Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 24, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | LIGHTBRIDGE Corp | ||
Entity Central Index Key | 0001084554 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Common Stock Shares Outstanding | 6,570,110 | ||
Entity Public Float | $ 17,012,314 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 21,531,665 | $ 17,958,989 |
Other receivable from joint venture | 0 | 400,000 |
Prepaid expenses and other current assets | 172,460 | 47,371 |
Total Current Assets | 21,704,125 | 18,406,360 |
Other Assets | ||
Patents and trademarks, net | 85,562 | 1,144,888 |
Total Assets | 21,789,687 | 19,551,248 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 382,130 | 350,299 |
Accrued legal settlement costs | 4,200,000 | 0 |
Total Current Liabilities | 4,582,130 | 350,299 |
Commitments and contingencies - Note 7 | 0 | 0 |
Stockholders' Equity | ||
Preferred stock, $0.001 par value, 10,000,000 authorized shares | 0 | 0 |
Common stock, $0.001 par value, 8,333,333 authorized, 6,567,110 shares and 3,252,371 shares issued and outstanding at December 31, 2020 and 2019, respectively | 6,567 | 3,252 |
Additional paid-in capital | 146,353,232 | 133,932,615 |
Accumulated deficit | (129,155,608) | (114,738,342) |
Total Stockholders' Equity | 17,207,557 | 19,200,949 |
Total Liabilities and Stockholders' Equity | 21,789,687 | 19,551,248 |
Convertible Series A Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, $0.001 par value, 10,000,000 authorized shares | 699 | 757 |
Convertible Series B Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, $0.001 par value, 10,000,000 authorized shares | $ 2,667 | $ 2,667 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 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 | 6,567,110 | 3,252,371 |
Common stock, shares outstanding | 6,567,110 | 3,252,371 |
Convertible Series A Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares issued | 699,878 | 757,770 |
Preferred stock, shares outstanding | 699,878 | 757,770 |
Preferred stock, liquidation preference value | $ 2,613,025 | $ 2,636,764 |
Convertible Series B Preferred Stock [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 | $ 4,897,517 | $ 4,569,180 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 0 | $ 0 |
Operating Expenses | ||
General and administrative | 8,312,583 | 5,787,092 |
Research and development | 891,626 | 2,676,156 |
Legal settlement costs | 4,200,000 | 0 |
Patent write-off and impairment loss | 1,169,644 | 0 |
Total Operating Expenses | 14,573,853 | 8,463,248 |
Other Operating Income and (Loss) | ||
Grant income | 72,709 | 0 |
Other income from joint venture | 0 | 715,126 |
Equity in loss from joint venture | 0 | (3,321,737) |
Total Other Operating Income and (Loss) | 72,709 | (2,606,611) |
Total Operating Loss | (14,501,144) | (11,069,859) |
Other Income | ||
Interest income | 83,878 | 393,112 |
Total Other Income | 83,878 | 393,112 |
Net Loss Before Income Taxes | (14,417,266) | (10,676,747) |
Income Taxes | 0 | 0 |
Net Loss | (14,417,266) | (10,676,747) |
Accumulated Preferred Stock Dividend | (512,953) | (490,117) |
Deemed additional dividend on preferred stock dividend due to the beneficial conversion feature | (222,196) | (209,698) |
Net Loss Attributable to Common Shareholders | $ (15,152,415) | $ (11,376,562) |
Net Loss Per Common Share Basic and Diluted | $ (3.59) | $ (3.66) |
Weighted Average Number of Common Shares Outstanding | 4,216,568 | 3,107,580 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities | ||
Net Loss | $ (14,417,266) | $ (10,676,747) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||
Common stock issued for services and stock-based compensation | 70,341 | 822,820 |
Patent write-off and impairment loss | 1,169,644 | 0 |
Amortization of patents | 100,117 | 89,623 |
Equity in loss from joint venture | 0 | 3,321,737 |
Changes in operating working capital items | ||
Other receivable from joint venture | 400,000 | (306,747) |
Prepaid expenses and other current assets | (125,089) | (10,626) |
Accounts payable and accrued liabilities | 31,831 | 92,243 |
Accrued legal settlement costs | 4,200,000 | 0 |
Net Cash Used in Operating Activities | (8,570,421) | (6,667,697) |
Investing Activities | ||
Investment in joint venture | 0 | (3,540,000) |
Patents and trademarks | (210,436) | (221,063) |
Net Cash Used in Investing Activities | (210,436) | (3,761,063) |
Financing Activities | ||
Net proceeds from the issuance of common stock and exercise of stock options | 12,353,533 | 3,750,454 |
Net Cash Provided by Financing Activities | 12,353,533 | 3,750,454 |
Net Increase (Decrease) in Cash and Cash Equivalents | 3,572,676 | (6,678,306) |
Cash and Cash Equivalents, Beginning of Year | 17,958,989 | 24,637,295 |
Cash and Cash Equivalents, End of Year | 21,531,665 | 17,958,989 |
Supplemental Disclosure of Cash Flow Information | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Non-Cash Financing Activities: | ||
Accumulated preferred stock dividend | 735,149 | 699,815 |
Conversion of Series A convertible preferred stock and payment of paid-in-kind dividends to common stock | 49,885 | 187,890 |
Common stock issued for services | $ 17,000 | $ 0 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY - USD ($) | Total | Series A, Preferred Stock | Series B, Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2018 | 813,624 | 2,666,667 | 2,738,508 | |||
Balance, amount at Dec. 31, 2018 | $ 25,304,422 | $ 813 | $ 2,667 | $ 2,738 | $ 129,359,799 | $ (104,061,595) |
Conversion of Preferred Stock to Common Stock, shares | (55,854) | 5,800 | ||||
Conversion of Preferred Stock to Common Stock, amount | 0 | $ (56) | $ 0 | $ 6 | 50 | 0 |
Common stock issued - registered offerings - net of offering costs, shares | 508,063 | |||||
Common stock issued - registered offerings - net of offering costs, amount | 3,750,454 | $ 0 | $ 0 | $ 508 | 3,749,946 | 0 |
Stock-based compensation | 822,820 | 0 | 0 | 0 | 822,820 | 0 |
Net loss | (10,676,747) | $ 0 | $ 0 | $ 0 | 0 | (10,676,747) |
Balance, shares at Dec. 31, 2019 | 757,770 | 2,666,667 | 3,252,371 | |||
Balance, amount at Dec. 31, 2019 | 19,200,949 | $ 757 | $ 2,667 | $ 3,252 | 133,932,615 | (114,738,342) |
Conversion of Preferred Stock to Common Stock, shares | (57,892) | 6,327 | ||||
Conversion of Preferred Stock to Common Stock, amount | 0 | $ (58) | $ 0 | $ 6 | 52 | 0 |
Common stock issued - registered offerings - net of offering costs, shares | 3,304,412 | |||||
Common stock issued - registered offerings - net of offering costs, amount | 12,353,533 | $ 0 | $ 0 | $ 3,305 | 12,350,228 | 0 |
Stock-based compensation | 53,341 | 0 | 0 | 0 | 53,341 | |
Net loss | (14,417,266) | $ 0 | $ 0 | $ 0 | 0 | (14,417,266) |
Common stock issued for services, shares | 4,000 | |||||
Common stock issued for services, amount | 17,000 | $ 0 | $ 0 | $ 4 | 16,996 | 0 |
Balance, shares at Dec. 31, 2020 | 699,878 | 2,666,667 | 6,567,110 | |||
Balance, amount at Dec. 31, 2020 | $ 17,207,557 | $ 699 | $ 2,667 | $ 6,567 | $ 146,353,232 | $ (129,155,608) |
Basis of Presentation Summary o
Basis of Presentation Summary of Significant Accounting Policies and Nature of Operations | 12 Months Ended |
Dec. 31, 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 | 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 (subsequently and collectively referred to as “we” or the “Company”). 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. Basis of presentation Going Concern, Liquidity and Management’s Plan While the Company’s cash at December 31, 2020 exceeds its currently budgeted expenditures through the first quarter of 2022, there are inherent uncertainties in forecasting future expenditures, especially forecasting for uncertainties such as future R&D costs and how COVID-19 may affect future costs and operations. Also, the cash requirements of the Company’s future planned operations to commercialize its nuclear fuel, including any additional expenditures that may result from unexpected developments, requires it to raise significant additional capital including receiving government support. The Company will need to seek its shareholders’ approval in 2021 to increase the number of its authorized common shares for future equity financings, in order for the Company to continue to fund its future operations. Taking into account these uncertainties as well as the updated projected fuel development timeline of 15-20 years to commercialization, projected operational costs to keep the fuel development project on schedule and the various risks of developing and commercializing its nuclear fuel, these factors raise 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 any uncertainties reduce the Company’s liquidity for the next 12 months, the Company will consider, if available, additional debt or equity raises and delaying certain expenditures, including delaying research and development expenses, until sufficient capital becomes available. At December 31, 2020, the Company had approximately $21.5 million in cash and had a working capital surplus of approximately $17.1 million. The Company’s net cash used in operating activities for the year ended December 31, 2020 was approximately $8.6 million, and current projections indicate that the Company will have continued negative cash flows from operations until the commercialization of its nuclear fuel. Net losses incurred for the years ended December 31, 2020 and 2019 amounted to approximately $(14.4) million, $(10.7) million, respectively. As of December 31, 2020, the Company has an accumulated deficit of approximately $129.2 million, representative of recurring losses since inception. The Company has incurred recurring losses since inception and it will continue to incur losses because it is in the early development stage of commercializing its nuclear fuel. The Company’s plans to fund future operations including: (1) raising additional capital through future equity issuances or convertible 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 future registration statements. The current Form S-3 was filed with the SEC on March 15, 2018 and declared effective on March 23, 2018, and will expire on March 23, 2021. There can be no assurance as to the future availability of filing a Form S-3 or raising future equity capital or terms upon which financing and capital might become available. If the Company is unable to raise additional capital on terms acceptable to the Company and on a timely basis, the Company will be required to wind-down its operations. To the extent additional capital is raised through the sale of equity or convertible debt securities, such securities may be sold at a discount from the market price of the Company's common stock. The issuance of these securities could also result in significant dilution to the Company's stockholders, depending on the terms of the transaction. The Company’s future liquidity needs to develop its nuclear fuel are long-term, and the ability to address those needs, and the ability to raise capital will largely be determined by the success of the development of its nuclear fuel, key nuclear development and government regulatory events, and its business decisions in the future. Equity Method Investment – Enfission, LLC 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 consolidated balance sheets and 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 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 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 for the year ended December 31, 2020 and at December 31, 2019. No amounts related to the equity method investment in Enfission have been recorded on the consolidated balance sheets or the consolidated statements of operations for the year ended December 31, 2020 and a $3.3 million loss on this equity method investment was recorded on the consolidated statements of operations for the year ended December 31, 2019. Basis of Consolidation These 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 4. 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. Enfission’s operations was inactive for the year ended December 31, 2020 and at December 31, 2019. Enfission was dissolved on March 23, 2021. The Company will withdraw its petition for judicial dissolution of Enfission on file with the Court of Chancery of the State of Delaware. Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. We report our results in a single reportable segment, which reflects how our chief operating decision maker allocates resources considering our core data which is managed centrally on a company-wide basis, and evaluates our financial results. Because we have a single reportable segment, all required financial segment information can be found directly in the Consolidated Financial Statements. We evaluate the performance of our reporting segment based on operating expenses and will evaluate additional segment disclosure requirements as it expands its operation. Use of Estimates and Assumptions The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant Estimates These accompanying consolidated financial statements include some amounts that are based on management’s best estimates and assumptions. The most significant estimates relate to its patent impairment evaluation and undiscounted and discounted cash flow projections used for the impairment testing of its patents, valuation of stock grants and stock options, the valuation allowance on deferred tax assets, and contingent liabilities. It is reasonably possible that these above-mentioned estimates and others may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods. It is also reasonably possible that the actual grant date value of the stock options vested might have been materially different than the estimated value. Fair Value of Financial Instruments The Company’s consolidated financial instruments consist principally of cash and cash equivalents, accounts receivable, and accounts payable. The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. Certain Risks, Uncertainties and Concentrations The Company will need additional funding by way of a combination of strategic alliances, government grants, further offerings of equity securities, or an offering of debt securities in order to support its future research and development activities required to further enhance and complete the development of its fuel products to a proof of concept and a commercial stage. The Company participates in a government-regulated industry. The operating results are affected by a wide variety of factors including decreases in the use or public favor of nuclear power, the ability of the Company’s technology to safeguard the production of nuclear power, the ability to receive the required approval from the nuclear regulatory commission for utilities to use its fuel and the ability to safeguard the Company’s patents and intellectual