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Stockholders Equity and StockBased Compensation
 9 Months Ended
Sep. 30, 2025
Stockholders Equity and StockBased Compensation  
Stockholders' Equity and Stock-Based Compensation

Note 7. Stockholders’ Equity and Stock-Based Compensation

 

Increase in Authorized Common Shares

 

On May 8, 2025, the Company held the 2025 annual meeting of stockholders (the Annual Meeting) at which the Company’s stockholders approved increasing the authorized common shares from 25,000,000 shares to 100,000,000 shares. 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 on May 8, 2025.

 

Common Stock and Common Stock Equivalents Outstanding

 

At September 30, 2025, the Company had a total of 30,648,611 shares of common stock and common stock equivalents outstanding, comprised of 30,384,981 common shares outstanding (including outstanding RSAs totaling 2,113,036 shares) and stock options to purchase 263,630 shares of common stock (of which 250,547 stock options were vested). 

 

At December 31, 2024, the Company had a total of 19,248,852 shares of common stock and common stock equivalents outstanding, comprised of 18,783,912 common shares outstanding (including outstanding RSAs totaling 781,864 shares) and stock options to purchase 464,940 shares of common stock (of which 445,275 stock options were vested).

 

Issuance and Redemption of Series X Preferred Stock 

 

On February 27, 2025, the Company entered into a Subscription and Investment Representation Agreement with the chair of the Audit Committee, an independent member of the Board (the Purchaser), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series X Preferred Stock, par value $0.001 per share (the Series X Preferred Stock), to the Purchaser for $100 in cash. The sale closed on February 27, 2025 and the $100 was received by the Company. The Company redeemed the Series X Preferred Stock for $100 cash after the Annual Meeting and filed the Certificate of Withdrawal with the Secretary of State of Nevada on May 8, 2025. The Series X Preferred Stock did not have any voting rights except with respect to any proposal to increase the number of authorized shares of common stock of the Company. Each share of Series X Preferred Stock was entitled to 25,000,000 votes on such proposal, voting together with the holders of the Company’s common stock. The votes by the holder of Series X Preferred Stock were cast at the Annual Meeting automatically in the same “mirrored” proportion as the aggregate votes cast “for” and “against” the proposal by the holders of the common stock who voted on such proposal (excluding abstentions, broker non-votes and shares of common stock that were not voted “for” or “against” such proposal). The voting power attributable to the Series X Preferred Stock was disregarded for purposes of determining whether a quorum is present at the Annual Meeting.

 

Common Stock Equity Offerings

 

At-the-Market (ATM) Offerings

 

On May 28, 2019, the Company entered into an at-the-market equity offering sales agreement with Stifel, Nicolaus & Company, Incorporated (Stifel), which was amended on April 9, 2021 and May 8, 2024, pursuant to which the Company issued and sold shares of its common stock from time to time through Stifel as the Company’s sales agent. Under this amended agreement, the Company paid Stifel a commission equal to 3.0% of the aggregate gross proceeds of any sales of common stock under the agreement. This agreement was terminated on May 30, 2025. Sales of the Company’s common stock through Stifel, were made by any method that is deemed to be an at-the-market (ATM) equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

 

The Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC) on March 29, 2024, registering the sale of up to $75.0 million of the Company’s securities that was declared effective on April 19, 2024. On May 10, 2024, the Company filed a prospectus supplement, which was further supplemented on July 19, 2024 and August 9, 2024 (collectively, the First Prospectus Supplement), pursuant to which the Company offered and sold shares of common stock having an aggregate offering price of up to $12.6 million from time to time through an ATM offering. The Company exhausted all capacity under the First Prospectus Supplement. On November 22, 2024, the Company filed a prospectus supplement (the Second Prospectus Supplement) pursuant to which the Company offered and sold shares of common stock having an aggregate offering price of up to $45.0 million from time to time through an ATM offering. The Company exhausted all capacity under the Second Prospectus Supplement.

