Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 26, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | LIGHTBRIDGE Corp | |
Entity Central Index Key | 1,084,554 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Trading Symbol | ltbr | |
Current Fiscal Year End Date | --12-31 | |
Entity Well Known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,497,153 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 4,214,386 | $ 3,584,877 |
Restricted cash | 114,077 | 114,012 |
Accounts receivable - project revenue and reimbursable project costs | 15,136 | 388,434 |
Prepaid expenses and other current assets | 97,567 | 80,933 |
Deferred financing costs, net | 491,168 | 491,168 |
Total Current Assets | 4,932,334 | 4,659,424 |
Other Assets | ||
Patent costs | 1,319,718 | 1,160,465 |
Deferred financing costs, net | 614,072 | 982,486 |
Total Other Assets | 1,933,790 | 2,142,951 |
Total Assets | 6,866,124 | 6,802,375 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,328,393 | 1,216,321 |
Total Current Liabilities | 1,328,393 | 1,216,321 |
Long-Term Liabilities | ||
Deferred lease abandonment liability | 28,464 | |
Total Liabilities | 1,328,393 | 1,244,785 |
Stockholders' Equity | ||
Common stock, $0.001 par value, 100,000,000 authorized, 11,426,754 shares and 9,911,864 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 11,427 | 7,112 |
Additional paid-in capital | 91,358,420 | 86,266,075 |
Accumulated deficit | (85,833,136) | (80,716,617) |
Total Stockholders' Equity | 5,537,731 | 5,557,590 |
Total Liabilities and Stockholders' Equity | 6,866,124 | 6,802,375 |
Convertible Series A Preferred Shares | ||
Stockholders' Equity | ||
Preferred stock, $0.001 par value, 10,000,000 authorized shares, convertible Series A preferred shares, 1,020,000 shares issued and outstanding at September 30, 2017 and December 31, 2016. | $ 1,020 | $ 1,020 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Stockholders' Equity | ||
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Share Issued | 11,426,754 | 9,911,864 |
Common Stock, Shares, Outstanding | 11,426,754 | 9,911,864 |
Convertible Series A Preferred Shares | ||
Stockholders' Equity | ||
Preferred Stock, Shares Issued | 1,020,000 | 1,020,000 |
Preferred Stock, Shares Outstanding | 1,020,000 | 1,020,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue: | ||||
Consulting Revenue | $ 15,136 | $ 83,219 | $ 165,046 | $ 372,142 |
Cost of Consulting Services Provided | 9,364 | 43,919 | 99,027 | 174,281 |
Gross Margin | 5,772 | 39,300 | 66,019 | 197,861 |
Operating Expenses | ||||
General and administrative | 1,149,847 | 1,106,125 | 3,329,440 | 3,311,488 |
Research and development | 458,663 | 441,874 | 1,468,650 | 1,450,954 |
Total Operating Expenses | 1,608,510 | 1,547,999 | 4,798,090 | 4,762,442 |
Operating Loss | (1,602,738) | (1,508,699) | (4,732,071) | (4,564,581) |
Other Income and (Expenses) | ||||
Warrant revaluation | 78,442 | 1,643,941 | ||
Warrant modification expense | (129,369) | |||
Investment income | 18 | 19 | 61 | 294 |
Financing costs | (130,828) | (73,279) | (384,509) | (85,650) |
Other expenses | (62) | |||
Total Other Income and (Expenses) | (130,810) | 5,182 | (384,448) | 1,429,154 |
Net loss before income taxes | (1,733,548) | (1,503,517) | (5,116,519) | (3,135,427) |
Income taxes | ||||
Net loss | (1,733,548) | (1,503,517) | (5,116,519) | (3,135,427) |
Accumulated preferred stock dividend | (49,000) | (32,667) | (147,000) | (32,667) |
Deemed dividend on convertible preferred stock, due to beneficial conversion feature | (581,300) | (581,300) | ||
Net loss attributable to common stockholders | $ (1,782,548) | $ (2,117,484) | $ (5,263,519) | $ (3,749,394) |
Net Loss Per Common Share, Basic and Diluted | $ (0.16) | $ (0.44) | $ (0.53) | $ (0.91) |
Weighted Average Number of Common Shares Outstanding | 10,836,115 | 4,804,044 | 9,968,425 | 4,105,107 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating Activities: | ||
Net Loss | $ (5,116,519) | $ (3,135,427) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||
Stock-based compensation | 598,485 | 943,424 |
Amortization of deferred financing costs | 368,414 | 68,590 |
Abandonment loss | 109,752 | |
Warrant modification expense | 129,369 | |
Warrant revaluation | (1,643,941) | |
Changes in operating working capital items: | ||
Accounts receivable - fees and reimbursable project costs | 373,298 | 56,578 |
Prepaid expenses and other assets | (16,634) | 32,807 |
Accounts payable and accrued liabilities | 164,302 | (161,359) |
Deferred lease abandonment liability | (68,726) | (198,891) |
Net Cash Used In Operating Activities | (3,587,628) | (3,908,850) |
Investing Activities: | ||
Patent costs | (159,253) | (171,177) |
Net Cash Used In Investing Activities | (159,253) | (171,177) |
Financing Activities: | ||
Net proceeds from the issuance of common stock | 4,376,455 | 3,631,689 |
Net proceeds from the issuance of preferred stock | 2,800,000 | |
Proceeds from the issuance of note payable | 135,000 | |
Repayment of note payable | (107,623) | |
Restricted cash | (65) | 211,842 |
Net Cash Provided by Financing Activities | 4,376,390 | 6,670,908 |
Net Increase In Cash and Cash Equivalents | 629,509 | 2,590,881 |
Cash and Cash Equivalents, Beginning of Period | 3,584,877 | 623,184 |
Cash and Cash Equivalents, End of Period | 4,214,386 | 3,214,065 |
Cash paid during the period: | ||
Interest paid | 2,269 | |
Income taxes paid | ||
Non-Cash Financing Activity: | ||
Deferred financing cost - paid with stock purchase warrants | 1,665,000 | |
Warrant liability - reclassification to equity | 692,110 | |
Accumulated preferred stock dividend | 147,000 | 32,667 |
Decrease in accrued liabilities - stock-based compensation | 121,720 | |
Deemed dividend on convertible preferred stock, due to beneficial conversion feature | $ 581,300 |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 1. Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations | Basis of presentation The accompanying unaudited condensed consolidated financial statements of Lightbridge Corporation and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America, including a summary of the Companys significant accounting policies, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2016, included in our Annual Report on Form 10-K for the year ended December 31, 2016. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three month and nine month periods have been made. Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms Lightbridge, Company, we, us or our mean Lightbridge Corporation and all entities included in our consolidated condensed financial statements. The Company was formed on October 6, 2006, when Thorium Power, Ltd. merged with Thorium Power, Inc., (TPI), which had been formed in the State of Delaware on January 8, 1992. On September 29, 2009, we changed our name from Thorium Power, Ltd. to Lightbridge Corporation (subsequently referred to as we or the Company). We are engaged in two operating business segments: our Technology Business Segment and our Consulting Business Segment (see Note 7-Business Segment Results). Going Concern and Liquidity We have incurred recurring losses since inception and expect to continue to incur losses as a result of costs and expenses related to our research and continued development of our nuclear fuel and our corporate general and administrative expenses. At September 30, 2017, we had $4.3 million in cash and restricted cash. We have expended substantial funds on the research and development of our fuel technology and expect to increase our spending on research and development expenditures if we are able to execute on a potential joint venture with AREVA Inc., a wholly-owned subsidiary of AREVA NP SAS. Our net losses incurred for the three months and nine months ended September 30, 2017 amounted to $1.7 million and $5.1 million, respectively, and working capital was approximately $3.6 million at September 30, 2017. