Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | LIGHTBRIDGE CORPORATION | |
Entity Central Index Key | 0001084554 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 11,583,821 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-34487 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 91-1975651 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 11710 Plaza America Drive, | |
Entity Address Address Line 2 | Suite 2000 | |
Entity Address City Or Town | Reston | |
Entity Address Postal Zip Code | 20190 | |
City Area Code | 571 | |
Local Phone Number | 730-1200 | |
Security 12b Title | Common Stock, $0.001 par value | |
Trading Symbol | LTBR | |
Security Exchange Name | NASDAQ | |
Entity Address State Or Province | VA |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 31,284,501 | $ 24,747,613 |
Prepaid expenses and other current assets | 305,919 | 113,452 |
Total Current Assets | 31,590,420 | 24,861,065 |
Other Assets | ||
Trademarks | 107,757 | 101,583 |
Total Assets | 31,698,177 | 24,962,648 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,190,386 | 171,521 |
Total Current Liabilities | 1,190,386 | 171,521 |
Commitments and Contingencies (Note 4) | ||
Preferred stock, $0.001 par value, 10,000,000 authorized shares, 0 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.001 par value, 13,500,000 shares authorized, 11,539,932 shares and 9,759,223 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 11,540 | 9,759 |
Additional paid-in capital | 173,077,225 | 161,772,641 |
Accumulated deficit | (142,580,974) | (136,991,273) |
Total Stockholders' Equity | 30,507,791 | 24,791,127 |
Total Liabilities and Stockholders' Equity | $ 31,698,177 | $ 24,962,648 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' Equity | ||
Preferred Stock, Shares Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares issued | 0 | 0 |
Preferred Stock, Shares outstanding | 0 | 0 |
Common Stock, Shares Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 13,500,000 | 13,500,000 |
Common Stock, Shares Issued | 11,539,932 | 9,759,223 |
Common Stock, Shares Outstanding | 11,539,932 | 9,759,223 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses | ||||
General and administrative | 2,023,937 | 1,763,060 | 5,377,185 | 5,061,820 |
Research and development | 172,871 | 439,630 | 601,170 | 1,082,394 |
Total Operating Expenses | 2,196,808 | 2,202,690 | 5,978,355 | 6,144,214 |
Other Operating Income | ||||
Distribution from joint venture | 0 | 0 | 0 | 110,000 |
Contributed services - research and development | 71,335 | 288,884 | 278,189 | 459,997 |
Total Other Operating Income | 71,335 | 288,884 | 278,189 | 569,997 |
Operating Loss | (2,125,473) | (1,913,806) | (5,700,166) | (5,574,217) |
Other Income | ||||
Interest income | 87,943 | 1,551 | 110,465 | 6,183 |
Foreign currency transaction gain | 0 | 0 | 0 | 33,694 |
Total Other Income | 87,943 | 1,551 | 110,465 | 39,877 |
Net Loss Before Income Taxes | (2,037,530) | (1,912,255) | (5,589,701) | (5,534,340) |
Income taxes | 0 | 0 | 0 | 0 |
Net Loss | (2,037,530) | (1,912,255) | (5,589,701) | (5,534,340) |
Accumulated preferred stock dividend | 0 | (135,091) | 0 | (399,838) |
Deemed additional dividend on preferred stock dividend due to the beneficial conversion feature | 0 | (59,314) | 0 | (175,211) |
Net Loss Attributable to Common Stockholders | $ (2,037,530) | $ (2,106,660) | $ (5,589,701) | $ (6,109,389) |
Net Loss Per Common Share, Basic and Diluted | $ (0.18) | $ (0.31) | $ (0.53) | $ (0.92) |
Weighted Average Number of Common Shares Outstanding | 11,085,657 | 6,759,662 | 10,633,664 | 6,648,803 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Activities | ||
Net loss | $ (5,589,701) | $ (5,534,340) |
Adjustments to reconcile net loss from operations to net cash used in operating activities | ||
Common stock issued for services | 30,000 | 45,000 |
Stock-based compensation | 614,367 | 300,583 |
Changes in operating working capital items | ||
Other receivables | 0 | (110,000) |
Prepaid expenses and other current assets | (192,467) | (74,751) |
Accounts payable and accrued liabilities | 1,033,865 | 780,425 |
Accrued legal settlement costs | 0 | (4,200,000) |
Net Cash Used in Operating Activities | (4,103,936) | (8,793,083) |
Investing Activities | ||
Trademarks | (6,174) | (16,021) |
Net Cash Used in Investing Activities | (6,174) | (16,021) |
Financing Activities | ||
Net proceeds from issuances of common stock and exercise of stock options | 10,646,998 | 3,411,091 |
Net Cash Provided by Financing Activities | 10,646,998 | 3,411,091 |
Net Increase (Decrease) in Cash and Cash Equivalents | 6,536,888 | (5,398,013) |
Cash and Cash Equivalents, Beginning of Period | 24,747,613 | 21,531,665 |
Cash and Cash Equivalents, End of Period | 31,284,501 | 16,133,652 |
Cash paid during the period | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Non-Cash Financing Activities | ||
Accumulated preferred stock dividend | 0 | 575,049 |
Conversion of Series A convertible preferred stock to common stock and payment of paid-in-kind dividends to Series A preferred stockholder | 0 | 39,885 |
Payment of accrued liabilities with common stock | $ 15,000 | $ 69,690 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Series B, Preferred Stock | Series A, Preferred Stock |
Balance, shares at Dec. 31, 2020 | 6,567,110 | 2,666,667 | 699,878 | |||
Balance, amount at Dec. 31, 2020 | $ 17,207,557 | $ 6,567 | $ 146,353,232 | $ (129,155,608) | $ 2,667 | $ 699 |
Shares issued to consultant & directors for services, shares | 24,200 | 0 | 0 | |||
Shares issued to consultant & directors for services, amount | 69,690 | $ 24 | 69,666 | 0 | $ 0 | $ 0 |
Stock-based compensation | 60,068 | 0 | 60,068 | 0 | 0 | 0 |
Net loss for the three months ended March 31, 2021 | (2,011,988) | $ 0 | 0 | (2,011,988) | $ 0 | $ 0 |
Balance, shares at Mar. 31, 2021 | 6,591,310 | 2,666,667 | 699,878 | |||
Balance, amount at Mar. 31, 2021 | 15,325,327 | $ 6,591 | 146,482,966 | (131,167,596) | $ 2,667 | $ 699 |
Balance, shares at Dec. 31, 2020 | 6,567,110 | 2,666,667 | 699,878 | |||
Balance, amount at Dec. 31, 2020 | 17,207,557 | $ 6,567 | 146,353,232 | (129,155,608) | $ 2,667 | $ 699 |
Stock-based compensation | 300,583 | |||||
Net loss for the three months ended March 31, 2021 | (5,534,340) | |||||
Balance, shares at Sep. 30, 2021 | 7,208,739 | 2,666,667 | 663,767 | |||
Balance, amount at Sep. 30, 2021 | 15,484,581 | $ 7,209 | 150,163,990 | (134,689,948) | $ 2,667 | $ 663 |
Balance, shares at Mar. 31, 2021 | 6,591,310 | 2,666,667 | 699,878 | |||
Balance, amount at Mar. 31, 2021 | 15,325,327 | $ 6,591 | 146,482,966 | (131,167,596) | $ 2,667 | $ 699 |
Stock-based compensation | 186,335 | 0 | 186,335 | 0 | 0 | 0 |
Net loss for the three months ended March 31, 2021 | (1,610,097) | $ 0 | 0 | (1,610,097) | $ 0 | $ 0 |
Conversion of 16,026 preferred shares to 1,846 shares of common shares, shares | 1,846 | 0 | (16,026) | |||
Conversion of 16,026 preferred shares to 1,846 shares of common shares, amount | 0 | $ 2 | 14 | 0 | $ 0 | $ (16) |
Shares issued to consultant for services, shares | 2,347 | 0 | 0 | |||
Shares issued to consultant for services, amount | 15,000 | $ 2 | 14,998 | 0 | $ 0 | $ 0 |
Balance, shares at Jun. 30, 2021 | 6,595,503 | 2,666,667 | 683,852 | |||
Balance, amount at Jun. 30, 2021 | 13,916,565 | $ 6,595 | 146,684,313 | (132,777,693) | $ 2,667 | $ 683 |
Stock-based compensation | 54,180 | 0 | 54,180 | 0 | 0 | 0 |
Net loss for the three months ended March 31, 2021 | (1,912,255) | $ 0 | 0 | (1,912,255) | $ 0 | $ 0 |
Shares issued to consultant for services, shares | 2,035 | 0 | 0 | |||
Shares issued to consultant for services, amount | 15,000 | $ 2 | 14,998 | 0 | $ 0 | $ 0 |
Conversion of 20,085 preferred shares to 2,382 shares of common shares, shares | 2,382 | 0 | (20,085) | |||
Conversion of 20,085 preferred shares to 2,382 shares of common shares, amount | 0 | $ 3 | 17 | 0 | $ 0 | $ (20) |
Shares issued - registered offerings - net of offering costs, shares | 608,819 | 0 | 0 | |||
Shares issued - registered offerings - net of offering costs, amount | 3,411,091 | $ 609 | 3,410,482 | 0 | $ 0 | $ 0 |
Balance, shares at Sep. 30, 2021 | 7,208,739 | 2,666,667 | 663,767 | |||
Balance, amount at Sep. 30, 2021 | 15,484,581 | $ 7,209 | 150,163,990 | (134,689,948) | $ 2,667 | $ 663 |
Balance, shares at Dec. 31, 2021 | 9,759,223 | |||||
Balance, amount at Dec. 31, 2021 | 24,791,127 | $ 9,759 | 161,772,641 | (136,991,273) | ||
Shares issued to consultant & directors for services, amount | 15,000 | 8 | 14,992 | 0 | ||
Stock-based compensation | 264,936 | 0 | 264,936 | 0 | ||
Net loss for the three months ended March 31, 2021 | (2,049,529) | $ 0 | 0 | (2,049,529) | ||
