joint venture, Lightbridge anticipates receiving future licensing revenues in connection with sales by Enfission of nuclear fuel incorporating its intellectual property. Lightbridge also provides comprehensive advisory services for established and emerging nuclear programs based on a philosophy of transparency, non-proliferation, safety and operational excellence. For more information please visit: www.ltbridge.com and www.enfission.net.

 

To receive Lightbridge Corporation updates via e-mail, subscribe at http://ir.ltbridge.com/alerts.cfm.

 

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

 

Forward Looking Statements

 

With the exception of historical matters, the matters discussed in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's competitive position, the timing of demonstration testing and commercial production, the Company's entry into agreements with nuclear fuel manufacturers and the timing thereof, the potential impact of the U.S. Clean Power Plan and similar regulations, the Company's anticipated financial resources and position, the Company's product and service offerings, the expected market for the Company's product and service offerings. 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 degree of market adoption of the Company's product and service offerings; market competition; dependence on strategic partners; demand for fuel for nuclear reactors; the Company's ability to manage its business effectively in a rapidly evolving market; 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. Readers are cautioned not to put undue reliance on forward-looking statements.

 

Investor Relations Contact:

David Waldman/Natalya Rudman

Tel. +1 855-379-9900

ir@ltbridge.com

 

*** tables follow ***

 
 
3
 
 

 

Lightbridge Corporation

Consolidated Balance Sheets

 

 

 

December 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

ASSETS

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 24,637,295

 

 

$ 4,515,398

 

Accounts receivable - project revenue and reimbursable project expenses

 

 

 

 

 

10,400

 

Other receivable from joint venture

 

 

93,253

 

 

 

 

Prepaid expenses and other current assets

 

 

36,745

 

 

 

70,067

 

Deferred financing costs, net

 

 

 

 

 

491,168

 

Total Current Assets

 

 

24,767,293

 

 

 

5,087,033

 

Other Assets

 

 

 

 

 

 

 

 

Patent costs

 

 

1,577,421

 

 

 

1,367,692

 

Deferred financing costs, net

 

 

 

 

 

491,268

 

Total Other Assets

 

 

1,577,421

 

 

 

1,858,960

 

Total Assets

 

$ 26,344,714

 

 

$ 6,945,993

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 258,056

 

 

$ 1,151,210

 

Investee losses in excess of investment

 

 

218,263

 

 

 

 

Total Current Liabilities

 

 

476,319

 

 

 

1,151,210

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies - Note 6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Convertible Series A preferred shares, 813,624 shares and 1,020,000 shares issued and outstanding at December 31, 2018 and 2017, respectively (liquidation preference $2,640,862, and $3,088,764 at December 31, 2018 and 2017, respectively)

 

 

813

 

 

 

1,020

 

Convertible Series B preferred shares, 2,666,667 and 0 shares issued and outstanding at December 31, 2018 and 2017, respectively (liquidation preference $4,262,855 at December 31, 2018)

 

 

2,667

 

 

 

 

Common stock, $0.001 par value, 100,000,000 authorized, 32,862,090 shares and 12,737,703 shares issued and outstanding as of December 31, 2018 and 2017, respectively

 

 

32,863

 

 

 

12,738

 

Additional paid-in capital

 

 

129,329,674

 

 

 

93,602,539

 

Accumulated deficit

 

 

(103,497,622 )

 

 

(87,821,514 )

Total Stockholders' Equity

 

 

25,868,395

 

 

 

5,794,783

 

Total Liabilities and Stockholders' Equity

 

$ 26,344,714

 

 

$ 6,945,993

 

 

 
4
 
 

 

Lightbridge Corporation

Consolidated Statements of Operations

 

 

 

Years Ended

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

Revenue:

 

 

 

 

 

 

Consulting Revenue

 

$

 

 

$ 175,446

 

 

 

 

 

 

 

 

 

 

Cost of Consulting Services Provided

 

 

 

 

 

107,091

 

Gross Margin

 

 

 

 

 

68,355

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

General and administrative

 

 

6,715,378

 

 

 

4,383,066

 

Research and development expenses

 

 

3,458,377

 

 

 

2,282,938

 

Total Operating Expenses

 

 

10,173,755

 

 

 

6,666,004

 

 

 

 

 

 

 

 

 

 

Other Operating Income and (Loss)

 

 

 

 

 

 

 

 

Other income from joint venture

 

