Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 05, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | LIGHTBRIDGE Corp | |
Entity Central Index Key | 0001084554 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Common Stock Shares Outstanding | 5,631,561 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 17,410,899 | $ 17,958,989 |
Other receivable from joint venture | 0 | 400,000 |
Prepaid expenses and other current assets | 164,652 | 47,371 |
Total Current Assets | 17,575,551 | 18,406,360 |
Other Assets | ||
Patent costs | 1,825,326 | 1,798,484 |
Total Assets | 19,400,877 | 20,204,844 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,815,791 | 350,299 |
Total Current Liabilities | 1,815,791 | 350,299 |
Stockholders' Equity | ||
Common stock, $0.001 par value, 8,333,333 authorized, 4,416,961 and 3,252,371 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 4,417 | 3,252 |
Additional paid-in capital | 139,121,290 | 133,932,615 |
Accumulated deficit | (121,544,000) | (114,084,746) |
Total Stockholders' Equity | 17,585,086 | 19,854,545 |
Total Liabilities and Stockholders' Equity | 19,400,877 | 20,204,844 |
Preferred Stock Series A [Member] | ||
Stockholders' Equity | ||
Preferred stock value | 712 | 757 |
Series B Preferred Shares [Member] | ||
Stockholders' Equity | ||
Preferred stock value | $ 2,667 | $ 2,667 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Stockholders' Equity | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 8,333,333 | 8,333,333 |
Common stock, shares issued | 4,416,961 | 3,252,371 |
Common stock, shares outstanding | 4,416,961 | 3,252,371 |
Preferred Stock Series A [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares issued | 712,126 | 757,770 |
Preferred stock, shares outstanding | 712,126 | 757,770 |
Preferred stock, liquidation preference value | $ 2,612,802 | $ 2,636,764 |
Series B Preferred Shares [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares issued | 2,666,667 | 2,666,667 |
Preferred stock, shares outstanding | 2,666,667 | 2,666,667 |
Preferred stock, liquidation preference value | $ 4,813,284 | $ 4,569,180 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Condensed Consolidated Statements of Operations (Unaudited) | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses | ||||
General and administrative | 2,835,471 | 1,463,568 | 6,800,892 | 4,051,484 |
Research and development | 261,898 | 751,473 | 767,498 | 2,218,826 |
Total Operating Expenses | 3,097,369 | 2,215,041 | 7,568,390 | 6,270,310 |
Other Operating Income and (Loss) | ||||
Grant income | 29,662 | 0 | 29,662 | 0 |
Other income from joint venture | 0 | 247,568 | 0 | 908,224 |
Equity in loss from joint venture | 0 | (555,113) | 0 | (3,812,463) |
Total Other Operating Income and (Loss) | 29,662 | (307,545) | 29,662 | (2,904,239) |
Operating Loss | (3,067,707) | (2,522,586) | (7,538,728) | (9,174,549) |
Other Income | ||||
Interest income | 4,645 | 81,172 | 79,474 | 315,691 |
Total Other Income | 4,645 | 81,172 | 79,474 | 315,691 |
Loss before income taxes | (3,063,062) | (2,441,414) | (7,459,254) | (8,858,858) |
Net Loss | (3,063,062) | (2,441,414) | (7,459,254) | (8,858,858) |
Income taxes | 0 | 0 | 0 | 0 |
Accumulated preferred stock dividend | (128,937) | (123,455) | (383,086) | (365,973) |
Deemed additional dividend on preferred stock dividend due the beneficial conversion feature | (55,940) | (53,047) | (165,551) | (156,232) |
Net loss attributable to common stockholders | $ (3,247,939) | $ (2,617,916) | $ (8,007,891) | $ (9,381,063) |
Net Loss Per Common Share Basic and Diluted | $ (0.80) | $ (0.81) | $ (2.22) | $ (3.07) |
Weighted Average Number of Common Shares Outstanding | 4,053,644 | 3,222,226 | 3,613,349 | 3,058,797 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Activities | ||
Net Loss | $ (7,459,254) | $ (8,858,858) |
Adjustments to reconcile net loss from operations to net cash used in operating activities | ||
Common stock issued for services and stock-based compensation | 25,110 | 591,663 |
Patent write-off | 111,850 | 0 |
Equity in loss from joint venture | 0 | 3,812,463 |
Changes in operating working capital items: | ||
Other receivable from joint venture | 400,000 | (540,155) |
Prepaid expenses and other current assets | (117,281) | (60,288) |
Accounts payable and accrued liabilities | 1,465,492 | 937,836 |
Net Cash Used in Operating Activities | (5,574,083) | (4,117,339) |
Investing Activities | ||
Investment in joint venture | 0 | (3,540,000) |
Patent costs | (138,692) | (148,432) |
Net Cash Used in Investing Activities | (138,692) | (3,688,432) |
Financing Activities | ||
Net proceeds from issuances of common stock and exercise of stock options | 5,164,685 | 3,750,454 |
Net Cash Provided by Financing Activities | 5,164,685 | 3,750,454 |
Net Decrease in Cash and Cash Equivalents | (548,090) | (4,055,317) |
Cash and Cash Equivalents, Beginning of Period | 17,958,989 | 24,637,295 |
Cash and Cash Equivalents, End of Period | 17,410,899 | 20,581,978 |
Cash paid during the period | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Non-Cash Financing Activities | ||
Accumulated preferred stock dividend | 548,637 | 522,205 |
Conversion of Series A convertible preferred stock to common stock and payment of paid-in-kind dividends to Series A preferred stockholder | 38,071 | 91,635 |
Common stock issued for services | $ 17,000 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders Equity (Unaudited) - USD ($) | Total | Series A, Preferred Stock | Series B, Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2018 | 813,624 | 2,666,667 | 2,738,508 | |||
Balance, amount at Dec. 31, 2018 | $ 25,868,395 | $ 813 | $ 2,667 | $ 2,738 | $ 129,359,799 | $ (103,497,622) |
Shares issued - registered offerings - net of offering costs, shares | 273,936 | |||||
Shares issued - registered offerings - net of offering costs, amount | 1,986,485 | $ 0 | $ 0 | $ 274 | 1,986,211 | 0 |
Stock-based compensation | 335,013 | 0 | 0 | 0 | 335,013 | 0 |
Net loss | (3,110,527) | $ 0 | $ 0 | $ 0 | 0 | (3,110,527) |
Balance, shares at Mar. 31, 2019 | 813,624 | 2,666,667 | 3,012,444 | |||
Balance, amount at Mar. 31, 2019 | 25,079,366 | $ 813 | $ 2,667 | $ 3,012 | 131,681,023 | (106,608,149) |
Balance, shares at Dec. 31, 2018 | 813,624 | 2,666,667 | 2,738,508 | |||
Balance, amount at Dec. 31, 2018 | 25,868,395 | $ 813 | $ 2,667 | $ 2,738 | 129,359,799 | (103,497,622) |
Net loss | (8,858,858) | |||||
Balance, shares at Sep. 30, 2019 | 785,877 | 2,666,667 | 3,249,353 | |||
Balance, amount at Sep. 30, 2019 | 21,351,654 | $ 785 | $ 2,667 | $ 3,249 | 133,701,433 | (112,356,480) |
Balance, shares at Dec. 31, 2018 | 813,624 | 2,666,667 | 2,738,508 | |||
Balance, amount at Dec. 31, 2018 | 25,868,395 | $ 813 | $ 2,667 | $ 2,738 | 129,359,799 | (103,497,622) |
Balance, shares at Dec. 31, 2019 | 757,770 | 2,666,667 | 3,252,371 | |||
Balance, amount at Dec. 31, 2019 | 19,854,545 | $ 757 | $ 2,667 | $ 3,252 | 133,932,615 | (114,084,746) |
Balance, shares at Mar. 31, 2019 | 813,624 | 2,666,667 | 3,012,444 | |||
Balance, amount at Mar. 31, 2019 | 25,079,366 | $ 813 | $ 2,667 | $ 3,012 | 131,681,023 | (106,608,149) |
Shares issued - registered offerings - net of offering costs, shares | 118,600 | |||||
Shares issued - registered offerings - net of offering costs, amount | 929,914 | $ 0 | $ 0 | $ 119 | 929,795 | 0 |
Stock-based compensation | 237,272 | 0 | 0 | 0 | 237,272 | 0 |
Net loss | (3,306,917) | $ 0 | $ 0 | $ 0 | 0 | (3,306,917) |
Conversion of 27,747 Preferred Shares to 2,782 common shares, shares | (27,747) | 2,782 | ||||
Conversion of 27,747 Preferred Shares to 2,782 common shares, amount | 0 | $ (28) | $ 0 | $ 3 | 25 | 0 |
Balance, shares at Jun. 30, 2019 | 785,877 | 2,666,667 | 3,133,826 | |||
Balance, amount at Jun. 30, 2019 | 22,939,635 | $ 785 | $ 2,667 | $ 3,134 | 132,848,116 | (109,915,066) |
Shares issued - registered offerings - net of offering costs, shares | 115,527 | |||||
Shares issued - registered offerings - net of offering costs, amount | 834,055 | $ 0 | $ 0 | $ 115 | 833,940 | 0 |
Stock-based compensation | 19,378 | 0 | 0 | 0 | 19,378 | 0 |
Net loss | (2,441,414) | $ 0 | $ 0 | $ 0 | 0 | (2,441,414) |
Balance, shares at Sep. 30, 2019 | 785,877 | 2,666,667 | 3,249,353 | |||
Balance, amount at Sep. 30, 2019 | 21,351,654 | $ 785 | $ 2,667 | $ 3,249 | 133,701,433 | (112,356,480) |
Balance, shares at Dec. 31, 2019 | 757,770 | 2,666,667 | 3,252,371 | |||
Balance, amount at Dec. 31, 2019 | 19,854,545 | $ 757 | $ 2,667 | $ 3,252 | 133,932,615 | (114,084,746) |
Shares issued - registered offerings - net of offering costs, shares | 110,053 | |||||
Shares issued - registered offerings - net of offering costs, amount | 399,675 | $ 0 | $ 0 | $ 111 | 399,564 | 0 |
Stock-based compensation | 6,085 | 0 | 0 | 0 | 6,085 | 0 |
Net loss | (2,264,086) | $ 0 | $ 0 | $ 0 | 0 | (2,264,086) |
Conversion of 11,875 preferred shares to 1,255 common shares, shares | (11,875) | 1,255 | ||||
Conversion of 11,875 preferred shares to 1,255 common shares, amount | 0 | $ (12) | $ 0 | $ 1 | 11 | 0 |
Balance, shares at Mar. 31, 2020 | 745,895 | 2,666,667 | 3,363,679 | |||
Balance, amount at Mar. 31, 2020 | 17,996,219 | $ 745 | $ 2,667 | $ 3,364 | 134,338,275 | (116,348,832) |
Balance, shares at Dec. 31, 2019 | 757,770 | 2,666,667 | 3,252,371 | |||
Balance, amount at Dec. 31, 2019 | 19,854,545 | $ 757 | $ 2,667 | $ 3,252 | 133,932,615 | (114,084,746) |
Net loss | (7,459,254) | |||||
Balance, shares at Sep. 30, 2020 | 712,126 | 2,666,667 | 4,416,961 | |||
Balance, amount at Sep. 30, 2020 | 17,585,086 | $ 712 | $ 2,667 | $ 4,417 | 139,121,290 | (121,544,000) |
Balance, shares at Mar. 31, 2020 | 745,895 | 2,666,667 | 3,363,679 | |||
Balance, amount at Mar. 31, 2020 | 17,996,219 | $ 745 | $ 2,667 | $ 3,364 | 134,338,275 | (116,348,832) |
Shares issued - registered offerings - net of offering costs, shares | 437,341 | |||||
Shares issued - registered offerings - net of offering costs, amount | 2,278,322 | $ 0 | $ 0 | $ 437 | 2,277,885 | 0 |
Stock-based compensation | 6,085 | 0 | 0 | 0 | 6,085 | 0 |
Net loss | (2,132,106) | $ 0 | $ 0 | $ 0 | 0 | (2,132,106) |
Conversion of 17,080 preferred shares to 1,847 common shares, shares | (17,080) | 1,847 | ||||
Conversion of 17,080 preferred shares to 1,847 common shares, amount | 0 | $ (17) | $ 0 | $ 2 | 15 | 0 |
Exercise of 6,548 options at $3.82 each, shares | 6,548 | |||||
Exercise of 6,548 options at $3.82 each, amount | 25,013 | $ 0 | $ 0 | $ 6 | 25,007 | 0 |
Balance, shares at Jun. 30, 2020 | 728,815 | 2,666,667 | 3,809,415 | |||
Balance, amount at Jun. 30, 2020 | 18,173,533 | $ 728 | $ 2,667 | $ 3,809 | 136,647,267 | (118,480,938) |
Shares issued - registered offerings - net of offering costs, shares | 601,700 | |||||
Shares issued - registered offerings - net of offering costs, amount | 2,461,675 | $ 0 | $ 0 | $ 602 | 2,461,073 | 0 |
Net loss | (3,063,062) | $ 0 | $ 0 | $ 0 | 0 | (3,063,062) |
Conversion of 16,689 preferred shares to 1,846 common shares, shares | (16,689) | 1,846 | ||||
Conversion of 16,689 preferred shares to 1,846 common shares, amount | 0 | $ (16) | $ 0 | $ 2 | 14 | 0 |
Common stock issued to consultant for services, shares | 4,000 | |||||
Common stock issued to consultant for services, amount | 17,000 | $ 0 | $ 0 | $ 4 | 16,996 | 0 |
Reverse of stock-based compensation for forfeited stock options | (4,060) | $ 0 | $ 0 | $ 0 | (4,060) | 0 |
Balance, shares at Sep. 30, 2020 | 712,126 | 2,666,667 | 4,416,961 | |||
Balance, amount at Sep. 30, 2020 | $ 17,585,086 | $ 712 | $ 2,667 | $ 4,417 | $ 139,121,290 | $ (121,544,000) |
Basis of Presentation Summary o
Basis of Presentation Summary of Significant Accounting Policies and Nature of Operations | 9 Months Ended |
Sep. 30, 2020 | |
Basis of Presentation Summary of Significant Accounting Policies and Nature of Operations | |
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 Company’s 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, 2019, included in our Annual Report on Form 10-K for the year ended December 31, 2019. 