Shares issued to consultant for services, shares | 8,810 | |||||
Shares issued - registered offerings - net of offering costs, shares | 820,641 | |||||
Shares issued - registered offerings - net of offering costs, amount | 5,412,863 | $ 822 | 5,412,041 | 0 | ||
Balance, shares at Mar. 31, 2022 | 10,588,674 | |||||
Balance, amount at Mar. 31, 2022 | 28,434,397 | $ 10,589 | 167,464,610 | (139,040,802) | ||
Balance, shares at Dec. 31, 2021 | 9,759,223 | |||||
Balance, amount at Dec. 31, 2021 | 24,791,127 | $ 9,759 | 161,772,641 | (136,991,273) | ||
Stock-based compensation | 614,367 | |||||
Net loss for the three months ended March 31, 2021 | (5,589,701) | |||||
Balance, shares at Sep. 30, 2022 | 11,539,932 | |||||
Balance, amount at Sep. 30, 2022 | 30,507,791 | $ 11,540 | 173,077,225 | (142,580,974) | ||
Balance, shares at Mar. 31, 2022 | 10,588,674 | |||||
Balance, amount at Mar. 31, 2022 | 28,434,397 | $ 10,589 | 167,464,610 | (139,040,802) | ||
Stock-based compensation | 173,772 | 0 | 173,772 | 0 | ||
Net loss for the three months ended March 31, 2021 | (1,502,642) | $ 0 | 0 | (1,502,642) | ||
Shares issued to consultant for services, shares | 1,796 | |||||
Shares issued to consultant for services, amount | 15,000 | $ 2 | 14,998 | 0 | ||
Shares issued - registered offerings - net of offering costs, shares | 418,530 | |||||
Shares issued - registered offerings - net of offering costs, amount | 2,181,982 | $ 418 | 2,181,564 | 0 | ||
Balance, shares at Jun. 30, 2022 | 11,009,000 | |||||
Balance, amount at Jun. 30, 2022 | 29,302,509 | $ 11,009 | 169,834,944 | (140,543,444) | ||
Stock-based compensation | 175,659 | 0 | 175,659 | 0 | ||
Net loss for the three months ended March 31, 2021 | (2,037,530) | $ 0 | 0 | (2,037,530) | ||
Shares issued to consultant for services, shares | 3,218 | |||||
Shares issued to consultant for services, amount | 15,000 | $ 3 | 14,997 | 0 | ||
Shares issued - registered offerings - net of offering costs, shares | 527,714 | |||||
Shares issued - registered offerings - net of offering costs, amount | 3,052,153 | $ 528 | 3,051,625 | 0 | ||
Balance, shares at Sep. 30, 2022 | 11,539,932 | |||||
Balance, amount at Sep. 30, 2022 | $ 30,507,791 | $ 11,540 | $ 173,077,225 | $ (142,580,974) |
Basis of Presentation Summary o
Basis of Presentation Summary of Significant Accounting Policies and Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
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 | Note 1. Basis of Presentation, Summary of Significant Accounting Policies, and Nature of Operations Basis of presentation The accompanying unaudited condensed consolidated financial statements of Lightbridge Corporation and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America, including a summary of the Company’s significant accounting policies, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive condensed consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K for the year ended December 31, 2021. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three and nine-month periods have been made. Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Lightbridge”, “Company,” “we,” “us” or “our” mean Lightbridge Corporation and all entities included in our condensed consolidated financial statements. The Company was formed on October 6, 2006, when Thorium Power, Ltd., which was incorporated in the state of Nevada on February 2, 1999, merged with Thorium Power, Inc. (TPI), which was incorporated in the state of Delaware on January 8, 1992. On September 29, 2009, the Company changed its name from Thorium Power, Ltd. to Lightbridge Corporation and began its focus on developing and commercializing metallic nuclear fuels. The Company is a nuclear fuel technology company developing its next generation nuclear fuel technology. Going Concern, Liquidity and Management’s Plan The Company’s available working capital at September 30, 2022 and as of the date of this filing, exceeds its currently anticipated expenditures through the third quarter of 2023. However, there are inherent uncertainties in forecasting future expenditures, especially forecasting for uncertainties such as future research and development (R&D) costs and other cash outflows, as well as how the COVID-19 outbreak, including the emergence and spread of variant strains of the virus, 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, will require it to raise significant additional capital, including receiving government support. These uncertainties include the Company’s projected fuel development timeline of up to 15-20 years to fuel commercialization, the operational costs required to keep the fuel development project on schedule and the various risks of developing and commercializing the Company’s nuclear fuel. These uncertainties, when combined, raise substantial doubt about the Company’s ability to continue as a going concern for the 12 months following the date of this filing. The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. No adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern. 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 R&D expenses, until sufficient capital becomes available. At September 30, 2022, the Company had $31.3 million in cash and had a working capital surplus of $30.4 million. The Company’s net cash used in operating activities for the nine months ended September 30, 2022 was $4.1 million, and current projections indicate that the Company will have continued negative cash flows from operations for the foreseeable future. Net loss incurred for the nine months ended September 30, 2022 amounted to $5.6 million. As of September 30, 2022, the Company had an accumulated deficit of $142.6 million, representative of recurring losses since inception. The Company will continue to incur losses because it is in the early research and development stage of developing its nuclear fuel. The Company’s plans to fund future operations include: (1) raising additional capital through future equity issuances or debt financings; (2) additional funding through new relationships to help fund future R&D costs; and (3) seeking other sources of capital, including grants from the federal government. The Company may issue securities, including common stock, preferred stock, and stock purchase contracts through private placement transactions or registered public offerings, pursuant to current and future registration statements. The Company’s current shelf registration statement on Form S-3 was filed with the SEC on March 25, 2021, registering the sale of up to $75 million of the Company’s securities and was declared effective on April 5, 2021. Due to the offering limitations applicable under General Instruction I.B.6. of Form S-3 and the market valuation of our future public float, the Company may be limited on the amount of funding available under this Form S-3 shelf registration statement in the future. There can be no assurance as to the future availability of equity capital or the acceptability of the terms upon which financing and capital might become available. The Company’s future liquidity needs to develop its nuclear fuel are long-term, and the ability to address those needs and 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. Basis of Consolidation These condensed consolidated financial statements include the accounts of Lightbridge, a Nevada corporation, and the Company’s wholly-owned subsidiaries, TPI, a Delaware corporation, and Lightbridge International Holding LLC, a Delaware limited liability company. These wholly-owned subsidiaries are inactive. All significant intercompany transactions and balances have been eliminated in consolidation. Fair Value of Financial Instruments The Company’s consolidated financial instruments consist principally of cash and cash equivalents, and accounts payable. In accordance with the provisions of ASC 820, “Fair Value Measurements,” the Company determines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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. The Company generally applies the income approach to determine fair value. This method uses valuation techniques to convert future amounts to a single present amount. The measurement is based on the value indicated by current market expectations with respect to the future amounts. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to active markets for identical assets and liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows: Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities Level 2 - Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted prices that are observable for the asset or liability Level 3 - Unobservable inputs that reflect management’s assumptions For disclosure purposes, assets and liabilities are classified in their entirety in the fair value hierarchy level based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy levels. Quoted market prices were applied to determine the fair value of U.S. Treasury Bill investments; therefore they were categorized as Level 1 on the fair value hierarchy. The Company buys and holds short-term U.S. Treasury Bills to maturity. 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 or other debt financing in order to support its future R&D activities required to further enhance and complete the development of its fuel products to a proof-of-concept stage and a commercial stage thereafter. 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 available in the future to continue its fuel development activities, and a failure to do so would have a material adverse effect on the Company’s future R&D 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 short-term and long-term R&D milestones toward commercialization, 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. Cash and Cash Equivalents The Company may at times invest its excess cash in interest bearing accounts and U.S. 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. The Company deems this credit risk not to be significant as its cash is and was held by two prominent financial institutions in 2022 and 2021. The Company buys and holds short-term U.S. Treasury Bills to maturity. U.S. Treasury Bills held by the Company totaled $20.0 million and $9.0 million at September 30, 2022 and December 31, 2021, respectively. The remaining cash balances of $11.3 million and $15.7 million at September 30, 2022 and December 31, 2021, respectively, are on deposit with two prominent financial institutions. Contributed Services - Research and Development The Company was awarded a grant in 2019 and a second grant in 2021 from the United States Department of Energy (DOE) which represented contributed services to further the Company’s R&D activities. The Company concluded that its government grants were not within the scope of the revenue recognition standard ASC Topic 606 as they did not meet the definition of a contract with a customer. Additionally, the Company concluded that the grants met the definition of a contribution, as the grants were a non-reciprocal transaction. As such, the Company determined that Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition applies for these contributed services, even though the Company is a business entity, as guidance in the contributions received subsections of Subtopic 958-605 applies to all entities (not-for-profits and business entities). The Company early adopted Accounting Standards Update 2020-07 in the fourth quarter of 2021, which amends Subtopic 958-605 and further clarifies the presentation and disclosure about contributions. Subtopic 958-605 requires that nonfinancial assets, which includes services, such as the research and development services provided under the Gateway for Accelerated Innovation in Nuclear (GAIN) vouchers described in Note 5, should be shown on a gross method at the fair value of the services contributed, with contributed services - research and development shown as other operating income and the related costs as a charge to research and development expense, rather than depicting contributed services - research and development as a reduction of research and development expense. The fair value of contributed services was determined by the cost of professional time and materials which were charged by the subcontractor who fulfilled the services contributed under the grant award. The principal market used to arrive at fair value is the market in which the Company operates. The Company recognized contributed services - research and development of $0.1 million and $0.3 million for the three months and nine months ended September 30, 2022 and $0.3 million and $0.5 million for the three months and nine months ended September 30, 2021. Trademarks Costs for filing and legal fees for trademark applications are capitalized. Trademarks are considered intangible assets with an indefinite useful life and therefore are not amortized. The Company performed an impairment test in the fourth quarter of 2021 and no impairment of the trademarks was identified. As of September 30, 2022 and December 31, 2021, the carrying value of trademarks was $0.1 million. Leases In accordance with ASU 2016-02, Leases (Topic 842) 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, All outstanding warrants expired on May 16, 2022. 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 any stock options granted is measured at the grant date. In accordance with ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Awards with service-based vesting conditions only: Expense is 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 is 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 basis over the requisite service period until a higher performance-based condition is met, if applicable. Awards with market-based vesting conditions: Expense is 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 accelerates 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 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 for stock options. The Company estimates forfeitures at the time of grant and revises the estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate estimate used for all equity awards was zero, based on the experience of the Company having an insignificant historical forfeiture rate. Shares that are issued to employees upon exercise of the stock options may be issued net of a number of shares with a fair value equal to the required tax withholding requirements to be paid by the Company regarding its tax withholding obligations. As a result, the actual number of shares issued are fewer than the actual number of shares exercised under the stock option or on the dates of vesting of Restricted Stock Unit (RSU) grants. The Company grants two types of Restricted Stock Awards (“RSAs”). The first type is an award of our shares that have full voting rights and dividend rights (with dividends paid upon vesting of the RSA) but are restricted with regard to sale or transfer before vesting. As such, they are shown as shares issued and outstanding. These restrictions lapse over the vesting period. The shares are forfeited and returned to the Company if they do not vest. The RSAs are included in common stock issued and outstanding and are considered contingently issuable in the calculation of weighted-average shares outstanding for purposes of calculating earnings per share. The consolidated statement of changes in stockholders’ equity shows the initial grant of RSAs as a reclassification from additional paid-in capital to common stock, with any compensation expense related to the RSAs included in stock-based compensation. The second type of RSAs granted by the Company have only performance conditions. These RSAs do not have voting and dividend rights until they vest as ordinary common shares and are not included in common stock issued and outstanding. Recent Accounting Pronouncements In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance In August 2020, the FASB issued ASU 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), Debt: Debt with Conversion and Other Options Earnings Per Share The FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share | |
Note 2. Net Loss Per Share | Note 2. Net Loss Per Share Basic net loss per share is computed using the weighted-average number of common shares outstanding during the year 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 6. Stockholders’ Equity and Stock-Based Compensation). The common stock equivalents of performance-based milestone compensation arrangements are included as potentially dilutive shares only if the performance condition has been met as of the end of the reporting period. 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 (dollars in millions, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Basic Numerator Net loss attributable to common stockholders $ (2.0 ) $ (2.1 ) $ (5.6 ) $ (6.1 ) Denominator Weighted-average common shares outstanding 11,085,657 6,759,662 10,633,664 6,648,803 Basic net loss per share $ (0.18 ) $ (0.31 ) $ (0.53 ) $ (0.92 ) Diluted Numerator Net loss attributable to common stockholders, basic $ (2.0 ) $ (2.1 ) $ (5.6 ) $ (6.1 ) Effect of dilutive securities — — — — Net loss, diluted $ (2.0 ) $ (2.1 ) $ (5.6 ) $ (6.1 ) Denominator Weighted average common shares outstanding - basic 11,085,657 6,759,662 10,633,664 6,648,803 Potential common share issuances Incremental dilutive shares from equity instruments (treasury stock method) — — — — Weighted-average common shares outstanding- diluted 11,085,657 6,759,662 10,633,664 6,648,803 Diluted net loss per share $ (0.18 ) $ (0.31 ) $ (0.53 ) $ (0.92 ) 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 three and nine months ended September 30, 2022 and 2021 and because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock: September 30, 2022 2021 Warrants outstanding — 45,577 Stock options outstanding 525,903 568,995 RSAs outstanding 188,588 — RSUs outstanding — 235,850 Series A convertible preferred stock to common shares — 79,279 Series B convertible preferred stock to common shares — 286,620 Total 714,491 1,216,321 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Payable and Accrued Liabilities | |
