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): May 9, 2019

 

LIGHTBRIDGE CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-34487

 

91-1975651

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer 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

 

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

  

 
 
 
 

Item 2.02 Results of Operations and Financial Condition.

 

On May 9, 2019 Lightbridge Corporation issued a press release relating to its results for the quarter ended March 31, 2019. 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 9, 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: May 9, 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 the First Quarter of 2019 and

Provides Business Update on Enfission and Other Developments

 

RESTON, Va. – May 9, 2019 – Lightbridge Corporation (NASDAQ: LTBR), a nuclear fuel developer, today provided a business update and reported financial results for the first quarter ended March 31, 2019.

 

Seth Grae, President & Chief Executive Officer of Lightbridge Corporation, commented, “We continue to see increased governmental support for nuclear energy in the U.S. and around the world.   In April, the Gateway for Accelerated Innovation in Nuclear (“GAIN”) initiative of the U.S. Department of Energy (“DOE”) Office of Nuclear Energy announced that Framatome, Inc. had been awarded a nuclear energy voucher to help accelerate development of the Lightbridge Fuel™ design.  The DOE established GAIN to provide the nuclear community with technical, regulatory, and financial support to advance innovative nuclear technologies toward commercialization. This GAIN nuclear energy voucher further validates the DOE’s support for our technology.”

 

“On the intellectual property front, we recently announced a Canadian patent related to our four-lobe metallic fuel rod design and related manufacturing method.  We also received a Notice of Allowance in China for another key patent, which relates to a fuel assembly design incorporating multi-lobe fuel rods for use in CANDU heavy water reactors. These patent awards provide long-term IP protection in key markets for our fuel.”

 

“We continue to work closely with Framatome through the Enfission joint venture to prepare the fuel fabrication facility in Richland, Washington.  We are also advancing discussions relating to our first commercial utility agreement.  While these agreements are complex, we are encouraged by the progress and remain hopeful we will finalize our first major commercial agreement later this year.” 

 

RECENT ENFISSION R&D ADVANCEMENTS

 

1.       Fabrication:

 

 

· Fabricated and characterized uranium-zirconium samples using powder and casting routes at University of Lille

 

 

 

 

· Preliminary inspection strategy for Lightbridge Fuel™ rods developed

 

 

 

 

·

CERCA, a Framatome R&D workshop facility, construction has been completed; preparations for commissioning are underway

  

2.       Fuel Design:

 

 

· Completed a neutronic assessment of various burnable absorbers for Lightbridge Fuel™ rods

 

 

 

 

· 3-D printed heater rod segments delivered for Critical Heat Flux (CHF) test and hardware preparation

 

 

 

 

· Completed additional APOLLO-2a modifications, a neutronics code; modifications will model the shroud and corner structure elements within the Lightbridge Fuel™ assembly

 

 
1
 
 

   

3.       Regulatory Licensing:

 

 

· Completed study of building to building interaction for proposed Enfission Production Facility in Richland, Washington

 

 

 

 

· Continued development of licensing requirements for lead test rod demonstration

  

Financial Highlights

 

· Cash and cash equivalents were $23.5 million at March 31, 2019 compared to $24.6 million at December 31, 2018.
 
· Total assets were $25.8 million at March 31, 2019 and total liabilities were $0.7 million at March 31, 2019.
 
· Total equity offerings raised $2 million in net proceeds in Q1- 2019 compared to net proceeds of $24.6 million for equity offerings conducted in Q1 2018.
 
· Total investment made in the Enfission joint venture, used primarily for research and development work conducted by Enfission for Q1 19, was $1.4 million compared to $5.2 million for Q1 2018. This Enfission joint venture was formed in January 2018.
 
· Stockholders equity was $25.1 million at March 31, 2019 compared to $25.9 million at December 31, 2018.
 
· General and administration expenses for Q1 2019 was $1.3 million compared to $2.2 million for Q1 2018. There was a decrease in stock-based compensation of approximately $0.6 million, a decrease in professional fees of approximately $0.4 million, which was offset by an increase employee compensation and employee benefits of $0.1 million.
 