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 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 condensed consolidated financial statements. The Company was formed on October 6, 2006, when Thorium Power, Ltd., which was incorporated in the state of Nevada on February 2, 1999, merged with Thorium Power, Inc. (“TPI”), which was incorporated in the state of Delaware on January 8, 1992. On September 29, 2009, the Company changed its name from Thorium Power, Ltd. to Lightbridge Corporation and began its focus on developing and commercializing metallic nuclear fuels. The Company is a nuclear fuel technology company developing and commercializing next generation nuclear fuel technology. Going Concern, Liquidity and Management’s Plan The Company currently believes the combination of cash on hand at September 30, 2020 and management’s reduction in budgeted operating expenses for 2020, will be sufficient to allow the Company to meet its obligations, as they become due in the ordinary course of business, for at least 12 months following the date of this filing. While the Company’s cash at September 30, 2020 exceeds its currently budgeted expenditures through the third quarter of 2021, there are inherent uncertainties in forecasting future expenditures, especially forecasting for a significantly revised level of operations and with uncertainties such as to how COVID-19 may affect costs and operations. Accordingly, the potential for budget variances in the projection of the Company’s planned operations, plus any additional expenditures that may result from unexpected developments, such as additional expenditures that might result from additional legal costs and unexpected fees relating to ongoing legal matters (see Note 5). Taking into account these uncertainties, it raises substantial doubt about the Company’s ability to continue as a going concern for the 12 months following the date of this filing. To the extent these recent cost-cutting measures do not provide sufficient liquidity for the next 12 months, the Company will consider additional equity raises and delaying certain expenditures, including research and development expenses, until sufficient capital becomes available. At September 30, 2020, the Company had approximately $17.4 million in cash and had a working capital surplus of approximately $15.8 million. The Company’s net cash used in operating activities during the nine months ended September 30, 2020 was approximately $5.6 million, and current projections indicate that the Company will have continued negative cash flows until the commercialization of its nuclear fuel. Net losses incurred for the nine months ended September 30, 2020 and 2019 amounted to approximately $7.5 million and $8.9 million, respectively. As of September 30, 2020, the Company has an accumulated deficit of approximately $121.5 million, representative of recurring losses since inception. The Company has incurred recurring losses since inception because it is a development stage nuclear fuel development company. The Company expects to continue to incur losses due to future costs and expenses related to the Company’s research and development expenses and general and administrative expenses. The Company also may consider other plans to fund operations including: (1) raising additional capital through equity issuances or debt financings; (2) additional funding through new relationships to help fund future research and development costs; and (3) other sources of capital. The Company may issue securities, including common stock, preferred stock, and stock purchase contracts through private placement transactions or registered public offerings, pursuant to its registration statement on Form S-3 filed with the SEC on March 15, 2018 and declared effective on March 23, 2018. There can be no assurance as to the availability or terms upon which financing and capital might be available. The Company’s future liquidity needs, and ability to address those needs, will largely be determined by the success of the development of its nuclear fuel, key nuclear development and regulatory events, and its business decisions in the future. Equity Method Investment – Enfission, LLC - Joint Venture with Framatome Inc. In January 2018, Lightbridge and Framatome Inc., a subsidiary of Framatome SAS (formerly part of AREVA SAS) (collectively “Framatome”), finalized and launched Enfission, LLC (“Enfission”), a 50-50 joint venture company, to develop, license, and sell nuclear fuel assemblies based on Lightbridge-designed metallic fuel technology and other advanced nuclear fuel intellectual property. Lightbridge and Framatome began joint fuel development and regulatory licensing work under previously signed agreements initiated in March 2016. The joint venture, Enfission, is a Delaware-based limited liability company that was formed on January 24, 2018. Management determined that its investment in Enfission be accounted for under the equity method of accounting. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations; however, the Company’s share of the losses of the investee company is reported in the “Equity in loss from joint venture” line item in the condensed consolidated statements of operations, and the Company’s carrying value in an equity method investee company is reported in the “Investment in joint venture” or “Investee losses in excess of investment” line item in the condensed consolidated balance sheets. The Company allocates income or loss utilizing the hypothetical liquidation book value (“HLBV”) method, based on the change in each JV member’s claim on the net assets of the JV under the JV’s operating agreement at period end after adjusting for any distributions or contributions made during such period. The Company uses this method because of the difference between the distribution rights and priorities set forth in the Enfission operating agreement and what is reflected by the underlying percentage ownership interests of the joint venture. The Company evaluates on a quarterly basis whether our investment accounted for under the equity method of accounting has an other than temporary impairment (“OTTI”). An OTTI occurs when the estimated fair value of an investment is below the carrying value and the difference is determined not likely to be recoverable. This evaluation requires significant judgment regarding, but not limited to, the severity and duration of the impairment; the ability and intent to hold the security until recovery; financial condition, liquidity, and near-term prospects of the issuer; specific events; and other factors. Enfission was inactive as of September 30, 2020 and December 31, 2019. No amounts related to the equity method investment in Enfission have been recorded on the condensed consolidated balance sheets or the condensed consolidated statements of operations for the three and nine months ended September 30, 2020. Basis of Consolidation These condensed consolidated financial statements include the accounts of Lightbridge, a Nevada corporation, and the Company’s wholly-owned subsidiaries, TPI, a Delaware corporation, and Lightbridge International Holding LLC, a Delaware limited liability company. These wholly-owned subsidiaries are inactive. All significant intercompany transactions and balances have been eliminated in consolidation. The Company owns a 50% interest in Enfission, accounted for using the equity method of accounting (see Note 3, Investment in Joint Venture (Investee Losses in Excess of Investment). Investment in Joint Venture (Investee Losses in Excess of Investment). Enfission is deemed to be a variable interest entity (“VIE”) under the VIE model of consolidation because it does not have sufficient funds to finance its operations. The Company has determined that it is not the primary beneficiary of the VIE since it does not have the power to direct the activities that most significantly impact the VIE’s performance. In determining whether the Company is the primary beneficiary and whether it has the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, the Company evaluates all its economic interests in the entity, regardless of form. This evaluation considers all relevant factors of the entity’s structure including the entity’s capital structure, contractual rights to earnings (losses) as well as other contractual arrangements that have potential to be economically significant. The Company is not the primary beneficiary since the major decision making for all significant economic activities require the approval of both the Company and Framatome. The significant economic activities identified were financing activities, research and development activities, licensing activities, manufacturing of fuel assembly product activities, and marketing and sales activities. The evaluation of each of these factors in reaching a conclusion about the potential significance of our economic interests and control is a matter that requires the exercise of management judgment. Certain Risks, Uncertainties and Concentrations The Company is an early stage company and will need additional funding by way of strategic alliances, government grants, further offerings of equity securities, an offering of debt securities, or a financing through a bank in order to support the remaining research and development activities required to further enhance and complete the development of its fuel products to a commercial stage. The Company participates in a government-regulated industry. Our operating results are affected by a wide variety of factors including decreases in the use or public favor of nuclear power, the ability of our technology to safeguard the production of nuclear power, the ability to receive the required approval from the nuclear regulatory commission for utilities to use our fuel and our ability to safeguard our patents and intellectual property from competitors. Due to these factors, the Company may experience substantial period-to-period fluctuations in our future operating results. Potentially, a loss of key officer, key management, and other personnel could impair our ability to successfully execute our business strategy, particularly when these individuals have acquired specialized knowledge and skills with respect to nuclear power and our operations. Our future operations and earnings may depend on the results of the Company’s operations outside the United States, including some of its research and development activities. There can be no assurance that the Company will be able to successfully continue to conduct such operations, and a failure to do so would have a material adverse effect on the Company’s research and development activities, financial position, results of operations, and cash flows. Also, the success of the Company’s operations will be subject to other numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, competition, changes in government regulations and support for nuclear power, changes in accounting and taxation standards, inability to achieve overall long-term goals, future impairment charges, and global or regional catastrophic events. The Company may be subject to various additional political, economic, and other uncertainties. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risk to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak a pandemic, based on increase in exposure globally. The current spread of COVID-19 that is impacting global economic activity and market conditions could lead to adverse changes in our ability to conduct research and development activities with the United States national labs and others. The recent COVID-19 pandemic has impacted our business operations and results of operations for the first nine months of 2020, resulting in the reduction of our research and development expenses and increase in our general and administrative expenses due to severance payments to our former employees. While we continue to monitor the impact of COVID-19 on our business, we are unable to accurately predict the ultimate impact on our results of operations, financial condition and liquidity that COVID-19 will have due to various uncertainties, including the geographic spread of the virus, the severity of the disease, the duration of the outbreak, and actions that may be taken by governmental authorities and other third-parties. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payment, net operating loss carryback period, alternative minimum tax credit refund, modification to the net interest deduction limitation, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation method for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. Management decided not to apply for these funds. We continue to examine the impact that the CARES Act may have on our results of operations, financial condition and liquidity. Cash and Cash Equivalents The Company may at times invest its excess cash in interest bearing accounts and US Treasury Bills. It classifies all highly liquid investments with original stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months as marketable securities. The Company holds cash balances in excess of the federally insured limits of $250,000. It deems this credit risk not to be significant as cash is held by two prominent financial institutions in 2020 and 2019. The Company buys and holds short-term US Treasury Bills from Treasury Direct to maturity. US Treasury Bills totaled approximately $13.0 million and $9.0 million at September 30, 2020 and December 31, 2019, respectively. The remaining $4.4 million and $9.0 million at September 30, 2020 and December 31, 2019, respectively, are on deposit with one notable financial institution. Total cash and cash equivalents held, as reported on the accompanying condensed consolidated balance sheets, totaled approximately $17.4 million and $18.0 million at September 30, 2020 and December 31, 2019, respectively. Grant Income The Company has concluded that its government grant is not within the scope of ASC Topic 606 as it does not meet the definition of a contract with a customer. Additionally, the Company has concluded that the grant meets the definition of a contribution and are non-reciprocal transactions, and has also determined that Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition does not apply, as the Company is a business entity and the grant is with governmental agencies. In the absence of applicable guidance under US GAAP, the Company management has developed a policy to recognize grant income at the time the related costs are incurred and the right to payment is realized. The Company believes this policy is consistent with the overarching premise in ASC Topic 606, to ensure that revenue recognition reflects the transfer of promised goods or services to customers in an amount that reflects the consideration that we expect to be entitled to in exchange for those goods or services, even though there is no exchange as defined in ASC Topic 606. Additionally, the Company has determined that the recognition of grant income as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under ASC Topic 606. Further, the Company believes that showing grant income on a gross method, with the grant income shown as other operating income and the related costs as a charge to research and development expense, rather than depicting the grant income as a reduction of research and development expense, is a more meaningful presentation. The Company recognized grant income of approximately $30,000 for the three and nine months ended September 30, 2020. There was no grant income recognized in 2019. Recently Adopted Accounting Pronouncements Intangibles, Goodwill and Other Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement — ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The amendments in the ASU have various transition requirements. Recent Accounting Pronouncements – To Be Adopted The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its condensed consolidated financial statements and related footnote disclosures. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Net Loss Per Share | |