Note 3. Accounts Payable And Accrued Liabilities | Note 3. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following (dollars in millions): September 30, December 31, 2022 2021 Trade payables $ 0.1 $ 0.1 Accrued legal and consulting expenses — 0.1 Accrued bonuses 1.1 — Total $ 1.2 $ 0.2 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies (Note 4) | |
Note 4. Commitments And Contingencies | Note 4. Commitments and Contingencies Commitments Operating Leases The Company leased office space for a 12-month term from January 1, 2022 through December 31, 2022 with a monthly payment of approximately $8,000. The future minimum lease payments required under the non-cancellable operating leases for 2022 total approximately $23,000. Total rent expense for the three and nine months ended September 30, 2022 was approximately $23,000 and $70,000, respectively. Total rent expense for the three and nine months ended September 30, 2021 was approximately $30,000 and $91,000, respectively. |
Research and Development Costs
Research and Development Costs | 9 Months Ended |
Sep. 30, 2022 | |
Research and Development Costs | |
Note 5. Research And Development Costs | Note 5. Research and Development Costs On December 19, 2019, the Company was awarded a voucher from the DOE’s GAIN program to support development of Lightbridge Fuel™ in collaboration with Idaho National Laboratory (INL). The scope of the project included experiment design for irradiation of Lightbridge metallic fuel material samples in the Advanced Test Reactor at INL. On April 22, 2020, the Company entered into a Cooperative Research and Development Agreement (CRADA) with Battelle Energy Alliance, LLC (Battelle), 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 voucher award can only be used to conduct the experiment defined in the CRADA. All work was completed on this GAIN voucher in the third quarter of 2021. This experiment design forms the basis of the Company’s current and future efforts with the INL. The Company had no cash payment obligations related to the GAIN voucher, but did provide in-kind services consisting of project management, quality assurance, and technical oversight under the CRADA. The DOE incurred payment obligations to Battelle, related to the work done under the GAIN voucher. As of December 31, 2021, the total final project amount recorded as contributed services - research and development was $0.5 million. During the three and nine months ended September 30, 2021, the Company recorded $0.3 million and $0.4 million of contributed services - research and development for the work that was completed by Battelle. On March 25, 2021, the Company was awarded a second voucher from the DOE’s GAIN program to support development of Lightbridge Fuel™ in collaboration with the Pacific Northwest National Laboratory (PNNL). The scope of this project is to demonstrate Lightbridge’s nuclear fuel casting process using depleted uranium, a key step in the manufacture of Lightbridge Fuel™. On July 14, 2021, the Company executed a CRADA with the Battelle Memorial Institute, Pacific Northwest Division, the operating contractor of the PNNL, in collaboration with the DOE. The total project value is $0.7 million, with three-quarters of this amount expected to be paid by DOE for the scope of work performed by Battelle and the remaining amount provided by Lightbridge, by providing in-kind services to the project. The project commenced in the third quarter of 2021 and is expected to be completed by the end of 2022. During the three and nine months ended September 30, 2022, the Company recorded $0.1 million and $0.3 million of contributed services - research and development, respectively, and during the three and nine months ended September 30, 2021, the Company recorded $21,000 for the work that was completed by Battelle. The contributed services - research and development for both GAIN vouchers were recorded in the Other Operating Income section of the condensed consolidated statement of operations and the corresponding amount was recorded as research and development expenses. The R&D services provided under the GAIN vouchers are utilized by the Company in its ongoing development of its next generation nuclear fuel technology. The Company believes that the amounts paid by the DOE to Battelle for the service provided does not differ materially from what the Company would have paid had it directly contracted for these services for its R&D activity. Recent Change in U.S. Tax Law Prior to 2022, Internal Revenue Code Section 174 allowed taxpayers to deduct R&D expenditures in the year in which they were incurred. The 2017 tax reform act amended Section 174, effective for amounts paid or incurred in tax years beginning after December 31, 2021, to require taxpayers to charge their R&D expenditures to a capital account. Capitalized costs are required to be amortized over five years (15 years for expenditures attributable to foreign research). Due to the Company’s future significant R&D expenses, the impact of this tax law change will mean that a significant portion of our total operating expenses will be taken as a deduction over a 5-year period rather than being currently deductible. The Company does not expect to pay cash taxes as a result of this change as our remaining operating expenses after excluding R&D expenses are significant and the Company expects to continue to generate losses for tax purposes. |
Stockholders Equity and StockBa
Stockholders Equity and StockBased Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity and StockBased Compensation | |
Note 6. Stockholders' Equity And Stock-based Compensation | Note 6. Stockholders’ Equity and Stock-Based Compensation At September 30, 2022, the Company had 11,539,932 common shares outstanding (including outstanding RSAs totaling 188,588 shares). Also outstanding were stock options relating to 525,903 shares of common stock and performance-based RSA awards of 188,588 shares, all totaling 12,254,423 shares of common stock and all common stock equivalents, outstanding at September 30, 2022. The performance-based RSA awards of 188,588 shares are not included as common stock outstanding due to managements’ probability assessment of not meeting the performance-based milestone at September 30, 2022. At December 31, 2021, the Company had 9,759,223 common shares outstanding (including outstanding RSAs totaling 188,588 shares). Also outstanding were warrants relating to 45,577 shares of common stock, stock options relating to 538,713 shares of common stock and performance-based RSA awards of 188,588 shares, all totaling 10,532,101 shares of common stock and all common stock equivalents, outstanding at December 31, 2021. The performance-based RSA awards of 188,588 shares were not included as common stock outstanding due to managements’ probability assessment of not meeting the performance-based milestone at December 31, 2021. Common Stock Equity Offerings ATM Offerings On May 28, 2019, the Company entered into an at-the-market (ATM) equity offering sales agreement with Stifel, Nicolaus & Company, Incorporated (Stifel), which was amended on April 9, 2021, 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. On March 25, 2021, the Company filed a new shelf registration statement on Form S-3, registering the sale of up to $75 million of the Company’s securities, which registration statement was declared effective on April 5, 2021. The Company filed a prospectus supplement, dated April 9, 2021, with the SEC pursuant to which the Company offered and sold shares of common stock having an aggregate offering price of up to $9.0 million through its ATM. After this offering was completed, the Company filed a second prospectus supplement, dated November 19, 2021, with the SEC pursuant to which the Company may offer