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): April 9, 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:

 

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))

 

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. o

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On April 9, 2021, the Company entered into an amendment (the "Amendment") to its at-the-market equity offering sales agreement, dated May 28, 2019 with Stifel, Nicolaus & Company, Incorporated (the “Agent”) to (i) replace certain references to the Company’s expired shelf registration statement on Form S-3 (File No. 333-223674) filed on March 15, 2018 with the Securities and Exchange Commission (“SEC”) and declared effective March 23, 2018, with reference to the Company’s effective shelf registration statement on Form S-3 (File No. 333-254702), filed on March 25, 2021 with the SEC and declared effective on April 5, 2021 (the “Registration Statement”) and (ii) update public float calculations included therein.

 

Sales of the Company’s common stock through the Agent, 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 Registration Statement, the base prospectus filed as part of such registration statement, and the prospectus supplement dated April 9, 2021.

 

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

 

Additionally, the Company is filing this Current Report on Form 8-K for the purpose of incorporating by reference into the Registration Statement the items filed herewith as Exhibits 5.1 and 23.1.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

1.1

 

Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement, dated May 28, 2019, by and between Lightbridge Corporation and Stifel, Nicolaus & Company, Incorporated.

 

 

 

5.1

Opinion of Gary R. Henrie, Esq.

23.1

Consent of Gary R. Henrie, Esq. (included in Exhibit 5.1).

 

 
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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: April 9, 2021

By:

/s/ Seth Grae

 

 

Name: 

Seth Grae

 

 

Title:

President and Chief Executive Officer

 

        

 

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EXHIBIT 1.1

 

AMENDMENT NO. 1 TO AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT

 

April 9, 2021

  

STIFEL, NICOLAUS & COMPANY, INCORPORATED

One South Street, 15th Floor

Baltimore, Maryland 21202

 

Ladies and Gentlemen:

 

Lightbridge Corporation (the “Company”) and Stifel, Nicolaus & Company, Incorporated (the “Agent”) are parties to that certain At-the-Market Equity Offering Sales Agreement dated May 28, 2019 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:

 

1. Reference to the “Registration Statement” in the Original Agreement shall refer to the registration statement on Form S-3 (File No. 333-254702), originally filed with the Securities and Exchange Commission on March 25, 2021 and declared effective by the Securities and Exchange Commission on April 5, 2021.

  

2. Section 6(k) of the Original Agreement is hereby deleted and replaced with:

 

“S-3 Eligibility. At the time the Registration Statement was or will be declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form S-3, if applicable.As of the close of trading on the Exchange on February 11, 2021, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately $64.8 million (calculated by multiplying (x) the price at which the common equity of the Company was last sold on the Exchange on February 11, 2021 times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.”

 

3. All references to “May 28, 2019” set forth in Schedule 1 and Exhibit 7(m) of the Original Agreement are revised to read “April 9, 2021 (as amended by Amendment No. 1 to At-the-Market Equity Offering Sales Agreement, dated April 9, 2021)”.

 

 
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4. In addition to the requirements under Section 9 of the Original Agreement, the Company agrees to pay the reasonable fees and disbursements of counsel to the Agent in an amount not to exceed $50,000 in connection with this Amendment No. 1 to At-the-Market Offering Sales Agreement.

 

5. Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

 

6. Entire Agreement; Amendment; Severability. This Amendment No. 1 to the Original Agreement together with the Original Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant hereto and thereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment No. 1; provided, however, that all references to “date of this Agreement” in the Original Agreement shall continue to refer to the date of the Original Agreement.

 

7. Applicable Law; Consent to Jurisdiction. This amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

 

8. Waiver of Jury Trial. The Company and the Agent each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this amendment or any transaction contemplated hereby.

 

9. Counterparts. This amendment may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission.

  

[Remainder of Page Intentionally Blank]

 

 
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If the foregoing correctly sets forth the understanding among the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding amendment to the Original Agreement between the Company and the Agent.

 

 

Very truly yours,

 

 

 

 

 

LIGHTBRIDGE CORPORATION

 

 

 

 

 

By:

/s/ Larry Goldman

 

 

Name:

Larry Goldman

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

STIFEL, NICOLAUS & COMPANY, INCORPORATED

 

 

 

 

 

By:

/s/ B. Wes Loyd

 

 

Name:

B. Wes Loyd

 

 

Title:

Director - IB

 

 

[Signature page to Amendment No. 1 to At-the-Market Equity Offering Sales Agreement]

 

 
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EXHIBIT 5.1

   

Gary R. Henrie
Attorney at Law
Licensed in the States of Nevada and Utah

 

P.O. Box 3448

Telephone: 307-200-9415

Alpine, Wyoming 83128

e-mail: grhlaw@hotmail.com

 

April 9, 2021

 

Lightbridge Corporation

11710 Plaza America Drive, Suite 2000
Reston, VA 20190

 

Re:

Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We are acting as special Nevada counsel for Lightbridge Corporation, a Nevada corporation (the “Company”), in connection with the sale from time to time by the Company of shares of its common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of up to $9,000,000 through Stifel, Nicolaus & Company, Incorporated (“Stifel”), as the sales agent, to be issued pursuant to a registration statement on Form S-3 (File No. 333-254702) filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 25, 2021 (the “Registration Statement”), the base prospectus included in the Registration Statement (the “Base Prospectus”), the prospectus supplement dated April 9, 2021 (with the Base Prospectus, the “Prospectus”), and that certain At-the-Market Equity Offering Sales Agreement, dated as of May 28, 2019, and as amended on April 9, 2021, by and between the Company and Stifel (the “Sales Agreement”).

 

We have reviewed and are familiar with such corporate proceedings and other matters as we have deemed necessary for this opinion.

 

In rendering the opinion set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; and (iv) each natural person signing any document reviewed by us had the legal capacity to do so.

 

Based upon, subject to and limited by the foregoing, we are of the opinion that, as of the date hereof, the Shares have been duly authorized by all necessary corporate action on the part of the Company and, following (i) issuance and delivery of the Shares in the manner contemplated by the Sales Agreement, and (ii) receipt by the Company of the consideration for the Shares specified in the resolutions of the Board of Directors of the Company and the Pricing Committee of such Board, the Shares will be validly issued, fully paid, and nonassessable.

 

In providing this opinion, we have relied as to certain matters on information obtained from public officials and officers or agents of the Company.

 

 

1

 

 

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is limited to matters governed by the Nevada Revised Statutes (including the statutory provisions and reported judicial decisions interpreting such law) and the laws of the State of Nevada. We disclaim any obligation to update this opinion or otherwise advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or the opinion set forth herein, nor do we deliver any opinion as to the extent to which any laws other than the laws of the State of Nevada apply or the effect of any such other laws should they apply.

 

This opinion letter has been prepared for use in connection with the Current Report on Form 8-K to be filed by the Company on or about April 9, 2021. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of this opinion letter.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report and to the use of our name under the caption “Legal Matters” in the Registration Statement and in the Prospectus and any supplement thereto. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

 

Sincerely,

 

/s/ Gary R. Henrie

 

Gary R. Henrie

   

 

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