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 and convertible preferred shares (see Note 7, Stockholders’ Equity and Stock-Based Compensation). The dilutive effect of outstanding stock options, warrants and convertible preferred shares is not reflected in diluted earnings per share because the Company incurred net losses for the three months and nine months ended September 30, 2020 and 2019, and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive, therefore not included in the calculations. |
Investment in Joint Venture (In
Investment in Joint Venture (Investee Losses in Excess of Investment) | 9 Months Ended |
Sep. 30, 2020 | |
Investment in Joint Venture (Investee Losses in Excess of Investment) | |
Note 3. Investment in Joint Venture (Investee Losses in Excess of Investment) | Current Status of the Joint Venture - Inactive Pursuant to the Enfission operating agreement, both partners agreed that Enfission would serve as the vehicle to develop, license, and sell nuclear fuel assemblies based on Company-designed metallic fuel technology and other advanced nuclear fuel intellectual property licensed to Enfission by both the Company and Framatome or their affiliates. The joint venture built upon the joint fuel development and regulatory licensing work under previously signed agreements initiated in March 2016. On November 18, 2019, the Company delivered to the Board of Directors of Enfission a notice of termination of the R&D Services Agreement, dated November 14, 2017, by and among Framatome, Enfission and the Company (as amended by Amendment Number One, dated January 25, 2018, and Amendment Number Two, dated June 20, 2018, the “RDSA”), which, among other things, defined the terms and conditions for joint research and development activities among Framatome, Enfission, and the Company. The notice terminated the RDSA, effective immediately. On November 23, 2019, in connection with the termination of the RDSA, the Board of Directors and the management of Lightbridge determined that it is advisable and in the best interest of the Company and its shareholders to take the necessary steps to dissolve Enfission. Various corporate and operational matters relating to Enfission are governed pursuant to the Enfission operating agreement. Although Enfission’s Board of Directors has not approved a formal dissolution plan as of the date of this filing, Enfission was inactive as of December 31, 2019 and during the nine months ended September 30, 2020 and through the date of this filing. Equity method The Enfission operating agreement provided that Lightbridge and Framatome each hold 50% of the total issued Class A voting membership units of the joint venture. The Company’s equity in losses are accounted for under the equity method consisted of the following as of September 30, 2020 and December 31, 2019 (rounded in millions): September 30, December 31, 2020 2019 Enfission, LLC Ownership Interest 50 % 50 % Carrying Amount Total contributions $ 9.2 $ 9.2 Less: Share of the loss in investment in Enfission (9.2 ) (9.2 ) Equity balance $ — $ — The Company invested approximately $9.2 million in Enfission and Framatome invested approximately $2.9 million of equity for the period from January 24, 2018 (date of inception of Enfission) to September 30, 2020. There were no contributions made to Enfission for the nine months ended September 30, 2020. The cash balance in Enfission at September 30, 2020 was approximately $0.2 million. During the nine months ended September 30, 2020, Enfission incurred a loss of approximately $0.1 million, and in accordance with the provisions in the joint venture operating agreement, the Company did not record its share of the loss in investment in Enfission for the three and nine months ended September 30, 2020. As of September 30, 2020 and December 31, 2019, the Company’s total equity share of the joint venture accumulated losses is limited to the total equity contributions Lightbridge made since January 24, 2018 according to the Enfission joint venture operating agreement. The joint venture operating agreement states that at no time during the term of the company or upon dissolution or liquidation of the company shall a member with a deficit balance in its capital account have any obligation to Enfission or to the other members of Enfission to restore such deficit capital balance, to the fullest extent permitted by applicable law and to the provisions of the joint venture operating agreement. The Company had not separately guaranteed any obligations of Enfission. The Company does not expect to provide additional equity contributions in 2020 nor for the foreseeable future until Enfission is dissolved. Summarized balance sheet information for the Company’s equity method investee Enfission as of September 30, 2020 and December 31, 2019 is presented in the following table (rounded in millions): September 30, 2020 December 31, 2019 Assets Cash $ 0.2 $ 1.0 Other current assets — — Total assets $ 0.2 $ 1.0 Liabilities and equity Total liabilities $ 1.3 $ 2.1 Equity (Deficit) (1.1 ) (1.1 ) Total liabilities and equity $ 0.2 $ 1.0 Summarized statement of operations information for the Company’s equity method investee Enfission is presented in the following table for the nine months ended September 30, 2020 and 2019 (rounded in millions): For the Nine Months Ended September 30, 2020 2019 Revenue $ — $ — Research and development costs — 4.4 Administrative expenses 0.1 1.0 Total Operating Loss $ 0.1 $ 5.4 Loss from operations $ 0.1 $ 5.4 Net loss $ 0.1 $ 5.4 As of September 30, 2020 and December 31, 2019, the total receivable due from Enfission was approximately $0 and $0.4 million, respectively, which represents management and administrative services, consulting fees and reimbursable expenses Lightbridge charged to Enfission in 2019 (see Note 8, Related Party Transactions). Lightbridge did not bill any management and administrative services, consulting fees or other services to Enfission for the three months and nine months ended September 30, 2020, as Enfission was inactive during these reporting periods. Disputed Invoices Included in the total liabilities of Enfission of $1.3 million at September 30, 2020 and $2.1 million at December 31, 2019, are disputed invoices totalling $1.3 million for research and development work submitted by Framatome in 2019. These invoices have been disputed by the Company and remain unpaid as of the date of this filing. There are various disagreements between Framatome and Lightbridge regarding these disputed Framatome invoices. It is expected that these disputes will be resolved through either further negotiation by the joint venture partners or in arbitration. The Company had not separately guaranteed any obligations of Enfission at September 30, 2020 and December 31, 2019 and does not believe that it is obligated under the joint venture operating agreement to fund its deficit capital account balance to pay any current or future liabilities incurred and owed by Enfission. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Accounts Payable and Accrued Liabilities | |
Note 4. Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses consisted of the following (rounded in millions): September 30, December 31, 2020 2019 Trade payables $ 0.1 $ 0.3 Accrued bonuses 0.7 — Accrued expenses 1.0 0.1 Total $ 1.8 $ 0.4 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies | |
Note 5. Commitments and Contingencies | Commitments Operating Leases The Company leases office space for a 12-month term with a monthly payment of approximately $15,000 per month for office rent. The term of the lease was renewed on January 1, 2020 and extends through December 31, 2020. The future minimum lease payments required under the non-cancellable operating leases at September 30, 2020 total approximately $45,000. Contingencies Litigation A former Chief Financial Officer of the Company filed a complaint against the Company with the US Occupational Safety and Health Administration (“OSHA”) on March 9, 2015. This complaint was dismissed by OSHA in January 2018 without any findings against the Company. On March 14, 2018 an appeal was filed. The Company has and will continue to vigorously defend this appeal and believes that this appeal hearing will not result in any findings against the Company. On September 6, 2019, the Company filed a motion for summary decision seeking a decision in its favor as a matter of law. This motion for summary decision was denied on September 30, 2020. As of September 30, 2020 and December 31, 2019, legal fees of approximately $2,300 and $6,000 were owed, respectively, and are expected to be paid in full by the Company’s insurance carriers. Filing of Arbitration On November 18, 2019, the Company delivered a notice of termination of the RDSA to Framatome, thereby terminating the RDSA, based on the Company’s assertion that Framatome materially breached certain material terms of the RDSA, relating to its invoicing obligations, as well as a failure of the escalation process under the RDSA to agree to a budget commitment for 2019-2020. Framatome has contested the Company’s right to terminate the RDSA, raised questions as to the Company’s rights relating to their co-owned intellectual property and the Company’s right to conduct certain research and development activities, and reserved its right to seek compensation from the Company. On this basis and based on the Company’s assertion that the conduct of Framatome prevented Enfission from functioning and progressing towards its goals, on February 7, 2020, the Company has filed a request for arbitration (the “Arbitration Request”) in the International Court of Arbitration of the International Chamber of Commerce against Framatome. The Company has undertaken this action in order to obtain, inter alia, a declaration that the RDSA was validly terminated and is no longer in force, and to obtain compensation for the damages incurred. Following the termination of the RDSA and the subsequent filing of the Arbitration Request, Lightbridge has reduced its research and development activities as it is no longer conducting research and development activities with Framatome and Enfission. On April 3, 2020, Framatome submitted its answer to the Arbitration Request, disputing the Company’s claims, setting out its own counterclaims against the Company and its request for relief sought from the International Court of Arbitration. The Company believes it has meritorious claims in the arbitration and intends to pursue its interests vigorously. We have incurred and will continue to incur material legal fees associated with our ongoing arbitration. In making a determination regarding accruals, using available information, we evaluate the likelihood of an unfavorable outcome in legal or regulatory proceedings to which we are a party and record a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. These subjective determinations are based on the status of such legal or regulatory proceedings, the merits of our defenses, and consultation with legal counsel. Actual outcomes of these legal and regulatory proceedings may materially differ from our current estimates. It is possible that resolution of any legal matters currently pending or threatened could result in losses material to our consolidated results of operations, liquidity, or financial condition. The estimated liability that is probable may be adjusted at each reporting period until it is finally settled. As of the date of this filing, it has been determined not to be probable that a liability has been incurred and that the amount of loss can be reasonably estimated. |
Research and Development Costs
Research and Development Costs | 9 Months Ended |
Sep. 30, 2020 | |
Research and Development Costs | |
Note 6. Research and Development Costs | Lightbridge’s total corporate research and development costs, included in the caption research and development expenses in the accompanying condensed consolidated statement of operations, amounted to approximately $0.3 million and $0.8 million for the three months ended September 30, 2020 and 2019, respectively, and $0.8 million and $2.2 million for the nine months ended September 30, 2020 and 2019, respectively. See Note 8, Related Party Transactions, regarding consulting fees charged to Enfission for research and development expenses incurred by Lightbridge on behalf of Enfission in 2019. On December 19, 2019 the Company was awarded a voucher from the U.S. Department of Energy’s (DOE) Gateway for Accelerated Innovation in Nuclear (GAIN) program to support development of Lightbridge Fuel™ in collaboration with Idaho National Laboratory (INL). The scope of the project includes experiment design for irradiation of Lightbridge metallic fuel material samples in the Advanced Test Reactor (ATR) at INL. On April 22, 2020, the Company entered into a Cooperative Research and Development Agreement (CRADA) with Battelle Energy Alliance, LLC, the operating contractor of INL, in collaboration with DOE. Signing the CRADA was the last step in the contracting process to formalize a voucher award from the GAIN program. The project has commenced in the second quarter of 2020. The total project value is approximately $846,000, with three-quarters of this amount funded by DOE for the scope performed by INL and the remaining amount funded by Lightbridge, by providing in-kind services to the project. For the three and nine months ended September 30, 2020 approximately $30,000 of work was completed by INL that caused the DOE to incur payment obligations related to the GAIN voucher. This amount was recorded as grant income in other operating income (loss) line item of the condensed consolidated statement of operations and the corresponding amount as research and development expenses. No work was completed by INL for the three and nine months ended September 30, 2019. |