and sell shares of common stock having an aggregate offering price of up to $20.0 million from time to time through its ATM. The Company records its ATM sales on a settlement date basis. The Company sold approximately 0.5 million and 1.8 million shares, respectively, under the ATM for the three and nine months ended September 30, 2022 resulting in net proceeds of approximately $3.0 million and $10.6 million, respectively, under the November 19, 2021 prospectus supplement. For the three and nine months ended September 30, 2021, the Company sold 0.6 million shares, resulting in net proceeds of $3.4 million. Preferred Stock Equity Offerings Exchange of Outstanding Series A and Series B Convertible Preferred Stock for Common Shares On October 29, 2021, the Company entered into an agreement with the holder of all of the outstanding Series A Preferred Stock, to exchange all of the outstanding Series A Preferred Stock and the payment-in-kind (PIK) dividends for 262,910 shares of the Company’s common stock ($10 per share induced conversion price), without any cash payments by either party. On December 3, 2021, the Company entered into a series of agreements with all of the holders of the Company’s Series B convertible preferred stock to exchange all outstanding Series B Preferred Stock for shares of the Company’s common stock at an exchange rate equal to the sum of the liquidation preference of the Series B Preferred Stock and the accrued and unpaid dividends thereon, divided by $10.00 per share. Upon the closing of the exchange, the Company issued an aggregate of 522,244 shares of common stock to the holders in exchange for all 2,666,667 issued and outstanding Series B Preferred Stock. The exchange for both Series A and Series B preferred stock was effected without registration under the Securities Act of 1933, as amended, pursuant to the exemption from registration set forth in Section 3(a)(9) of the Securities Act. In accordance with ASC 470-20, the Company accounted for both exchanges as an induced conversion based on the short period of time the exchange offer was open and that all equity securities pursuant to the original terms were exchanged. Pursuant to this accounting guidance, the Company evaluated the fair value of the incremental 183,098 common shares issued to the Series A Preferred stockholders. Based on the $9.57 closing stock price on October 29, 2021, the Company recorded to additional paid-in capital a deemed dividend of $1.8 million at the date of the exchange. Also, the Company evaluated the fair value of the incremental 232,111 common shares issued to the Series B Preferred stockholders. Based on the $7.57 closing stock price on December 3, 2021, the Company recorded to additional paid-in capital a deemed dividend of $1.8 million at the date of the exchange. Warrants The Company did not have any outstanding warrants as of September 30, 2022 and had 45,577 outstanding warrants as of December 31, 2021. The 45,577 warrants that were 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, expired on May 16, 2022. Stock-based Compensation 2020 Equity Incentive 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, and (d) Other Stock-Based and Cash-Based Awards. Stock Options During the nine months ended September 30, 2022, the Company issued 18,852 stock options to two consultants. These options were assigned a weighted average fair value of $3.98 per share. The value was determined using the Black-Scholes pricing model. The following assumptions for these option grants were used in the Black-Scholes pricing model: Expected volatility 97.58%-115.37 % Risk free interest rate 1.02%-3.275 % Dividend yield rate 0 Weighted average years 2 - 6 years Closing price per share - common stock $5.93 - $6.27 Stock options issued to the Company’s employees, directors and consultants are summarized as follows for the nine months ended September 30, 2022: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year - January 1, 2022 538,713 $ 18.51 $ 12.92 Granted 18,852 6.17 3.98 Exercised — — — Forfeited — — — Expired (31,662 ) 7.29 2.37 End of the period - September 30, 2022 525,903 $ 18.74 $ 13.23 Options exercisable 514,513 $ 19.03 $ 13.43 A summary of the Company’s non-vested options as of September 30, 2022 and December 31, 2021, and changes during the nine months ended September 30, 2022, is presented below: Shares Weighted Average Exercise Price Weighted Average Fair Value Grant Date Non-vested - December 31, 2021 11,766 $ 5.71 $ 4.25 Granted 18,852 6.17 3.98 Vested (19,228 ) 6.17 3.90 Forfeited — — — Non-vested- September 30, 2022 11,390 $ 5.69 $ 4.39 The above tables include stock options issued and outstanding as of September 30, 2022 as follows: i. A total of 339,855 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 $75.60 per share. From this total, 127,299 options are held by the Company’s Chief Executive Officer, who is also a director. All options issued to directors, officers, and employees, including those issued to the Company’s Chief Executive Officer, have a remaining contractual life ranging from 2.52 years to 7.17 years. ii. A total of 186,048 non-qualified 2 to 10-year options have been issued, and are outstanding, to consultants at exercise prices of $3.82 to $75.60 per share and have a remaining contractual life ranging from 0.61 years to 9.92 years. As of September 30, 2022, there was approximately $48,000 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 2.26 years. For stock options outstanding at September 30, 2022, the intrinsic value was $54,000. The following table provides certain information with respect to the above-referenced stock options that were outstanding and exercisable at September 30, 2022: 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-$9.00 5.69 128,407 $ 4.81 5.35 117,017 $ $4.72 $ 9.01-$12.48 5.85 116,544 $ 10.80 5.85 116,544 $ $10.80 $ 12.49-$24.00 4.37 195,090 $ 14.23 4.37 195,090 $ $14.23 $ 24.01-$72.00 2.97 62,771 $ 55.07 2.97 62,771 $ $55.07 $ 72.01-$75.60 2.40 23,091 $ 75.59 2.40 23,091 $ $75.59 Total 4.77 525,903 $ 18.74 4.67 514,513 $ $19.03 Common Share Issuances For the nine months ended September 30, 2022 and 2021, the Company issued 7,276 and 7,382 common shares, respectively, to its investor relations firm for services provided during the period. Restricted Stock Awards On November 18, 2021, the Board of Directors approved an equity grant of 188,588 RSAs, with a grant date fair value of $2.0 million, to all of the Company’s employees and two consultants, valued at the stock price on the grant date of $10.69 per share. These RSAs contain a performance-based accelerated vesting provision and a service-based vesting provision, with the service-based vesting provision being one-third vesting on each of the first three anniversaries of the date of grant. As of September 30, 2022 and December 31, 2021, the Company had deemed it not probable that the performance-based vesting provision would be met. These 188,588 shares were included in the total outstanding common shares at September 30, 2022 and December 31, 2021 and compensation expense will be recognized straight line over the three-year vesting period. A total of $0.5 million of compensation expense was recorded for the nine months ended September 30, 2022. Also on November 18, 2021, there was an additional performance-based equity grant of 188,588 RSAs, with a grant date fair value of $2 million, with immediate vesting upon the Company completing a business acquisition in 2022, subject to certain target financial performance metrics. The RSAs were valued at the stock price on the grant date of $10.69 per share. This RSA grant, based on managements’ probability assessment of meeting this milestone at September 30, 2022 and December 31, 2021, was not probable of being met and no stock-based compensation expense was recorded for the nine months ended September 30, 2022 and for the year ended December 31, 2021. These 188,588 RSAs were not included in the total outstanding common shares, on the accompanying balance sheets and changes in statements of stockholders’ equity at September 30, 2022 and December 31, 2021. The Company has been assessing the probability of achieving this performance condition at each reporting period in 2022 and will record the $2 million as an expense as well as include these performance-based RSAs in the total outstanding common shares, if there is a change to management’s assessment that it is probable that this performance-condition will be met. The following summarizes the Company’s RSAs activity: Weighted Number Average of Grant Date Shares Fair Value Total RSAs outstanding at January 1, 2022 377,176 $ 10.69 Total RSAs granted — $ — Total RSAs vested — $ — Total RSAs forfeited — $ — Total unvested RSAs outstanding at September 30, 2022 377,176 $ 10.69 Scheduled vesting for outstanding RSAs with service conditions at September 30, 2022 is as follows: Year Ending December 31, 2022 2023 2024 Total Scheduled vesting 62,862 62,864 62,862 188,588 As of September 30, 2022, there was $1.4 million of total unrecognized compensation cost related to these unvested RSAs compensation arrangements The compensation expense is recognized on a straight-line basis over the three-year vesting period and the total unrecognized compensation is expected to be recognized over a weighted-average period of 2.13 years. The components of total stock-based compensation expense included in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021 are as follows (dollars in millions): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 General and administrative expenses $ 0.2 $ 0.1 $ 0.6 $ 0.3 Total stock-based compensation expense $ 0.2 $ 0.1 $ 0.6 $ 0.3 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