property from competitors. Due to these factors, the Company may experience substantial period-to-period fluctuations in its future operating results. Potentially, a loss of key officer, key management, and other personnel could impair its ability to successfully execute its business strategy, particularly when these individuals have acquired specialized knowledge and skills with respect to nuclear power and how it relates to the Company’s nuclear fuel. There can be no assurance that the Company will be able to successfully continue to conduct its operations if there is a lack of financial resources in the future to continue its fuel development, and a failure to do so would have a material adverse effect on the Company’s future 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, contingent liabilities, potential competition with other nuclear fuel developers, including those entities developing accident tolerant fuels, changes in government regulations, support for nuclear power, changes in accounting and taxation standards, inability to achieve overall long-term goals, future impairment charges to its assets, and global or regional catastrophic events. The Company may also 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 the Company’s ability to conduct research and development activities with the United States national labs and others. The COVID-19 pandemic has impacted business operations and results of operations for 2020, resulting in the reduction of research and development expenses and increase in general and administrative expenses due to severance payments to former employees. While the Company continues to monitor the impact of COVID-19 on its business, the Company is unable to accurately predict the ultimate impact on the 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. The CARES Act did not have an impact 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 December 31, 2020 and 2019, respectively. The remaining $8.5 million and $9.0 million at December 31, 2020 and 2019, respectively, are on deposit with one notable financial institution. Total cash and cash equivalents held, as reported on the accompanying consolidated balance sheets, totaled approximately $21.5 million and $18.0 million at December 31, 2020 and 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 $0.1 million for the year ended December 31, 2020. There was no grant income recognized in 2019. Patents and Trademarks Costs Patents Patents are stated on the accompanying consolidated balance sheets at cost. Costs, such as filing fees with patent granting agencies and legal fees directly relating to those filings, incurred to file patent applications are capitalized when the Company believes that there is a high likelihood that the patent will be issued and there will be future economic benefit associated with the patent. These costs are amortized from the date of the patent application on a straight-line basis over the estimated useful life of 20 years, which is the legal life of the patent. All costs associated with abandoned patent applications are expensed. The Company expenses patent annuity fees as these fees are maintenance fees required by the patent office at certain points in time after a patent is granted in order to keep the patent legal rights in force. During the years ended December 31, 2020 and 2019, these patent annuity fees were insignificant. As of December 31, 2020, and 2019, the carrying value of the patents was $0 and approximately $1.0 million, respectively. Amortization expense for the years ended December 31, 2020 and 2019, was approximately $0.1 million, respectively. The Company anticipates future patent costs to be expensed in future periods, which is due to the uncertainties in the current fuel development timelines and the patents being commercialized. Trademarks Costs for filing and legal fees for trademark applications are capitalized. Trademarks are considered intangible assets with an indefinite useful life and therefore should not be amortized. The Company performed an impairment test in the fourth quarter of 2020 and 2019 and no impairment of the trademarks was identified. As of December 31, 2020 and 2019, the carrying value of trademarks was approximately $0.1 million. Impairment of long-lived assets - Patents The Company reviews the carrying value of its capitalized patent costs for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Undiscounted cash flows are compared to the carrying value of the asset to determine if the assets are recoverable. If the asset fails the recoverability test, the Company determines the fair value of the asset using discounted cash flows to measure any impairment loss. The determination of anticipated undiscounted cash flows is inherently subjective, requiring significant management assumptions and estimates related to future revenues, operating expense, research and development expenses and timing of commercialization. During the years ended December 31, 2020 and 2019, the Company has recorded an impairment loss on its patents of approximately $1.1 million and $0, respectively. See Note 5, for additional information about impairment charges recorded for the year ended December 31, 2020. Research, Development and Related Expenses These costs are charged to operations in the years incurred and are shown on a separate line on the accompanying consolidated statements of operations. Leases In 2019, the Company adopted ASU 2016-02, Leases (Topic 842), which requires recognition of most lease arrangements on the balance sheet. The Company recognizes operating lease right of use assets and liabilities at commencement date based on the present value of the future minimum lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet in accordance with the short-term lease recognition exemption. The Company applies the practical expedient to non-separate and non-lease components for all leases that qualify. Lease expense is recognized on a straight-line basis over the lease term. The Company has only one lease for office rent and the lease is for a term of 12 months without renewal options. See Note 7 for additional information. Beneficial Conversion Feature of Convertible Preferred Stock The Company accounts for the beneficial conversion feature on its convertible preferred stock in accordance with ASC 470-20, Debt with Conversion and Other Options. The Beneficial Conversion Feature (“BCF”) of convertible preferred stock is normally characterized as the convertible portion or feature that provides a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of convertible preferred stock when issued. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. To determine the effective conversion price, the Company first allocates the proceeds received to the convertible preferred stock and then uses those allocated proceeds to determine the effective conversion price. If the convertible instrument is issued in a basket transaction (i.e. issued along with other freestanding financial instruments), the proceeds should first be allocated to the various instruments in the basket. The intrinsic value of the conversion option should be measured using the effective conversion price for the convertible preferred stock on the proceeds allocated to that instrument. The effective conversion price represents proceeds allocable to the convertible preferred stock divided by the number of shares into which it is convertible. The effective conversion price is then compared to the per share fair value of the underlying common shares on the commitment date. The accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid-in capital, resulting in a discount on the convertible preferred stock. This discount should be accreted from the date on which the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date. The intrinsic value of the BCF is recognized as a deemed dividend on convertible preferred stock over a period specified in the guidance. In the case of both the Series A and Series B preferred shares, the holders of the shares had the right to convert beginning at the date of issuance with the result that the accretion of the related BCF was recognized immediately at issuance. When the Company’s preferred stock has dividends that are paid-in-kind (“PIK”) (i.e. the holder is paid in additional shares or liquidation/dividend rights), and either (1) neither the Company nor the holder has the option for the dividend to be paid in cash, or (2) the PIK amounts do not accrue to the holder if the instrument is converted prior to the PIK amount otherwise being accrued or due, additional BCF is recognized as dividends accrue to the extent that the per share fair value of the underlying common shares at the commitment date exceeds the conversion price. Common Stock Warrants The Company accounts for common stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Common stock warrants are accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging if the stock warrants contain terms that could potentially require “net cash settlement” and therefore, do not meet the scope exception for treatment as a derivative. Warrant instruments that could potentially require “net cash settlement” in the absence of explicit language precluding such settlement are initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. Commitments and Contingencies The Company follows Subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. The Company’s legal costs associated with contingent liabilities are recorded to expense as incurred. Stock-Based Compensation The stock-based compensation expense incurred by Lightbridge for employees and directors in connection with its equity incentive plan is based on the employee model of ASC 718, and the fair value of the options is measured at the grant date. Under ASC 718 employee is defined as, “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. Tax Regulations.” Our consultants do not meet the employer employee relationship as defined by the IRS and therefore were accounted for under ASC 505-50. On July 1, 2018, the Company adopted ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Beginning with the adoption of ASU 2018-07 options granted to our consultants are accounted for in the same manner as options issued to employees. Awards with service-based vesting conditions only – Expense recognized on a straight-line basis over the requisite service period of the award. Awards with performance-based vesting conditions – Expense is not recognized until it is determined that it is probable the performance-based conditions will be met. When achievement of a performance-based condition is probable, a catch-up of expense will be recorded as if the award had been vesting on a straight-line basis from the award date. The award will continue to be expensed on a straight-line over the requisite service period basis until a higher performance-based condition is met, if applicable. Awards with market-based vesting conditions – Expense recognized on a straight-line basis over the requisite service period, which is the lesser of the derived service period or the explicit service period if one is present. However, if the market condition is satisfied prior to the end of the requisite service period, the Company will accelerate all remaining expense to be recognized. Awards with both performance-based and market-based vesting conditions – if an award vesting or exercisability is conditional upon the achievement of either a market condition or performance or service conditions, the requisite service period is generally the shortest of the explicit, implicit, and derived service period. The Company has elected to use the Black-Scholes pricing model to determine the fair value of stock options on the measurement date of the grant for service-based vesting conditions and the Monte-Carlo valuation method for performance-based or market-based vesting conditions. Shares that are issued to officers on the exercise dates of their stock options may be issued net of the minimum statutory withholding requirements to be paid by us on behalf of our employees. As a result, the actual number of shares issued will be fewer than the actual number of shares exercised under the stock option. Recently Adopted Accounting Pronouncements ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement Recent Accounting Pronouncements – To Be Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Revision and Correction of an I
Revision and Correction of an Immaterial Error in Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Revision and Correction of an Immaterial Error in Previously Issued Financial Statements | |
Note 2. Revision and Correction of an Immaterial Error in Previously Issued Financial Statements | During the year ended December 31, 2020, we identified an error related to the amortization of our capitalized patent costs. In our prior financial statements through September 30, 2020, we did not record any amortization expense relating to our capitalized patent costs since we deemed them as not being placed in service. Subsequently, we concluded that the patents have provided us with an economic benefit (i.e. legal protection rights) and accordingly should have amortized our capitalized patents costs starting from the patents’ application dates, over a 20-year period, which is generally the legal life of each new patent filing. This revision in accounting policy results in an amortization of the capitalized patent costs, as shown below for the year ended December 31, 2019. In accordance with ASC 250, Accounting Changes and Error Corrections Year Ended December 31, 2019 As Previously Adjustment As Revised Consolidated Statement of Operations Data: General and Administrative – Patent Amortization $ 5,697,469 89,623 $ 5,787,092 Total Operating Expenses 8,373,625 89,623 8,463,248 Loss from operations before income taxes (10,587,124 ) (89,623 ) (10,676,747 ) Net loss (10,587,124 ) (89,623 ) (10,676,747 ) Net loss attributable to common shareholders (11,286,939 ) (89,623 ) (11,376,562 ) Net loss per share, basic and diluted (3.63 ) (0.03 ) (3.66 ) Number of weighted shares 3,107,580 — 3,107,580 As of December 31, 2019 As Previously Adjustment As Revised Consolidated Balance Sheet Data: Patents and trademarks, net $ 1,798,484 (653,596 ) $ 1,144,888 Total Assets 20,204,844 (653,596 ) 19,551,248 Accumulated deficit (114,084,746 ) (653,596 ) (114,738,342 ) Total stockholders’ equity 19,854,545 (653,596 ) 19,200,949 Year Ended December 31, 2019 As Previously Adjustment As Revised Consolidated Cash Flows Operating Activities Data: Net loss $ (10,587,124 ) (89,623 ) $ (10,676,747 ) Amortization of Patents — 89,623 89,623 The correction of these immaterial errors totaled approximately $61,000 and $90,000 for the nine months ended September 30, 2020 and for the year-ended December 31, 2019, respectively. The effect of this correction on the Company’s prior interim quarterly unaudited financial statements for 2020 and 2019 was immaterial. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Net Loss Per Share | |