Stockholders Equity and StockBa
Stockholders Equity and StockBased Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders Equity and StockBased Compensation | |
Note 7. Stockholders' Equity and Stock-Based Compensation | At September 30, 2020, the Company had 4,416,961 common shares outstanding. Also outstanding were warrants relating to 70,361 shares of common stock, stock options relating to 515,985 shares of common stock, 712,126 shares of Series A convertible preferred stock convertible into 59,344 shares of common stock (plus dividends of $657,299 relating to an additional 19,954 common shares), and 2,666,667 shares of Series B convertible preferred stock convertible into 222,222 shares of common stock (plus accrued dividends of $813,285, relating to an additional 45,182 common shares), all totaling 5,350,009 shares of common stock and all common stock equivalents, including accrued preferred stock dividends, outstanding at September 30, 2020. At December 31, 2019, the Company had 3,252,371 common shares outstanding. Also outstanding were warrants relating to 70,361 shares of common stock, stock options relating to 518,551 shares of common stock, 757,770 shares of Series A convertible preferred stock convertible into 63,148 shares of common stock (plus dividends of $556,390 relating to an additional 16,890 common shares), and 2,666,667 shares of Series B convertible preferred stock convertible into 222,222 shares of common stock (plus accrued dividends of $569,181, relating to an additional 31,621 common shares), all totaling 4,175,164 shares of common stock and all common stock equivalents, including accrued preferred stock dividends, outstanding at December 31, 2019. Common Stock Equity Offerings ATM Offerings On May 28, 2019, the Company entered into an at-the-market equity offering sales agreement (“2019 ATM”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”), pursuant to which the Company may issue and sell shares of its common stock from time to time through Stifel as the Company’s sales agent. Sales of the Company’s common stock through Stifel, if any, will be made by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-223674) filed on March 15, 2018 and declared effective March 23, 2018. 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. See Note 9, Subsequent Events, for additional information on the filing of a prospectus supplement and the increase in the aggregate amount that may be issued and sold under the 2019 ATM. On March 30, 2018, the Company entered into an at-the-market issuance sales agreement with B. Riley FBR, Inc. (“B. Riley”) that superseded the prior at-the-market agreement with B. Riley (collectively, the “2018 ATM”), pursuant to which the Company could issue and sell shares of its common stock from time to time through B. Riley as the Company’s sales agent. Effective March 29, 2019, the Company and B. Riley terminated the 2018 ATM agreement. The Company sold 0.6 million shares and 1.1 million shares under the 2019 ATM during the three and nine months ended September 30, 2020, respectively. Net proceeds received from the ATM sales during the three and nine months ended September 30, 2020 were approximately $2.5 million and $5.1 million, respectively. The Company records its ATM sales on a settlement date basis. A total of 109,500 shares sold on September 29 and September 30, 2020, for total gross proceeds of $476,000, were recorded with settlement dates in the first week in October 2020. See Note 9, Subsequent Events, for additional information on ATM sales made after September 30, 2020. The Company sold 115,527 shares and 508,063 shares under the 2019 ATM and the 2018 ATM during the three and nine months ended September 30, 2019, respectively. Net proceeds received from the ATM sales during the three and nine months ended September 30, 2019 were approximately $0.8 million and $3.8 million, respectively. The Company records its ATM sales on a settlement date basis. Preferred Stock Equity Offerings Series B Preferred Stock - Securities Purchase Agreement On January 30, 2018, the Company issued 2,666,667 shares of newly created Non-Voting Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and associated warrants to purchase up to 55,555 shares of the Company’s common stock to the several purchasers for approximately $4.0 million or approximately $1.50 per share of Series B Preferred Stock and associated warrant. Dividends accrue on the Series B Preferred Stock at the rate of 7% per year and will be paid in-kind through an increase in the liquidation preference per share. The liquidation preference, initially $1.50 per share of Series B Preferred Stock, is the base that is also used to determine the number of common shares into which the Series B Preferred Stock will convert as well as the calculation of the 7% dividend. Each share of Series B Preferred Stock is convertible at the option of the holder into such number of shares of the Company’s common stock equal to the liquidation preference divided by the conversion price of $18 per share subject to adjustments in the case of stock splits and stock dividends. Holders of the Series B Preferred Stock are also entitled to participating dividends whenever dividends in cash, securities (other than shares of the Company’s common stock paid on shares of common stock) or property are paid on common shares or shares of Series A Preferred Stock. The amount of the dividends will equal the amount to which the holder would be entitled if all shares of Series B Preferred Stock had been converted to common stock immediately prior to the record date. The warrants had a per share of common stock exercise price of $22.50. The warrants were exercisable upon issuance and expired six months after issuance on July 30, 2018. Warrants were also issued to the investment bank who introduced these investors, which were subsequently transferred to the principal of the investment bank, entitling the holder to purchase 11,119 common shares in the Company at an exercise price of $18 per share, up to and including January 30, 2021. On February 6, 2017 the Company entered into an agreement with this investment bank. The agreement calls for monthly retainer payments of $15,000, which are credited against any transaction introductory fee earned by the investment bank. This agreement calls for a 7% transaction introductory fee and warrants equal to 5% of the total transaction amount, at a strike price equal to the offering price for a three-year term. The holders of the Series B Preferred Stock have no voting rights. In addition, as long as the shares of Series B 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 B Preferred Stock. The Company has the option at any time after August 2, 2019 to redeem some or all of the outstanding Series B Preferred Stock for an amount in cash equal to the liquidation preference plus the amount of any accrued but unpaid dividends of the Series B Preferred Stock being redeemed. The holders of the Series B Preferred Stock do not have the ability to require the Company to redeem the Series B Preferred Stock. The Company has not redeemed any of the outstanding Series B Preferred Stock during the nine months ended September 30, 2020 and 2019 and from the date of issuance. The Company has the option of forcing the conversion of all or part of the Series B Preferred Stock if at any time the average closing price of the Company’s common stock for a thirty-trading day period is greater than $65.88 prior to August 2, 2019 or greater than $98.82 at any time. The Company can exercise this option only if it also requires the conversion of the Series A Preferred Stock in the same proportion as it is requiring of the Series B Preferred Stock. The Company did not force the conversion of any of the outstanding Series B Preferred Stock during the nine months ended September 30, 2020 and 2019 and from the date of issuance. Of the $4.0 million proceeds, approximately $0.3 million was allocated to the warrants with the remaining $3.7 million allocated to the Series B Preferred Stock. The Series B Preferred Stock was initially convertible into 2,666,667 shares of common stock (now convertible into 222,222 shares of common stock when adjusted for the one-for-twelve reverse stock split on October 21, 2019). The average of the high and low market prices of the common stock on January 30, 2018, the date of the closing of the sale of the Series B Preferred Stock, was approximately $28.08 per share. At $28.08 per share the common stock into which the Series B Preferred Stock was initially convertible was valued at approximately $6.2 million. This amount was compared to the $3.7 million (rounded) of proceeds allocated to the Series B Preferred Stock to indicate that a beneficial conversion feature (“BCF”) of approximately $2.6 million existed at the date of issuance, which was immediately accreted as a deemed dividend because the conversion rights were immediately effective. Additionally, comparison of the original $1.50 conversion price prior to the one-for-twelve reverse stock split on October 21, 2019 of the PIK dividends to the $2.34 commitment date fair value per share on January 30, 2018 indicates that each PIK dividend will accrete $0.84 of BCF as an additional deemed dividend for every $1.50 of PIK dividend accrued. Total deemed dividends for this PIK dividend for the three months ended September 30, 2020 and 2019 were approximately $46,000 and $43,000, respectively and for the nine months ended September 30, 2020 and 2019 were approximately $137,000 and $128,000, respectively. The accumulated dividend (unpaid) at September 30, 2020 and December 31, 2019 was approximately $0.8 million and $0.6 million, respectively. The Series B Preferred Shares outstanding as of September 30, 2020 and December 31, 2019 was 2,666,667 shares with an aggregate liquidation preference of approximately $4.8 million and $4.6 million, including the accumulated dividends at September 30, 2020 and December 31, 2019, respectively. Series A Preferred Stock - Securities Purchase Agreement On August 2, 2016, the Company issued 1,020,000 shares of newly created Non-Voting Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to General International Holdings, Inc. 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 through an increase in the liquidation preference per share. The liquidation preference, initially $2.7451 per share of Series A Preferred Stock, is the base that is also used to determine the number of common shares into which the Series A Preferred Stock will convert as well as the calculation of the 7% dividend. Each share of Series A Preferred Stock is convertible at the option of the holder into such number of shares of the Company’s common stock equal to the liquidation preference divided by the conversion price of $32.94 per share subject to adjustments in the case of stock splits and stock dividends. Holders of the Series A Preferred Stock are also entitled to participating dividends whenever dividends in cash, securities (other than shares of the Company’s common stock) or property are paid on common shares. The amount of the dividends is the amount to which the holder would be entitled if all shares of Series A Preferred Stock had been converted to common stock immediately prior to the record date. The Company has the option of forcing the conversion of the Series A Preferred Stock if the trading price for the Company’s common stock is more than two times the applicable conversion price (approximately $32.94 per share) before August 2, 2019, or if the trading price is more than three times the applicable conversion price (approximately $49.41 per share) at any time. The Company has not redeemed any of the outstanding Series A Preferred Stock during the nine months ended September 30, 2020 and 2019 and from the date of issuance. The Series A Preferred Stock was initially convertible into 1,020,000 shares of common stock (now convertible into 85,000 common shares when adjusted for the one-for-twelve reverse stock split on October 21, 2019). The average of the high and low market prices of the common stock on August 6, 2016, the date of the closing of the sale of the Series A Preferred Stock, was approximately $39.78 per share. At $39.78 per share the common stock into which the Series A Preferred Stock was initially convertible was valued at approximately $3.4 million. This amount was compared to the $2.8 million of proceeds of the Series A Preferred Stock to indicate that a BCF of approximately $0.6 million existed at the date of issuance in 2016, which was immediately accreted as a deemed dividend because the conversion rights were immediately effective. Additionally, comparison of the $2.7451 original conversion price of the PIK dividends prior to the one-for-twelve reverse stock split on October 21, 2019, to the $3.315 commitment date fair value per share indicates that each PIK dividend will accrete $0.5699 of BCF as an additional deemed dividend for every $2.7451 of PIK dividend accrued. Total deemed dividends for this PIK dividend for each of the three months ended September 30, 2020 and 2019 were approximately $10,000 and for each of the nine months ended September 30, 2020 and 2019 were approximately $28,000. 