 

The Company filed a shelf registration statement on Form S-3 (File No. 333-287563) on May 23, 2025 registering the sale of up to $150.0 million of the Company’s securities that was declared effective on June 4, 2025. On June 5, 2025, the Company filed a prospectus supplement (the June Prospectus Supplement) pursuant to which the Company may issue and sell from time to time up to $75.0 million of its shares of common stock through the Company’s new sales agent, Jefferies LLC (Jefferies).

 

On June 5, 2025, the Company entered into an Open Market Sale AgreementSM (the Sales Agreement) with Jefferies pursuant to which the Company may issue and sell from time to time shares of its common stock through Jefferies as the Company’s sales agent. Sales of the Company’s common stock through Jefferies, if any, will be made by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-287563) , and the base prospectus filed as part of such registration statement and a prospectus supplement.

 

On September 26, 2025, the Company filed a prospectus supplement (the September Prospectus Supplement) pursuant to which the Company may issue and sell from time to time up to $75.0 million of its shares of common stock through Jefferies.

 

The Company records its ATM sales on a settlement date basis. The Company sold 9,854,669 shares under the ATM for the nine months ended September 30, 2025 resulting in net proceeds of $120.4 million (stock issuance costs were approximately $4.2 million). The Company sold 1,436,821 shares under the ATM for the nine months ended September 30, 2024 resulting in net proceeds of $3.7 million (stock issuance costs were approximately $0.4 million).

 

For the three months ended September 30, 2025, the Company sold 3,612,403 shares under the ATM, resulting in net proceeds of $57.3 million (stock issuance costs were approximately $2.0 million). For the three months ended September 30, 2024, the Company sold 608,690 shares under the ATM, resulting in net proceeds of $1.5 million (stock issuance costs were approximately $0.1 million).

 

Stock-Based Compensation

 

2020 Omnibus Incentive Plan

 

On March 9, 2020, the Board of Directors adopted the Company’s 2020 Omnibus Incentive Plan (as subsequently amended, the 2020 Plan). On September 3, 2020, the stockholders approved the 2020 Plan to authorize grants of the following types of awards: (a) Options, (b) Stock Appreciation Rights, (c) Restricted Stock Awards and Restricted Stock Units, and (d) Other Stock-Based and Cash-Based Awards.

 

On February 27, 2024, the Board of Directors approved an increase of 700,000 shares to the authorized number of shares under the 2020 Plan, increasing the total authorized number of shares from 1,800,000 shares to 2,500,000 shares. This increase was approved by the stockholders at the annual meeting of stockholders on April 19, 2024.

 

On February 26, 2025, the Company’s Board of Directors approved an increase of 2,500,000 shares to the authorized number of shares under the 2020 Plan, increasing the total authorized number of shares from 2,500,000 to 5,000,000. This increase was approved by the stockholders at the annual meeting of stockholders on May 8, 2025.

 

The total number of shares of common stock available for future issuance under the 2020 Plan was 2,008,361 shares and 1,471,026 shares at September 30, 2025 and 2024, respectively.

 

Stock Options

 

Stock options issued to the Company’s employees, directors and consultants are summarized as follows for the nine months ended September 30, 2025:

 

 

 

Number of

Options

 

 

Weighted Average Exercise Price

 

 

Weighted-Average

Remaining

Contractual

Term (Years)

 

 

Aggregate

Intrinsic

Value

 

Outstanding, December 31, 2024

 

 

464,940

 

 

$16.24

 

 

 

3.07

 

 

$184,818

 

Granted

 

 

12,418

 

 

 

10.33

 

 

 

 

 

 

 

—

 

Exercised

 

 

(195,855 )

 

 

6.35

 

 

 

 

 

 

 

1,834,474

 

Forfeited

 

 

—

 

 

 

—

 

 

 

 

 

 

 

—

 

Expired

 

 

(17,873 )

 

 

75.60

 

 

 

 

 

 

 

—

 

Outstanding, September 30, 2025

 

 

263,630

 

 

$19.28

 

 

 

2.35

 

 

 

2,045,064

 

Vested and expected to vest, end of the period

 

 

263,630

 

 

$19.28

 

 

 

2.35

 

 

 

2,045,064

 

Options exercisable, end of the period

 

 

250,547

 

 

$20.04

 

 

 

2.01

 

 

$1,829,575

 

 

For the nine months ended September 30, 2025 and 2024, the Company issued 12,418 and 71,330 stock options, respectively, to two consultants. The 12,418 stock options and the 71,330 stock options were assigned a fair value of $6.85 per share and $1.19 per share, respectively (total fair value of $85,000 for each grant). The weighted-average grant-date exercise price per share of the stock options granted for the nine months ended September 30, 2025 and 2024, was $10.33 and $2.91, respectively.

