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Subsequent Events

3 Months Ended

Mar. 31, 2025

Subsequent Events

Subsequent Events

Note 9. Subsequent Events

ATM Sales

Sales of common stock under the Company’s ATM from April 1, 2025 to May 12, 2025 amounted to 677,300 shares, which resulted in total net proceeds of approximately $5.0 million.

Issuance of Performance-Based RSAs

On April 3, 2025, the Company’s Compensation Committee and Board approved the grant of performance-based RSAs to certain executives, key employees and certain consultants under the 2020 Plan. The awards are subject to both service and performance-based vesting conditions, including achievement of one specific R&D fuel milestone, the insertion of the Company’s coupon fuel samples into the ATR reactor at INL for irradiation testing by December 31, 2026. The service requirement for vesting is a three-year period from the grant date.

The Company will recognize stock-based compensation expense for these awards beginning on the grant date, with the amount and timing of expense recognition dependent on the probability of achieving the above performance condition. These 300,000 performance-based restricted stock awards were valued at $2.1 million, based on the April 7, 2025 closing stock price of $6.99 per share

2025 Annual Shareholder Meeting Voting Results

At the Company’s Annual Meeting of Shareholders held on May 8, 2025, shareholders approved the following proposals:

	1.	Amendment to the Articles of Incorporation to increase the number of authorized shares of common stock from 25,000,000 shares to 100,000,000 shares.

	2.	Amendment to the 2020 Plan to increase the number of shares authorized for issuance under the plan from 2,500,000 shares to 5,000,000 shares.

The approved proposal to the Amendment to the Articles of Incorporation became effective upon the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of Nevada.The Series X Preferred Stock (note 7) was redeemed and the Certificate of Withdrawal was filed with the Secretary of State of Nevada.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will,” “may,” or similar expressions, which are intended to identify forward-looking statements. Such statements include, among others:

	·	those concerning market and business segment growth, demand, and acceptance of our nuclear fuel technology and other steps toward the commercialization of Lightbridge Fuel™;

	·	any projections of sales, earnings, revenue, margins, or other financial items;

	·	any statements of the plans, strategies, and objectives of management for future operations and the timing and outcome of the development of our nuclear fuel technology;

	·	any statements regarding future economic conditions or performance;

	·	any statements about future financings and liquidity;

	·	the Company’s anticipated financial resources and position; and

	·	all assumptions, expectations, predictions, intentions, or beliefs about future events and other statements that are not historical facts.

You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions that if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties, among others, include:

	·	our ability to commercialize our nuclear fuel technology, including risks related to the design and testing of nuclear fuel incorporating our technology and the degree of market adoption of the Company’s product and service offerings;

	·	dependence on strategic partners;

	·	any adverse changes to our agreements or relationship with the U.S. government and its national laboratories;

	·	our ability to fund our future operations, including general corporate overhead and outside research and development (R&D) expenses, and continue as a going concern;

	·	the future market and demand for our fuel for nuclear reactors and our ability to attract customers;

	·	our ability to manage the business effectively in a rapidly evolving market;

	·	our ability to employ and retain qualified employees and consultants that have experience in the nuclear industry;

	·	competition and competitive factors in the markets in which we compete, including from accident tolerant fuels (ATFs);

	·	access to and availability of nuclear test reactors and the risks associated with unexpected changes in our nuclear fuel development timeline;

	·	access to and availability of adequate resources and manufacturing capabilities at national laboratories that affect our nuclear fuel development timeline and project costs;

	·	the increased costs associated with metallization of our nuclear fuel;

	·	uncertainties related to conducting business in foreign countries;

	·	public perception of nuclear energy generally;

	·	changes in laws, rules, and regulations governing our business;

	·	changes in the political environment;

	·	development and utilization of, and challenges to, our intellectual property domestically and abroad;

	·	the trading price of our securities is likely to be volatile, and purchasers of our securities could incur substantial losses; and

	·	the other risks and uncertainties identified in Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Most of these factors are beyond our ability to predict or control and you should not put undue reliance on any forward-looking statement. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. Forward-looking statements speak only as of the date on which they are made. The Company assumes no obligation and does not intend to update these forward-looking statements for any reason after the date of the filing of this report, to conform these statements to actual results or to changes in our expectations, except as required by law.