Note 7. Related Party Transactions | Note 7. Related Party Transactions On February 9, 2022, the Company entered into an agreement with We Don’t Have Time Inc. (“WDHT”), an organization with a social media network platform dealing with the climate crisis, pursuant to which WDHT will provide a variety of climate-change related consulting services to the Company and the Company agreed to pay a monthly membership fee of $1,200 to WDHT through and including December 2022. Dr. Sweta Chakraborty, a member of the Company’s Board of Directors, is also the President and Executive Board Member of WDHT. For the three months and nine-months ended September 30, 2022, the Company incurred $3,600 and $10,800, respectively, in dues paid to WDHT. In addition, for the three months and nine-months ended September 30, 2022, the Company incurred $35,000 and $85,000, respectively, in fees to WDHT to attend two conferences in which the Company participated with WDHT to promote the Company’s nuclear fuel. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Note 8. Subsequent Events | Note 8. Subsequent Events Equity Transactions Sales under the 2021 ATM that were made from October 1, 2022 to the date of filing were approximately 41,000 shares common stock that totaled net proceeds of approximately $0.2 million. Increase in Authorized Common Shares On October 27, 2022, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada, increasing the number of shares of common stock the Company is authorized to issue from 13,500,000 shares to 25,000,000 shares, with a par value of $0.001 per share. |
Basis of Presentation Summary_2
Basis of Presentation Summary of Significant Accounting Policies and Nature of Operations (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation Summary of Significant Accounting Policies and Nature of Operations | |
Basis Of Presentation | The accompanying unaudited condensed consolidated financial statements of Lightbridge Corporation and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America, including a summary of the Company’s significant accounting policies, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive condensed consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K for the year ended December 31, 2021. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three and nine-month periods have been made. Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Lightbridge”, “Company,” “we,” “us” or “our” mean Lightbridge Corporation and all entities included in our condensed consolidated financial statements. The Company was formed on October 6, 2006, when Thorium Power, Ltd., which was incorporated in the state of Nevada on February 2, 1999, merged with Thorium Power, Inc. (TPI), which was incorporated in the state of Delaware on January 8, 1992. On September 29, 2009, the Company changed its name from Thorium Power, Ltd. to Lightbridge Corporation and began its focus on developing and commercializing metallic nuclear fuels. The Company is a nuclear fuel technology company developing its next generation nuclear fuel technology. |
Going Concern, Liquidity And Management's Plan | The Company’s available working capital at September 30, 2022 and as of the date of this filing, exceeds its currently anticipated expenditures through the third quarter of 2023. However, there are inherent uncertainties in forecasting future expenditures, especially forecasting for uncertainties such as future research and development (R&D) costs and other cash outflows, as well as how the COVID-19 outbreak, including the emergence and spread of variant strains of the virus, 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, will require it to raise significant additional capital, including receiving government support. These uncertainties include the Company’s projected fuel development timeline of up to 15-20 years to fuel commercialization, the operational costs required to keep the fuel development project on schedule and the various risks of developing and commercializing the Company’s nuclear fuel. These uncertainties, when combined, raise substantial doubt about the Company’s ability to continue as a going concern for the 12 months following the date of this filing. The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. No adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern. 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 R&D expenses, until sufficient capital becomes available. At September 30, 2022, the Company had $31.3 million in cash and had a working capital surplus of $30.4 million. The Company’s net cash used in operating activities for the nine months ended September 30, 2022 was $4.1 million, and current projections indicate that the Company will have continued negative cash flows from operations for the foreseeable future. Net loss incurred for the nine months ended September 30, 2022 amounted to $5.6 million. As of September 30, 2022, the Company had an accumulated deficit of $142.6 million, representative of recurring losses since inception. The Company will continue to incur losses because it is in the early research and development stage of developing its nuclear fuel. The Company’s plans to fund future operations include: (1) raising additional capital through future equity issuances or debt financings; (2) additional funding through new relationships to help fund future R&D costs; and (3) seeking other sources of capital, including grants from the federal government. The Company may issue securities, including common stock, preferred stock, and stock purchase contracts through private placement transactions or registered public offerings, pursuant to current and future registration statements. The Company’s current shelf registration statement on Form S-3 was filed with the SEC on March 25, 2021, registering the sale of up to $75 million of the Company’s securities and was declared effective on April 5, 2021. Due to the offering limitations applicable under General Instruction I.B.6. of Form S-3 and the market valuation of our future public float, the Company may be limited on the amount of funding available under this Form S-3 shelf registration statement in the future. There can be no assurance as to the future availability of equity capital or the acceptability of the terms upon which financing and capital might become available. The Company’s future liquidity needs to develop its nuclear fuel are long-term, and the ability to address those needs and 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. |
Basis Of Consolidation | These condensed consolidated financial statements include the accounts of Lightbridge, a Nevada corporation, and the Company’s wholly-owned subsidiaries, TPI, a Delaware corporation, and Lightbridge International Holding LLC, a Delaware limited liability company. These wholly-owned subsidiaries are inactive. All significant intercompany transactions and balances have been eliminated in consolidation. |