· Other operating expenses were $0.9 million for Q1 2019, consisting of our equity in the loss from the Enfission joint venture of $1.3 million, which consisted primarily of research and development expenses, offset by our income from the research and development support we provided to Enfission of $0.4 million. Other operating expenses were $0.6 million for Q1 2018, consisting of our equity in loss from the Enfission joint venture of $1.0 million, which consisted primarily of research and development expenses, offset by our income from the research and development support we provided to Enfission of $0.4 million.
 
· Lightbridge s research and development expenses (not including Enfission s research and development expenses mentioned above) for both Q1 2019 and Q1 2018 was $0.9 million.
 
· Net loss for Q1 2019 was $3.1 million compared to $4.7 million for Q1 2018, a $1.6 million decrease. This decrease was due to a decrease in general and administrative expenses of $0.9 million, a decrease in other income (expenses) of $1.0 million due to the write off of the deferred financing costs in the first quarter of 2018 for the expired equity line option agreement and an increase in other operating expenses of $0.3 million. Explanations for the decrease in general and administrative expenses and increase in other operating expenses are mentioned above.

 

 
2
 
 

 

2019 First Quarter Conference Call

 

Lightbridge will host a conference call on Friday, May 10th at 11:00 a.m. Eastern Time to discuss the company's financial results for the first quarter ending March 31, 2019, 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. June 10, 2019, and can be accessed by calling: 877-481-4010 (U.S. callers) or +1-919-882-2331 (international callers) and entering conference ID: 46943.

 

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.  

 

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.

 

 
3
 
 

 

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 timing and outcome of research and development activities and other steps to commercialization of Lightbridge Fuel™, the Company's entry into a commercial utility agreement, and the Company's anticipated financial resources and position. 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

 

*** tables follow ***

 

 
4
 
 

 

Lightbridge Corporation

Unaudited Condensed Consolidated Balance Sheets

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

ASSETS

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 23,528,241

 

 

$ 24,637,295

 

Other receivable from joint venture

 

 

358,801

 

 

 

93,253

 

Prepaid expenses and other current assets

 

 

194,059

 

 

 

36,745

 

Total Current Assets

 

 

24,081,101

 

 

 

24,767,293

 

Other Assets

 

 

 

 

 

 

 

 

Patent costs

 

 

1,686,182

 

 

 

1,577,421

 

Total Assets

 

$ 25,767,283

 

 

$ 26,344,714

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 614,622

 

 

$ 258,056

 

Investee losses in excess of investment

 

 

73,295

 

 

 

218,263

 

Total Current Liabilities

 

 

687,917

 

 

 

476,319

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies – (Note 5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Convertible Series A preferred shares, 813,624 shares and 813,624 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively (liquidation preference $2,687,077 and $2,640,862 at March 31, 2019 and December 31, 2018, respectively)

 

 

813

 

 

 

813

 

Convertible Series B preferred shares, 2,666,667 and 2,666,667 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively (liquidation preference $4,337,455 and $4,262,855 at March 31, 2019 and December 31, 2018, respectively)

 

 

2,667

 

 

 

2,667

 

Common stock, $0.001 par value, 100,000,000 authorized, 36,149,325 shares and 32,862,090 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively

 

 

36,149

 

 

 

32,863

 

Additional paid-in capital

 

 

131,647,886

 

 

 

129,329,674

 

Accumulated deficit

 

 

(106,608,149 )

 

 

(103,497,622 )

Total Stockholders' Equity

 

 

25,079,366

 

 

 

25,868,395

 

Total Liabilities and Stockholders' Equity

 

$ 25,767,283

 

 

$ 26,344,714

 

 

 
5
 
 

                                                                          

Lightbridge Corporation

Unaudited Condensed Consolidated Statements of Operations 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Revenue

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

General and administrative

 

 

1,357,762

 

 

 

2,223,590

 