 

1,056,551

 

 

 

 

Equity in loss from joint venture

 

 

(5,835,263 )

 

 

 

Total Operating Income and (Loss)

 

 

(4,778,712 )

 

 

 

Operating Loss

 

 

(14,952,467 )

 

 

(6,597,649 )

 

 

 

 

 

 

 

 

 

Other Income and (Expenses)

 

 

 

 

 

 

 

 

Interest income

 

 

258,795

 

 

 

65

 

Financing costs

 

 

(982,436 )

 

 

(491,218 )

Interest expense

 

 

 

 

 

(16,095 )

Total Other Income and (Expenses)

 

 

(723,641 )

 

 

(507,248 )

Net Loss Before Income Taxes

 

 

(15,676,108 )

 

 

(7,104,897 )

 

 

 

 

 

 

 

 

 

Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$ (15,676,108 )

 

$ (7,104,897 )

 

 

 

 

 

 

 

 

 

Accumulated Preferred Stock Dividend

 

 

(461,187 )

 

 

(276,578 )

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

 

 

(187,892 )

 

 

 

Deemed dividend on issuance on Series B convertible preferred stock due to beneficial conversion feature

 

 

(2,624,836 )

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Attributable to Common Shareholders

 

$ (18,950,023 )

 

$ (7,381,475 )

 

 

 

 

 

 

 

 

 

Net Loss Per Common Share

 

 

 

 

 

 

 

 

Basic and Diluted

 

$ (0.71 )

 

$ (0.71 )

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding

 

 

26,636,250

 

 

 

10,424,481

 

 

 
5
 
 

 

Lightbridge Corporation

Consolidated Statements of Cash Flows

 

 

 

Years Ended

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

Operating Activities:

 

 

 

 

 

 

Net Loss

 

$ (15,676,108 )

 

$ (7,104,897 )

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

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

2,379,905

 

 

 

1,193,306

 

Amortization of deferred financing costs

 

 

 

 

 

491,218

 

Abandonment loss

 

 

 

 

 

37,780

 

Implied interest expense on deferred lease abandonment liability

 

 

 

 

 

16,095

 

Write off of deferred financing costs

 

 

982,436

 

 

 

 

Equity in loss from joint venture

 

 

5,835,263

 

 

 

 

Changes in operating working capital items:

 

 

 

 

 

 

 

 

Accounts receivable - fees and reimbursable project costs

 

 

10,400

 

 

 

378,034

 

Other receivable from joint venture

 

 

(93,253 )

 

 

 

Prepaid expenses and other assets

 

 

33,322

 

 

 

10,866

 

Accounts payable and accrued liabilities

 

 

(893,154 )

 

 

159,953

 

Deferred lease abandonment liability

 

 

 

 

 

 

(185,683 )

Net Cash Used in Operating Activities

 

 

(7,421,189 )

 

 

(5,003,328 )

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

Investment in joint venture

 

 

(5,617,000 )

 

 

 

Patent costs

 

 

(209,729 )

 

 

(207,227 )

Net Cash Used in Investing Activities

 

 

(5,826,729 )

 

 

(207,227 )

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

Net proceeds from the issuance of common stock

 

 

29,469,814

 

 

 

6,027,064

 

Net proceeds from the issuance of preferred stock

 

 

3,900,001

 

 

 

 

Restricted cash

 

 

 

 

 

114,012

 

Net Cash Provided by Financing Activities

 

 

33,369,815

 

 

 

6,141,076

 

 

 

 

 

 

 

 

 

 

Net Increase in Cash and Cash Equivalents

 

 

20,121,897

 

 

 

930,521

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, Beginning of Year

 

 

4,515,398

 

 

 

3,584,877

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, End of Year

 

$ 24,637,295

 

 

$ 4,515,398

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

 

 

Cash paid during the year:

 

 

 

 

 

 

 

 

Interest

 

 

 

 

$

 

Income taxes

 

$

 

 

$

 

Non-Cash Financing Activities:

 

 

 

 

 

 

 

 

Deemed dividend on issuance Series B convertible preferred stock due to beneficial conversion feature

 

$ 2,624,836

 

 

$

 

Accumulated preferred stock dividend

 

$ 649,079

 

 

$ 276,578

 

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

 

$ 206,376

 

 

$

 

Decrease in accrued liabilities - stock-based compensation

 

$

 

 

$ 121,720

 

 

 

6