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital might be available. On June 11, 2015, the Company entered into an at-the-market issuance (ATM) sales agreement with MLV & Co. LLC (MLV) (see Note 6), pursuant to which the Company may issue and sell shares of its common stock from time to time through MLV as the Companys sales agent. On September 1, 2015, MLV was acquired by FBR & Co. We raised approximately $4.4 million, net of financing costs, from our ATM with MLV for the nine months ended September 30, 2017. The Company had registered for the sale of up to $5.8 million of common stock under this ATM sales agreement and had raised the entire $5.8 million amount of common stock registered under the Prospectus in 2016 and 2017. On July 12, 2017, the Company filed a prospectus supplement to register an additional approximate $1.6 million under a new ATM agreement with FBR Capital Markets & Co. and MLV, signed on July 12, 2017 and has raised an approximate $1.5 million under this $1.6 million prospectus supplement as of September 30, 2017. As the Companys public float was less than $75.0 million as of September 30, 2017, the Companys usage of its S-3 shelf registration statement is limited. The Company still maintains the ability to raise funds through other means, such as through the filing of a registration statement on Form S-1 or through private placements. The rules and regulations of the SEC or any other regulatory agencies may restrict the Companys ability to conduct certain types of financing activities, or may affect the timing of and amounts it can raise by undertaking such activities. On September 4, 2015, the Company entered into a common stock purchase agreement with Aspire Capital Fund, LLC (Aspire Capital) (see Note 6), pursuant to which the Company may issue and sell shares of its common stock from time to time to Aspire Capital. On August 23, 2017 the Company filed a prospectus which relates to the sale of up to 1,853,960 shares of our common stock by Aspire Capital. Aspire Capital is also referred to in this prospectus as the selling shareholder. The prices at which the selling shareholder may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We will not receive proceeds from the sale of the shares by the selling shareholder. However, we may receive proceeds of up to $10.0 million from the sale of our common stock to the selling stockholder, pursuant to a common stock purchase agreement entered into with the selling stockholder, including proceeds that we have already received thereunder. As of the date hereof, we have sold approximately $2.7 million of our common stock under the common stock purchase agreement, and approximately $7.3 million of common stock remains available for sale. We did not sell shares to Aspire Capital for the three months and nine months ended September 30, 2017. Reverse Stock Split Effective July 20, 2016, we conducted a one for five reverse stock-split of our issued and outstanding common stock and have retroactively adjusted our shares of common stock outstanding, options and warrants amounts outstanding. We have presented our share data for and as of all periods presented on this basis. Our authorized capital of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock, each with a par value of $0.001, was changed to 100,000,000 shares of common stock authorized and 10,000,000 shares of preferred stock authorized with a par value of $0.001. The par value was not adjusted as a result of the one for five reverse stock split. Technology Business Segment Our primary business segment, based on future revenue potential, is to develop and commercialize innovative, proprietary nuclear fuel designs which we expect will significantly enhance the nuclear power industrys economics due to higher power output and improve safety margins. We are currently focusing our development efforts primarily on the metallic fuel with a power uprate of up to 10% and a 24-month operating cycle in existing Westinghouse-type four-loop pressurized water reactors. Those reactors represent the largest segment of our global target market. Our metallic fuel could also be adapted for use in other types of water-cooled commercial power reactors, such as boiling water reactors, CANDU heavy water reactors, as well as water-cooled small and modular reactors. Lightbridge will seek patent validation in key countries that either currently operate or are expected to build and operate a large number of suitable nuclear power reactors. Consulting Business Segment The purpose of our consulting business segment is to generate a positive profit margin that can provide internal cash resources to help defray a portion of the costs associated with our research and development activities and corporate overhead. Through our Consulting Business, we offer consulting and strategic advisory services to companies and governments planning to create or expand electricity generation capabilities using nuclear power plants. We opportunistically seek new consulting work that can generate acceptable profit margins. Recently Adopted Accounting Pronouncements Going Concern Deferred Taxes Debt Issuance Costs Simplifying the Presentation of Debt Issuance Costs Stock Compensation - Improvements to Employee Share-Based Payment Accounting, Recent Accounting Pronouncements Statement of Cash Flows Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows (Topic 230): Restricted Cash. Leases Revenue Recognition In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entitys contracts with customers. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 2. Net Loss Per Share | Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period except that it does not include unvested common shares subject to repurchase or cancellation. Diluted net income per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, warrants, restricted shares, and unvested common shares subject to repurchase or cancellation. The dilutive effect of outstanding stock options, restricted shares, restricted stock units, and warrants is not reflected in diluted earnings per share because we incurred net losses for the three and nine months ended September 30, 2017 and 2016, and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive and are therefore not included in the calculations. Loss per-share amounts for all periods have been retroactively adjusted to reflect the Companys 1-for-5 reverse stock split, which was effective July 20, 2016. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 3. Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses consisted of the following (in millions): September 30, December 31, 2017 2016 Trade payables $ 0.4 $ 0.3 Accrued expenses and other 0.2 0.4 Accrued bonuses 0.7 0.5 Total $ 1.3 $ 1.2 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 4. Commitments and Contingencies | Litigation A former Chief Financial Officer of the Company filed a complaint against the Company with the U.S. Occupational Safety and Health Administration (the OSHA Complaint) on March 9, 2015. The OSHA Complaint alleges that the Company unlawfully retaliated against the former Chief Financial Officer for challenging allegedly improper actions of the Company by making allegedly defamatory statements and terminating him from his employment with the Company. The former Chief Financial Officers demand for damages is for back pay, front pay, and special damages. The Company believes that all of the above claims by the former Chief Financial Officer are without merit and intends to vigorously defend itself. Sublease In September 2017 we were notified by the sublease tenant that as of October 2017, due to their weak financial condition, they would no longer be able to make the required monthly sublease payments over the remaining term of the sublease. Accordingly, we recognized an additional abandonment loss of approximately $100,000 in general and administrative expenses in the condensed consolidated statements of operations for the three and nine months ended September 30, 2017. |
Research and Development Costs