Note 3. 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 10. Stockholders’ Equity and Stock-Based Compensation). The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period, unless including the effects of these potentially dilutive securities would be anti-dilutive. The following table sets forth the computation of the basic and diluted loss per share (rounded in millions except shares outstanding and per share amounts): 2020 2019 Basic Revised Numerator: Net loss attributable to common stockholders $ (15.2 ) $ (11.4 ) Denominator: Weighted-average common shares outstanding 4,216,568 3,107,580 Basic net loss per share $ (3.59 ) $ (3.66 ) Diluted Numerator: Net loss attributable to common stockholders, basic $ (15.2 ) $ (11.4 ) Effect of dilutive securities — — Net loss, diluted $ (15.2 ) $ (11.4 ) Denominator: Weighted average common shares outstanding - basic 4,216,568 3,107,580 Potential common share issuances: Incremental dilutive shares from equity instruments (treasury stock method) — — Weighted-average common shares outstanding 4,216,568 3,107,580 Diluted net loss per share $ (3.59 ) $ (3.66 ) The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses for the years ended December 31, 2020 and 2019: Years Ended December 31, 2020 2019 Warrants outstanding 70,361 70,361 Stock options outstanding 515,847 518,551 RSUs outstanding 243,800 - Series A convertible preferred stock to common shares 79,304 80,038 Series B convertible preferred stock to common shares 272,084 253,843 Total 1,181,396 922,793 |
Investment in Joint Venture (In
Investment in Joint Venture (Investee Losses in Excess of Investment) | 12 Months Ended |
Dec. 31, 2020 | |
Investment in Joint Venture (Investee Losses in Excess of Investment) | |
Note 4. Investment in Joint Venture (Investee Losses in Excess of Investment) | Current Status of the Joint Venture 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 was advisable and in the best interest of the Company and its shareholders to take the necessary steps to dissolve Enfission. On February 11, 2021, Lightbridge and Framatome reached a settlement agreement. (See Note 12. Subsequent Events for settlement agreement with Framatome.) Enfission was inactive as of December 31, 2019 and for the year ended December 31, 2020 and was dissolved on March 23, 2021. 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 is accounted for under the equity method consisted of the following as of December 31, 2020 and 2019 (rounded in millions): December 31, December 31, 2020 2019 Enfission, LLC Ownership Interest 50 % 50 % Carrying Amount Total cumulative contributions $ 9.2 $ 9.2 Less: Share of the loss in investment in Enfission (9.2 ) (9.2 ) Equity losses in excess of investment $ — $ — 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 December 31, 2020. 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 year ended December 31, 2020. As of December 31, 2020, 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 stated 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 2021 nor for the foreseeable future until Enfission is dissolved. Enfission was inactive and not significant for 2020 and, therefore, no summarized balance sheet and summarized income statement information is required to be presented. Summarized balance sheet information for the Company’s equity method investee, Enfission, as of December 31, 2019 is presented in the following table (rounded in millions): December 31, 2019 Assets Cash $ 1.0 Total assets $ 1.0 Liabilities and equity Total liabilities $ 2.1 Equity (1.1 ) Total liabilities and equity $ 1.0 Summarized statement of operations information for the Company’s equity method investee, Enfission, for the year ended December 31, 2019 is presented in the following table (rounded in millions): For the year ended December 31, 2019 Revenues $ — Research and development expenses 4.2 General and administrative expenses 1.3 Total Operating Loss $ 5.5 Loss from operations $ 5.5 Net loss $ 5.5 As of December 31, 2020 and 2019, the total receivable due from Enfission was $0 and approximately $0.4 million, respectively, which represents management and administrative services, consulting fees and reimbursable expenses Lightbridge charged to Enfission in 2019 (see Note 11. Related Party Transactions). Lightbridge did not bill any management and administrative services, consulting fees or other services to Enfission for the year ended December 31, 2020, as Enfission’s operations were inactive during this reporting period. Disputed Framatome Invoices Included in the total liabilities of Enfission of $2.1 million at December 31, 2019, are disputed invoices totaling $1.3 million for research and development work submitted by Framatome in 2019. No amounts related to the equity method investment in Enfission have been recorded on the consolidated statements of operations for the year ended December 31, 2020. On February 11, 2021, Lightbridge and Framatome reached a settlement agreement in which the Company agreed to pay approximately $4.2 million primarily for these past-due disputed invoices and other related costs. The Settlement Agreement resolved all disputes between the companies and terminated all agreements pertaining to the joint venture. See Note 12. Subsequent Events for the settlement agreement terms and payment to Framatome and the dissolution of Enfission. |
Patents and Trademarks, net
Patents and Trademarks, net | 12 Months Ended |
Dec. 31, 2020 | |
Patents and Trademarks, net | |
Note 5. Patents and Trademarks, net | Patents and Trademarks, net, net consisted of the following (rounded in millions): December 31, December 31, 2020 2019 Patents $ — $ 1.6 Trademarks 0.1 0.1 0.1 1.7 Accumulated amortization — (0.6 ) Total $ 0.1 $ 1.1 The Company revised the patent amortization expense by recording a cumulative adjustment to accumulated amortization of $0.6 million as of January 1, 2019 (see Note 2. Revision and Correction of an Immaterial Error in Previously Issued Financial Statements). For the years ended December 31, 2020 and 2019, the Company capitalized approximately $0.2 million each year, for patent filing costs and related legal fees. Amortization expense was approximately $0.1 million for the years ended December 31, 2020 and 2019, respectively. The Company considered the fourth quarter 2019 deterioration of the Company’s relationship with Framatome, its joint venture partner in Enfission, (See Notes 1, 4, 7 and 12) to be a triggering event for the assessment of possible impairment of its patent assets. The Company performed an impairment test in the fourth quarter of 2019 and no impairment of the patent assets was identified. During 2020, as discussed in Note 8, the Company began a program to support the development of its fuel in collaboration with Idaho National Laboratory (INL) with funding in the form of a voucher from the U.S. Department of Energy (DOE) Gateway for Accelerated Innovation in Nuclear (GAIN) program. In the fourth quarter of 2020, the Company received information that cutbacks in government funding for certain types of nuclear research is expected and the INL research facilities will only be available on a limited basis. The INL notified the Company that the advanced test reactor would not be available to conduct critical experiments and that the INL laboratories now have limited research capabilities which extended fuel development timelines to 15-20 years, which is beyond the remaining legal lives of the patents. These recent developments regarding future potential DOE funding and INL research facility limitations have caused significant delays in the projected timelines for development and commercialization of the Company’s fuel, which constitutes impairment indicators of the Company’s patent costs. The extended timelines for the development and commercialization of the Company’s fuel results in the reduced prospects of the existing patents providing the necessary legal protection from competitors over the remaining average legal lives of the patent portfolio, as well as the utilization of the Company’s patents in obtaining substantial research grant funding. The Company performed an impairment analysis and determined that the carrying value of the patents were not recoverable. Using both the income approach and the cost approach, the patent costs were determined to have a fair value of $0 as of December 31, 2020. As a result, the Company recognized a total impairment charge of $1.1 million in the fourth quarter of 2020, which is included in operating expenses in the accompanying consolidated statement of operations. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accrued Liabilities | |
Note 6. Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following (rounded in millions): December 31, December 31, 2020 2019 Trade payables $ 0.2 $ 0.3 Accrued expenses 0.2 0.1 Total $ 0.4 $ 0.4 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies | |
Note 7. Commitments and Contingencies | Commitments Operating Leases The Company leases office space for a 12-month term with a monthly payment of approximately $10,000 per month for office rent. The Company entered into a new lease on January 1, 2021 through December 31, 2021. The future minimum lease payments required under the non-cancellable operating leases for 2021 total approximately $0.1 million. Total rent expense for the years ended December 31, 2020 and 2019 was $0.1 million. Contingency 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. The motion for summary judgement was denied on September 30, 2020. As of December 31, 2020 and 2019, legal fees of approximately $13,000 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 had 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 had filed a request for arbitration (the “Arbitration Request”) in the International Court of Arbitration of the International Chamber of Commerce against Framatome. The Company undertook this action in order to obtain, inter alia, a declaration that the RDSA was validly terminated and was 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 had 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. On January 17, 2021, the Company filed a petition for judicial dissolution of Enfission in the Court of Chancery of the State of Delaware, requesting that the Court enter an order dissolving Enfission and directing that the business and affairs of Enfission be wound up, among other things. The Company’s Board of Directors and management determined in November 2019 that it was advisable and in the best interest of the Company and its shareholders to take the necessary steps to dissolve Enfission. Enfission has been inactive for over a year and was dissolved on March 23, 2021. The Company will withdraw its petition for judicial dissolution of Enfission on file with the Court of Chancery of the State of Delaware. On February 11, 2021, Lightbridge and Framatome reached a settlement agreement. See Note 12. Subsequent Events, regarding the settlement of these disputes and accrued legal settlement costs. |
Research and Development Costs
Research and Development Costs | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development Costs | |
Note 8. Research and Development Costs | Lightbridge’s total corporate research and development costs, included in the caption research and development expenses in the accompanying consolidated statement of operations, amounted to approximately $0.9 million and $2.7 million for the years ended December 31, 2020 and 2019, respectively. See Note 11. 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 year ended December 31, 2020, approximately $73,000 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 consolidated statement of operations and the corresponding amount as research and development expenses. No work was completed by INL for the year ended December 31, 2019. The Company completed a contract extension for the INL GAIN voucher in January 2021. The period of performance now runs through September 30, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Note 9. Income Taxes | The 2020 and 2019 annual effective tax rate is estimated to be a combined 25% for the combined US federal and state statutory tax rates. The Company reviews tax uncertainties in light of changing facts and circumstances and adjust them accordingly. As of December 31, 2020 and 2019, there were no tax contingencies or unrecognized tax positions recorded. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting, and the amounts recognized for income tax purposes. The significant components of deferred tax assets (at an approximate 25% effective tax rate) as of December 31, 2020 and 2019, respectively, are as follows. Deferred Tax Assets consisted of the following (rounded in millions): 2020 2019 Capitalized start-up costs $ 0.1 $ 0.4 Stock-based compensation 3.3 3.0 Patent impairment provision 0.3 — Accrued legal settlement 1.1 — Partnership basis differences — (0.3 ) Net operating loss carry-forward 24.3 22.3 Research and development tax credits 0.3 0.3 Less: valuation allowance (29.4 ) (25.7 ) Total $ — $ — The Company has a net operating loss carry-forward for federal and state tax purposes of approximately $96.0 million at December 31, 2020, that is potentially available to offset future taxable income. The Tax Cuts and Jobs Act (the “Tax Act”) changes the rules on NOL carryforwards. The 20-year limitation was eliminated for losses incurred after January 1, 2018, giving the taxpayer the ability to carry forward losses indefinitely. However, NOL carry forward arising after January 1, 2018, will now be limited to 80% of taxable income. The $96.0 million available at December 31, 2020 includes $33.7 million of post 2017 NOLs without expiration dates and $62.3 million of pre-2018 NOLs expiring from 2024 to 2037. The NOLs expiring in the next 5 years total approximately $12.0 million. For financial reporting purposes, no deferred tax asset was recognized because as of December 31, 2020 and 2019, management estimates that it is more likely than not that substantially all of the net operating losses will expire unused. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. The timing and manner in which the Company can utilize our net operating loss carryforward and future income tax deductions in any year may be limited by provisions of the Internal Revenue Code regarding the change in ownership of corporations. Such limitation may have an impact on the ultimate realization of our carryforwards and future tax deductions. Section 382 of the Internal Revenue Code (“Section 382”) imposes limitations on a corporation’s ability to utilize net operating losses if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. Any unused annual limitation may be carried over to later years, and the amount of the limitation may under certain circumstances be increased by the built-in gains in assets held by us at the time of the change that are recognized in the five-year period after the change. Upon review of the ownership shifts, there has not been an ownership change as defined under Section 382. The reconciliation between income taxes (benefit) at the US and State statutory combined tax rates of approximately 25% and the amount recorded in the accompanying consolidated financial statements is as follows (rounded in millions): December 31, December 31, 2020 2019 Tax benefit at US federal statutory rates $ (3.0 ) $ (2.2 ) Tax benefit at state statutory rates (0.6 ) (0.1 ) Tax benefit from federal and state R&D tax credits (0.1 ) (0.1 ) Increase in valuation allowance 3.7 2.4 Total provision for income tax benefit $ — $ — |