Fair Value Of Financial Instruments | The Company’s consolidated financial instruments consist principally of cash and cash equivalents, and accounts payable. In accordance with the provisions of ASC 820, “Fair Value Measurements,” the Company determines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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. The Company generally applies the income approach to determine fair value. This method uses valuation techniques to convert future amounts to a single present amount. The measurement is based on the value indicated by current market expectations with respect to the future amounts. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to active markets for identical assets and liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows: Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities Level 2 - Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted prices that are observable for the asset or liability Level 3 - Unobservable inputs that reflect management’s assumptions For disclosure purposes, assets and liabilities are classified in their entirety in the fair value hierarchy level based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy levels. Quoted market prices were applied to determine the fair value of U.S. Treasury Bill investments; therefore they were categorized as Level 1 on the fair value hierarchy. The Company buys and holds short-term U.S. Treasury Bills to maturity. |
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 or other debt financing in order to support its future R&D activities required to further enhance and complete the development of its fuel products to a proof-of-concept stage and a commercial stage thereafter. 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 available in the future to continue its fuel development activities, and a failure to do so would have a material adverse effect on the Company’s future R&D 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 short-term and long-term R&D milestones toward commercialization, 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. |
Cash And Cash Equivalents | The Company may at times invest its excess cash in interest bearing accounts and U.S. 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. The Company deems this credit risk not to be significant as its cash is and was held by two prominent financial institutions in 2022 and 2021. The Company buys and holds short-term U.S. Treasury Bills to maturity. U.S. Treasury Bills held by the Company totaled $20.0 million and $9.0 million at September 30, 2022 and December 31, 2021, respectively. The remaining cash balances of $11.3 million and $15.7 million at September 30, 2022 and December 31, 2021, respectively, are on deposit with two prominent financial institutions. |
Contributed Services - Research And Development | The Company was awarded a grant in 2019 and a second grant in 2021 from the United States Department of Energy (DOE) which represented contributed services to further the Company’s R&D activities. The Company concluded that its government grants were not within the scope of the revenue recognition standard ASC Topic 606 as they did not meet the definition of a contract with a customer. Additionally, the Company concluded that the grants met the definition of a contribution, as the grants were a non-reciprocal transaction. As such, the Company determined that Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition applies for these contributed services, even though the Company is a business entity, as guidance in the contributions received subsections of Subtopic 958-605 applies to all entities (not-for-profits and business entities). The Company early adopted Accounting Standards Update 2020-07 in the fourth quarter of 2021, which amends Subtopic 958-605 and further clarifies the presentation and disclosure about contributions. Subtopic 958-605 requires that nonfinancial assets, which includes services, such as the research and development services provided under the Gateway for Accelerated Innovation in Nuclear (GAIN) vouchers described in Note 5, should be shown on a gross method at the fair value of the services contributed, with contributed services - research and development shown as other operating income and the related costs as a charge to research and development expense, rather than depicting contributed services - research and development as a reduction of research and development expense. The fair value of contributed services was determined by the cost of professional time and materials which were charged by the subcontractor who fulfilled the services contributed under the grant award. The principal market used to arrive at fair value is the market in which the Company operates. The Company recognized contributed services - research and development of $0.1 million and $0.3 million for the three months and nine months ended September 30, 2022 and $0.3 million and $0.5 million for the three months and nine months ended September 30, 2021. |
Trademarks | Costs for filing and legal fees for trademark applications are capitalized. Trademarks are considered intangible assets with an indefinite useful life and therefore are not amortized. The Company performed an impairment test in the fourth quarter of 2021 and no impairment of the trademarks was identified. As of September 30, 2022 and December 31, 2021, the carrying value of trademarks was $0.1 million. |
Leases | In accordance with ASU 2016-02, Leases (Topic 842) |
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, All outstanding warrants expired on May 16, 2022. |
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 any stock options granted is measured at the grant date. In accordance with ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Awards with service-based vesting conditions only: Expense is 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 is 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 basis over the requisite service period until a higher performance-based condition is met, if applicable. Awards with market-based vesting conditions: Expense is 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 accelerates 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 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 for stock options. The Company estimates forfeitures at the time of grant and revises the estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate estimate used for all equity awards was zero, based on the experience of the Company having an insignificant historical forfeiture rate. Shares that are issued to employees upon exercise of the stock options may be issued net of a number of shares with a fair value equal to the required tax withholding requirements to be paid by the Company regarding its tax withholding obligations. As a result, the actual number of shares issued are fewer than the actual number of shares exercised under the stock option or on the dates of vesting of Restricted Stock Unit (RSU) grants. The Company grants two types of Restricted Stock Awards (“RSAs”). The first type is an award of our shares that have full voting rights and dividend rights (with dividends paid upon vesting of the RSA) but are restricted with regard to sale or transfer before vesting. As such, they are shown as shares issued and outstanding. These restrictions lapse over the vesting period. The shares are forfeited and returned to the Company if they do not vest. The RSAs are included in common stock issued and outstanding and are considered contingently issuable in the calculation of weighted-average shares outstanding for purposes of calculating earnings per share. The consolidated statement of changes in stockholders’ equity shows the initial grant of RSAs as a reclassification from additional paid-in capital to common stock, with any compensation expense related to the RSAs included in stock-based compensation. The second type of RSAs granted by the Company have only performance conditions. These RSAs do not have voting and dividend rights until they vest as ordinary common shares and are not included in common stock issued and outstanding. |
Recent Accounting Pronouncements - To Be Adopted | In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance In August 2020, the FASB issued ASU 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), Debt: Debt with Conversion and Other Options Earnings Per Share The FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share | |
Schedule For Net Loss Per Share | Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Basic Numerator Net loss attributable to common stockholders $ (2.0 ) $ (2.1 ) $ (5.6 ) $ (6.1 ) Denominator Weighted-average common shares outstanding 11,085,657 6,759,662 10,633,664 6,648,803 Basic net loss per share $ (0.18 ) $ (0.31 ) $ (0.53 ) $ (0.92 ) Diluted Numerator Net loss attributable to common stockholders, basic $ (2.0 ) $ (2.1 ) $ (5.6 ) $ (6.1 ) Effect of dilutive securities — — — — Net loss, diluted $ (2.0 ) $ (2.1 ) $ (5.6 ) $ (6.1 ) Denominator Weighted average common shares outstanding - basic 11,085,657 6,759,662 10,633,664 6,648,803 Potential common share issuances Incremental dilutive shares from equity instruments (treasury stock method) — — — — Weighted-average common shares outstanding- diluted 11,085,657 6,759,662 10,633,664 6,648,803 Diluted net loss per share $ (0.18 ) $ (0.31 ) $ (0.53 ) $ (0.92 ) |