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. On April 16, 2019, the holder of the Series A Preferred Shares converted 27,747 preferred shares into 2,782 common shares. On October 8, 2019, the holder of the Series A Preferred Shares converted 28,107 preferred shares into 2,922 common shares. On February 10, 2020, the holder of the Series A Preferred Shares converted 11,875 preferred shares into 1,255 common shares. On May 15, 2020, the holder of the Series A Preferred Shares converted 17,080 preferred shares into 1,847 common shares. On August 31, 2020, the holder of the Series A Preferred Shares converted 16,689 preferred shares into 1,846 common shares. As of September 30, 2020, there were 712,126 Series A Preferred Shares outstanding, with an aggregate liquidation preference of approximately $2.6 million, including accumulated dividends, while there were 757,770 Series A Preferred Shares outstanding as of December 31, 2019, with an aggregate liquidation preference of approximately $2.6 million, including accumulated dividends. Warrants The Company’s outstanding warrants at September 30, 2020 and December 31, 2019 are below. These warrants are classified within equity on the condensed consolidated balance sheets. September 30, December 31, Outstanding Warrants 2020 2019 Issued to Investors on October 25, 2013, entitling the holders to purchase 20,833 common shares in the Company at an exercise price of $138.00 per common share up to and including April 24, 2021. In 2016, the warrant holders agreed to new warrant terms, which excluded any potential net cash settlement provisions in exchange for a reduced exercise price of $75.00 per share. 13,665 13,665 Issued to Investors on November 17, 2014, entitling the holders to purchase 45,577 common shares in the Company at an exercise price of $138.60 per common share up to and including May 16, 2022. On June 30, 2016, the warrant holders agreed to new warrant terms, which excluded any potential net cash settlement provisions in order to classify them as equity in exchange for a reduced exercise price of $75.00 per share. 45,577 45,577 Issued to an investment bank and subsequently transferred to a principal of the investment bank regarding the Series B Preferred Stock investment on January 30, 2018, entitling the holder to purchase 11,119 common shares in the Company at an exercise price of $18.00 per share, up to and including January 30, 2021. 11,119 11,119 Total 70,361 70,361 Stock-based Compensation – Stock Options Adoption of 2020 Stock Plan On March 9, 2020, the Board of Directors adopted the Company’s 2020 Equity Incentive Plan (the “2020 Plan”). On September 3, 2020, the shareholders approved the 2020 Plan to authorize grants of the following types of awards (a) Options, (b) Stock Appreciation Rights, (c) Restricted Stock and Restricted Stock Units (“RSUs”), and (e) Other Stock-Based and Cash-Based Awards. The shares available for award under the 2020 plan authorized a total of 350,000 shares to be available for grant. See Note 9, Subsequent Events, for additional information on RSU equity grants made under the 2020 Plan after September 30, 2020. 2015 Equity Incentive Plan On March 25, 2015, the Compensation Committee and Board of Directors approved the Lightbridge Corporation 2015 Equity Incentive Plan (the “2015 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. The 2015 Plan initially authorized a total of 50,000 shares to be available for grant under the 2015 Plan, of which the amount was increased to 116,667 shares in May 2016, 241,667 shares in May 2017, and 525,000 shares in May 2018. Short-Term Non-Qualified Option Grants On December 2, 2019, the Compensation Committee of the Board granted 86,982 short-term incentive stock options and non-qualified stock options under the 2015 Plan to employees, consultants, and directors of the Company. All of these stock options vested immediately, with a strike price of $3.82, which was the closing price of the Company’s stock on December 2, 2019. These options have a 10-year contractual term, with a fair market value of approximately $2.59 per option with an expected term of 5 years. During the year ended December 31, 2019, the Company issued 4,247 stock options to a consultant. The Company issued 7,634 stock options to a consultant during the nine months ended September 30, 2020. Total stock options outstanding at September 30, 2020 and December 31, 2019 under the 2006 Stock Plan and 2015 Plan were 515,985 and 518,551, of which 466,259 and 433,678 of these options were vested at September 30, 2020 and December 31, 2019, respectively. The components of stock-based compensation expense (net of forfeitures of stock options) included in the Company’s condensed consolidated statements of operations for the three months and nine months ended September 30, 2020 and 2019 are as follows (rounded in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Research and development expenses — $ — — $ 284,000 General and administrative expenses $ (4,000 ) $ 20,000 $ 8,000 $ 308,000 Total stock-based compensation expense $ (4,000 ) $ 20,000 $ 8,000 $ 592,000 Stock option transactions to the employees, directors and consultants are summarized as follows for the nine months ended September 30, 2020: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the period – January 1, 2020 518,551 $ 21.99 $ 15.89 Granted 7,634 4.45 3.28 Exercised (6,548 ) 3.82 2.59 Forfeited (1,844 ) 10.80 8.33 Expired (1,808 ) 501.43 388.45 End of the period – September 30, 2020 515,985 $ 20.32 $ 14.60 Options exercisable 466,259 $ 21.45 $ 15.36 A summary of the status of the Company’s non-vested options as of September 30, 2020 and December 31, 2019, and changes during the nine months ended September 30, 2020, is presented below: Shares Weighted Average Exercise Price Weighted Average Fair Value Grant Date Non-vested – January 1, 2020 84,873 $ 10.73 $ 5.15 Granted 7,634 4.45 3.28 Vested (41,552 ) 10.80 8.29 Forfeited (1,229 ) 10.80 8.33 Non-vested – September 30, 2020 49,726 $ 9.71 $ 7.44 The above tables include options issued and outstanding as of September 30, 2020 as follows: i) A total of 393,130 incentive stock options and non-qualified 10-year options have been issued, and are outstanding, to the directors, officers, and employees at an exercise price range of $3.82 to $331.80 per share. From this total, 128,010 options are outstanding to the Chief Executive Officer, who is also a director, with remaining contractual lives of 0.5 years to 9.2 years. All other options issued to directors, officers, and employees have a remaining contractual life ranging from 0.5 years to 9.2 years. ii) A total of 122,855 non-qualified 10-year options have been issued, and are outstanding, to consultants at an exercise price range of $3.82 to $355.80 per share. As of September 30, 2020, there was approximately $48,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the equity incentive plans. That cost is expected to be recognized over a weighted-average period of approximately 2.26 years. For stock options outstanding at September 30, 2020 and December 31, 2019, the intrinsic value was approximately $28,000 and $59,000, respectively. The following table provides certain information with respect to the above-referenced stock options that were outstanding and exercisable at September 30, 2020: Stock Options Outstanding Stock Options Vested Weighted Weighted Average Average Remaining Weighted Remaining Weighted Contractual Number Average Contractual Number Average Life Of Exercise Life of Exercise Exercise Prices -Years Awards Price -Years Awards Price $ 3.82-$12.48 8.41 225,179 $ 8.04 8.46 176,332 $ 7.60 $ 12.49-$24.00 6.82 199,790 $ 14.19 6.81 198,911 $ 14.20 $ 24.01-$72.00 5.14 65,333 $ 55.07 5.14 65,333 $ 55.07 $ 72.01-$240.00 4.57 24,526 $ 75.59 4.57 24,526 $ 75.59 $ 240.01-$355.80 0.43 1,157 $ 332.91 0.43 1,157 $ 332.91 Total 7.18 515,985 $ 20.32 7.07 466,259 $ 21.45 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions | |
Note 8. Related Party Transactions | Enfission was inactive at September 30, 2020 and December 31, 2019. The Company did not invest in Enfission during the nine months ended September 30, 2020 and invested approximately $9.2 million in Enfission from Enfission’s date of inception of January 24, 2018 to December 31, 2019. The Company did not charge Enfission an administrative and management services fee for the three months and nine months ended September 30, 2020. The total administrative consulting services was $0.1 million and $0.3 million for the three months and nine months ended September 30, 2019, respectively. For the three months ended September 30, 2019, the $0.1 million amount charged was recorded as a $50,000 reduction of general and administrative expenses and a $50,000 reduction of research and development expenses. For the nine months ended September 30, 2019, the $0.3 million amount charged was recorded as a $150,000 reduction of general and administrative expenses and a $150,000 reduction of research and development expenses. The Company did not provide Enfission with any research and development consulting services for the three months and nine months ended September 30, 2020. The Company provided research and development consulting services and management services to Enfission in 2019. The total consulting services income was $0.2 million and $0.9 million for the three months and nine months ended September 30, 2019, respectively, recorded under “Other income from joint venture” in the accompanying condensed consolidated statement of operations. As of September 30, 2020, there was no receivable due from Enfission. At December 31, 2019, the total receivable due from Enfission was approximately $0.4 million, which represented management and administrative services Lightbridge charged to Enfission for the year ended December 31, 2019. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
Note 9. Subsequent Events | ATM On October 9, 2020, the Company updated the aggregate amount that may be issued and sold under the 2019 ATM from $13.5 million to approximately $14.7 million by filing a prospectus supplement pursuant to which the Company registered an additional approximate $1.2 million of shares of common stock. As of the date of this filing, the Company has sold a total of $12.0 million of shares of common stock pursuant to the 2019 ATM sales agreement. Sales under the 2019 ATM that were made from October 1, 2020 to November 5, 2020 were approximately 1.2 million shares that totaled net proceeds of approximately $4.7 million. Equity Grants On October 28, 2020, the Compensation Committee of the Board granted time-based RSUs to certain of the Company's executive officers, employees, and consultants. Each RSU represents a contingent right to receive, upon vesting, one share of the Company's Common Stock. The number of RSUs granted to executive officers, employees and consultants totaled 243,800. These RSU awards granted vest in three equal installments on each of the first three anniversaries of the grant date, on October 28, 2021, October 28, 2022 and October 28, 2023. On the same date, the Compensation Committee of the Board approved a grant of a total of 21,200 shares of common stock to the Company’s four directors. All of these shares vest on November 10, 2020. |
Basis of Presentation Summary_2
Basis of Presentation Summary of Significant Accounting Policies and Nature of Operations (policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 Company’s 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, 2019, included in our Annual Report on Form 10-K for the year ended December 31, 2019. 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 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 condensed consolidated financial statements. The Company was formed on October 6, 2006, when Thorium Power, Ltd., which was incorporated in the state of Nevada on February 2, 1999, merged with Thorium Power, Inc. (“TPI”), which was incorporated in the state of Delaware on January 8, 1992. On September 29, 2009, the Company changed its name from Thorium Power, Ltd. to Lightbridge Corporation and began its focus on developing and commercializing metallic nuclear fuels. The Company is a nuclear fuel technology company developing and commercializing next generation nuclear fuel technology. |
Going Concern, Liquidity and Management's Plan | The Company currently believes the combination of cash on hand at September 30, 2020 and management’s reduction in budgeted operating expenses for 2020, will be sufficient to allow the Company to meet its obligations, as they become due in the ordinary course of business, for at least 12 months following the date of this filing. While the Company’s cash at September 30, 2020 exceeds its currently budgeted expenditures through the third quarter of 2021, there are inherent uncertainties in forecasting future expenditures, especially forecasting for a significantly revised level of operations and with uncertainties such as to how COVID-19 may affect costs and operations. Accordingly, the potential for budget variances in the projection of the Company’s planned operations, plus any additional expenditures that may result from unexpected developments, such as additional expenditures that might result from additional legal costs and unexpected fees relating to ongoing legal matters (see Note 5). Taking into account these uncertainties, it raises substantial doubt about the Company’s ability to continue as a going concern for the 12 months following the date of this filing. To the extent these recent cost-cutting measures do not provide sufficient liquidity for the next 12 months, the Company will consider additional equity raises and delaying certain expenditures, including research and development expenses, until sufficient capital becomes available. At September 30, 2020, the Company had approximately $17.4 million in cash and had a working capital surplus of approximately $15.8 million. The Company’s net cash used in operating activities during the nine months ended September 30, 2020 was approximately $5.6 million, and current projections indicate that the Company will have continued negative cash flows until the commercialization of its nuclear fuel. Net losses incurred for the nine months ended September 30, 2020 and 2019 amounted to approximately $7.5 million and $8.9 million, respectively. As of September 30, 2020, the Company has an accumulated deficit of approximately $121.5 million, representative of recurring losses since inception. The Company has incurred recurring losses since inception because it is a development stage nuclear fuel development company. The Company expects to continue to incur losses due to future costs and expenses related to the Company’s research and development expenses and general and administrative expenses. The Company also may consider other plans to fund operations including: (1) raising additional capital through equity issuances or debt financings; (2) additional funding through new relationships to help fund future research and development costs; and (3) other sources of capital. The Company may issue securities, including common stock, preferred stock, and stock purchase contracts through private placement transactions or registered public offerings, pursuant to its registration statement on Form S-3 filed with the SEC on March 15, 2018 and declared effective on March 23, 2018. There can be no assurance as to the availability or terms upon which financing and capital might be available. The Company’s future liquidity needs, and ability to address those needs, will largely be determined by the success of the development of its nuclear fuel, key nuclear development and regulatory events, and its business decisions in the future. |