Stockholders Equity and StockBa
Stockholders Equity and StockBased Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity and StockBased Compensation | |
Note 10. Stockholders' Equity and Stock-Based Compensation | At December 31, 2020, the Company had 6,567,110 common shares outstanding. Also outstanding were warrants relating to 70,361 shares of common stock, stock options relating to 515,847 shares of common stock, 243,800 restricted shares units of common stock, 699,878 shares of Series A convertible preferred stock convertible into 58,323 shares of common stock (plus dividends of $691,120 relating to an additional 20,980 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 $897,518, relating to an additional 49,862 common shares), all totaling 7,748,505 shares of common stock and all common stock equivalents, including accrued preferred stock dividends, outstanding at December 31, 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 (“ 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. 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. All the 2019 ATM available proceeds were sold during the year ended December 31, 2020. The Company sold 3.3 million shares under the ATM for the year ended December 31, 2020. Net proceeds received from the ATM sales during the year ended December 31, 2020 were approximately $12.3 million. The Company records its ATM sales on a settlement date basis. The Company sold 0.5 million shares (post-split) under the ATM for the year ended December 31, 2019. Net proceeds received from the ATM sales during the year ended December 31, 2019 were approximately $3.8 million. 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 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 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 years ended December 31, 2020 and 2019. 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 years ended December 31, 2020 and 2019. 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 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 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 years ended December 31, 2020 and 2019 were approximately $0.2 million. The accumulated PIK dividends (unpaid) at December 31, 2020 and 2019 was approximately $0.9 million and $0.6 million, respectively. The Series B Preferred Shares outstanding as of December 31, 2020 and 2019 was 2,666,667 shares with an aggregate liquidation preference of approximately $4.9 million and $4.6 million, including the accumulated dividends at December 31, 2020 and 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. The Company has not redeemed any of the outstanding Series A Preferred Stock during the years ended December 31, 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 the years ended December 31, 2020 and 2019 were approximately $38,000. 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. During the years ended December 31, 2020 and 2019, the Company had the following conversions of the Series A Preferred Stock to common shares: Dates of conversion Preferred Shares Common Shares April 16, 2019 27,747 2,782 October 8, 2019 28,107 2,922 February 10, 2020 11,875 1,254 May 15, 2020 17,080 1,848 August 31, 2020 16,689 1,846 November 30, 2020 12,248 1,379 The accumulated PIK dividends at December 31, 2020 and 2019 was approximately $0.7 million and $0.6 million, respectively. The Series A Preferred Shares outstanding as of December 31, 2020 and 2019 were 699,878 shares and 757,770 shares, respectively, with an aggregate liquidation preference of approximately $2.6 million, including accumulated dividends. Warrants The Company’s outstanding warrants at December 31, 2020 and 2019 are below. These warrants are classified within equity on the consolidated balance sheets. December 31, 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, 4,954 of these warrants were exchanged for common stock, and all remaining 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 (warrants expired subsequent to December 31, 2020). 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 Omnibus 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 (d) 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. On October 28, 2020, the Compensation Committee of the Board granted from the 2020 Plan 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 shares. 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. These RSU awards were valued at approximately $656,000, based on the opening price of the Company’s stock on October 28, 2020 at $2.69 per share. During the year ended December 31, 2020, the Company recorded approximately $39,000 of stock-based compensation expense in connection with the foregoing equity awards in general and administrative expenses. On October 28, 2020, 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 common shares will be issued and will vest immediately upon issuance, upon the filing of the Form S-8 with the SEC, to register the underlying shares of the 2020 Stock Plan. These awards were valued on October 28, 2020 and approximately $57,000 was charged to director’s compensation for the year ended December 31, 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 shares available for award under the 2015 plan are subject to equitable adjustment for the October 21, 2019 reverse stock split described in Note 1. 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. Lightbridge’s policy is to utilize stock reserved for issuance under the 2015 Plan for issuing shares upon share option exercise. 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 Equity Incentive 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 years ended December 31, 2020 and 2019, the Company granted 7,634 and 4,247 stock options, respectively to one consultant. The current year stock-based compensation expense for these equity grants were not significant. The 2019 options issued for the employees, directors, and consultants of the Company were assigned a fair value of $2.59 per share (total fair value of $0.2 million). The value was determined using Black-Scholes pricing model. The following assumptions were used in the Black-Scholes pricing model: Expected volatility 86 % Risk free interest rate 1.65 % Dividend yield rate 0 % Weighted average years 5 years Closing price per share – common stock $ 3.82 Total stock options outstanding at December 31, 2020 and 2019 under the 2006 Stock Plan and 2015 Plan were 515,847 and 518,551, of which 466,121 and 433,678 of these options were vested at December 31, 2020 and 2019, respectively. The components of stock-based compensation expense included in the Company’s consolidated statements of operations for the years ended December 31, 2020 and 2019 are as follows (rounded to the nearest thousand): Year ended December 31, 2020 2019 Research and development expenses $ 2,000 $ 398,000 General and administrative expenses 51,000 425,000 Total stock-based compensation expense $ 53,000 $ 823,000 Stock option transactions with employees, directors and consultants are summarized as follows for the year ended December 31, 2020: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year 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 (1,946 ) 491.10 384.02 End of the year 515,847 $ 20.23 $ 14.51 Options exercisable 466,121 $ 21.35 $ 15.27 Stock option transactions with employees, directors and consultants are summarized as follows for the year ended December 31, 2019: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year 467,013 $ 32.64 $ 23.52 Fraction option shares to options holders due to the one-for-twelve reverse stock split on October 21, 2019 99 32.64 23.52 Adjusted beginning of the year 467,112 32.64 23.52 Granted 91,229 4.03 2.74 Exercised — — — Forfeited (18,180 ) 34.34 25.56 Expired (21,610 ) 167.52 116.81 End of the year 518,551 $ 21.99 $ 15.89 Options exercisable 433,678 $ 24.19 $ 17.39 A summary of the status of the Company’s non-vested options as of December 31, 2020 and 2019, and changes during the years ended December 31, 2020 and 2019, is presented below: Shares Weighted Average Exercise Price Weighted Average Fair Value Grant Date Non-vested – December 31, 2018 139,085 $ 10.92 $ 6.48 Fraction option shares to non-vested options holders due to the one-for-twelve reverse stock split on October 21, 2019 8 10.92 6.48 Adjusted non-vested – December 31, 2018 139,093 10.92 6.48 Granted 91,229 4.03 2.74 Vested (145,449 ) 6.65 4.91 Forfeited — — — Non-vested – December 31, 2019 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 – December 31, 2020 49,726 9.71 7.44 The above tables include options issued and outstanding as of December 31, 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 exercise prices 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 0.2 years to 8.9 years. All other options issued to directors, officers, and employees have a remaining contractual life ranging from 0.2 years to 8.9 years. ii. A total of 122,717 non-qualified 10-year options have been issued, and are outstanding, to consultants at exercise prices of $3.82 to $325.20 per share. As of December 31, 2020, there was approximately $42,000 of total unrecognized compensation cost related to non-vested stock options granted under the plans. That cost is expected to be recognized over a weighted-average period of approximately 2.06 years. For stock options outstanding at December 31, 2020, the intrinsic value was $32,978. For stock options outstanding at December 31, 2019, the intrinsic value was $59,148. The following table provides certain information with respect to the above-referenced stock options that were outstanding and exercisable at December 31, 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 8.16 225,179 $ 8.04 8.21 176,332 $ 7.60 $ 12.49-$24.00 6.57 199,790 $ 14.19 6.56 198,911 $ 14.20 $ 24.01-$72.00 4.89 65,333 $ 55.07 4.89 65,333 $ 55.07 $ 72.01-$240.00 4.32 24,526 $ 75.59 4.32 24,526 $ 75.59 $ 240.01-$331.80 0.23 1,019 $ 329.81 0.23 1,019 $ 329.81 Total 6.93 515,847 $ 20.23 6.82 466,121 $ 21.35 The following table provides certain information with respect to the above-referenced stock options that were outstanding and exercisable at December 31, 2019: 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 9.22 225,937 $ 8.07 9.40 143,696 $ 6.57 $ 12.49-$24.00 7.57 199,790 $ 14.19 7.56 197,158 $ 14.21 $ 24.01-$72.00 5.89 65,333 $ 55.07 5.89 65,333 $ 55.07 $ 72.01-$240.00 5.32 24,526 $ 75.59 5.32 24,526 $ 75.59 $ 240.01-$519.00 0.63 2,965 $ 435.67 0.63 2,965 $ 435.67 Total 7.93 518,551 $ 21.99 7.74 433,678 $ 24.19 Restricted Stock Awards Outstanding The following summarizes our RSUs activity: Weighted Average Number of Grant Date Shares Fair Value Total awards outstanding at December 31, 2019 — $ — Total shares granted 243,800 $ 2.69 Total shares vested — $ — Total shares forfeited — $ — Total unvested shares outstanding at December 31, 2020 243,800 $ 2.69 Scheduled vesting for outstanding RSUs awards at December 31, 2020 is as follows: Year Ending December 31, 2021 2022 2023 Total Scheduled vesting 81,268 81,267 81,265 243,800 At December 31, 2020, there was approximately $617,000 of net unrecognized compensation cost related to unvested RSUs compensation arrangements. This compensation is recognized on a straight-line basis resulting in approximately $219,000 of compensation expected to be expensed over the next twelve months, and the total unrecognized stock-based compensation expense having a weighted average recognition period of 2.82 years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Note 11. Related Party Transactions | Enfission was inactive for the year ended December 31, 2020 and at December 31, 2019. The Company did not invest in Enfission during the year ended December 31, 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 year ended December 31, 2020. The total administrative consulting services was $400,000 for the year ended December 31, 2019. This $400,000 amount charged to Enfission was recorded as a $200,000 reduction of general and administrative expenses and a $200,000 reduction of research and development expenses for the year ended December 31, 2019. The Company did not provide Enfission with any research and development consulting services for the year ended December 31, 2020. The Company provided research and development consulting services and management services to Enfission in 2019. The total consulting services income was $0.7 million for the year ended December 31, 2019, recorded under “Other income from joint venture” in the accompanying consolidated statement of operations. At December 31, 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 | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Note 12. Subsequent Events | Settlement of Arbitration and Delaware Action - Accrued Legal Settlement Costs These legal actions are fully described in Note 7. On February 11, 2021, the Company entered into a settlement agreement with Framatome SAS and Framatome Inc., resolving the pending claims and counterclaims between the parties in arbitration and judicial proceedings related to the parties’ inactive joint venture, Enfission, LLC. Under the terms of the Settlement Agreement, all joint venture agreements will be terminated and the joint venture will be dissolved and wound-up following satisfaction of the conditions set forth in the Agreement. Lightbridge will pay Framatome approximately $4.2 million (USD $1.8 million and €2 million) for outstanding invoices for work performed by Framatome and other expenses incurred by Framatome. Framatome will destroy all documents and content related to Lightbridge’s intellectual property. Lightbridge has an obligation to destroy all documents and content related to Framatome’s intellectual property. Both parties have agreed to destroy all of the Foreground Information, as defined, generated on behalf of Enfission. The Settlement Agreement secures the parties’ pre-existing intellectual property rights. There will be no restrictions on Lightbridge’s ability to engage in research and development activities or commercial discussions with other entities going forward. The settlement amount of $4.2 million was recorded to accrued legal settlement costs on the consolidated balance sheet as of December 31, 2020 and was reflected in other operating income/loss on the consolidated statement of operations for the year ended December 31, 2020. All the terms in the Settlement Agreement were met by both parties and the settlement payment was made on March 15, 2021. Enfission was dissolved on March 23, 2021. The Company will withdraw its petition for judicial dissolution of Enfission on file with the Court of Chancery of the State of Delaware. Awarded Second Funding Voucher Award from the DOE from the GAIN Program On March 25, 2021, the Company was awarded a voucher from the DOE’s GAIN program to support development of Lightbridge Fuel™ in collaboration with the PNNL. The scope of the project is to demonstrate Lightbridge’s nuclear fuel casting process using depleted uranium, a key step in the manufacture of Lightbridge Fuel™. The project is anticipated to commence in the first half of 2021. The total project value is approximately $664,000, with three-quarters of this amount funded by DOE for the scope performed by PNNL. |