Research and development

 

 

922,235

 

 

 

911,034

 

Total Operating Expenses

 

 

2,279,997

 

 

 

3,134,624

 

 

 

 

 

 

 

 

 

 

Other Operating Income and (Loss)

 

 

 

 

 

 

 

 

Other income from joint venture

 

 

355,281

 

 

 

400,343

 

Equity in loss from joint venture

 

 

(1,295,032 )

 

 

(1,028,327 )

Total Other Operating Income and Loss

 

 

(939,751 )

 

 

(627,984 )

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(3,219,748 )

 

 

(3,762,608 )

 

 

 

 

 

 

 

 

 

Other Income and (Expenses)

 

 

 

 

 

 

 

 

Interest income

 

 

109,221

 

 

 

23,557

 

Financing costs

 

 

-

 

 

 

(982,436 )

Total Other Income and (Expenses)

 

 

109,221

 

 

 

(958,879 )

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(3,110,527 )

 

 

(4,721,487 )

 

 

 

 

 

 

 

 

 

Income taxes

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net loss

 

$ (3,110,527 )

 

$ (4,721,487 )

 

 

 

 

 

 

 

 

 

Accumulated Preferred Stock Dividend

 

 

(120,815 )

 

 

(112,902 )

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

 

 

(51,371 )

 

 

(31,134 )

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

 

 

-

 

 

 

(2,624,836 )

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$ (3,282,713 )

 

$ (7,490,359 )

 

 

 

 

 

 

 

 

 

Net Loss Per Common Share,

 

 

 

 

 

 

 

 

Basic and Diluted

 

$ (0.09 )

 

$ (0.39 )

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding

 

 

34,631,048

 

 

 

19,231,578

 

 
6
 
 

 

Lightbridge Corporation

Unaudited Condensed Consolidated Statements of Cash Flows

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Operating Activities:

 

 

 

 

 

 

Net Loss

 

$ (3,110,527 )

 

$ (4,721,487 )

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

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

335,013

 

 

 

1,273,035

 

Write off of deferred financing costs

 

 

-

 

 

 

982,436

 

Equity in loss from joint venture

 

 

1,295,032

 

 

 

1,028,327

 

Changes in operating working capital items:

 

 

 

 

 

 

 

 

Accounts receivable - fees and reimbursable project costs

 

 

-

 

 

 

10,400

 

Other receivable from joint venture

 

 

(265,548 )

 

 

(488,685 )

Prepaid expenses and other assets

 

 

(157,314 )

 

 

(76,545 )

Accounts payable and accrued liabilities

 

 

356,566

 

 

 

140,567

 

Net Cash Used In Operating Activities

 

 

(1,546,778 )

 

 

(1,851,952 )

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

Investment in joint venture

 

 

(1,440,000 )

 

 

(5,217,000 )

Patent costs

 

 

(108,761 )

 

 

(94,800 )

Net Cash Used In Investing Activities

 

 

(1,548,761 )

 

 

(5,311,800 )

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

Net proceeds from the issuance of common stock

 

 

1,986,485

 

 

 

20,722,215

 

Net proceeds from the issuance of preferred stock

 

 

-

 

 

 

3,900,001

 

Net Cash Provided by Financing Activities

 

 

1,986,485

 

 

 

24,622,216

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) In Cash and Cash Equivalents

 

 

(1,109,054 )

 

 

17,458,464

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, Beginning of Period

 

 

24,637,295

 

 

 

4,515,398

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, End of Period

 

$ 23,528,241

 

 

$ 21,973,862

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

 

 

Cash paid during the period:

 

 

 

 

 

 

 

 

   Interest paid

 

$ -

 

 

$ -

 

   Income taxes paid

 

$ -

 

 

$ -

 

Non-Cash Financing Activities:

 

 

 

 

 

 

 

 

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

 

$ -

 

 

$ 2,624,836

 

Accumulated preferred stock dividend

 

$ 172,186

 

 

$ 144,036

 

 

 
7