8-K 1 ltbr_8k.htm FORM 8-K

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): July 23, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported, Lightbridge Corporation (the “Company”) received approval from the holders of a majority of the Company’s outstanding shares of common stock, $0.001 par value per share (the “Common Stock”), to amend Section 4 of the Company’s Articles of Incorporation, as amended, to increase the authorized shares of Common Stock from 8,333,333 to 13,500,000.

The Company submitted a Certificate of Amendment to the Articles of Incorporation of the Company (the “Amendment”) with the Nevada Secretary of State on July 23, 2021. Following the filing of the Amendment, the Company shall have the authority to issue up to an aggregate of 13,500,000 shares of Common Stock. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. |  | Description
3.1 |  | Certificate of Amendment to the Articles of Incorporation of Lightbridge Corporation, dated July 23, 2021

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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: July 29, 2021 | By: | /s/ Seth Grae |
| Name: | Seth Grae |
| Title: | President and Chief Executive Officer |

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