Equity Method Investment ? Enfission, LLC - Joint Venture with Framatome Inc. | In January 2018, Lightbridge and Framatome Inc., a subsidiary of Framatome SAS (formerly part of AREVA SAS) (collectively “Framatome”), finalized and launched Enfission, LLC (“Enfission”), a 50-50 joint venture company, to develop, license, and sell nuclear fuel assemblies based on Lightbridge-designed metallic fuel technology and other advanced nuclear fuel intellectual property. Lightbridge and Framatome began joint fuel development and regulatory licensing work under previously signed agreements initiated in March 2016. The joint venture, Enfission, is a Delaware-based limited liability company that was formed on January 24, 2018. Management determined that its investment in Enfission be accounted for under the equity method of accounting. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations; however, the Company’s share of the losses of the investee company is reported in the “Equity in loss from joint venture” line item in the condensed consolidated statements of operations, and the Company’s carrying value in an equity method investee company is reported in the “Investment in joint venture” or “Investee losses in excess of investment” line item in the condensed consolidated balance sheets. The Company allocates income or loss utilizing the hypothetical liquidation book value (“HLBV”) method, based on the change in each JV member’s claim on the net assets of the JV under the JV’s operating agreement at period end after adjusting for any distributions or contributions made during such period. The Company uses this method because of the difference between the distribution rights and priorities set forth in the Enfission operating agreement and what is reflected by the underlying percentage ownership interests of the joint venture. The Company evaluates on a quarterly basis whether our investment accounted for under the equity method of accounting has an other than temporary impairment (“OTTI”). An OTTI occurs when the estimated fair value of an investment is below the carrying value and the difference is determined not likely to be recoverable. This evaluation requires significant judgment regarding, but not limited to, the severity and duration of the impairment; the ability and intent to hold the security until recovery; financial condition, liquidity, and near-term prospects of the issuer; specific events; and other factors. Enfission was inactive as of September 30, 2020 and December 31, 2019. No amounts related to the equity method investment in Enfission have been recorded on the condensed consolidated balance sheets or the condensed consolidated statements of operations for the three and nine months ended September 30, 2020. |
Basis of Consolidation | These condensed consolidated financial statements include the accounts of Lightbridge, a Nevada corporation, and the Company’s wholly-owned subsidiaries, TPI, a Delaware corporation, and Lightbridge International Holding LLC, a Delaware limited liability company. These wholly-owned subsidiaries are inactive. All significant intercompany transactions and balances have been eliminated in consolidation. The Company owns a 50% interest in Enfission, accounted for using the equity method of accounting (see Note 3, Investment in Joint Venture (Investee Losses in Excess of Investment). Investment in Joint Venture (Investee Losses in Excess of Investment). Enfission is deemed to be a variable interest entity (“VIE”) under the VIE model of consolidation because it does not have sufficient funds to finance its operations. The Company has determined that it is not the primary beneficiary of the VIE since it does not have the power to direct the activities that most significantly impact the VIE’s performance. In determining whether the Company is the primary beneficiary and whether it has the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, the Company evaluates all its economic interests in the entity, regardless of form. This evaluation considers all relevant factors of the entity’s structure including the entity’s capital structure, contractual rights to earnings (losses) as well as other contractual arrangements that have potential to be economically significant. The Company is not the primary beneficiary since the major decision making for all significant economic activities require the approval of both the Company and Framatome. The significant economic activities identified were financing activities, research and development activities, licensing activities, manufacturing of fuel assembly product activities, and marketing and sales activities. The evaluation of each of these factors in reaching a conclusion about the potential significance of our economic interests and control is a matter that requires the exercise of management judgment. |
Certain Risks, Uncertainties and Concentrations | The Company is an early stage company and will need additional funding by way of strategic alliances, government grants, further offerings of equity securities, an offering of debt securities, or a financing through a bank in order to support the remaining research and development activities required to further enhance and complete the development of its fuel products to a commercial stage. The Company participates in a government-regulated industry. Our operating results are affected by a wide variety of factors including decreases in the use or public favor of nuclear power, the ability of our technology to safeguard the production of nuclear power, the ability to receive the required approval from the nuclear regulatory commission for utilities to use our fuel and our ability to safeguard our patents and intellectual property from competitors. Due to these factors, the Company may experience substantial period-to-period fluctuations in our future operating results. Potentially, a loss of key officer, key management, and other personnel could impair our ability to successfully execute our business strategy, particularly when these individuals have acquired specialized knowledge and skills with respect to nuclear power and our operations. Our future operations and earnings may depend on the results of the Company’s operations outside the United States, including some of its research and development activities. There can be no assurance that the Company will be able to successfully continue to conduct such operations, and a failure to do so would have a material adverse effect on the Company’s research and development activities, financial position, results of operations, and cash flows. Also, the success of the Company’s operations will be subject to other numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, competition, changes in government regulations and support for nuclear power, changes in accounting and taxation standards, inability to achieve overall long-term goals, future impairment charges, and global or regional catastrophic events. The Company may be subject to various additional political, economic, and other uncertainties. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risk to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak a pandemic, based on increase in exposure globally. The current spread of COVID-19 that is impacting global economic activity and market conditions could lead to adverse changes in our ability to conduct research and development activities with the United States national labs and others. The recent COVID-19 pandemic has impacted our business operations and results of operations for the first nine months of 2020, resulting in the reduction of our research and development expenses and increase in our general and administrative expenses due to severance payments to our former employees. While we continue to monitor the impact of COVID-19 on our business, we are unable to accurately predict the ultimate impact on our results of operations, financial condition and liquidity that COVID-19 will have due to various uncertainties, including the geographic spread of the virus, the severity of the disease, the duration of the outbreak, and actions that may be taken by governmental authorities and other third-parties. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payment, net operating loss carryback period, alternative minimum tax credit refund, modification to the net interest deduction limitation, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation method for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. Management decided not to apply for these funds. We continue to examine the impact that the CARES Act may have on our results of operations, financial condition and liquidity. |
Cash and Cash Equivalents | The Company may at times invest its excess cash in interest bearing accounts and US Treasury Bills. It classifies all highly liquid investments with original stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months as marketable securities. The Company holds cash balances in excess of the federally insured limits of $250,000. It deems this credit risk not to be significant as cash is held by two prominent financial institutions in 2020 and 2019. The Company buys and holds short-term US Treasury Bills from Treasury Direct to maturity. US Treasury Bills totaled approximately $13.0 million and $9.0 million at September 30, 2020 and December 31, 2019, respectively. The remaining $4.4 million and $9.0 million at September 30, 2020 and December 31, 2019, respectively, are on deposit with one notable financial institution. Total cash and cash equivalents held, as reported on the accompanying condensed consolidated balance sheets, totaled approximately $17.4 million and $18.0 million at September 30, 2020 and December 31, 2019, respectively. |
Grant Income | The Company has concluded that its government grant is not within the scope of ASC Topic 606 as it does not meet the definition of a contract with a customer. Additionally, the Company has concluded that the grant meets the definition of a contribution and are non-reciprocal transactions, and has also determined that Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition does not apply, as the Company is a business entity and the grant is with governmental agencies. In the absence of applicable guidance under US GAAP, the Company management has developed a policy to recognize grant income at the time the related costs are incurred and the right to payment is realized. The Company believes this policy is consistent with the overarching premise in ASC Topic 606, to ensure that revenue recognition reflects the transfer of promised goods or services to customers in an amount that reflects the consideration that we expect to be entitled to in exchange for those goods or services, even though there is no exchange as defined in ASC Topic 606. Additionally, the Company has determined that the recognition of grant income as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under ASC Topic 606. Further, the Company believes that showing grant income on a gross method, with the grant income shown as other operating income and the related costs as a charge to research and development expense, rather than depicting the grant income as a reduction of research and development expense, is a more meaningful presentation. The Company recognized grant income of approximately $30,000 for the three and nine months ended September 30, 2020. There was no grant income recognized in 2019. |
Recently Adopted Accounting Pronouncements | Intangibles, Goodwill and Other Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement — ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The amendments in the ASU have various transition requirements. |
Recent Accounting Pronouncements - To Be Adopted | The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its condensed consolidated financial statements and related footnote disclosures. |
Investment in Joint Venture (_2
Investment in Joint Venture (Investee Losses in Excess of Investment) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investment in Joint Venture (Investee Losses in Excess of Investment) | |
Schedule of Equity method investment | September 30, December 31, 2020 2019 Enfission, LLC Ownership Interest 50 % 50 % Carrying Amount Total contributions $ 9.2 $ 9.2 Less: Share of the loss in investment in Enfission (9.2 ) (9.2 ) Equity balance $ — $ — |
