LIGHTBRIDGE CORPORATION (NASDAQ:LTBR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 28, 2019, Lightbridge Corporation (the “Company”) entered into an at-the-market equity offering sales agreement (the “sales agreement”) with Stifel, Nicolaus & Company, Incorporated (the “Agent”), to which the Company may issue and sell shares of its common stock from time to time through the Agent as the Company’s sales agent. 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, to the Company’s effective 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, the base prospectus filed as part of such registration statement, and the prospectus supplement dated May 28, 2019 (the “prospectus supplement”).
Due to the offering limitations currently applicable to the Company under General Instruction I.B.6. of Form S-3 and the Company’s public float as of May 28, 2019, and in accordance with the terms of the sales agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $13,500,000 through the prospectus supplement.
Each time the Company wishes to issue and sell common stock under the sales agreement, the Company will provide a placement notice to the Agent containing the parameters in accordance with which shares are to be sold, including, but not limited to, the number of shares to be issued and the dates on which such sales are requested to be made, subject to the terms and conditions of the sales agreement. Subject to the terms and conditions of the sales agreement, the Agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Company’s common stock from time to time, based upon the Company’s instructions (including any price, time or size limits the Company may impose to the terms of the sales agreement). The Company is not obligated to make any sales of common stock under the sales agreement and may terminate the sales agreement at any time upon written notice. The Company will pay the Agent a commission of up to 4.0% of the gross proceeds from each sale. The Company has provided the Agent with customary indemnification rights.
The foregoing description of the sales agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is incorporated by reference as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference. A copy of the opinion of Gary R. Henrie relating to the legality of the shares of common stock that may be issued to the sales agreement is attached as Exhibit 5.1 to this Current Report on Form 8-K.
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
LIGHTBRIDGE Corp Exhibit
EX-1.1 2 ltbr_ex11.htm AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT ltbr_ex11.htmEXHIBIT 1.1 LIGHTBRIDGE CORPORATION Common Stock (par value $0.001 per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT May 28,…
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About LIGHTBRIDGE CORPORATION (NASDAQ:LTBR)
Lightbridge Corporation is a nuclear fuel technology company. The Company participates in the nuclear power industry in the United States and internationally. Its segments include nuclear fuel technology business and nuclear energy consulting business. The nuclear fuel technology business develops next generation nuclear fuel technology that increases the power output of commercial reactors; generates nuclear energy and the amount of nuclear waste on a per-megawatt-hour basis, and enhances reactor safety and the proliferation resistance of spent fuel. The nuclear energy consulting business segment provides nuclear power consulting and strategic advisory services to commercial and governmental entities across the world. It provides integrated strategic advice across a range of areas, including, regulatory development, nuclear reactor site selection, procurement and deployment, reactor and fuel technology, international relations, program management and infrastructure development.