 

The intrinsic value is calculated as the difference between the fair value of the Company’s common stock and the exercise price of the stock options. The fair value of the Company’s common stock was $21.21 per share and $2.80 per share at September 30, 2025 and 2024, respectively.

 

The fair value was determined using the Black-Scholes pricing model. For expected volatility, the Company concluded that the historical volatility over the option’s expected holding term provided the most reasonable basis for this estimate. For the risk-free interest rate, the Company used U.S. Treasury Note rates, which mature at approximately the same time as the option’s expected holding term or option life determined by using the simplified method. The Company recognizes forfeitures of equity-based awards as a reduction to compensation costs in the period in which they occur.

 

The following assumptions were used in the Black-Scholes pricing model to determine the fair value of stock options granted for the nine months ended September 30, 2025 and 2024:

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2025

 

 

2024

 

Expected volatility

 

109.24% - 117.44%

 

 

75.36% - 92.89%

 

Risk free interest rate

 

3.80% - 3.95%

 

 

3.76% - 4.54%

 

Dividend yield rate

 

 

—

 

 

 

—

 

Expected life

 

2-6 years

 

 

2-6 years

 

Closing price per share - common stock

 

$9.42 - $15.13

 

 

$2.49 - $2.62

 

As of September 30, 2025, total unrecognized compensation cost related to option awards was $47,813, which is expected to be recognized over a remaining weighted-average vesting period of 2.26 years. As of September 30, 2024, total unrecognized compensation cost related to option awards was $47,853, which was expected to be recognized over a remaining weighted-average vesting period of 2.26 years.

 

Exercise of Options

 

For the three and nine months ended September 30, 2025, the Company received approximately $0.6 million and $1.2 million in net proceeds from the exercise of 96,141 and 195,855 stock options by employees and consultants, respectively. There were no options exercised for the nine months ended September 30, 2024.

 

Common Stock

 

Consultants’ Stock Issuances

 

For the nine months ended September 30, 2025 and 2024, the Company issued 6,302 shares (with an average stock price of $7.14 per share) and 13,201 shares (with an average stock price of $3.41 per share) of common stock, respectively, to its investor relations firm for services provided during the period, which were recorded as stock-based compensation expense. These shares vested immediately upon issuance. The expense recorded for these share issuances was $15,000 for each quarter. The shares were valued based on the closing market price of the Company’s common stock on the date of grant.

 

On August 19, 2024, the Company issued an equity grant valued at $180,000 to a consulting and investment research firm, for corporate advisory services to be provided over a twelve-month period, and preparation and dissemination of a report regarding the Company, which resulted in issuing the consultant 71,713 shares of common stock on the grant date, valued at $2.51 per share. These shares vested immediately upon issuance and are not forfeitable. The compensation cost of $180,000 began to be recognized on a straight-line basis over the requisite service period and fully amortized to stock-based compensation expense in the condensed consolidated statement of operations for the nine months ended September 30, 2025.

 

On August 29, 2025, the Company issued an equity grant valued at $300,000 to the same consulting and investment research firm, for corporate advisory services to be provided over a twelve-month period, which resulted in issuing the consultant 19,828 shares of common stock on the grant date, valued at $15.13 per share. These shares vested immediately upon issuance and are not forfeitable. The compensation cost of $300,000 began to be recognized on a straight-line basis over the requisite service period. Approximately $25,000 was recorded to stock-based compensation expense in the condensed consolidated statement of operations for the nine months ended September 30, 2025.