Research and Development Costs | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 5. Research and Development Costs | Research and development costs, included in the accompanying condensed consolidated statement of operations amounted to approximately $0.5 million and $0.4 million for each of the three months ended September 30, 2017 and 2016. Research and development costs, included in the accompanying condensed consolidated statement of operations amounted to approximately $1.5 million for each of the nine month periods ended September 30, 2017 and 2016. We have consulting agreements with several consultants working on various projects for us, which total approximately $20,000 per month. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 6. Stockholders' Equity | All common shares, warrants and stock option amounts and per share amounts for all periods reported below has been retroactively adjusted to reflect the Companys 1-for-5 reverse stock split, which was effective July 20, 2016. At September 30, 2017, there were 11,426,754 common shares, 1,210,905 common stock warrants, 2,175,335 stock options outstanding and 1,020,000 shares of convertible preferred stock outstanding plus accrued dividends of $227,578, totaling 1,102,903 equivalent common shares, all totaling 15,915,897 of total common stock and common stock equivalents outstanding at September 30, 2017. At December 31, 2016, there were 9,911,864 common shares, 1,713,172 common stock warrants, 2,172,581 stock options outstanding and 1,020,000 shares of convertible preferred stock outstanding plus accrued dividends of $80,578 totaling 1,049,354 equivalent common shares, all totaling 12,047,250 of total stock and stock equivalents outstanding at December 31, 2016. ATM Offering On June 11, 2015, the Company entered into an at-the-market issuance (ATM) sales agreement with MLV & Co. LLC (MLV), pursuant to which the Company may issue and sell shares of its common stock from time to time through MLV as the Companys sales agent. On September 1, 2015, MLV was acquired by FBR & Co. The issuance and sale of shares by the Company under the sales agreement are registered shares under the Companys shelf registration statement on Form S-3, as filed with the Securities and Exchange Commission on June 11, 2015 and declared effective by the Securities and Exchange Commission. The Company registered the sale of up to $5.8 million of common stock under the ATM sales agreement and sold all these registered shares. There have been approximately 3.8 million shares sold for total gross proceeds of approximately $4.7 million through the ATM for the nine month period ended September 30, 2017. There have been approximately 1.9 million shares sold for total gross proceeds of approximately $2.6 million through the ATM for the twelve month period ended December 31, 2016. On July 12, 2017, the Company filed a prospectus supplement to register an additional approximate $1.6 million under a new ATM agreement with FBR Capital Markets & Co. and MLV, signed on July 12, 2017. For the period from July 12, 2017 to September 30, 2017, the Company sold approximately 1.2 million shares for total net proceeds of approximately $1.5 million. Due to limitations under the rules of Form S-3, the Company may issue up to one-third of the aggregate market value of the common equity held by non-affiliates in primary offerings under its effective shelf registration statement on Form S-3, including any sales made pursuant to the ATM Offering, during any twelve calendar month period, unless and until it is no longer subject to such limitations. Securities Purchase Agreement General International Holdings, Inc. On August 2, 2016, we issued 1,020,000 shares of the Companys newly created Non-Voting Series A Convertible Preferred Stock (the Series A Preferred Stock) to General International Holdings, Inc. (GIH) for $2.8 million or approximately $2.75 per share. Dividends accrue on the Series A Preferred Stock at the rate of 7% per year and will be paid in-kind. The accumulated dividend (unpaid) at September 30, 2017 was approximately $0.2 million dollars. At closing, Mr. Xingping Hou, the president of GIH, joined the Board of Directors as co-chairman. Series A Preferred Stock On July 29, 2016, in anticipation of the closing of the GIH offering discussed above, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Non-Voting Series A Convertible Preferred Stock (the Certificate of Designation) with the Secretary of State of the State of Nevada. Pursuant to the Certificate of Designation, the Companys Board of Directors designated a new series of the Companys preferred stock, the Non-Voting Series A Convertible Preferred Stock, par value $0.001 per share. The Certificate of Designation authorized the Company to issue 1,020,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock has a conversion right to convert to one share of common stock and a liquidation preference of $2.75 per share. The holders of the Series A Preferred Stock have no voting rights. In addition, as long as 255,000 shares of Series A Preferred Stock are outstanding, the Company may not take certain actions without first having obtained the affirmative vote or waiver of the holders of a majority of the outstanding shares of Series A Preferred Stock. The Company has the option at any time after August 2, 2019 to redeem some or all of the outstanding Series A Preferred Stock for an amount in cash equal to the liquidation preference plus the amount of any accrued but unpaid dividends of the Series A Preferred Stock being redeemed. The holders of the Series A Preferred Stock do not have the ability to require the Company to redeem the Series A Preferred Stock. Aspire Capital Option Agreement On August 10, 2016 the Company entered into an option agreement with Aspire Capital whereby the Company has the right, at any time prior to December 31, 2019, to require Aspire Capital to enter into with the Company, up to two common stock purchase agreements each with a three year term, with an aggregate amount under both purchase agreements combined not to exceed $20,000,000. A notice to Aspire Capital exercising the option may be revoked by the Company at any time prior to the parties entering into a purchase agreement without effecting or limiting the Companys future rights to give a subsequent option notice to Aspire Capital, under the terms and conditions of the option agreement. The Company issued 500,000 common stock purchase warrants with a strike price of $0.01 per share to Aspire Capital as the commitment fee for entering into this option agreement. The commitment fee, valued at approximately $1.7 million, was recorded as deferred financing costs and additional paid-in capital and this asset will be amortized over the life of the option agreement. The amortized amount of $0.1 and $0.4 million was expensed to financing costs during the three and nine months ended September 30, 2017, respectively. The total short-term and long-term unamortized portion is carried on the balance sheet as deferred financing costs. The short-term portion was approximately $0.5 million and the long-term portion was approximately $0.6 million, at September 30, 2017. The short-term portion was approximately $0.5 million and long-term portion was approximately $1.0 million, at December 31, 2016. The future amortization of deferred financing costs is as follows (in millions): 2017 $ 0.1 2018 $ 0.5 2019 $ 0.5 Equity Purchase Agreement Equity Line On September 4, 2015, we entered into a common stock purchase agreement with Aspire Capital, which provides that Aspire Capital is committed to purchase up to an aggregate of $10.0 million of shares of our common stock over a two-year term, subject to certain limitations. There were no sales made for the nine months ended September 30, 2017. We have a Form S-1 registration statement on file with the Securities and Exchange Commission, effective August 23, 2017 registering 1,853,960 shares of our common stock to sell under this equity purchase agreement. For the three months and nine months ended September 30, 2016 we sold 0.4 million and 1.1 million common shares, respectively, for total gross proceeds of approximately $0.6 and $2.7 million through the equity line financing arrangement with Aspire Capital that we have in place. Outstanding Warrants September 30, December 31, 2017 2016 Issued to Investors on July 28, 2010, entitling the holders to purchase 207,000 common shares in the Company at an exercise price of $45.00 per common share up to and including July 27, 2017. At September 30, 2017, these warrants had expired and at December 31, 2016, the fair value of these warrants was not significant. - 207,000 Issued to Investors on October 25, 2013, entitling the holders to purchase 250,000 common shares in the Company at an exercise price of $11.50 per common share up to and including April 24, 2021. In 2016, 59,450 of these warrants were exchanged for common stock, and all remaining warrant holders agreed to new warrant terms in exchange for a reduced exercise price of $6.25 per share. 163,986 163,986 Issued to Investors on November 17, 2014, entitling the holders to purchase 546,919 common shares in the Company at an exercise price of $11.55 per common share up to and including May 16, 2022. On June 30, 2016, the warrant holders agreed to new warrant terms in exchange for a reduced exercise price of $6.25 per share. 