Basis of Presentation Summary_2
Basis of Presentation Summary of Significant Accounting Policies and Nature of Operations (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Basis of Presentation Summary of Significant Accounting Policies and Nature of Operations (Policies) | |
Going Concern, Liquidity and Management's Plan | While the Company’s cash at December 31, 2020 exceeds its currently budgeted expenditures through the first quarter of 2022, there are inherent uncertainties in forecasting future expenditures, especially forecasting for uncertainties such as future R&D costs and how COVID-19 may affect future costs and operations. Also, the cash requirements of the Company’s future planned operations to commercialize its nuclear fuel, including any additional expenditures that may result from unexpected developments, requires it to raise significant additional capital including receiving government support. The Company will need to seek its shareholders’ approval in 2021 to increase the number of its authorized common shares for future equity financings, in order for the Company to continue to fund its future operations. Taking into account these uncertainties as well as the updated projected fuel development timeline of 15-20 years to commercialization, projected operational costs to keep the fuel development project on schedule and the various risks of developing and commercializing its nuclear fuel, these factors raise 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 any uncertainties reduce the Company’s liquidity for the next 12 months, the Company will consider, if available, additional debt or equity raises and delaying certain expenditures, including delaying research and development expenses, until sufficient capital becomes available. At December 31, 2020, the Company had approximately $21.5 million in cash and had a working capital surplus of approximately $17.1 million. The Company’s net cash used in operating activities for the year ended December 31, 2020 was approximately $8.6 million, and current projections indicate that the Company will have continued negative cash flows from operations until the commercialization of its nuclear fuel. Net losses incurred for the years ended December 31, 2020 and 2019 amounted to approximately $(14.4) million, $(10.7) million, respectively. As of December 31, 2020, the Company has an accumulated deficit of approximately $129.2 million, representative of recurring losses since inception. The Company has incurred recurring losses since inception and it will continue to incur losses because it is in the early development stage of commercializing its nuclear fuel. The Company’s plans to fund future operations including: (1) raising additional capital through future equity issuances or convertible 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 future registration statements. The current Form S-3 was filed with the SEC on March 15, 2018 and declared effective on March 23, 2018, and will expire on March 23, 2021. There can be no assurance as to the future availability of filing a Form S-3 or raising future equity capital or terms upon which financing and capital might become available. If the Company is unable to raise additional capital on terms acceptable to the Company and on a timely basis, the Company will be required to wind-down its operations. To the extent additional capital is raised through the sale of equity or convertible debt securities, such securities may be sold at a discount from the market price of the Company's common stock. The issuance of these securities could also result in significant dilution to the Company's stockholders, depending on the terms of the transaction. The Company’s future liquidity needs to develop its nuclear fuel are long-term, and the ability to address those needs, and the ability to raise capital will largely be determined by the success of the development of its nuclear fuel, key nuclear development and government 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 consolidated balance sheets and 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 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 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 for the year ended December 31, 2020 and at December 31, 2019. No amounts related to the equity method investment in Enfission have been recorded on the consolidated balance sheets or the consolidated statements of operations for the year ended December 31, 2020 and a $3.3 million loss on this equity method investment was recorded on the consolidated statements of operations for the year ended December 31, 2019. |
Basis of Consolidation | These 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 4. 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. Enfission’s operations was inactive for the year ended December 31, 2020 and at December 31, 2019. Enfission was dissolved on March 23, 2021. The Company will withdraw its petition for judicial dissolution of Enfission on file with the Court of Chancery of the State of Delaware. |
Segment Reporting | ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. We report our results in a single reportable segment, which reflects how our chief operating decision maker allocates resources considering our core data which is managed centrally on a company-wide basis, and evaluates our financial results. Because we have a single reportable segment, all required financial segment information can be found directly in the Consolidated Financial Statements. We evaluate the performance of our reporting segment based on operating expenses and will evaluate additional segment disclosure requirements as it expands its operation. |
Use of Estimates and Assumptions | The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Significant Estimates | These accompanying consolidated financial statements include some amounts that are based on management’s best estimates and assumptions. The most significant estimates relate to its patent impairment evaluation and undiscounted and discounted cash flow projections used for the impairment testing of its patents, valuation of stock grants and stock options, the valuation allowance on deferred tax assets, and contingent liabilities. It is reasonably possible that these above-mentioned estimates and others may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods. It is also reasonably possible that the actual grant date value of the stock options vested might have been materially different than the estimated value. |
Fair Value of Financial Instruments | The Company’s consolidated financial instruments consist principally of cash and cash equivalents, accounts receivable, and accounts payable. The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. |
Certain Risks, Uncertainties and Concentrations | The Company will need additional funding by way of a combination of strategic alliances, government grants, further offerings of equity securities, or an offering of debt securities in order to support its future research and development activities required to further enhance and complete the development of its fuel products to a proof of concept and a commercial stage. The Company participates in a government-regulated industry. The operating results are affected by a wide variety of factors including decreases in the use or public favor of nuclear power, the ability of the Company’s technology to safeguard the production of nuclear power, the ability to receive the required approval from the nuclear regulatory commission for utilities to use its fuel and the ability to safeguard the Company’s patents and intellectual property from competitors. Due to these factors, the Company may experience substantial period-to-period fluctuations in its future operating results. Potentially, a loss of key officer, key management, and other personnel could impair its ability to successfully execute its business strategy, particularly when these individuals have acquired specialized knowledge and skills with respect to nuclear power and how it relates to the Company’s nuclear fuel. There can be no assurance that the Company will be able to successfully continue to conduct its operations if there is a lack of financial resources in the future to continue its fuel development, and a failure to do so would have a material adverse effect on the Company’s future 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, contingent liabilities, potential competition with other nuclear fuel developers, including those entities developing accident tolerant fuels, changes in government regulations, support for nuclear power, changes in accounting and taxation standards, inability to achieve overall long-term goals, future impairment charges to its assets, and global or regional catastrophic events. The Company may also 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 the Company’s ability to conduct research and development activities with the United States national labs and others. The COVID-19 pandemic has impacted business operations and results of operations for 2020, resulting in the reduction of research and development expenses and increase in general and administrative expenses due to severance payments to former employees. While the Company continues to monitor the impact of COVID-19 on its business, the Company is unable to accurately predict the ultimate impact on the 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. The CARES Act did not have an impact 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 December 31, 2020 and 2019, respectively. The remaining $8.5 million and $9.0 million at December 31, 2020 and 2019, respectively, are on deposit with one notable financial institution. Total cash and cash equivalents held, as reported on the accompanying consolidated balance sheets, totaled approximately $21.5 million and $18.0 million at December 31, 2020 and 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 $0.1 million for the year ended December 31, 2020. There was no grant income recognized in 2019. |
Patents and Trademarks Costs | Patents Patents are stated on the accompanying consolidated balance sheets at cost. Costs, such as filing fees with patent granting agencies and legal fees directly relating to those filings, incurred to file patent applications are capitalized when the Company believes that there is a high likelihood that the patent will be issued and there will be future economic benefit associated with the patent. These costs are amortized from the date of the patent application on a straight-line basis over the estimated useful life of 20 years, which is the legal life of the patent. All costs associated with abandoned patent applications are expensed. The Company expenses patent annuity fees as these fees are maintenance fees required by the patent office at certain points in time after a patent is granted in order to keep the patent legal rights in force. During the years ended December 31, 2020 and 2019, these patent annuity fees were insignificant. As of December 31, 2020, and 2019, the carrying value of the patents was $0 and approximately $1.0 million, respectively. Amortization expense for the years ended December 31, 2020 and 2019, was approximately $0.1 million, respectively. The Company anticipates future patent costs to be expensed in future periods, which is due to the uncertainties in the current fuel development timelines and the patents being commercialized. Trademarks Costs for filing and legal fees for trademark applications are capitalized. Trademarks are considered intangible assets with an indefinite useful life and therefore should not be amortized. The Company performed an impairment test in the fourth quarter of 2020 and 2019 and no impairment of the trademarks was identified. As of December 31, 2020 and 2019, the carrying value of trademarks was approximately $0.1 million. |
Impairment of long-lived assets - Patents | The Company reviews the carrying value of its capitalized patent costs for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Undiscounted cash flows are compared to the carrying value of the asset to determine if the assets are recoverable. If the asset fails the recoverability test, the Company determines the fair value of the asset using discounted cash flows to measure any impairment loss. The determination of anticipated undiscounted cash flows is inherently subjective, requiring significant management assumptions and estimates related to future revenues, operating expense, research and development expenses and timing of commercialization. During the years ended December 31, 2020 and 2019, the Company has recorded an impairment loss on its patents of approximately $1.1 million and $0, respectively. See Note 5, for additional information about impairment charges recorded for the year ended December 31, 2020. |
Research, Development and Related Expenses | These costs are charged to operations in the years incurred and are shown on a separate line on the accompanying consolidated statements of operations. |
Leases | In 2019, the Company adopted ASU 2016-02, Leases (Topic 842), which requires recognition of most lease arrangements on the balance sheet. The Company recognizes operating lease right of use assets and liabilities at commencement date based on the present value of the future minimum lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet in accordance with the short-term lease recognition exemption. The Company applies the practical expedient to non-separate and non-lease components for all leases that qualify. Lease expense is recognized on a straight-line basis over the lease term. The Company has only one lease for office rent and the lease is for a term of 12 months without renewal options. See Note 7 for additional information. |