 

As of September 30, 2025, the unrecognized compensation cost of approximately $275,000 was recorded under prepaid expenses and other current assets on the accompanying condensed consolidated balance sheet, which is expected to be recognized over a remaining service period of 0.92 years.

 

Restricted Stock Awards (RSAs)

 

RSAs are awards of common stock that are legally issued and outstanding. RSAs are subject to time-based restrictions on transfer and unvested portions are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restrictions or does not meet certain performance conditions.

 

RSAs were included in common stock issued and outstanding and were considered contingently issuable in the calculation of weighted-average shares outstanding for purposes of calculating diluted loss per share. The grantees receiving RSAs have all rights as a shareholder with respect to these shares, whether vested or unvested, including, without limitation, rights to vote the shares, receive dividends, etc.

 

The following summarizes the Company’s restricted stock award activity and the RSAs outstanding:

 

 

 

Number of

Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

 

Aggregate

Fair

Value

 

Outstanding, December 31, 2024

 

 

781,864

 

 

$5.19

 

 

$3,698,217

 

Awards granted (including performance-based RSAs of 1,125,000 shares)

 

 

1,467,940

 

 

 

13.50

 

 

 

19,821,822

 

Awards vested

 

 

(136,768 )

 

 

6.10

 

 

 

1,346,731

 

Awards forfeited

 

 

—

 

 

 

—

 

 

 

—

 

Outstanding, September 30, 2025

 

 

2,113,036

 

 

$10.91

 

 

$44,817,494

 

 

The aggregate fair value was calculated as the fair value of the Company’s common stock. The fair value of the Company’s common stock was $21.21 per share and $2.80 per share at September 30, 2025 and 2024, respectively. The fair value of the RSAs vested for the nine months ended September 30, 2025 and 2024 was $1.3 million and $0 million, respectively.

 

As of September 30, 2025, total unrecognized compensation cost related to RSAs was $20.5 million, which is expected to be recognized over a remaining weighted-average vesting period of 2.57 years. As of September 30, 2024, total unrecognized compensation cost related to RSAs was $1.45 million, which is expected to be recognized over a remaining weighted-average vesting period of 1.64 years.

 

August 28, 2025 – Equity Grant of 1,800,000 shares of Restricted Stock Awards Program

 

On August 28, 2025, the Board of Directors approved an aggregate restricted stock award program of 1.8 million shares of common stock. Pursuant to this approval, on August 28, 2025, the Company granted 1.1 million restricted stock awards with an aggregate grant-date fair value of approximately $17.1 million to its executives, directors, and employees. These awards consisted of 275,000 RSAs and 825,000 performance-based restricted stock awards (PSAs). The total value of approximately $17.1 million was based on the Company’s closing stock price of $15.54 per share on the grant date. The remaining portion of the Board-approved program has been authorized for future issuance by management, subject to applicable conditions.

 

The first tranche of 275,000 RSAs are subject to service-based vesting, with the shares vesting in three equal installments on the first, second and third anniversaries of the date of grant. These shares were included in the total outstanding common shares as of September 30, 2025 due to their voting rights. These awards were valued at approximately $4.3 million. The Company recognized $0.1 million in stock-based compensation expense for the three and nine months ended September 30, 2025.

 

The second tranche of 825,000 PSAs are subject to both service-based and performance-based vesting conditions. The PSAs have three specific R&D fuel milestones relating to key technical development and commercialization objectives of the Company’s R&D fuel program and one specific financial milestone vesting in unequal tranches based on which milestone is certified. Each milestone applies only to a separate portion of the 825,00 PSAs. The respective portions of each tranche will vest upon the later of achievement and Board or Compensation Committee certification of operational milestones and is subject to (i) the grantee’s continued service through the certification date and (ii) the grantee having completed at least twelve months of continuous service with Lightbridge as of the operational milestone achievement date. The performance period for achieving these operational milestones extend from the grant date to December 31, 2028. Any unvested shares will be forfeited if the corresponding operational and financial milestones are not achieved by December 31, 2028 or if the grantee’s service with the Company ends prior to vesting.