546,919 546,919 Issued to an Investor on June 28, 2016, entitling the holders to purchase 295,267 common shares in the Company at an exercise price of $0.05 per common share (pre-funded) up to and including June 27, 2021, all warrants exercised on July 12, 2017. - 295,267 Issued to an investor on August 10, 2016, entitling the holders to purchase 500,000 common shares in the Company at an exercise price of price of $0.01 per share, up to and including December 31, 2019. 500,000 500,000 1,210,905 1,713,172 On July 12, 2017, Aspire Capital exercised warrants that were issued on June 28, 2016, in a cashless exercise transaction. 295,267 warrants were exercised in exchange for 286,584 shares of the Companys common stock. These outstanding warrants were reported in the equity section of our balance sheet. Stock-based Compensation Stock Options and Restricted Stock 2015 Stock Plan On March 25, 2015, the Compensation Committee and the Board of Directors approved the 2015 Equity Incentive Plan (the Plan) to authorize grants of (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Compensation Awards to the employees, consultants, and directors of the Company. A total of 2,900,000 shares are available for grant under the Plan. The Plan became effective upon ratification by the shareholders of the Company at the shareholders annual meeting on July 14, 2015. The Company held its 2016 Annual Meeting on May 12, 2016 and the stockholders approved an amendment to the Plan to increase the number of shares authorized for issuance thereunder by 800,000 shares to 1,400,000 shares. At the 2017 Annual Meeting of Stockholders on May 19, 2017, the Companys stockholders approved an amendment to the Plan to increase the number of shares authorized for issuance thereunder by 1,500,000 shares to 2,900,000 shares. Total stock options outstanding at September 30, 2017 and December 31, 2016, under the 2006 Stock Plan and 2015 Equity Incentive Plan were 2,175,335 and 2,172,581 of which 1,762,385 and 1,722,105 of these options were vested at September 30, 2017 and December 31, 2016, respectively. Stock based compensation was approximately $0.2 million and $0.4 million for the three months ended September 30, 2017 and 2016, respectively, and $0.6 million and $0.9 million for the nine months ended September 30, 2017 and 2016, respectively. 2016 Non-Qualified Option Grants On November 9, 2016, the Board of Directors granted non-qualified stock options relating to approximately 670,000 shares under the 2015 Equity Incentive Plan to employees and consultants of the Company. These stock options were granted by the Board of Directors upon recommendation by the Compensation Committee and vested immediately, with a strike price of $1.54, which was the closing price of the Companys stock on November 9, 2016. These options have a 10 year contractual term, with a fair value of $1.05 per option and an expected term of 5 years. Stock option transactions to the employees, directors and consultants are summarized as follows for the nine months ended September 30, 2017: Weighted Weighted Average Average Options Exercise Grant Date Outstanding Price Fair Value Beginning of the period 2,172,581 $ 6.70 $ 4.83 Granted 31,425 $ 1.08 $ 0.81 Exercised -- -- -- Forfeited -- -- -- Expired (28,671 ) $ 40.35 $ 35.15 End of the period 2,175,335 $ 6.17 $ 4.37 Options exercisable 1,762,385 $ 6.56 $ 4.70 A summary of the status of the Companys non-vested shares as of September 30, 2017 and December 31, 2016, and changes during the nine months ended September 30, 2017 and the year ended December 31, 2016, is presented below: Weighted- Average Fair Weighted Value Average Shares Grant Date Exercise Price Non-vested Shares Non-vested - December 31, 2015 359,001 $ 4.55 $ 6.70 Granted 1,210,467 $ 1.71 $ 3.02 Vested (1,118,992 ) $ 1.81 $ 3.19 Forfeited - - - Non-vested - December 31, 2016 450,476 $ 3.60 $ 5.40 Granted 31,425 0.81 1.08 Vested (68,951 ) $ 5.89 $ 8.82 Forfeited - - - Non-vested - September 30, 2017 412,950 $ 3.00 $ 4.51 As of September 30, 2017, there was approximately $0.7 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under all equity incentive plans. That cost is expected to be recognized over a weighted-average period of 1.1 years. There was substantially no intrinsic value for the stock options outstanding at September 30, 2017 and December 31, 2016. The above tables include options issued and outstanding as of September 30, 2017, as follows: i) A total of 81,140 non-qualified 10 year options have been issued, and are outstanding, to advisory board members at exercise prices of $1.08 to $52.50 per share. ii) A total of 1,825,139 non-qualified 5-10 year options have been issued, and are outstanding, to our directors, officers, and employees at exercise prices of $1.14 to $52.50 per share. From this total, 595,146 options are outstanding to the Chief Executive Officer who is also a director, with remaining contractual lives of 0.2 years to 9.1 years. All other options issued to directors, officers, and employees have a remaining contractual life ranging from 0.2 years to 9.3 years. iii) A total of 269,056 non-qualified 3-10 year options have been issued, and are outstanding, to our consultants at exercise prices of $1.54 to $52.50 per share. Weighted average assumptions used in the Black Scholes option-pricing model for the nine months ended September 30, 2017, were as follows: Nine Months ended September 30, 2017 Average risk-free interest rate 1.85 % Average expected life- years 6.0 Expected volatility 88.5 % Expected dividends 0.0 Stock-based compensation expense includes the expense related to (1) grants of stock options, (2) grants of restricted stock, (3) stock issued as consideration for some of the services provided by our directors and strategic advisory council members, and (4) stock issued in lieu of cash to pay bonuses to our employees and contractors. Grants of stock options and restricted stock are awarded to our employees, directors, consultants, and board members and we recognize the fair value of these awards ratably as they are earned. The expense related to payments in stock for services is recognized as the services are provided. Stock-based compensation expense is recorded under the financial statement captions cost of services provided, general and administrative expenses and research and development expenses in the accompanying condensed consolidated statements of operations. Related income tax benefits were not recognized, as we incurred a tax loss for both periods. |
Business Segment Results
Business Segment Results | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 7. Business Segment Results | We have two principal business segments, which are (1) our technology business and (2) our consulting services business. These business segments were determined based on the nature of the operations and the services offered. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief decision-makers, in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer and Chief Financial Officer have been identified as the chief operating decision makers. Our chief operating decision makers direct the allocation of resources to operating segments based on the profitability, the cash flows, and the business plans of each respective segment. BUSINESS SEGMENT RESULTS - THREE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 Corporate and Consulting Technology Eliminations Total 2017 2016 2017 2016 2017 2016 2017 2016 Revenue $ 15,136 $ 83,219 $ - $ - $ - $ - $ 15,136 $ 83,219 Segment Profit (Loss) Pre-Tax $ 15,744 $ (103,758 ) $ (458,663 ) $ (441,874 ) $ (1,290,629 ) $ (957,885 ) $ (1,733,548 ) $ (1,503,517 ) Total Assets $ 15,136 $ 83,219 $ 1,319,718 $ 1,121,771 $ 5,531,270 $ 5,059,686 $ 6,866,124 $ 6,264,676 Interest Expense $ - $ - $ - $ - $ 8,023 $ 4,689 $ 8,023 $ 4,689 BUSINESS SEGMENT RESULTS NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 Corporate and Consulting Technology Eliminations Total 2017 2016 2017 2016 2017 2016 2017 2016 Revenue $ 165,046 $ 372,142 $ - $ - $ - $ - $ 165,046 $ 372,142 Segment Profit (Loss) Pre-Tax $ (45,051 ) $ (263,785 ) $ (1,468,650 ) $ (1,450,954 ) $ (3,602,818 ) $ (1,420,688 ) $ (5,116,519 ) $ (3,135,427 ) Total Assets $ 15,136 $ 83,219 $ 1,319,718 $ 1,121,771 $ 5,531,270 $ 5,059,686 $ 6,866,124 $ 6,264,676 Interest Expense $ - $ - $ - $ - $ 16,095 $ 17,060 $ 16,095 $ 17,060 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 8. Subsequent Events | Equity Transactions From October 1, 2017 to November 14, 2017, we received additional gross proceeds of approximately $0.2 million under the equity line agreement with Aspire Capital from the sale of approximately 0.2 million shares of our common stock. Short-Term Option Grants On October 26, 2017, the Compensation Committee of the Board of Directors granted short-term incentive stock options and non-qualified stock options relating to approximately 0.5 million shares under the 2015 Equity Incentive Plan to employees and consultants of the Company. All of these stock options will vest immediately, with a strike price of $1.05, which was the closing price of the Companys stock on October 26, 2017. These options have a 10 year contractual term, with a fair market value of approximately $0.70 per option with an expected term of 5 years. Long-Term Non-Qualified Option Grants On October 26, 2017 the Compensation Committee of the Board of Directors granted performance-based long-term non-qualified stock options relating to approximately 1.3 million shares to employees, consultants and directors of the Company. Out of this total, approximately 1.1 million stock options were issued to employees and consultants as performance-based options. These performance-based stock options vest only upon the applicable performance conditions being satisfied by certain milestone dates, based on either a graded vesting schedule for each milestone or an accelerated vesting schedule. The graded vesting schedule is based on the achievement of milestones related to the formation of the joint venture with Areva NP SAS and the development milestones for the fuel. Accelerated vesting of all option grants would occur upon achievement of one or both of the following performance-based milestones: 1. The Companys closing stock price is above $3 per share by December 31, 2018 2. The Company secures at least a $2 million investment from a commercial nuclear industry entity other than Areva NP SAS by December 31, 2019 The remaining approximate 0.2 million stock options were issued to the directors of the Company and vest over a one year period on the anniversary date of the grant. These stock options have a strike price of $1.05, which was the closing price of the Companys stock on October 26, 2017. All options granted have a 10 year contractual term. All such long-term non-qualified stock options issued in excess of the 2.9 million shares authorized under the 2015 Equity Stock Plan (which total approximately 0.5 million out of the total approximate 1.3 million options granted) were issued contingent upon shareholder approval of an increase in the number of shares available under the 2015 Equity Stock Plan (with such number of contingent options to be granted is granted pro-rata among the grantees). Areva NP SAS Agreements On November 14, 2017, the Company entered into three binding agreements with AREVA NP SAS: (1) A Research and Development Services Agreement (RDSA), (2) A Co-Ownership Agreement (COA), and (3) An Intellectual Property Annex (IP Annex). These agreements govern joint research and development activities relating to the Lightbridge-designed metallic fuel and treatment of all existing and future intellectual property related thereto. The signed agreements form the foundation for, are an integral part of, the proposed joint venture arrangement between the Company and AREVA, Inc., a US wholly-owned subsidiary of AREVA NP SAS. The RDSA defines the terms and conditions for joint R&D activities between AREVA NP SAS (ANP) and Lightbridge (LTBR) initially (and the JV once it is formed) and joint generation of Foreground Intellectual Property (IP) based on a combination of Background IP contributed by ANP and LTBR. In connection with the RDSA, the Company is committed to purchase minimum amounts of R&D services from ANP of approximately $3.3 million for the period up through December 31, 2018. The COA defines terms and conditions for treatment of Background and Foreground IP between ANP and LTBR within the Domain and outside the Domain during and beyond the life of the JV. The COA will survive the life of the JV. Key terms and conditions of the COA include: · ANP and Lightbridge will co-own (on a 50-50 basis) the Foreground IP property that they and their subcontractors (the R&D Agreement defines in detail terms and conditions for subcontracting R&D activities) will create in relation to the various JV projects within the Domain. · It also includes procedures for managing the Foreground IP, including, for example, deciding when to file patent applications. · Defines IP governance structure, including the IP Committee. The IP Annex is a higher-level reference document that will be attached to the JV Operating Agreement, and summarizes the parties understanding regarding IP matters based on detailed terms and conditions contained in the RDSA and COA. The IP Annex will be executed by ANP and LTBR as a standalone document and will remain in force only during the life of the JV. |
Basis of Presentation, Summar14
Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Basis Of Presentation Summary Of Significant Accounting Policies And Nature Of Operations Policies | |
Basis of presentation | The accompanying unaudited condensed consolidated financial statements of Lightbridge Corporation and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America, including a summary of the Companys significant accounting policies, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2016, included in our Annual Report on Form 10-K for the year ended December 31, 2016. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three month and nine month periods have been made. Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms Lightbridge, Company, we, us or our mean Lightbridge Corporation and all entities included in our consolidated condensed financial statements. The Company was formed on October 6, 2006, when Thorium Power, Ltd. merged with Thorium Power, Inc., (TPI), which had been formed in the State of Delaware on January 8, 1992. On September 29, 2009, we changed our name from Thorium Power, Ltd. to Lightbridge Corporation (subsequently referred to as we or the Company). We are engaged in two operating business segments: our Technology Business Segment and our Consulting Business Segment (see Note 7-Business Segment Results). |
Going Concern and Liquidity | We have incurred recurring losses since inception and expect to continue to incur losses as a result of costs and expenses related to our research and continued development of our nuclear fuel and our corporate general and administrative expenses. At September 30, 2017, we had $4.3 million in cash and restricted cash. We have expended substantial funds on the research and development of our fuel technology and expect to increase our spending on research and development expenditures if we are able to execute on a potential joint venture with AREVA NP. Our net losses incurred for the three months and nine months ended September 30, 2017 amounted to $1.7 million and $5.1 million, respectively, and working capital was approximately $3.6 million at September 30, 2017. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital might be available. On June 11, 2015, the Company entered into an at-the-market issuance (ATM) sales agreement with MLV & Co. LLC (MLV) (see Note 6), pursuant to which the Company may issue and sell shares of its common stock from time to time through MLV as the Companys sales agent. On September 1, 2015, MLV was acquired by FBR & Co. We raised approximately $4.4 million, net of financing costs, from our ATM with MLV for the nine months ended September 30, 2017. The Company had registered for the sale of up to $5.8 million of common stock under this ATM sales agreement and had raised the entire $5.8 million amount of common stock registered under the Prospectus in 2016 and 2017. On July 12, 2017, the Company filed a prospectus supplement to register an additional approximate $1.6 million under a new ATM agreement with FBR Capital Markets & Co. and MLV, signed on July 12, 2017 and has raised an approximate $1.5 million under this $1.6 million prospectus supplement as of September 30, 2017. As the Companys public float was less than $75.0 million as of September 30, 2017, the Companys usage of its S-3 shelf registration statement is limited. The Company still maintains the ability to raise funds through other means, such as through the filing of a registration statement on Form S-1 or through private placements. The rules and regulations of the SEC or any other regulatory agencies may restrict the Companys ability to conduct certain types of financing activities, or may affect the timing of and amounts it can raise by undertaking such activities. On September 4, 2015, the Company entered into a common stock purchase agreement with Aspire Capital Fund, LLC (Aspire Capital) (see Note 6), pursuant to which the Company may issue and sell shares of its common stock from time to time to Aspire Capital. On August 23, 2017 the Company filed a prospectus which relates to the sale of up to 1,853,960 shares of our common stock by Aspire Capital. Aspire Capital is also referred to in this prospectus as the selling shareholder. The prices at which the selling shareholder may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We will not receive proceeds from the sale of the shares by the selling shareholder. However, we may receive proceeds of up to $10.0 million from the sale of our common stock to the selling stockholder, pursuant to a common stock purchase agreement entered into with the selling stockholder, including proceeds that we have already received thereunder. As of the date hereof, we have sold approximately $2.7 million of our common stock under the common stock purchase agreement, and approximately $7.3 million of common stock remains available for sale. We did not sell shares to Aspire Capital for the three months and nine months ended September 30, 2017. |
Reverse Stock Split | Effective July 20, 2016, we conducted a one for five reverse stock-split of our issued and outstanding common stock and have retroactively adjusted our shares of common stock outstanding, options and warrants amounts outstanding. We have presented our share data for and as of all periods presented on this basis. Our authorized capital of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock, each with a par value of $0.001, was changed to 100,000,000 shares of common stock authorized and 10,000,000 shares of preferred stock authorized with a par value of $0.001. The par value was not adjusted as a result of the one for five reverse stock split. |
Technology Business Segment | Our primary business segment, based on future revenue potential, is to develop and commercialize innovative, proprietary nuclear fuel designs which we expect will significantly enhance the nuclear power industrys economics due to higher power output and improve safety margins. We are currently focusing our development efforts primarily on the metallic fuel with a power uprate of up to 10% and a 24-month operating cycle in existing Westinghouse-type four-loop pressurized water reactors. Those reactors represent the largest segment of our global target market. Our metallic fuel could also be adapted for use in other types of water-cooled commercial power reactors, such as boiling water reactors, CANDU heavy water reactors, as well as water-cooled small and modular reactors. Lightbridge will seek patent validation in key countries that either currently operate or are expected to build and operate a large number of suitable nuclear power reactors. |
Consulting Business Segment | The purpose of our consulting business segment is to generate a positive profit margin that can provide internal cash resources to help defray a portion of the costs associated with our research and development activities and corporate overhead. Through our Consulting Business, we offer consulting and strategic advisory services to companies and governments planning to create or expand electricity generation capabilities using nuclear power plants. We opportunistically seek new consulting work that can generate acceptable profit margins. |
Recently Adopted Accounting Pronouncements | Going Concern Deferred Taxes Debt Issuance Costs Simplifying the Presentation of Debt Issuance Costs Stock Compensation - Improvements to Employee Share-Based Payment Accounting, |
Recent Accounting Pronouncements | Statement of Cash Flows Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows (Topic 230): Restricted Cash. Leases Revenue Recognition Revenue from Contracts with Customers: Principal versus Agent Considerations Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients |
Accounts Payable, Accrued Liabi
Accounts Payable, Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Payable Accrued Liabilities Tables | |
Schedule of Accounts Payable and Accrued Liabilities | September 30, December 31, 2017 2016 Trade payables $ 0.4 $ 0.3 Accrued expenses and other 0.2 0.4 Accrued bonuses 0.7 0.5 Total $ 1.3 $ 1.2 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders Equity Tables | |
Schedule of Future Amortization of Deferred Financing Costs | 2017 $ 0.1 2018 $ 0.5 2019 $ 0.5 |
Schedule of Warrants Outstanding | September 30, December 31, 2017 2016 Issued to Investors on July 28, 2010, entitling the holders to purchase 207,000 common shares in the Company at an exercise price of $45.00 per common share up to and including July 27, 2017. At September 30, 2017, these warrants had expired and at December 31, 2016, the fair value of these warrants was not significant. - 207,000 Issued to Investors on October 25, 2013, entitling the holders to purchase 250,000 common shares in the Company at an exercise price of $11.50 per common share up to and including April 24, 2021. In 2016, 59,450 of these warrants were exchanged for common stock, and all remaining warrant holders agreed to new warrant terms in exchange for a reduced exercise price of $6.25 per share. 163,986 163,986 Issued to Investors on November 17, 2014, entitling the holders to purchase 546,919 common shares in the Company at an exercise price of $11.55 per common share up to and including May 16, 2022. On June 30, 2016, the warrant holders agreed to new warrant terms in exchange for a reduced exercise price of $6.25 per share. 546,919 546,919 Issued to an Investor on June 28, 2016, entitling the holders to purchase 295,267 common shares in the Company at an exercise price of $0.05 per common share (pre-funded) up to and including June 27, 2021, all warrants exercised on July 12, 2017. - 295,267 Issued to an investor on August 10, 2016, entitling the holders to purchase 500,000 common shares in the Company at an exercise price of price of $0.01 per share, up to and including December 31, 2019. 500,000 500,000 1,210,905 1,713,172 |
Schedule of Share-based Compensation, Stock Options, Activity | Weighted Weighted Average Average Options Exercise Grant Date Outstanding Price Fair Value Beginning of the period 2,172,581 $ 6.70 $ 4.83 Granted 31,425 $ 1.08 $ 0.81 Exercised -- -- -- Forfeited -- -- -- Expired (28,671 ) $ 40.35 $ 35.15 End of the period 2,175,335 $ 6.17 $ 4.37 Options exercisable 1,762,385 $ 6.56 $ 4.70 |
Schedule of Non-Vested Shares, Activity | Weighted- Average Fair Weighted Value Average Shares Grant Date Exercise Price Non-vested Shares Non-vested - December 31, 2015 359,001 $ 4.55 $ 6.70 Granted 1,210,467 $ 1.71 $ 3.02 Vested (1,118,992 ) $ 1.81 $ 3.19 Forfeited - - - Non-vested - December 31, 2016 450,476 $ 3.60 $ 5.40 Granted 31,425 0.81 1.08 Vested (68,951 ) $ 5.89 $ 8.82 Forfeited - - - Non-vested - September 30, 2017 412,950 $ 3.00 $ 4.51 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Nine Months ended September 30, 2017 Average risk-free interest rate 1.85 % Average expected life- years 6.0 Expected volatility 88.5 % Expected dividends 0.0 |
Business Segment Results (Table
Business Segment Results (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Segment Results Tables | |
Schedule of Segment Reporting Information, by Segment | Corporate and Consulting Technology Eliminations Total 2017 2016 2017 2016 2017 2016 2017 2016 Revenue $ 15,136 $ 83,219 $ - $ - $ - $ - $ 15,136 $ 83,219 Segment Profit (Loss) Pre-Tax $ 15,744 $ (103,758 ) $ (458,663 ) $ (441,874 ) $ (1,290,629 ) $ (957,885 ) $ (1,733,548 ) $ (1,503,517 ) Total Assets $ 15,136 $ 83,219 $ 1,319,718 $ 1,121,771 $ 5,531,270 $ 5,059,686 $ 6,866,124 $ 6,264,676 Interest Expense $ - $ - $ - $ - $ 8,023 $ 4,689 $ 8,023 $ 4,689 BUSINESS SEGMENT RESULTS NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 Corporate and Consulting Technology Eliminations Total 2017 2016 2017 2016 2017 2016 2017 2016 Revenue $ 165,046 $ 372,142 $ - $ - $ - $ - $ 165,046 $ 372,142 Segment Profit (Loss) Pre-Tax $ (45,051 ) $ (263,785 ) $ (1,468,650 ) $ (1,450,954 ) $ (3,602,818 ) $ (1,420,688 ) $ (5,116,519 ) $ (3,135,427 ) Total Assets $ 15,136 $ 83,219 $ 1,319,718 $ 1,121,771 $ 5,531,270 $ 5,059,686 $ 6,866,124 $ 6,264,676 Interest Expense $ - $ - $ - $ - $ 16,095 $ 17,060 $ 16,095 $ 17,060 |