Beneficial Conversion Feature of Convertible Preferred Stock | The Company accounts for the beneficial conversion feature on its convertible preferred stock in accordance with ASC 470-20, Debt with Conversion and Other Options. The Beneficial Conversion Feature (“BCF”) of convertible preferred stock is normally characterized as the convertible portion or feature that provides a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of convertible preferred stock when issued. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. To determine the effective conversion price, the Company first allocates the proceeds received to the convertible preferred stock and then uses those allocated proceeds to determine the effective conversion price. If the convertible instrument is issued in a basket transaction (i.e. issued along with other freestanding financial instruments), the proceeds should first be allocated to the various instruments in the basket. The intrinsic value of the conversion option should be measured using the effective conversion price for the convertible preferred stock on the proceeds allocated to that instrument. The effective conversion price represents proceeds allocable to the convertible preferred stock divided by the number of shares into which it is convertible. The effective conversion price is then compared to the per share fair value of the underlying common shares on the commitment date. The accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid-in capital, resulting in a discount on the convertible preferred stock. This discount should be accreted from the date on which the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date. The intrinsic value of the BCF is recognized as a deemed dividend on convertible preferred stock over a period specified in the guidance. In the case of both the Series A and Series B preferred shares, the holders of the shares had the right to convert beginning at the date of issuance with the result that the accretion of the related BCF was recognized immediately at issuance. When the Company’s preferred stock has dividends that are paid-in-kind (“PIK”) (i.e. the holder is paid in additional shares or liquidation/dividend rights), and either (1) neither the Company nor the holder has the option for the dividend to be paid in cash, or (2) the PIK amounts do not accrue to the holder if the instrument is converted prior to the PIK amount otherwise being accrued or due, additional BCF is recognized as dividends accrue to the extent that the per share fair value of the underlying common shares at the commitment date exceeds the conversion price. |
Common Stock Warrants | The Company accounts for common stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Common stock warrants are accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging if the stock warrants contain terms that could potentially require “net cash settlement” and therefore, do not meet the scope exception for treatment as a derivative. Warrant instruments that could potentially require “net cash settlement” in the absence of explicit language precluding such settlement are initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. |
Commitments and Contingencies | The Company follows Subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. The Company’s legal costs associated with contingent liabilities are recorded to expense as incurred. |
Stock-Based Compensation | The stock-based compensation expense incurred by Lightbridge for employees and directors in connection with its equity incentive plan is based on the employee model of ASC 718, and the fair value of the options is measured at the grant date. Under ASC 718 employee is defined as, “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. Tax Regulations.” Our consultants do not meet the employer employee relationship as defined by the IRS and therefore were accounted for under ASC 505-50. On July 1, 2018, the Company adopted ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Beginning with the adoption of ASU 2018-07 options granted to our consultants are accounted for in the same manner as options issued to employees. Awards with service-based vesting conditions only – Expense recognized on a straight-line basis over the requisite service period of the award. Awards with performance-based vesting conditions – Expense is not recognized until it is determined that it is probable the performance-based conditions will be met. When achievement of a performance-based condition is probable, a catch-up of expense will be recorded as if the award had been vesting on a straight-line basis from the award date. The award will continue to be expensed on a straight-line over the requisite service period basis until a higher performance-based condition is met, if applicable. Awards with market-based vesting conditions – Expense recognized on a straight-line basis over the requisite service period, which is the lesser of the derived service period or the explicit service period if one is present. However, if the market condition is satisfied prior to the end of the requisite service period, the Company will accelerate all remaining expense to be recognized. Awards with both performance-based and market-based vesting conditions – if an award vesting or exercisability is conditional upon the achievement of either a market condition or performance or service conditions, the requisite service period is generally the shortest of the explicit, implicit, and derived service period. The Company has elected to use the Black-Scholes pricing model to determine the fair value of stock options on the measurement date of the grant for service-based vesting conditions and the Monte-Carlo valuation method for performance-based or market-based vesting conditions. Shares that are issued to officers on the exercise dates of their stock options may be issued net of the minimum statutory withholding requirements to be paid by us on behalf of our employees. As a result, the actual number of shares issued will be fewer than the actual number of shares exercised under the stock option. |
Recently Adopted Accounting Pronouncements | ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement |
Recent Accounting Pronouncements - To Be Adopted | In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Revision and Correction of an_2
Revision and Correction of an Immaterial Error in Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revision and Correction of an Immaterial Error in Previously Issued Financial Statements | |
Schedule of financial statements | Year Ended December 31, 2019 As Previously Adjustment As Revised Consolidated Statement of Operations Data: General and Administrative – Patent Amortization $ 5,697,469 89,623 $ 5,787,092 Total Operating Expenses 8,373,625 89,623 8,463,248 Loss from operations before income taxes (10,587,124 ) (89,623 ) (10,676,747 ) Net loss (10,587,124 ) (89,623 ) (10,676,747 ) Net loss attributable to common shareholders (11,286,939 ) (89,623 ) (11,376,562 ) Net loss per share, basic and diluted (3.63 ) (0.03 ) (3.66 ) Number of weighted shares 3,107,580 — 3,107,580 As of December 31, 2019 As Previously Adjustment As Revised Consolidated Balance Sheet Data: Patents and trademarks, net $ 1,798,484 (653,596 ) $ 1,144,888 Total Assets 20,204,844 (653,596 ) 19,551,248 Accumulated deficit (114,084,746 ) (653,596 ) (114,738,342 ) Total stockholders’ equity 19,854,545 (653,596 ) 19,200,949 Year Ended December 31, 2019 As Previously Adjustment As Revised Consolidated Cash Flows Operating Activities Data: Net loss $ (10,587,124 ) (89,623 ) $ (10,676,747 ) Amortization of Patents — 89,623 89,623 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Net Loss Per Share | |
Schedule for Net Loss Per Share | 2020 2019 Basic Revised Numerator: Net loss attributable to common stockholders $ (15.2 ) $ (11.4 ) Denominator: Weighted-average common shares outstanding 4,216,568 3,107,580 Basic net loss per share $ (3.59 ) $ (3.66 ) Diluted Numerator: Net loss attributable to common stockholders, basic $ (15.2 ) $ (11.4 ) Effect of dilutive securities — — Net loss, diluted $ (15.2 ) $ (11.4 ) Denominator: Weighted average common shares outstanding - basic 4,216,568 3,107,580 Potential common share issuances: Incremental dilutive shares from equity instruments (treasury stock method) — — Weighted-average common shares outstanding 4,216,568 3,107,580 Diluted net loss per share $ (3.59 ) $ (3.66 ) |
Summary of diluted weighted shares outstanding | Years Ended December 31, 2020 2019 Warrants outstanding 70,361 70,361 Stock options outstanding 515,847 518,551 RSUs outstanding 243,800 - Series A convertible preferred stock to common shares 79,304 80,038 Series B convertible preferred stock to common shares 272,084 253,843 Total 1,181,396 922,793 |
Investment in Joint Venture (_2
Investment in Joint Venture (Investee Losses in Excess of Investment) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investment in Joint Venture (Investee Losses in Excess of Investment) | |
Schedule of Equity method investment | December 31, December 31, 2020 2019 Enfission, LLC Ownership Interest 50 % 50 % Carrying Amount Total cumulative contributions $ 9.2 $ 9.2 Less: Share of the loss in investment in Enfission (9.2 ) (9.2 ) Equity losses in excess of investment $ — $ — |
Schedule of Summarized financial information for investee | December 31, 2019 Assets Cash $ 1.0 Total assets $ 1.0 Liabilities and equity Total liabilities $ 2.1 Equity (1.1 ) Total liabilities and equity $ 1.0 |
Summary of Summarized statement of operations | For the year ended December 31, 2019 Revenues $ — Research and development expenses 4.2 General and administrative expenses 1.3 Total Operating Loss $ 5.5 Loss from operations $ 5.5 Net loss $ 5.5 |
Patents and Trademarks, net (Ta
Patents and Trademarks, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Patents and Trademarks, net | |
Schedule of Patents and Trademarks, net | December 31, December 31, 2020 2019 Patents $ — $ 1.6 Trademarks 0.1 0.1 0.1 1.7 Accumulated amortization — (0.6 ) Total $ 0.1 $ 1.1 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accrued Liabilities (Tables) | |
Schedule of Accounts Payable and Accrued Liabilities | December 31, December 31, 2020 2019 Trade payables $ 0.2 $ 0.3 Accrued expenses 0.2 0.1 Total $ 0.4 $ 0.4 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule for Deferred Tax Assets | 2020 2019 Capitalized start-up costs $ 0.1 $ 0.4 Stock-based compensation 3.3 3.0 Patent impairment provision 0.3 — Accrued legal settlement 1.1 — Partnership basis differences — (0.3 ) Net operating loss carry-forward 24.3 22.3 Research and development tax credits 0.3 0.3 Less: valuation allowance (29.4 ) (25.7 ) Total $ — $ — |
Summary of income taxes (benefit) | December 31, December 31, 2020 2019 Tax benefit at US federal statutory rates $ (3.0 ) $ (2.2 ) Tax benefit at state statutory rates (0.6 ) (0.1 ) Tax benefit from federal and state R&D tax credits (0.1 ) (0.1 ) Increase in valuation allowance 3.7 2.4 Total provision for income tax benefit $ — $ — |
Stockholders Equity and Stock_2
Stockholders Equity and StockBased Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity and StockBased Compensation | |
Schedule of conversions of the Series A Preferred Stock to common shares | s of conversion Preferred Shares Common Shares April 16, 2019 27,747 2,782 October 8, 2019 28,107 2,922 February 10, 2020 11,875 1,254 May 15, 2020 17,080 1,848 August 31, 2020 16,689 1,846 November 30, 2020 12,248 1,379 |
Schedule of Warrants Outstanding | December 31, 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, 4,954 of these warrants were exchanged for common stock, and all remaining 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 (warrants expired subsequent to December 31, 2020). 11,119 11,119 Total 70,361 70,361 |
Schedule for Black-Scholes pricing model | Expected volatility 86 % Risk free interest rate 1.65 % Dividend yield rate 0 % Weighted average years 5 years Closing price per share – common stock $ 3.82 |
Schedule of Share-based Compensation, Stock Options, Activity | Year ended December 31, 2020 2019 Research and development expenses $ 2,000 $ 398,000 General and administrative expenses 51,000 425,000 Total stock-based compensation expense $ 53,000 $ 823,000 |
Schedule of Stock option transactions of the employees | Stock option transactions with employees, directors and consultants are summarized as follows for the year ended December 31, 2020: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year 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 (1,946 ) 491.10 384.02 End of the year 515,847 $ 20.23 $ 14.51 Options exercisable 466,121 $ 21.35 $ 15.27 Stock option transactions with employees, directors and consultants are summarized as follows for the year ended December 31, 2019: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year 467,013 $ 32.64 $ 23.52 Fraction option shares to options holders due to the one-for-twelve reverse stock split on October 21, 2019 99 32.64 23.52 Adjusted beginning of the year 467,112 32.64 23.52 Granted 91,229 4.03 2.74 Exercised — — — Forfeited (18,180 ) 34.34 25.56 Expired (21,610 ) 167.52 116.81 End of the year 518,551 $ 21.99 $ 15.89 Options exercisable 433,678 $ 24.19 $ 17.39 |
Schedule of Non-Vested Options, Activity | Shares Weighted Average Exercise Price Weighted Average Fair Value Grant Date Non-vested – December 31, 2018 139,085 $ 10.92 $ 6.48 Fraction option shares to non-vested options holders due to the one-for-twelve reverse stock split on October 21, 2019 8 10.92 6.48 Adjusted non-vested – December 31, 2018 139,093 10.92 6.48 Granted 91,229 4.03 2.74 Vested (145,449 ) 6.65 4.91 Forfeited — — — Non-vested – December 31, 2019 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 – December 31, 2020 49,726 9.71 7.44 |
Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table provides certain information with respect to the above-referenced stock options that were outstanding and exercisable at December 31, 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 8.16 225,179 $ 8.04 8.21 176,332 $ 7.60 $ 12.49-$24.00 6.57 199,790 $ 14.19 6.56 198,911 $ 14.20 $ 24.01-$72.00 4.89 65,333 $ 55.07 4.89 65,333 $ 55.07 $ 72.01-$240.00 4.32 24,526 $ 75.59 4.32 24,526 $ 75.59 $ 240.01-$331.80 0.23 1,019 $ 329.81 0.23 1,019 $ 329.81 Total 6.93 515,847 $ 20.23 6.82 466,121 $ 21.35 The following table provides certain information with respect to the above-referenced stock options that were outstanding and exercisable at December 31, 2019: 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 9.22 225,937 $ 8.07 9.40 143,696 $ 6.57 $ 12.49-$24.00 7.57 199,790 $ 14.19 7.56 197,158 $ 14.21 $ 24.01-$72.00 5.89 65,333 $ 55.07 5.89 65,333 $ 55.07 $ 72.01-$240.00 5.32 24,526 $ 75.59 5.32 24,526 $ 75.59 $ 240.01-$519.00 0.63 2,965 $ 435.67 0.63 2,965 $ 435.67 Total 7.93 518,551 $ 21.99 7.74 433,678 $ 24.19 |