 

As of the grant date and September 30, 2025, management concluded that the performance conditions associated with these performance milestones were probable of achievement. In accordance with ASC 718, the Company applied the graded vesting attribution amortization to the related RSAs from the grant date through each milestone’s estimated achievement date. These awards were valued at approximately $12.8 million. The Company recognized $0.4 million in stock-based compensation expense for the three and nine months ended September 30, 2025.

 

April 3, 2025 – Equity Grant of 300,000 Performance-Based Restricted Stock Awards

 

On April 3, 2025, the Company granted 300,000 PSAs to certain executives, key employees, and consultants under the 2020 Equity Incentive Plan. These awards were valued at approximately $2.1 million in total, based on the Company’s closing stock price of $6.99 per share on April 7, 2025, which was the final date of communication with the certain executives, key employees and consultants regarding the awards.

 

These PSAs are subject to both service-based and performance-based vesting conditions. The performance condition requires the successful insertion of the Company’s coupon fuel samples into the Advanced Test Reactor at INL by December 31, 2026 and is subject to the grantees continuous service over a three-year period from the grant date.

 

As of the grant date and September 30, 2025, management concluded that the performance condition was probable of achievement. The Company recognized $0.4 million in stock-based compensation expense for the three months ended September 30, 2025, and $0.6 million for the nine months ended September 30, 2025.

 

Director Compensation - Equity-Settled Awards 

 

On March 12, 2025, the Board of Directors granted 57,940 RSAs to its five independent directors for their service during the year ending December 31, 2025. The awards were valued at $0.5 million, based on the Company’s closing stock price of $8.63 per share on the grant date.

 

These RSAs vest in four equal quarterly installments, beginning March 31, 2025. As of September 30, 2025, a total of 43,455 shares had vested. The Company recognized $0.1 million in stock-based compensation expense for the three months ended September 30, 2025, and $0.4 million for the nine months ended September 30, 2025.

 

On December 4, 2024, the Board of Directors approved an equity grant valued at $500,000 in total to its five independent directors for the service period and year ended December 31, 2024, which resulted in granting a total of 85,915 shares of common stock, valued on the grant date at $5.82 per share on December 4, 2024, which shares vested on January 2, 2025.

 

On November 20, 2023, the Board of Directors approved an equity grant valued at $240,000 in total to its six independent directors for the service period and year ended December 31, 2023, which resulted in granting a total of 60,456 shares of common stock, valued on the grant date at $3.97 per share on November 20, 2023, which shares vested on January 2, 2024.

 

The fair value of the shares granted was determined based on the closing market price of the Company’s common stock on the grant date.

 

Restricted Stock Awards Modification and Net Share Settlements for Payments of Withholding Taxes

 

In March 2025, the Company accelerated the vesting of 70,710 RSAs in connection with a separation agreement with a former employee, resulting in approximately $0.5 million of stock-based compensation expense, including $0.3 million of incremental fair value. This expense was recognized in the first quarter of 2025 and is included in the results for the nine-month period ended September 30, 2025.

 

RSAs Summary - 2025 and 2024

 

As of September 30, 2025 and December 31, 2024, the Company had 2,113,036 shares (including performance-based RSAs of 1,125,000 shares) and 781,864 shares (including performance-based RSAs of 0 share) of RSAs, respectively, included in its total issued and outstanding common stock

 

For the nine months ended September 30, 2025 and 2024, the Company recorded $3.2 million and $1.1 million, respectively, in stock-based compensation expense related to RSAs granted. For the three months ended September 30, 2025 and 2024, the Company recorded $1.6 million and $0.4 million, respectively, in stock-based compensation expense related to RSAs granted.

 

Stock-Based Compensation Expense

 

Total non-cash stock-based compensation expense recorded related to options and RSAs included in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 are as follows (rounded in millions):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Research and development expenses

 

$0.5

 

 

$0.1

 

 

$0.9

 

 

$0.2

 

General and administrative expenses

 

 

1.1

 

 

 

0.3

 

 

 

2.7

 

 

 

1.0

 

Total stock-based compensation expense

 

$1.6

 

 

$0.4

 

 

$3.6

 

 

$1.2