Basis of Presentation, Summar18
Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017USD ($)$ / sharesshares | Jul. 20, 2016 | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Number$ / sharesshares | Sep. 30, 2016USD ($) | Dec. 31, 2016$ / sharesshares | Sep. 04, 2015shares | |
Number of operating segments | Number | 2 | |||||||
Working capital | $ 3,600,000 | $ 3,600,000 | $ 3,600,000 | |||||
Cash and restricted cash | $ 4,300,000 | 4,300,000 | 4,300,000 | |||||
Net loss | $ 1,700,000 | $ 5,100,000 | ||||||
Common Stock, Shares Authorized (before reverse stock split) | shares | 500,000,000 | 500,000,000 | 500,000,000 | |||||
Preferred Stock, Par Value Per Share (before reverse stock split) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred Stock, Shares Authorized (before reverse stock split) | shares | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Common Stock, Par Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common Stock, Shares Authorized (after split) | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 1,853,960 | |||
Preferred Stock, Par Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Shares Authorized (after split) | shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Stockholders' Equity, Reverse Stock Split | 1 for 5 | |||||||
Operating cycle length - Westinghouse-type | 24 months | |||||||
Entity Public Float | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | |||||
Proceeds from sale of common shares | 4,376,455 | $ 3,631,689 | ||||||
Securities Purchase Agreement Aspire Capital [Member] | ||||||||
Proceeds from sale of common shares | 2,700,000 | |||||||
Common shares available for sale | 7,300,000 | 7,300,000 | 7,300,000 | |||||
ATM agreement [Member] | FBR Capital Markets & Co. [Member] | ||||||||
Amount of follow on public offering | 1,600,000 | 1,600,000 | 1,600,000 | |||||
Amount rised on public offering | 1,500,000 | 1,500,000 | $ 1,500,000 | |||||
Maximum [Member] | ||||||||
Metallic fuel power uprate percentage | 10.00% | |||||||
Aspire Capital [Member] | ||||||||
Common stock sold | $ 600,000 | $ 2,700,000 | ||||||
Aspire Capital [Member] | Maximum [Member] | ||||||||
Recevable from commn shares sold | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | |||||
Sales Agreement [Member] | ||||||||
Amount raised, net of financing costs | $ 4,400,000 |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) | 1 Months Ended |
Jul. 20, 2016 | |
Net Loss Per Share Details Narrative | |
Stockholders' Equity, Reverse Stock Split | 1 for 5 |
Accounts Payable and Accrued 20
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts Payable And Accrued Liabilities Details | ||
Trade payables | $ 400,000 | $ 300,000 |
Accrued expenses and other | 200,000 | 400,000 |
Accrued bonuses | 700,000 | 500,000 |
Total | $ 1,300,000 | $ 1,200,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Notes to Financial Statements | |
Abandonment loss | $ 100,000 |
Research and Development Costs
Research and Development Costs (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Research And Development Costs Details Narrative | ||||
Research and development costs | $ 500,000 | $ 400,000 | $ 1,500,000 | $ 1,500,000 |
Consulting agreement monthly payments | $ 20,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Sep. 30, 2017USD ($) |
2017 [Member] | |
Future amortization of deferred financing costs | $ 100,000 |
2018 [Member] | |
Future amortization of deferred financing costs | 500,000 |
2019 [Member] | |
Future amortization of deferred financing costs | $ 500,000 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - $ / shares | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | |
Warrants Outstanding | 1,210,905 | 1,713,172 | |
Issued To Investors On July 28, 2010 [Member] | |||
Warrants Outstanding | 207,000 | ||
Exercise price | $ 45 | ||
Common stock to be purchased in the Offering | 207,000 | ||
Issued To Investors On October 25, 2013 [Member] | |||
Warrants Outstanding | 163,986 | 163,986 | |
Exercise price | $ 11.50 | ||
Common stock to be purchased in the Offering | 250,000 | ||
Warrants exchanged for common stock | 59,450 | ||
Reduced exercise price | $ 6.25 | ||
Issued To Investors On November 17, 2014 [Member] | |||
Warrants Outstanding | 546,919 | 546,919 | |
Exercise price | $ 11.55 | ||
Common stock to be purchased in the Offering | 546,919 | ||
Reduced exercise price | $ 6.25 | ||
Issued To An Investor On June 28, 2016 [Member] | |||
Warrants Outstanding | 295,267 | ||
Exercise price | $ 0.05 | ||
Common stock to be purchased in the Offering | 295,267 | ||
Issued To An Investor On August 10, 2016 [Member] | |||
Warrants Outstanding | 500,000 | 500,000 | |
Exercise price | $ 0.01 | ||
Common stock to be purchased in the Offering | 500,000 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Stockholders Equity Details 2 | |
Beginning of Period | shares | 2,172,581 |
Options Outstanding, Stock options granted | shares | 31,425 |
Options Exercised | shares | |
Options Forfeited | shares | |
Options Expired | shares | (28,671) |
Options Outstanding, End of the Period | shares | 2,175,335 |
Options exercisable | shares | 1,762,385 |
Weighted Average Exercise Price Beginning of the Period | $ 6.70 |
Weighted Average Exercise Price Stock Options Granted | 1.08 |
Weighted Average Exercise Price Stock Options Exercised | |
Weighted Average Exercise Price Stock Options Forfeited | |
Weighted Average Exercise Price Stock Options Expired | 40.35 |
Weighted Average Exercise End of the Period | 6.17 |
Weighted Average Exercise Price Options exercisable | 6.56 |
Weighted Average Grant Date Fair Value Stock Options Beginning of the Period | 4.83 |
Weighted Average Grant Date Fair Value Stock Options Granted | 0.81 |
Weighted Average Grant Date Fair Value Stock Options Exercised | |
Weighted Average Grant Date Fair Value Stock Options Forfeited | |
Weighted Average Grant Date Fair Value Stock Options Expired | 35.15 |
Weighted Average Grant Date Fair Value Stock Options End of the Period | 4.37 |
Weighted Average Grant Date Fair Value Options exercisable | $ 4.7 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Stockholders Equity Details 3 | ||
Non-vested Shares at beginning of period | 450,476 | 359,001 |
Shares Granted | 31,425 | 1,210,467 |
Shares Vested | (68,951) | (1,118,992) |
Shares Forfeited | ||
Non-vested Shares at end of period | 412,950 | 450,476 |
Weighted average fair value grant date, beginning of period | $ 3.60 | $ 4.55 |
Weighted average fair value grant date, granted | 0.81 | 1.71 |
Weighted average fair value grant date, vested | 5.89 | 1.81 |
Weighted average fair value grant date, forfeited | ||
Weighted average fair value grant date, end of period | 3 | 3.60 |
Weighted average exercise price, beginning of period | 5.40 | 6.70 |
Weighted average exercise price, granted | 1.08 | 3.02 |
Weighted average exercise price, vested | 8.82 | 3.19 |
Weighted average exercise price, forfeited | ||
Weighted average exercise price, end of period | $ 4.51 | $ 5.40 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders Equity Details 4 | |
Average risk-free interest rate | 1.85% |
Average expected life- years | 6 years |
Expected volatility | 88.50% |
Expected dividends | 0.00% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Nov. 09, 2016 | Aug. 02, 2016 | Jun. 12, 2015 | Jun. 11, 2015 | Jul. 20, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Jul. 12, 2017 | May 19, 2017 | Aug. 10, 2016 | Jul. 29, 2016 | May 12, 2016 | Sep. 04, 2015 |
Reverse stock split | 1 for 5 | ||||||||||||||||
Common Stock, Shares, Outstanding | 11,426,754 | 11,426,754 | 9,911,864 | ||||||||||||||
Class of Warrant or Right, Outstanding | 1,210,905 | 1,210,905 | 1,713,172 | ||||||||||||||
Number of options outstanding | 2,175,335 | 2,175,335 | 2,172,581 | ||||||||||||||
Total stock and stock equivalents outstanding | 15,915,897 | 15,915,897 | 12,047,250 | ||||||||||||||
Common stock equivalents | 1,102,903 | 1,102,903 | 1,049,354 | ||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 1,853,960 | |||||||||||||