Summary of RSUs activity | Weighted Average Number of Grant Date Shares Fair Value Total awards outstanding at December 31, 2019 — $ — Total shares granted 243,800 $ 2.69 Total shares vested — $ — Total shares forfeited — $ — Total unvested shares outstanding at December 31, 2020 243,800 $ $2.69 |
Scheduled vesting for outstanding RSUs awards | Year Ending December 31, 2021 2022 2023 Total Scheduled vesting 81,268 81,267 81,265 243,800 |
Basis of Presentation Summary_3
Basis of Presentation Summary of Significant Accounting Policies and Nature of Operations (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net loss | $ (14,417,266) | $ (10,676,747) | |
Recognized grant income | 100,000 | ||
Cash and cash equivalents | 21,531,665 | 17,958,989 | $ 24,637,295 |
Accumulated deficit | (129,155,608) | (114,738,342) | |
Net Cash Used In Operating Activities | (8,570,421) | (6,667,697) | |
Working capital | 17,100,000 | ||
US Treasury Bills | 13,000,000 | 9,000,000 | |
Loss on this equity method investment | 0 | 3,300,000 | |
Cash, FDIC insured amount | 250,000 | ||
Patents | 0 | 1,000,000 | |
Amortization expense | 100,000 | 100,000 | |
Carrying value of trademarks | 100,000 | 100,000 | |
Impairment loss on patents | $ 1,100,000 | 0 | |
Enfissions LLC [Member] | |||
Net loss | $ 5,500,000 | ||
Equity method investment, ownership interest | 50.00% | 50.00% | |
One Notable Financial Institution [Member] | |||
Deposit | $ 8,500,000 | $ 9,000,000 |
Revision and Correction of an_3
Revision and Correction of an Immaterial Error in Previously Issued Financial Statements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
General and Administrative - Patent Amortization | $ 100,117 | $ 89,623 |
Total Operating Expenses | 14,573,853 | 8,463,248 |
Loss from operations before income taxes | (14,417,266) | (10,676,747) |
Net loss | (14,417,266) | (10,676,747) |
Net loss attributable to common shareholders | $ (15,152,415) | $ (11,376,562) |
Net loss per share, basic and diluted | $ (3.59) | $ (3.66) |
Number of weighted shares | 4,216,568 | 3,107,580 |
As Revised [Member] | ||
General and Administrative - Patent Amortization | $ 5,787,092 | |
Total Operating Expenses | 8,463,248 | |
Loss from operations before income taxes | (10,676,747) | |
Net loss | (10,676,747) | |
Net loss attributable to common shareholders | $ (11,376,562) | |
Net loss per share, basic and diluted | $ (3.66) | |
Number of weighted shares | 3,107,580 | |
As Previously Reported [Member] | ||
General and Administrative - Patent Amortization | $ 5,697,469 | |
Total Operating Expenses | 8,373,625 | |
Loss from operations before income taxes | (10,587,124) | |
Net loss | (10,587,124) | |
Net loss attributable to common shareholders | $ (11,286,939) | |
Net loss per share, basic and diluted | $ (3.63) | |
Number of weighted shares | 3,107,580 | |
Adjustment [Member] | ||
General and Administrative - Patent Amortization | $ 89,623 | |
Total Operating Expenses | 89,623 | |
Loss from operations before income taxes | (89,623) | |
Net loss | (89,623) | |
Net loss attributable to common shareholders | $ (89,623) | |
Net loss per share, basic and diluted | $ (0.03) | |
Number of weighted shares |
Revision and Correction of an_4
Revision and Correction of an Immaterial Error in Previously Issued Financial Statements (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Patents and trademarks, net | $ 85,562 | $ 1,144,888 | |
Total Assets | 21,789,687 | 19,551,248 | |
Accumulated deficit | (129,155,608) | (114,738,342) | |
Total Stockholders' Equity | $ 17,207,557 | 19,200,949 | $ 25,304,422 |
As Previously Reported [Member] | |||
Patents and trademarks, net | 1,798,484 | ||
Total Assets | 20,204,844 | ||
Accumulated deficit | (114,084,746) | ||
Total Stockholders' Equity | 19,854,545 | ||
Adjustment [Member] | |||
Patents and trademarks, net | (653,596) | ||
Total Assets | (653,596) | ||
Accumulated deficit | (653,596) | ||
Total Stockholders' Equity | (653,596) | ||
As Revised [Member] | |||
Patents and trademarks, net | 1,144,888 | ||
Total Assets | 19,551,248 | ||
Accumulated deficit | (114,738,342) | ||
Total Stockholders' Equity | $ 19,200,949 |
Revision and Correction of an_5
Revision and Correction of an Immaterial Error in Previously Issued Financial Statements (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss | $ (14,417,266) | $ (10,676,747) |
Amortization of Patents | $ 100,000 | 100,000 |
Adjustment [Member] | ||
Net loss | (89,623) | |
Amortization of Patents | 89,623 | |
As Previously Reported [Member] | ||
Net loss | (10,587,124) | |
Amortization of Patents | 0 | |
As Revised [Member] | ||
Net loss | (10,676,747) | |
Amortization of Patents | $ 89,623 |
Revision and Correction of an_6
Revision and Correction of an Immaterial Error in Previously Issued Financial Statements (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Revision and Correction of an Immaterial Error in Previously Issued Financial Statements | |||
Immaterial errors | $ 61,000 | $ 90,000 | |
Deficit | $ (600,000) |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||
Net loss attributable to common stockholders, diluted | $ (15,200,000) | $ (11,400,000) |
Effect of dilutive securities | 0 | 0 |
Net loss, diluted | (15,200,000) | (11,400,000) |
Net loss attributable to common stockholders | $ (15,152,415) | $ (11,376,562) |
Denominator: | ||
Weighted-average common shares outstanding | 4,216,568 | 3,107,580 |
Weighted average common shares outstanding - diluted | 4,216,568 | 3,107,580 |
Basic net loss per share | $ (3.59) | $ (3.66) |
Potential common share issuances: | ||
Incremental dilutive shares from equity instruments (treasury stock method) | 0 | 0 |
Weighted-average common shares outstanding | 4,216,568 | 3,107,580 |
Diluted net loss per share | $ (3.59) | $ (3.66) |
Net Loss Per Share (Details 1)
Net Loss Per Share (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net Loss Per Share | ||
Warrants outstanding | 70,361 | 70,361 |
Stock options outstanding | 515,847 | 518,551 |
RSUs outstanding | $ 243,800 | $ 0 |
Series A convertible preferred stock to common shares | 79,304 | 80,038 |
Series B convertible preferred stock to common shares | $ 272,084 | $ 253,843 |
Outstanding securities ,Total | 1,181,396 | 922,793 |
Investment in Joint Venture (_3
Investment in Joint Venture (Investee Losses in Excess of Investment) (Details) - Enfissions LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 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) | Dec. 31, 2019USD ($) |
Assets | |
Cash | $ 1,000,000 |
Total assets | 1,000,000 |
Liabilities and equity | |
Total liabilities | 2,100,000 |
Equity | (1,100,000) |
Total liabilities and equity | $ 1,000,000 |
Investment in Joint Venture (_5
Investment in Joint Venture (Investee Losses in Excess of Investment) (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 0 | $ 0 |
Net loss | $ (14,417,266) | (10,676,747) |
Enfissions LLC [Member] | ||
Revenue | 0 | |
Research and development costs | 4,200,000 | |
General and administrative expenses | 1,300,000 | |
Total operating loss | 5,500,000 | |
Loss from operations | 5,500,000 | |
Net loss | $ 5,500,000 |
Investment in Joint Venture (_6
Investment in Joint Venture (Investee Losses in Excess of Investment) (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Enfissions LLC [Member] | ||
Total contributions, Carrying Amount | $ 9,200,000 | $ 9,200,000 |
Research and Development cost | 2,100,000 | |
Total receivables due amount | $ 0 | 400,000 |
Ownership percentage | 50.00% | |
February 11, 2021 [Member] | ||
Amount payable for settlement agreement | $ 4,200,000 | |
Framatome [Member] | ||
Total contributions, Carrying Amount | $ 2,900,000 | |
Research and Development cost | $ 1,300,000 |
Patents and Trademarks, net (De
Patents and Trademarks, net (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Patents and Trademarks, net | ||
Patents | $ 0 | $ 1,600,000 |
Trademarks | 100,000 | 100,000 |
Patents and trademarks, gross | 100,000 | 1,700,000 |
Accumulated amortization | 0 | (600,000) |
Total | $ 100,000 | $ 1,100,000 |
Patents and Trademarks, net (_2
Patents and Trademarks, net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Capitalized patent filing costs | $ 200,000 | $ 200,000 |
Fair value of patents | 0 | |
Patent write-off and impairment loss | 1,169,644 | 0 |
Amortization expense of patents | 100,117 | 89,623 |
Adjustment to accumulated amortization | $ 100,000 | $ 100,000 |
Maximum [Member] | ||
Extended fuel development timelines | 20 years | |
Minimum [Member] | ||
Extended fuel development timelines | 15 years | |
January 1, 2019 [Member] | ||
Adjustment to accumulated amortization | $ 600,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Payable and Accrued Liabilities | ||
Trade payables | $ 200,000 | $ 300,000 |
Accrued expenses | 200,000 | 100,000 |
Total | $ 400,000 | $ 400,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating lease term | 12 months | |
Total rent expense | $ 100,000 | $ 100,000 |
Monthly rent | 10,000 | |
Legal fees | 13,000 | $ 6,000 |
2021 [Member] | ||
Future minmum lease payments | $ 100,000 |
Research and Development Costs
Research and Development Costs (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development Costs | ||
Grant income | $ 72,709 | $ 0 |
Research and development | 891,626 | $ 2,676,156 |
Total Project value | $ 846,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Capitalized start-up costs | $ 100,000 | $ 400,000 |
Stock-based compensation | 3,300,000 | 3,000,000 |
Patent impairment provision | 300,000 | 0 |
Accrued legal settlement | 1,100,000 | 0 |
Partnership basis differences | 0 | (300,000) |
Net operating loss carry-forward | 24,300,000 | 22,300,000 |
Research and development tax credits | 300,000 | 300,000 |
Less: valuation allowance | (29,400,000) | (25,700,000) |
Total | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Tax benefit at US federal statutory rates | $ (3,000,000) | $ (2,200,000) |
Tax benefit at state statutory rates | (600,000) | (100,000) |
Tax benefit from federal and state R&D tax credits | (100,000) | (100,000) |
Increase in valuation allowance | 3,700,000 | 2,400,000 |
Total | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Federal and State corporate tax rate | 25.00% | 25.00% |
Net operating loss carry-forward | $ 96,000,000 | |
NOL carryforwards description | The 20-year limitation was eliminated for losses incurred after January 1, 2018, giving the taxpayer the ability to carry forward losses indefinitely. However, NOL carry forward arising after January 1, 2018, will now be limited to 80% of taxable income. The $96.0 million available at December 31, 2020 includes $33.7 million of post 2017 NOLs without expiration dates and $62.3 million of pre-2018 NOLs expiring from 2024 to 2037. The NOLs expiring in the next 5 years total approximately $12.0 million. | |
Pre 2018 [Member] | ||
Net operating loss carry-forward | $ 62,300,000 | |
Post 2017 [Member] | ||
Net operating loss carry-forward | $ 33,700,000 |
Stockholders Equity and Stock_3
Stockholders Equity and StockBased Compensation (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
October 8, 2019 [Member] | |
Preferred Shares | 28,107 |
Common Shares | 2,922 |
February 10, 2020 [Member] | |
Preferred Shares | 11,875 |
Common Shares | 1,254 |
May 15, 2020 [Member] | |
Preferred Shares | 17,080 |
Common Shares | 1,848 |
August 31, 2020 [Member] | |
Preferred Shares | 16,689 |
Common Shares | 1,846 |
November 30, 2020 [Member] | |
Preferred Shares | 12,248 |
Common Shares | 1,379 |
April 16, 2019 [Member] | |
Preferred Shares | 27,747 |
Common Shares | 2,782 |
Stockholders Equity and Stock_4
Stockholders Equity and StockBased Compensation (Details 1) - shares | Dec. 31, 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_5
Stockholders Equity and StockBased Compensation (Details 2) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Stockholders Equity and StockBased Compensation | |
Expected volatility | 86.00% |
Risk free interest rate | 1.65% |
Dividend yield rate | 0.00% |
Weighted average years | 5 years |
Closing price per share - common stock | $ 3.82 |
Stockholders Equity and Stock_6
Stockholders Equity and StockBased Compensation (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Research and development expenses | $ 891,626 | $ 2,676,156 |
General and administrative expenses | 8,312,583 | 5,787,092 |
Total stock-based compensation expense | 70,341 | 822,820 |
Stock-Based Compensation [Member] | ||
Research and development expenses | 2,000 | 398,000 |
General and administrative expenses | 51,000 | 425,000 |
Total stock-based compensation expense | $ 53,000 | $ 823,000 |
Stockholders Equity and Stock_7
Stockholders Equity and StockBased Compensation (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of options | ||
Options outstanding, Beginning of the period | 518,551 | 467,013 |
Options outstanding, Fraction option shares to options holders due to the one-for-twelve reverse stock split on October 21, 2019 | $ 99 | |
Options outstanding, Adjusted beginning of the year | $ 467,112 | |
Options outstanding, Granted | 7,634 | 91,229 |
Options outstanding, Exercised | (6,548) | 0 |
Options outstanding, Forfeited | (1,844) | (18,180) |
Options outstanding, Expired | (1,946) | (21,610) |
Options outstanding, End of the period | 515,847 | 518,551 |
Options outstanding, options exercisable | 466,121 | 433,678 |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price Beginning of the period | $ 21.99 | $ 32.64 |
Weighted Average Exercise Price, Fraction option shares to options holders due to the one-for-twelve reverse stock split on October 21, 2019 | 32.64 | |
Weighted Average Exercise Price, Adjusted beginning of the year | 32.64 | |
Weighted Average Exercise Price Stock Options Granted | 4.45 | 4.03 |
Weighted Average Exercise Price Stock Options Exercised | 3.82 | 0 |
Weighted Average Exercise Price Stock Options Forfeited | 10.80 | 34.34 |
Weighted Average Exercise Price Stock Options Expired | 491.10 | 167.52 |
Weighted Average Exercise Price End of the year | 20.23 | 21.99 |
Weighted Average Exercise Price Options exercisable | 21.35 | 24.19 |
Weighted Average Grant Date Fair Value | ||
Weighted Average Fair Value Stock Options Beginning of the period | 15.89 | 23.52 |
Weighted Average Fair Value Stock Options, Fraction option shares to options holders due to the one-for-twelve reverse stock split on October 21, 2019 | 23.52 | |