Schedule of Summarized financial information for investee | September 30, 2020 December 31, 2019 Assets Cash $ 0.2 $ 1.0 Other current assets — — Total assets $ 0.2 $ 1.0 Liabilities and equity Total liabilities $ 1.3 $ 2.1 Equity (Deficit) (1.1 ) (1.1 ) Total liabilities and equity $ 0.2 $ 1.0 |
Summary of Summarized statement of operations | For the Nine Months Ended September 30, 2020 2019 Revenue $ — $ — Research and development costs — 4.4 Administrative expenses 0.1 1.0 Total Operating Loss $ 0.1 $ 5.4 Loss from operations $ 0.1 $ 5.4 Net loss $ 0.1 $ 5.4 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounts Payable and Accrued Liabilities (Tables) | |
Schedule of Accounts Payable and Accrued Liabilities | September 30, December 31, 2020 2019 Trade payables $ 0.1 $ 0.3 Accrued bonuses 0.7 — Accrued expenses 1.0 0.1 Total $ 1.8 $ 0.4 |
Stockholders Equity and Stock_2
Stockholders Equity and StockBased Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders Equity and StockBased Compensation | |
Schedule of Warrants Outstanding | September 30, December 31, Outstanding Warrants 2020 2019 Issued to Investors on October 25, 2013, entitling the holders to purchase 20,833 common shares in the Company at an exercise price of $138.00 per common share up to and including April 24, 2021. In 2016, the warrant holders agreed to new warrant terms, which excluded any potential net cash settlement provisions in exchange for a reduced exercise price of $75.00 per share. 13,665 13,665 Issued to Investors on November 17, 2014, entitling the holders to purchase 45,577 common shares in the Company at an exercise price of $138.60 per common share up to and including May 16, 2022. On June 30, 2016, the warrant holders agreed to new warrant terms, which excluded any potential net cash settlement provisions in order to classify them as equity in exchange for a reduced exercise price of $75.00 per share. 45,577 45,577 Issued to an investment bank and subsequently transferred to a principal of the investment bank regarding the Series B Preferred Stock investment on January 30, 2018, entitling the holder to purchase 11,119 common shares in the Company at an exercise price of $18.00 per share, up to and including January 30, 2021. 11,119 11,119 Total 70,361 70,361 |
Schedule of Share-based Compensation, Stock Options, Activity | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Research and development expenses — $ — — $ 284,000 General and administrative expenses $ (4,000 ) $ 20,000 $ 8,000 $ 308,000 Total stock-based compensation expense $ (4,000 ) $ 20,000 $ 8,000 $ 592,000 |
Schedule of Stock option transactions of the employees | Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the period – January 1, 2020 518,551 $ 21.99 $ 15.89 Granted 7,634 4.45 3.28 Exercised (6,548 ) 3.82 2.59 Forfeited (1,844 ) 10.80 8.33 Expired (1,808 ) 501.43 388.45 End of the period – September 30, 2020 515,985 $ 20.32 $ 14.60 Options exercisable 466,259 $ 21.45 $ 15.36 |
Schedule of Non-Vested Options, Activity | Shares Weighted Average Exercise Price Weighted Average Fair Value Grant Date Non-vested – January 1, 2020 84,873 $ 10.73 $ 5.15 Granted 7,634 4.45 3.28 Vested (41,552 ) 10.80 8.29 Forfeited (1,229 ) 10.80 8.33 Non-vested – September 30, 2020 49,726 $ 9.71 $ 7.44 |
Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Stock Options Outstanding Stock Options Vested Weighted Weighted Average Average Remaining Weighted Remaining Weighted Contractual Number Average Contractual Number Average Life Of Exercise Life of Exercise Exercise Prices -Years Awards Price -Years Awards Price $ 3.82-$12.48 8.41 225,179 $ 8.04 8.46 176,332 $ 7.60 $ 12.49-$24.00 6.82 199,790 $ 14.19 6.81 198,911 $ 14.20 $ 24.01-$72.00 5.14 65,333 $ 55.07 5.14 65,333 $ 55.07 $ 72.01-$240.00 4.57 24,526 $ 75.59 4.57 24,526 $ 75.59 $ 240.01-$355.80 0.43 1,157 $ 332.91 0.43 1,157 $ 332.91 Total 7.18 515,985 $ 20.32 7.07 466,259 $ 21.45 |
Basis of Presentation Summary_3
Basis of Presentation Summary of Significant Accounting Policies and Nature of Operations (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net loss | $ (3,063,062) | $ (2,132,106) | $ (2,264,086) | $ (2,441,414) | $ (3,306,917) | $ (3,110,527) | $ (7,459,254) | $ (8,858,858) | ||
Recognized grant income | 30,000 | 30,000 | ||||||||
Cash and cash equivalents | 17,410,899 | $ 20,581,978 | 17,410,899 | 20,581,978 | $ 17,958,989 | $ 24,637,295 | ||||
Accumulated deficit | (121,544,000) | (121,544,000) | (114,084,746) | |||||||
Net Cash Used In Operating Activities | (5,574,083) | (4,117,339) | ||||||||
Working capital | 15,800,000 | 15,800,000 | ||||||||
US Treasury Bills | 13,000,000 | 9,000,000 | ||||||||
Cash and cash equivalents except US Treasury Bills | 4,400,000 | $ 9,000,000 | ||||||||
Cash, FDIC insured amount | $ 250,000 | 250,000 | ||||||||
Enfission LLC [Member] | ||||||||||
Net loss | $ 100,000 | $ 5,400,000 | ||||||||
Equity method investment, ownership interest | 50.00% | 50.00% | 50.00% |
Investment in Joint Venture (_3
Investment in Joint Venture (Investee Losses in Excess of Investment) (Details) - Enfission LLC [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Total contributions, Ownership Interest | 50.00% | 50.00% |
Total contributions, Carrying Amount | $ 9,200,000 | $ 9,200,000 |
Less: Share of the loss in investment in Enfission | (9,200,000) | (9,200,000) |
Equity balance | $ 0 | $ 0 |
Investment in Joint Venture (_4
Investment in Joint Venture (Investee Losses in Excess of Investment) (Details 1) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Cash | $ 200,000 | $ 1,000,000 |
Other current assets | 0 | 0 |
Total assets | 200,000 | 1,000,000 |
Liabilities and equity | ||
Total liabilities | 1,300,000 | 2,100,000 |
Equity (Deficit) | (1,100,000) | (1,100,000) |
Total liabilities and equity | $ 200,000 | $ 1,000,000 |
Investment in Joint Venture (_5
Investment in Joint Venture (Investee Losses in Excess of Investment) (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Net loss | $ (3,063,062) | $ (2,132,106) | $ (2,264,086) | $ (2,441,414) | $ (3,306,917) | $ (3,110,527) | (7,459,254) | (8,858,858) |
Enfission LLC [Member] | ||||||||
Revenue | 0 | 0 | ||||||
Research and development costs | 0 | 4,400,000 | ||||||
Administrative expenses | 100,000 | 1,000,000 | ||||||
Total operating loss | 100,000 | 5,400,000 | ||||||
Loss from operations | 100,000 | 5,400,000 | ||||||
Net loss | $ 100,000 | $ 5,400,000 |
Investment in Joint Venture (_6
Investment in Joint Venture (Investee Losses in Excess of Investment) (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 32 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Total liabilities | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | $ 2,100,000 | ||||||
Net loss | (3,063,062) | $ (2,132,106) | $ (2,264,086) | $ (2,441,414) | $ (3,306,917) | $ (3,110,527) | (7,459,254) | $ (8,858,858) | ||
Enfission LLC [Member] | ||||||||||
Research and Development cost | 2,100,000 | |||||||||
Total liabilities | 1,300,000 | 1,300,000 | 1,300,000 | |||||||
Total contributions, Carrying Amount | 9,200,000 | 9,200,000 | 9,200,000 | 9,200,000 | ||||||
Net loss | 100,000 | $ 5,400,000 | ||||||||
Cash | 200,000 | 200,000 | 200,000 | |||||||
Total receivables due amount | $ 0 | $ 0 | $ 0 | 400,000 | ||||||
Enfission LLC [Member] | Joint Venture Operating Agreement [Member] | ||||||||||
Percentage of Class A voting membership | 50.00% | 50.00% | 50.00% | |||||||
Framatome [Member] | ||||||||||
Investment, related party | $ 2,900,000 | |||||||||
Research and Development cost | $ 1,300,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts Payable and Accrued Liabilities | ||
Trade payables | $ 100,000 | $ 300,000 |
Accrued bonuses | 700,000 | 0 |
Accrued expenses | 1,000,000 | 100,000 |
Total | $ 1,800,000 | $ 400,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | ||
Operating lease term periodic of payments | Monthly | |
Description of terms and conditions of option to extend lease | The term of the lease was renewed on January 1, 2020 and extends through December 31, 2020. | |
Future minmum lease payments | $ 45,000 | |
Operating lease term | 12 months | |
Monthly rent fees | $ 15,000 | |
Legal fees | $ 2,300 | $ 6,000 |
Research and Development Costs
Research and Development Costs (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Research and Development Costs | ||||
Research and development expenses | $ 300,000 | $ 800,000 | $ 800,000 | $ 2,200,000 |
Total Project value | 846,000 | |||
Payment of GAIN voucher | $ 30,000 | $ 30,000 |
Stockholders Equity and Stock_3
Stockholders Equity and StockBased Compensation (Details) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Warrants outstanding, total | 70,361 | 70,361 |
Issued To Investors On October 25, 2013 [Member] | ||
Warrants outstanding, total | 13,665 | 13,665 |
Issued To Investors On November 17, 2014 [Member] | ||
Warrants outstanding, total | 45,577 | 45,577 |
Issued to an investment bank regarding the Series B Preferred Stock investment on January 30,2018 [Member] | ||
Warrants outstanding, total | 11,119 | 11,119 |
Stockholders Equity and Stock_4
Stockholders Equity and StockBased Compensation (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Research and development expenses | $ 261,898 | $ 751,473 | $ 767,498 | $ 2,218,826 |
General and administrative expenses | 2,835,471 | 1,463,568 | 6,800,892 | 4,051,484 |
Total stock-based compensation expense | 25,110 | 591,663 | ||
Stock-Based Compensation [Member] | ||||
Research and development expenses | 0 | 0 | 0 | 284,000 |
General and administrative expenses | (4,000) | 20,000 | 8,000 | 308,000 |
Total stock-based compensation expense | $ (4,000) | $ 20,000 | $ 8,000 | $ 592,000 |
Stockholders Equity and Stock_5
Stockholders Equity and StockBased Compensation (Details 2) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Stockholders Equity and StockBased Compensation | |
Options outstanding, Beginning of the period | shares | 518,551 |
Options outstanding, Granted | shares | 7,634 |
Options outstanding, Exercised | shares | (6,548) |
Options outstanding, Forfeited | shares | (1,844) |
Options outstanding, Expired | shares | (1,808) |
Options outstanding, End of the period | shares | 515,985 |
Options outstanding, options exercisable | shares | 466,259 |
Weighted Average Exercise Price Beginning of the period | $ 21.99 |
Weighted Average Exercise Price Stock Options Granted | 4.45 |
Weighted Average Exercise Price Stock Options Exercised | 3.82 |
Weighted Average Exercise Price Stock Options Forfeited | 10.80 |
Weighted Average Exercise Price Stock Options Expired | 501.43 |
Weighted Average Exercise Price End of the year | 20.32 |
Weighted Average Exercise Price Options exercisable | 21.45 |
Weighted Average Fair Value Stock Options Beginning of the period | 15.89 |
Weighted Average Fair Value Stock Options Granted | 3.28 |
Weighted Average Fair Value Stock Options Exercised | 2.59 |
Weighted Average Fair Value Stock Options Forfeited | 8.33 |
Weighted Average Fair Value Stock Options Expired | 388.45 |
Weighted Average Fair Value Stock Options End of the year | 14.60 |
Weighted Average Fair Value Options exercisable | $ 15.36 |
Stockholders Equity and Stock_6
Stockholders Equity and StockBased Compensation (Details 3) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Stockholders Equity and StockBased Compensation | |
Shares, non-vested, beginning | shares | 84,873 |
Shares, Granted | shares | 7,634 |
Shares, vested | shares | (41,552) |
Shares, Forfeited | shares | (1,229) |
Shares, non-vested, end of period | shares | 49,726 |
Weighted average exercise price, Beginning | $ 10.73 |
Weighted average exercise price, granted | 4.45 |
Weighted average exercise price, vested | 10.80 |
Weighted average exercise price, forfeited | 10.80 |
Weighted average exercise price, end of period | 9.71 |
Weighted average fair value grant date, beginning | 5.15 |
Weighted average fair value grant date, granted | 3.28 |
Weighted average fair value grant date, vested | 8.29 |
Weighted average fair value grant date, forfeited | 8.33 |
Weighted average fair value grant date, end of period | $ 7.44 |
Stockholders Equity and Stock_7
Stockholders Equity and StockBased Compensation (Details 4) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Weighted Average Remaining Contractual Life - Years | 7 years 2 months 5 days | |
Number of Awards Stock option outstanding | 515,985 | |
Weighted Average Exercise Price Stock Options Outstanding | $ 20.32 | |
Number of Awards Vested | 466,259 | 433,678 |
Weighted Average Exercise Price | $ 21.45 | |
Weighted Average Remaining Contractual Life of Stock Options Vested | 7 years 26 days | |
Range One [Member] | ||
Weighted Average Remaining Contractual Life - Years | 8 years 4 months 28 days | |
Number of Awards Stock option outstanding | 225,179 | |
Weighted Average Exercise Price Stock Options Outstanding | $ 8.04 | |
Number of Awards Vested | 176,332 | |
Weighted Average Exercise Price | $ 7.60 | |
Weighted Average Remaining Contractual Life of Stock Options Vested | 8 years 11 months 5 days | |
Exercise price lower range limit | $ 3.82 | |
Exercise price upper range limit | $ 12.48 | |
Range Two [Member] | ||
Weighted Average Remaining Contractual Life - Years | 6 years 9 months 26 days | |
Number of Awards Stock option outstanding | 199,790 | |
Weighted Average Exercise Price Stock Options Outstanding | $ 14.19 | |
Number of Awards Vested | 198,911 | |
Weighted Average Exercise Price | $ 14.20 | |
Weighted Average Remaining Contractual Life of Stock Options Vested | 6 years 9 months 22 days | |
Exercise price lower range limit | $ 12.49 | |
Exercise price upper range limit | $ 24 | |
Range Three [Member] | ||
Weighted Average Remaining Contractual Life - Years | 5 years 1 month 21 days | |
Number of Awards Stock option outstanding | 65,333 | |
Weighted Average Exercise Price Stock Options Outstanding | $ 55.07 | |
Number of Awards Vested | 65,333 | |