Accrued dividend | $ 227,578 | $ 227,578 | $ 80,578 | ||||||||||||||
Short-term portion | 500,000 | 500,000 | 500,000 | ||||||||||||||
Long-term portion | $ 600,000 | $ 600,000 | $ 100,000 | ||||||||||||||
Common Stock issued | 11,426,754 | 11,426,754 | 9,911,864 | ||||||||||||||
Proceeds from Issuance of Common Stock | $ 4,376,455 | $ 3,631,689 | |||||||||||||||
Share based compensation | $ 200,000 | $ 400,000 | 400,000 | $ 600,000 | |||||||||||||
Unrecognized compensation costs | $ 700,000 | $ 700,000 | |||||||||||||||
Weighted average recognition period | 1 year 1 month 6 days | ||||||||||||||||
Preferred Stock per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Aggregate amount of common stock | $ 10,000,000 | ||||||||||||||||
ATM Offering [Member] | |||||||||||||||||
Common Stock, Shares Authorized | 5,800,000 | ||||||||||||||||
Common stock sold, shares | 1,200,000 | 3,800,000 | 1,900,000 | ||||||||||||||
Common stock sold, Value | $ 1,500,000 | $ 4,700,000 | $ 2,600,000 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Convertible preferred stock outstanding | 255,000 | ||||||||||||||||
Conversion price | $ 2.75 | ||||||||||||||||
Shares issued | 1,020,000 | ||||||||||||||||
Preferred Stock per share | $ 0.001 | ||||||||||||||||
Preferred Stock, Shares Outstanding | 255,000 | ||||||||||||||||
Aspire Option Agreement [Member] | |||||||||||||||||
Amortized amount | $ 100,000 | $ 400,000 | |||||||||||||||
Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Outstanding | 295,267 | ||||||||||||||||
Common stock shares issued upon exercise of warrants | 286,584 | ||||||||||||||||
2006 Stock Plan [Member] | |||||||||||||||||
Number of options outstanding | 2,175,335 | 2,175,335 | |||||||||||||||
Number of options vested and expected to vest outstanding | 1,762,385 | 1,762,385 | |||||||||||||||
2015 Equity Incentive Plan [Member] | |||||||||||||||||
Number of options outstanding | 2,172,581 | ||||||||||||||||
Number of options vested and expected to vest outstanding | 1,722,105 | ||||||||||||||||
Stock Options and Restricted Stock [Member] | |||||||||||||||||
Common Stock, Shares Authorized | 1,500,000 | 800,000 | |||||||||||||||
Increased authorized common shares | 2,900,000 | 1,400,000 | |||||||||||||||
Employees And Consultants [Member] | 2016 Non-Qualified Option Grants [Member] | |||||||||||||||||
Expected term | 5 years | ||||||||||||||||
Fair market value of per option | $ 1.05 | ||||||||||||||||
Non-qualified stock options | 670,000 | ||||||||||||||||
Contractual lives | 10 years | ||||||||||||||||
Strike price | $ 1.54 | ||||||||||||||||
Aspire Capital [Member] | |||||||||||||||||
Class of Warrant or Right, Outstanding | 500,000 | ||||||||||||||||
Strike price of warrants | $ 0.01 | ||||||||||||||||
Maximum borrowing capacity under agreement | $ 20,000,000 | ||||||||||||||||
Deferred financing cost | $ 1,700,000 | ||||||||||||||||
Common stock sold, shares | 400,000 | 1,100,000 | |||||||||||||||
Common stock sold, Value | $ 600,000 | $ 2,700,000 | |||||||||||||||
General International Holdings Inc [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Conversion price | $ 2.75 | ||||||||||||||||
Common Stock issued | 1,020,000 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 2,800,000 | ||||||||||||||||
Accumulated dividends | $ 200,000 | $ 200,000 | |||||||||||||||
Dividends accrue on Preferred Stock | 7.00% | ||||||||||||||||
Consultants [Member] | |||||||||||||||||
Non-qualified stock options | 269,056 | ||||||||||||||||
Consultants [Member] | Minimum [Member] | |||||||||||||||||
Contractual lives | 3 years | ||||||||||||||||
Lower Limit | $ 1.54 | ||||||||||||||||
Upper Limit | $ 52.50 | ||||||||||||||||
Consulting [Member] | Maximum [Member] | |||||||||||||||||
Contractual lives | 10 years | ||||||||||||||||
Directors, officers, and employees [Member] | |||||||||||||||||
Non-qualified stock options | 1,825,139 | ||||||||||||||||
Lower Limit | $ 1.14 | ||||||||||||||||
Upper Limit | $ 52.50 | ||||||||||||||||
Directors, officers, and employees [Member] | Minimum [Member] | |||||||||||||||||
Contractual lives | 5 years | ||||||||||||||||
Directors, officers, and employees [Member] | Maximum [Member] | |||||||||||||||||
Contractual lives | 10 years | ||||||||||||||||
Directors, officers, and employees [Member] | Other Options [Member] | Minimum [Member] | |||||||||||||||||
Contractual lives | 2 months 12 days | ||||||||||||||||
Directors, officers, and employees [Member] | Other Options [Member] | Maximum [Member] | |||||||||||||||||
Contractual lives | 9 years 3 months 19 days | ||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Non-qualified stock options | 595,146 | ||||||||||||||||
Chief Executive Officer [Member] | Minimum [Member] | |||||||||||||||||
Contractual lives | 2 months 12 days | ||||||||||||||||
Chief Executive Officer [Member] | Maximum [Member] | |||||||||||||||||
Contractual lives | 9 years 1 month 6 days | ||||||||||||||||
Advisory Board Members [Member] | |||||||||||||||||
Non-qualified stock options | 81,140 | ||||||||||||||||
Contractual lives | 10 years | ||||||||||||||||
Lower Limit | $ 1.08 | ||||||||||||||||
Upper Limit | $ 52.50 |
Business Segment Results (Detai
Business Segment Results (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue | $ 15,136 | $ 83,219 | $ 165,046 | $ 372,142 |
Segment Profit (Loss) | (1,733,548) | (1,503,517) | (5,116,519) | (3,135,427) |
Total Assets | 6,866,124 | 6,264,676 | 6,866,124 | 6,264,676 |
Interest Expense | 8,023 | 4,689 | 16,095 | 17,060 |
Consulting [Member] | ||||
Revenue | 15,136 | 83,219 | 165,046 | 372,142 |
Segment Profit (Loss) | 15,744 | (103,758) | (45,051) | (263,785) |
Total Assets | 15,136 | 83,219 | 15,136 | 83,219 |
Interest Expense | ||||
Technology [Member] | ||||
Revenue | ||||
Segment Profit (Loss) | (458,663) | (441,874) | (1,468,650) | (1,450,954) |
Total Assets | 1,319,718 | 1,121,771 | 1,319,718 | 1,121,771 |
Interest Expense | ||||
Corporate and Eliminations [Member] | ||||
Revenue | ||||
Segment Profit (Loss) | (1,290,629) | (957,885) | (3,602,818) | (1,420,688) |
Total Assets | 5,531,270 | 5,059,686 | 5,531,270 | 5,059,686 |
Interest Expense | $ 8,023 | $ 4,689 | $ 16,095 | $ 17,060 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Dec. 31, 2018 | Nov. 14, 2017 | Oct. 26, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Proceeds from Issuance of Common Stock | $ 4,376,455 | $ 3,631,689 | |||
Stock options granted | 31,425 | ||||
Subsequent Event [Member] | |||||
Minimum amounts of R&D services | $ 3,300,000 | ||||
Subsequent Event [Member] | 2015 Equity Incentive Plan [Member] | Long-Term Non-Qualified Option Grants [Member] | Employees And Consultants [Member] | |||||
Stock options granted | 1,100,000 | ||||
Option vesting condition description | 1. The Companys closing stock price is above $3 per share by December 31,2018 2. The Company secures at least a $2 million investment from a commercial nuclear industry entity other than Areva NP by December 31, 2019 | ||||
Subsequent Event [Member] | 2015 Equity Incentive Plan [Member] | Long-Term Non-Qualified Option Grants [Member] | Employees And Consultants Director [Member] | |||||
Stock options granted | 1,300,000 | ||||
Subsequent Event [Member] | 2015 Equity Incentive Plan [Member] | Short-Term Option Grants [Member] | Employees And Consultants [Member] | |||||
Stock options granted | 500,000 | ||||
Strike price | $ 1.05 | ||||
Option contractual term | 10 years | ||||
Fair market value of option | $ 0.70 | ||||
Expected term of option | 5 years | ||||
Subsequent Event [Member] | 2015 Equity Incentive Plan [Member] | Director [Member] | Long-Term Non-Qualified Option Grants [Member] | |||||
Stock options granted | 200,000 | ||||
Strike price | $ 1.05 | ||||
Description of Long-Term Non-Qualified Option Grants | All such long-term non-qualified stock options issued in excess of the 2.9 million shares authorized under the 2015 Equity Stock Plan (which total approximately 0.5 million out of the total approximate 1.3 million options granted) were issued contingent upon shareholder approval of an increase in the number of shares available under the 2015 Equity Stock Plan (with such number of contingent options to be granted is granted pro-rata among the grantees). | ||||
Subsequent Event [Member] | Equity line agreement [Member] | Aspire Capital [Member] | |||||
Common stock shares sold | 200,000 | ||||
Proceeds from Issuance of Common Stock | $ 200,000 |