Weighted Average Fair Value Stock Options, Adjusted beginning of the year | 23.52 | |
Weighted Average Fair Value Stock Options Granted | 3.28 | 2.74 |
Weighted Average Fair Value Stock Options Exercised | 2.59 | 0 |
Weighted Average Fair Value Stock Options Forfeited | 8.33 | 25.56 |
Weighted Average Fair Value Stock Options Expired | 384.02 | 116.81 |
Weighted Average Fair Value Stock Options End of the year | 14.51 | 15.89 |
Weighted Average Fair Value Options exercisable | $ 15.27 | $ 17.39 |
Stockholders Equity and Stock_8
Stockholders Equity and StockBased Compensation (Details 5) - Options Held [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Shares, non-vested, beginning | 84,873 | 139,085 |
Fraction option shares to non-vested options holders due to the one-for-twelve reverse stock split on October 21, 2019 | 8 | |
Adjusted non-vested - December 31, 2018 | 139,093 | |
Shares, Granted | 7,634 | 91,229 |
Shares, vested | (41,552) | (145,449) |
Shares, Forfeited | (1,229) | |
Shares, non-vested, end of period | 49,726 | 84,873 |
Weighted average exercise price, Beginning | $ 10.73 | $ 10.92 |
Weighted Average Exercise Price, Fraction option shares to non-vested options holders due to the one-for-twelve reverse stock split on October 21, 2019 | 10.92 | |
Weighted Average Exercise Price, Adjusted non-vested - December 31, 2018 | 10.92 | |
Weighted average exercise price, granted | 4.45 | 4.03 |
Weighted average exercise price, vested | 10.80 | 6.65 |
Weighted average exercise price, forfeited | 10.80 | 0 |
Weighted average exercise price, end of period | 9.71 | 10.73 |
Weighted average fair value grant date, Fraction option shares to non-vested options holders due to the one-for-twelve reverse stock split on October 21, 2019 | 6.48 | |
Weighted average fair value grant date, Adjusted non-vested - December 31, 2018 | 6.48 | |
Weighted average fair value grant date, beginning | 5.15 | 6.48 |
Weighted average fair value grant date, granted | 3.28 | 2.74 |
Weighted average fair value grant date, vested | 8.29 | 4.91 |
Weighted average fair value grant date, forfeited | 8.33 | 0 |
Weighted average fair value grant date, end of period | $ 7.44 | $ 5.15 |
Stockholders Equity and Stock_9
Stockholders Equity and StockBased Compensation (Details 6) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted Average Remaining Contractual Life - Years | 6 years 11 months 4 days | 9 years 2 months 19 days |
Number of Awards Stock option outstanding | 515,847 | 518,551 |
Weighted Average Exercise Price Stock Options Outstanding | $ 20.32 | $ 21.99 |
Number of Awards Vested | 466,121 | 433,678 |
Weighted Average Exercise Price | $ 21.35 | $ 24.19 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 6 years 9 months 25 days | 7 years 8 months 26 days |
Range One [Member] | ||
Weighted Average Remaining Contractual Life - Years | 8 years 1 month 27 days | 9 years 2 months 19 days |
Number of Awards Stock option outstanding | 225,179 | 225,937 |
Weighted Average Exercise Price Stock Options Outstanding | $ 8.04 | $ 8.07 |
Number of Awards Vested | 176,332 | 143,696 |
Weighted Average Exercise Price | $ 7.60 | $ 6.57 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 8 years 2 months 15 days | 9 years 4 months 24 days |
Exercise price lower range limit | $ 3.82 | $ 3.82 |
Exercise price upper range limit | $ 12.48 | $ 12.48 |
Range Two [Member] | ||
Weighted Average Remaining Contractual Life - Years | 6 years 6 months 25 days | 7 years 6 months 25 days |
Number of Awards Stock option outstanding | 199,790 | 199,790 |
Weighted Average Exercise Price Stock Options Outstanding | $ 14.19 | $ 14.19 |
Number of Awards Vested | 198,911 | 197,158 |
Weighted Average Exercise Price | $ 14.20 | $ 14.21 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 6 years 6 months 21 days | 7 years 6 months 21 days |
Exercise price lower range limit | $ 12.49 | $ 12.49 |
Exercise price upper range limit | $ 24 | $ 24 |
Range Three [Member] | ||
Weighted Average Remaining Contractual Life - Years | 4 years 10 months 20 days | 5 years 10 months 20 days |
Number of Awards Stock option outstanding | 65,333 | 65,333 |
Weighted Average Exercise Price Stock Options Outstanding | $ 55.07 | $ 55.07 |
Number of Awards Vested | 65,333 | 65,333 |
Weighted Average Exercise Price | $ 55.07 | $ 55.07 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 4 years 10 months 20 days | 5 years 10 months 20 days |
Exercise price lower range limit | $ 24.01 | $ 24.01 |
Exercise price upper range limit | $ 72 | $ 72 |
Range Four [Member] | ||
Weighted Average Remaining Contractual Life - Years | 4 years 3 months 25 days | 5 years 3 months 25 days |
Number of Awards Stock option outstanding | 24,526 | 24,526 |
Weighted Average Exercise Price Stock Options Outstanding | $ 75.59 | $ 75.59 |
Number of Awards Vested | 24,526 | 24,526 |
Weighted Average Exercise Price | $ 75.59 | $ 75.59 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 4 years 3 months 25 days | 5 years 3 months 25 days |
Exercise price lower range limit | $ 72.01 | $ 72.01 |
Exercise price upper range limit | $ 240 | $ 240 |
Range Five [Member] | ||
Weighted Average Remaining Contractual Life - Years | 2 months 23 days | 7 months 17 days |
Number of Awards Stock option outstanding | 1,019 | 2,965 |
Weighted Average Exercise Price Stock Options Outstanding | $ 329.81 | $ 435.67 |
Number of Awards Vested | 1,019 | 2,965 |
Weighted Average Exercise Price | $ 329.81 | $ 435.67 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 2 months 23 days | 7 months 17 days |
Exercise price lower range limit | $ 240.01 | $ 240.01 |
Exercise price upper range limit | $ 331.80 | $ 519 |
Stockholders Equity and Stoc_10
Stockholders Equity and StockBased Compensation (Details 7) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Options outstanding, Beginning of the period | 518,551 | 467,013 |
Options outstanding, End of the period | 515,847 | 518,551 |
Weighted Average Fair Value Stock Options Beginning of the period | $ 15.89 | $ 23.52 |
Weighted Average Fair Value Stock Options Granted | 3.28 | 2.74 |
Weighted Average Fair Value Stock Options Forfeited | 8.33 | 25.56 |
Weighted Average Fair Value Stock Options End of the year | $ 14.51 | $ 15.89 |
2021 [Member] | ||
Options outstanding, Beginning of the period | ||
Shares, Granted | 243,800 | |
Shares, vested | ||
Shares, Forfeited | ||
Options outstanding, End of the period | 243,800 | |
Weighted Average Fair Value Stock Options Beginning of the period | $ 0 | |
Weighted Average Fair Value Stock Options Granted | 2.69 | |
Weighted average fair value grant date, vested | 0 | |
Weighted Average Fair Value Stock Options Forfeited | 0 | |
Weighted Average Fair Value Stock Options End of the year | $ 2.69 | $ 0 |
Stockholders Equity and Stoc_11
Stockholders Equity and StockBased Compensation (Details 8) | 12 Months Ended |
Dec. 31, 2020shares | |
Scheduled vesting for outstanding RSUs awards | 243,800 |
2021 [Member] | |
Scheduled vesting for outstanding RSUs awards | 81,268 |
2022 [Member] | |
Scheduled vesting for outstanding RSUs awards | 81,267 |
2023 [Member] | |
Scheduled vesting for outstanding RSUs awards | 81,265 |
Stockholders Equity and Stoc_12
Stockholders Equity and StockBased Compensation (Details Narrative) - USD ($) | Feb. 06, 2017 | Aug. 02, 2016 | May 31, 2018 | Jan. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 28, 2020 | Mar. 09, 2020 | Dec. 31, 2018 | May 31, 2017 | Mar. 25, 2015 |
Common stock, shares, outstanding | 6,567,110 | 3,252,371 | |||||||||
Accumulated dividend | $ 700,000 | $ 600,000 | |||||||||
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 | |||||||||
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 | 515,847 | 518,551 | |||||||||
Accumulated dividend (unpaid) | $ 900,000 | $ 600,000 | |||||||||
Number of Awards Stock option outstanding | 515,847 | 518,551 | |||||||||
Number of Awards Vested | 466,121 | 433,678 | |||||||||
Weighted average recognition period | 2 years 21 days | ||||||||||
Aggregate intrinsic value | $ 32,978 | $ 59,148 | |||||||||
Preferred stock convertible amount | 6,200,000 | ||||||||||
Net unrecognized compensation cost | $ 42,000 | ||||||||||
Exercise price | $ 2.59 | ||||||||||
Option issued, fair value | $ 200,000 | ||||||||||
stock based compensation | $ 70,341 | $ 822,820 | |||||||||
Common stock, shares authorized | 8,333,333 | 8,333,333 | |||||||||
Fair value per share | $ 14.51 | $ 15.89 | $ 23.52 | ||||||||
Strike price | $ 3.82 | ||||||||||
Shares issued to consultant | $ 17,000 | ||||||||||
Short-Term Non-Qualified Options [Member] | Employees, Consultants and Directors [Member] | December 2, 2019 [Member] | |||||||||||
Fair value per share | $ 2.59 | ||||||||||
Strike price | $ 3.82 | ||||||||||
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 | ||||||||||
Short-Term Non-Qualified Options [Member] | Directors, Officers and Employees [Member] | Advisory board members[Member] | |||||||||||
Contractual lives | 10 years | ||||||||||
Non-qualified stock options granted | 122,717 | ||||||||||
Short-Term Non-Qualified Options [Member] | Directors, Officers and Employees [Member] | Maximum [Member] | Advisory board members[Member] | |||||||||||
Term of options | 10 years | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Net unrecognized compensation cost | $ 617,000 | ||||||||||
Compensation expected to be expensed | $ 219,000 | ||||||||||
Omnibus Incentive Plan [Member] | |||||||||||
Weighted average recognition period | 2 years 9 months 25 days | ||||||||||
Exercise price | $ 2.69 | ||||||||||
RSUs granted, value | $ 656,000 | ||||||||||
RSUs granted | 243,800 | ||||||||||
stock based compensation | $ 39,000 | ||||||||||
2020 Equity Incentive Plan [Member] | |||||||||||
Common stock, shares authorized | 350,000 | ||||||||||
New Atm Agreement [Member] | |||||||||||
Aggregate offering price | 13,500,000 | ||||||||||
Proceeds from issuance of shares | $ 12,300,000 | $ 3,800,000 | |||||||||
Sale of stock, number of shares | 3,300,000 | 500,000 | |||||||||
Agreement description | 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. | ||||||||||
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 | ||||||||||
Four Director [Member] | |||||||||||
RSUs granted, value | $ 57,000 | ||||||||||
RSUs granted | 21,200 | ||||||||||
BCF [Member] | PIK dividend [Member] | |||||||||||
Exercise price | $ 18 | ||||||||||
Common stock to be purchased in the offering | 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 | ||||||||||
Chief Executie Officer [Member] | Short-Term Non-Qualified Options [Member] | Minimum [Member] | Advisory board members[Member] | |||||||||||
Exercise price | $ 3.82 | ||||||||||
Contractual lives | 2 months 12 days | ||||||||||
Chief Executive Officer [Member] | Short-Term Non-Qualified Options [Member] | Maximum [Member] | Advisory board members[Member] | |||||||||||
Exercise price | $ 331.80 | ||||||||||
Contractual lives | 8 years 10 months 24 days | ||||||||||
Non-qualified stock options granted | 393,130 | ||||||||||
Non-qualified stock options outstanding | 128,010 | ||||||||||
Convertible Series B Preferred Stock [Member] | |||||||||||
Preferred stock convertible amount | $ 600,000 | ||||||||||
Preferred stock, shares issued | 2,666,667 | 2,666,667 | |||||||||
Conversion price | $ 32.94 | $ 32.94 | |||||||||
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 | 222,222 | 222,222 | |||||||||
Additional common shares | 49,862 | 31,621 | |||||||||
Common stock equivalents shares | 7,748,505 | 4,175,164 | |||||||||
Accrued dividend | $ 897,518 | $ 569,181 | |||||||||
Preferred stock, liquidation preference | $ 4,897,517 | $ 4,569,180 | |||||||||
Preferred Stock, Shares Outstanding | 2,666,667 | 2,666,667 | |||||||||
Series B Preferred Shares [Member] | Convertible Stock [Member] | |||||||||||
Allocated amount | $ 3,700,000 | ||||||||||
Proceeds from issuance of warrants | 4,000,000 | ||||||||||
Remaining value of warrant | 300,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Total deemed dividends | $ 28,000 | ||||||||||
Preferred stock, shares issued | 699,878 | 757,770 | |||||||||
Accrete dividend | $ 2.7451 | $ 0.84 | |||||||||
Preferred stock, liquidation preference | $ 2,600,000 | ||||||||||
Preferred Stock, Shares Outstanding | 699,878 | 757,770 | |||||||||
Additional deemed dividend | $ 0.5699 | ||||||||||
Common stock shares reserved for future issuance, Value | $ 58,323 | $ 63,148 | |||||||||
Convertible restricted stock | 243,800 | ||||||||||
Convertible preferred stock, shares converted | 699,878 | 757,770 | |||||||||
Accrued dividend | $ 691,120 | $ 556,390 | |||||||||
Additional common share | $ 20,980 | 16,890 | |||||||||
Series A Preferred Stock [Member] | Securities Purchase Agreement [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 | ||||||||||
Total deemed dividends | $ 200,000 | ||||||||||
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 | ||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | Preferred Stock Equity Offerings [Member] | |||||||||||
Total deemed dividends | $ 38,000 | $ 38,000 | |||||||||
Fair value per share | 3.315 | $ 2.34 | |||||||||
Conversion price | 2.7451 | $ 1.50 | |||||||||
Reverse stock split | One-for-twelve reverse stock split on October 21, 2019 | ||||||||||
Accrete dividend | $ 2.7451 | $ 0.84 | |||||||||
Series B Preferred Stock [Member] | General International Holdings, Inc [Member] | |||||||||||
Class of Warrant or Right, Outstanding | 55,555 | ||||||||||
Proceeds from issuance of warrants | $ 4,000,000 | ||||||||||
Rate of dividend payable in kind | 7.00% | ||||||||||
Price per share | $ 1.50 | $ 28.08 | |||||||||
Conversion price | 18 | ||||||||||
Common stock exercise price | $ 22.50 | ||||||||||
Retainer payment | $ 15,000 | ||||||||||
Liquidation preference per share | $ 1.50 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | 23 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
Investment | $ 0 | $ 3,540,000 | |
Enfissions LLC [Member] | |||
Management and administrative services | 400,000 | ||
Investment | $ 9,200,000 | ||
Related Party Transactions [Member] | |||
Other receivable from joint venture | 700,000 | 700,000 | |
Total administrative consulting services | 400,000 | ||
Reduction of research and development expenses | 200,000 | ||
Other receivables | 400,000 | $ 400,000 | |
Reduction of general and administrative expenses | $ 200,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 25, 2021 | Dec. 31, 2020 | |
Settlement Agreement, Description | Lightbridge will pay Framatome approximately $4.2 million (USD $1.8 million and €2 million) for outstanding invoices for work performed by Framatome and other expenses incurred by Framatome. | |
Settlement cost recorded | $ 4,200,000 | |
Total project value | $ 846,000 | |
Subsequent Event [Member] | DOE's GAIN program [Member] | ||
Total project value | $ 664,000 |