Weighted Average Exercise Price | $ 55.07 | |
Weighted Average Remaining Contractual Life of Stock Options Vested | 5 years 1 month 21 days | |
Exercise price lower range limit | $ 24.01 | |
Exercise price upper range limit | $ 72 | |
Range Four [Member] | ||
Weighted Average Remaining Contractual Life - Years | 4 years 6 months 26 days | |
Number of Awards Stock option outstanding | 24,526 | |
Weighted Average Exercise Price Stock Options Outstanding | $ 75.59 | |
Number of Awards Vested | 24,526 | |
Weighted Average Exercise Price | $ 75.59 | |
Weighted Average Remaining Contractual Life of Stock Options Vested | 4 years 6 months 26 days | |
Exercise price lower range limit | $ 72.01 | |
Exercise price upper range limit | $ 240 | |
Range Five [Member] | ||
Weighted Average Remaining Contractual Life - Years | 5 months 5 days | |
Number of Awards Stock option outstanding | 1,157 | |
Weighted Average Exercise Price Stock Options Outstanding | $ 332.91 | |
Number of Awards Vested | 1,157 | |
Weighted Average Exercise Price | $ 332.91 | |
Weighted Average Remaining Contractual Life of Stock Options Vested | 5 months 5 days | |
Exercise price lower range limit | $ 240.01 | |
Exercise price upper range limit | $ 355.80 |
Stockholders Equity and Stock_8
Stockholders Equity and StockBased Compensation (Details Narrative) - USD ($) | Feb. 06, 2017 | Aug. 02, 2016 | Aug. 31, 2020 | May 15, 2020 | Feb. 10, 2020 | Oct. 08, 2019 | Apr. 16, 2019 | May 31, 2018 | Jan. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Mar. 09, 2020 | May 31, 2017 | Mar. 25, 2015 |
Common stock, shares, outstanding | 4,416,961 | 4,416,961 | 3,252,371 | ||||||||||||||
Common stock, conversion basis | The Series B Preferred Stock was initially convertible into 2,666,667 shares of common stock (now convertible into 222,222 shares of common stock when adjusted for the one-for-twelve reverse stock split on October 21, 2019). | ||||||||||||||||
Class of Warrant or Right, Outstanding | 70,361 | 70,361 | 70,361 | ||||||||||||||
Preferred stock, conversion description | The Company has the option of forcing the conversion of all or part of the Series B Preferred Stock if at any time the average closing price of the Company's common stock for a thirty-trading day period is greater than $65.88 prior to August 2, 2019 or greater than $98.82 at any time. The Company can exercise this option only if it also requires the conversion of the Series A Preferred Stock in the same proportion as it is requiring of the Series B Preferred Stock. | ||||||||||||||||
Stock options outstanding | 515,985 | 515,985 | 518,551 | ||||||||||||||
Total stock and stock equivalents outstanding | 5,350,009 | 5,350,009 | 4,175,164 | ||||||||||||||
Accumulated dividend (unpaid) | $ 800,000 | $ 600,000 | |||||||||||||||
Number of Awards Stock option outstanding | 515,985 | 515,985 | 518,551 | ||||||||||||||
Number of Awards Vested | 466,259 | 466,259 | 433,678 | ||||||||||||||
Number of options vested and expected to vest outstanding | 48,000 | 48,000 | |||||||||||||||
Weighted average recognition period | 1 year 8 months 27 days | ||||||||||||||||
Aggregate intrinsic value | $ 28,000 | $ 28,000 | $ 59,000 | ||||||||||||||
Preferred stock convertible amount | $ 6,200,000 | ||||||||||||||||
Common stock exercise price | $ 4.45 | ||||||||||||||||
Common stock, shares authorized | 8,333,333 | 8,333,333 | 8,333,333 | ||||||||||||||
Fair value per share | $ 14.60 | $ 14.60 | $ 15.89 | ||||||||||||||
Shares issued to consultant | $ 17,000 | ||||||||||||||||
September 29, 2020 [Member] | ATM Agreement [Member] | |||||||||||||||||
Sale of stock, number of shares | 109,500 | ||||||||||||||||
Proceeds from issuance of shares | $ 476,000 | ||||||||||||||||
Short-Term Non-Qualified Options [Member] | Employees, Consultants and Directors [Member] | December 2, 2019 [Member] | |||||||||||||||||
Fair value per share | $ 2.59 | $ 2.59 | |||||||||||||||
Strike price | 3.82 | $ 3.82 | |||||||||||||||
Term of options granted, description | These options have a 10-year contractual term | ||||||||||||||||
Shares issued to consultant | $ 7,634 | $ 4,247 | |||||||||||||||
Expected Term | 5 years | ||||||||||||||||
Stock options granted, shares | 86,982 | ||||||||||||||||
Short-Term Non-Qualified Options [Member] | Employees, Consultants and Directors [Member] | Maximum [Member] | |||||||||||||||||
Exercise price | 355.80 | $ 355.80 | |||||||||||||||
Short-Term Non-Qualified Options [Member] | Directors, Officers and Employees [Member] | Advisory board members[Member] | |||||||||||||||||
Non-qualified stock options granted | 122,855 | ||||||||||||||||
Short-Term Non-Qualified Options [Member] | Directors, Officers and Employees [Member] | Maximum [Member] | Advisory board members[Member] | |||||||||||||||||
Exercise price | $ 3.82 | $ 3.82 | |||||||||||||||
Contractual lives | 9 years 4 months 24 days | ||||||||||||||||
Term of options | 10 years | ||||||||||||||||
Short-Term Non-Qualified Options [Member] | Chief Executive Officer [Member] | Maximum [Member] | Advisory board members[Member] | |||||||||||||||||
Contractual lives | 9 years 4 months 24 days | ||||||||||||||||
Non-qualified stock options granted | 393,130 | ||||||||||||||||
Non-qualified stock options outstanding | 128,010 | ||||||||||||||||
Short-Term Non-Qualified Options [Member] | Chief Executive Officer [Member] | Minimum [Member] | Advisory board members[Member] | |||||||||||||||||
Contractual lives | 5 months 30 days | ||||||||||||||||
PIK dividend [Member] | |||||||||||||||||
Reverse stock split | One-for-twelve reverse stock split on October 21, 2019 | ||||||||||||||||
Total cumulative deemed dividend | $ 46,000 | $ 43,000 | $ 137,000 | $ 128,000 | |||||||||||||
BCF [Member] | PIK dividend [Member] | |||||||||||||||||
Exercise price | $ 18 | $ 18 | |||||||||||||||
Common stock to be purchased in the offering | 11,119 | 11,119 | |||||||||||||||
Monthly payments | $ 15,000 | ||||||||||||||||
Introductory fee in percentage | 7.00% | ||||||||||||||||
Warrants fees in percentage | 5.00% | ||||||||||||||||
Offering price term | 3 years | ||||||||||||||||
Consultants [Member] | Short-Term Non-Qualified Options [Member] | Maximum [Member] | Advisory board members[Member] | |||||||||||||||||
Exercise price | $ 1.50 | ||||||||||||||||
Maturity date | Jan. 30, 2021 | ||||||||||||||||
Consultants [Member] | Short-Term Non-Qualified Options [Member] | Minimum [Member] | Advisory board members[Member] | |||||||||||||||||
Exercise price | $ 331.80 | $ 331.80 | |||||||||||||||
Term of options | 10 years | ||||||||||||||||
Contractual lives | 5 months 30 days | ||||||||||||||||
Series B Preferred Shares [Member] | |||||||||||||||||
Preferred stock convertible amount | $ 600,000 | ||||||||||||||||
Preferred stock, shares issued | 2,666,667 | 2,666,667 | 2,666,667 | ||||||||||||||
Conversion price | $ 32.94 | $ 32.94 | $ 32.94 | ||||||||||||||
Preferred stock, liquidation preference | $ 4,813,284 | $ 4,813,284 | $ 4,569,180 | ||||||||||||||
Preferred Stock, Shares Outstanding | 2,666,667 | 2,666,667 | 2,666,667 | ||||||||||||||
Series B Preferred Stock conversion description | This amount was compared to the $3.7 million (rounded) of proceeds allocated to the Series B Preferred Stock to indicate that a beneficial conversion feature ("BCF") of approximately $2.6 million existed at the date of issuance, which was immediately accreted as a deemed dividend because the conversion rights were immediately effective. | ||||||||||||||||
Conversion of Stock, Shares Converted | 757,770 | ||||||||||||||||
Common stock shares reserved for future issuance, Value | $ 222,222 | $ 222,222 | $ 222,222 | ||||||||||||||
Additional common shares | 45,182 | 45,182 | 31,621 | ||||||||||||||
Common stock equivalents shares | 5,350,009 | 5,350,009 | 4,175,164 | ||||||||||||||
Accrued dividend | $ 813,285 | $ 813,285 | $ 569,181 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Preferred stock, shares issued | 712,126 | 712,126 | 757,770 | ||||||||||||||
Preferred stock, liquidation preference | $ 2,600,000 | $ 2,600,000 | $ 2,600,000 | ||||||||||||||
Preferred Stock, Shares Outstanding | 712,126 | 712,126 | 757,770 | ||||||||||||||
Accrete dividend | $ 2.7451 | $ 0.84 | $ 0.84 | ||||||||||||||
Additional deemed dividend | $ 0.5699 | ||||||||||||||||
Common stock shares reserved for future issuance, Value | $ 59,344 | $ 59,344 | $ 63,148 | ||||||||||||||
Accrued dividend | 657,299 | 657,299 | 556,390 | ||||||||||||||
Additional common share | 19,954 | 19,954 | 16,890 | ||||||||||||||
Total deemed dividends | $ 10,000 | $ 10,000 | 28,000 | $ 28,000 | |||||||||||||
Series A Preferred Stock [Member] | Holder [Member] | |||||||||||||||||
Convertible preferred stock, shares converted | 16,689 | 17,080 | 11,875 | 28,107 | 27,747 | ||||||||||||
Common stock, shares issued, conversion of preferred stock | 1,846 | 1,847 | 1,255 | 2,922 | 2,782 | ||||||||||||
Series B Preferred Stock [Member] | Warrants [Member] | |||||||||||||||||
Proceeds from issuance of warrants | 4,000,000 | ||||||||||||||||
Remaining value of warrant | 300,000 | ||||||||||||||||
Allocated amount | $ 3,700,000 | ||||||||||||||||
Series B Preferred Stock [Member] | General International Holdings, Inc [Member] | |||||||||||||||||
Class of Warrant or Right, Outstanding | 55,555 | ||||||||||||||||
Common stock exercise price | $ 22.50 | ||||||||||||||||
Rate of dividend payable in kind | 7.00% | ||||||||||||||||
Price per share | $ 1.50 | $ 28.08 | $ 28.08 | ||||||||||||||
Conversion price | $ 18 | ||||||||||||||||
Proceeds from issuance of warrants | $ 4,000,000 | ||||||||||||||||
Retainer payment | $ 15,000 | ||||||||||||||||
Liquidation preference per share | $ 1.50 | ||||||||||||||||
Securities Purchase Agreement [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Common stock, shares, outstanding | 255,000 | ||||||||||||||||
Common stock, conversion basis | The Series A Preferred Stock was initially convertible into 1,020,000 shares of common stock (now convertible into 85,000 common shares when adjusted for the one-for-twelve reverse stock split on October 21, 2019). | ||||||||||||||||
Preferred stock convertible amount | $ 3,400,000 | ||||||||||||||||
Fair value per share | $ 39.78 | ||||||||||||||||
Common stock shares reserved for future issuance, Value | $ 2,800,000 | ||||||||||||||||
Preferred stock, shares issued | 1,020,000 | ||||||||||||||||
Rate of dividend payable in kind | 7.00% | ||||||||||||||||
Price per share | $ 2.75 | ||||||||||||||||
Number of shares reserved for future issuance | 1,020,000 | ||||||||||||||||
Average market price of common stock | $ 39.78 | ||||||||||||||||
Preferred stock, liquidation preference per share | 2.7451 | ||||||||||||||||
Conversion price | 32.94 | ||||||||||||||||
Securities Purchase Agreement [Member] | Series B Preferred Stock [Member] | Preferred Stock Equity Offerings [Member] | |||||||||||||||||
Fair value per share | 3.315 | 2.34 | $ 2.34 | ||||||||||||||
Conversion price | $ 2.7451 | $ 1.50 | $ 1.50 | ||||||||||||||
Reverse stock split | One-for-twelve reverse stock split on October 21, 2019 | ||||||||||||||||
Preferred stock, liquidation preference | $ 4,800,000 | $ 4,800,000 | $ 4,600,000 | ||||||||||||||
Preferred Stock, Shares Outstanding | 2,666,667 | 2,666,667 | 2,666,667 | ||||||||||||||
Accumulated dividend | $ 800,000 | $ 800,000 | $ 600,000 | ||||||||||||||
2020 Equity Incentive Plan [Member] | |||||||||||||||||
Common stock, shares authorized | 350,000 | ||||||||||||||||
2019 and 2018 ATM Agreement [Member] | |||||||||||||||||
Sale of stock, number of shares | 115,527 | 508,063 | |||||||||||||||
Proceeds from issuance of shares | $ 800,000 | $ 3,800,000 | |||||||||||||||
2019 ATM Agreement [Member] | |||||||||||||||||
Sale of stock, number of shares | 600,000 | 1,100,000 | |||||||||||||||
Proceeds from issuance of shares | $ 2,500,000 | $ 5,100,000 | |||||||||||||||
New Atm Agreement [Member] | |||||||||||||||||
Aggregate offering price | $ 13,500,000 | ||||||||||||||||
2015 Equity Incentive Plan [Member] | |||||||||||||||||
Common stock, shares authorized | 50,000 | ||||||||||||||||
Common stock, shares authorized increased | 241,667 | 116,667 | |||||||||||||||
Investment Bank [Member] | |||||||||||||||||
Common shares issued under incentive plan | 525,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 23 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Investment | $ 0 | $ 3,540,000 | ||
Enfission LLC [Member] | ||||
Investment | $ 9,200,000 | |||
Related Party Transactions [Member] | ||||
Other receivable from joint venture | $ 400,000 | |||
Research and development consulting services | $ 200,000 | 900,000 | ||
Total administrative consulting services | 100,000 | 300,000 | ||
Reduction of research and development expenses | 50,000 | 150,000 | ||
Reduction of general and administrative expenses | 50,000 | 150,000 | ||
Total reduction charges | $ 100,000 | $ 300,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Nov. 05, 2020 | Oct. 28, 2020 | Oct. 09, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | |
Common stock, shares granted | 7,634 | ||||
Subsequent Event [Member] | |||||
No. of directors to which common shares granted | 4 | ||||
Common stock, shares granted | 21,200 | ||||
Restricted stock granted to related party | 243,800 | ||||
2019 ATM Agreement [Member] | |||||
Common stock value sold | $ 12,000,000 | ||||
Aggregate amount issuable/saleable under agreement | 13,500,000 | ||||
Proceeds from issuance of shares | $ 2,500,000 | $ 5,100,000 | |||
Sale of stock, number of shares | 600,000 | 1,100,000 | |||
2019 ATM Agreement [Member] | Subsequent Event [Member] | |||||
Aggregate amount issuable/saleable under agreement | $ 14,700,000 | ||||
Additional value of common stock registered due to change in offering under agreement | $ 1,200,000 | ||||
Proceeds from issuance of shares | $ 4,700,000 | ||||
Sale of stock, number of shares | 1,200,000 |