Summary Of Diluted Weighted Shares Outstanding | September 30, 2022 2021 Warrants outstanding — 45,577 Stock options outstanding 525,903 568,995 RSAs outstanding 188,588 — RSUs outstanding — 235,850 Series A convertible preferred stock to common shares — 79,279 Series B convertible preferred stock to common shares — 286,620 Total 714,491 1,216,321 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Payable and Accrued Liabilities (Tables) | |
Schedule Of Accounts Payable And Accrued Liabilities | September 30, December 31, 2022 2021 Trade payables $ 0.1 $ 0.1 Accrued legal and consulting expenses — 0.1 Accrued bonuses 1.1 — Total $ 1.2 $ 0.2 |
Stockholders Equity and Stock_2
Stockholders Equity and StockBased Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity and StockBased Compensation | |
Schedule Of Share-based Compensation, Stock Options, Activity | Expected volatility 97.58%-115.37 % Risk free interest rate 1.02%-3.275 % Dividend yield rate 0 Weighted average years 2 - 6 years Closing price per share - common stock $5.93 - $6.27 |
Schedule Of Stock Option Transactions Of The Employees | Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year - January 1, 2022 538,713 $ 18.51 $ 12.92 Granted 18,852 6.17 3.98 Exercised — — — Forfeited — — — Expired (31,662 ) 7.29 2.37 End of the period - September 30, 2022 525,903 $ 18.74 $ 13.23 Options exercisable 514,513 $ 19.03 $ 13.43 |
Schedule Of Non-vested Options, Activity | Shares Weighted Average Exercise Price Weighted Average Fair Value Grant Date Non-vested - December 31, 2021 11,766 $ 5.71 $ 4.25 Granted 18,852 6.17 3.98 Vested (19,228 ) 6.17 3.90 Forfeited — — — Non-vested- September 30, 2022 11,390 $ 5.69 $ 4.39 |
Schedule Of Stock Options Exercisable | 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-$9.00 5.69 128,407 $ 4.81 5.35 117,017 $ $4.72 $ 9.01-$12.48 5.85 116,544 $ 10.80 5.85 116,544 $ $10.80 $ 12.49-$24.00 4.37 195,090 $ 14.23 4.37 195,090 $ $14.23 $ 24.01-$72.00 2.97 62,771 $ 55.07 2.97 62,771 $ $55.07 $ 72.01-$75.60 2.40 23,091 $ 75.59 2.40 23,091 $ $75.59 Total 4.77 525,903 $ 18.74 4.67 514,513 $ $19.03 |
Summary Of RSAs Activity | Weighted Number Average of Grant Date Shares Fair Value Total RSAs outstanding at January 1, 2022 377,176 $ 10.69 Total RSAs granted — $ — Total RSAs vested — $ — Total RSAs forfeited — $ — Total unvested RSAs outstanding at September 30, 2022 377,176 $ 10.69 |
Schedule vesting for outstanding RSA | Year Ending December 31, 2022 2023 2024 Total Scheduled vesting 62,862 62,864 62,862 188,588 |
Schedule Of Stock Based Compensation Expense | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 General and administrative expenses $ 0.2 $ 0.1 $ 0.6 $ 0.3 Total stock-based compensation expense $ 0.2 $ 0.1 $ 0.6 $ 0.3 |
Basis of Presentation Summary_3
Basis of Presentation Summary of Significant Accounting Policies and Nature of Operations (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 25, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Indefinite lived trademarks | $ 100,000 | $ 100,000 | $ 10,000,000,000 | |||
Deposits | 100,000 | 100,000 | 15,700,000 | |||
Contributed Services - Research And Development | $ 500,000 | 100,000 | $ 300,000 | $ 200,000 | 300,000 | |
Cash | 31,300,000 | 31,300,000 | ||||
Working Capital Surplus | 30,400,000 | 30,400,000 | ||||
Net Cash Used In Operating Activities | 4,100,000 | |||||
Net Losses | (5,600,000) | |||||
Accumulated Deficit | (142,600,000) | (142,600,000) | ||||
Sale | $ 75,000,000 | |||||
Cash, Fdic Insured Amount | $ 250,000 | 250,000 | ||||
Us Treasury Bills | $ 20,000,000 | $ 9,000,000 | ||||
Maximum [Member] | ||||||
Fuel Development Terms Of Years | 20 years | |||||
Common Stock | ||||||
Fuel Development Terms Of Years | 15 years |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss attributable to common stockholders | $ (2) | $ (2.1) | $ (5.6) | $ (6.1) |
Denominator | ||||
Weighted-average Common Shares Outstanding | 11,085,657 | 6,759,662 | 10,633,664 | 6,648,803 |
Basic net loss per share | $ (0.18) | $ (0.31) | $ (0.53) | $ (0.92) |
Numerator | ||||
Net Loss Attributable To Common Stockholders, Basic | $ (2) | $ (2.1) | $ (5.6) | $ (6.1) |
Effect Of Dilutive Securities | 0 | 0 | 0 | 0 |
Net Loss, Diluted | $ (2) | $ (2.1) | $ (5.6) | $ (6.1) |
Denominator: | ||||
Weighted average common shares outstanding - basic | 11,085,657 | 6,759,662 | 10,633,664 | 6,648,803 |
Potential Common Share Issuances: | ||||
Incremental dilutive shares from equity instruments (treasury stock method) | 0 | 0 | 0 | 0 |
Weighted-average Common Shares Outstanding | 11,085,657 | 6,759,662 | 10,633,664 | 6,648,803 |
Diluted Net Loss Per Share | $ (0.18) | $ (0.31) | $ (0.53) | $ (0.92) |
Net Loss Per Share (Details 1)
Net Loss Per Share (Details 1) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2021 | |
Net Loss Per Share | ||
Warrants Outstanding | 0 | 45,577 |
Stock Options Outstanding | 525,903 | 568,995 |
RSAs Outstanding | 188,588 | 0 |
RSUs Outstanding | 0 | 235,850 |
Series A Convertible Preferred Stock To Common Shares | 0 | 79,279 |
Series B Convertible Preferred Stock To Common Shares | 0 | 286,620 |
Outstanding Securities ,total | 714,491 | 1,216,321 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Liabilities | ||
Trade Payables | $ 0.1 | $ 0.1 |
Accrued Bonuses | 1.1 | 0 |
Accrued Legal And Consulting Expenses | 0 | 0.1 |
Total | $ 1.2 | $ 0.2 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies (Note 4) | ||||
Total Rent Expense | $ 23,000 | $ 30,000 | $ 70,000 | $ 91,000 |
Operating Lease Monthly Payment | 8,000 | |||
Future Minimum Lease Payments | $ 2,300,000,000 | |||
Operating Lease Term | 12 years |
Research and Development Costs
Research and Development Costs (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 14, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Contributed services research and development | $ 10,000 | $ 30,000 | $ 30,000 | $ 40,000 | ||
Total project value | $ 70,000 | $ 50,000 | ||||
Battelle [Member] | ||||||
Reserves | $ 2,100,000,000 | $ 2,100,000,000 |
Stockholders Equity and Stock_3
Stockholders Equity and StockBased Compensation (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
Dividend Yield Rate | $ | $ 0 |
Common Stock , Price Per Share | $ 6.27 |
Minimum Member | |
Common Stock , Price Per Share | $ 5.93 |
Expected Volatility | 97.58% |
Risk Free Interest Rate | 1.02% |
Weighted Average Years | 2 years |
Maximum Member | |
Common Stock , Price Per Share | $ 6.27 |
Expected Volatility | 115.37% |
Risk Free Interest Rate | 3.275% |
Weighted Average Years | 6 years |
Stockholders Equity and Stock_4
Stockholders Equity and StockBased Compensation (Details 1) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number Of Options | |
Options Outstanding, Beginning Of The Period | shares | 538,713 |
Options Outstanding, Granted | shares | 18,852 |
Options Outstanding, Exercised | shares | 0 |
Options Outstanding, Forfeited | shares | 0 |
Options Outstanding, Expired | shares | (31,662) |
Options Outstanding, Ending Of Period shares | shares | 525,903 |
Options Outstanding, Options Exercisable | shares | 514,513 |
Weighted Average Exercise Price | |
Weighted Average Exercise Price Beginning | $ 18.51 |
Weighted Average Exercise Price Stock Options Granted | 6.17 |
Weighted Average Exercise Price Stock Options Exercised | 0 |
Weighted Average Exercise Price Stock Options Forfeited | 0 |
Weighted Average Exercise Price Stock Options Expired | 7.29 |
Weighted Average Exercise Price Ending | 18.74 |
Weighted Average Exercise Price Options Exercisable | 19.03 |
Weighted Average Grant Date Fair Value | |
Weighted Average Fair Value Stock Options Beginning Of The Period | 12.92 |
Weighted Average Fair Value Stock Options Granted | 3.98 |
Weighted Average Fair Value Stock Options Exercised | 0 |
Weighted Average Fair Value Stock Options Forfeited | 0 |
Weighted Average Fair Value Stock Options Expired | 2.37 |
Weighted Average Fair Value stock Options Ending of peried | 13.23 |
Weighted Average Fair Value Options Exercisable | $ 13.43 |
Stockholders Equity and Stock_5
Stockholders Equity and StockBased Compensation (Details 2) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Shares, Granted | 0 | |
Shares, Vested | 0 | |
Weighted Average Fair Value Grant Date, Granted | $ 0 | |
Weighted Average Fair Value Grant Date, Vested | $ 0 | |
Options Held [Member] | ||
Shares, Non-vested, Beginning | 11,766 | |
Shares, Granted | 18,852 | |
Shares, Vested | (19,228) | |
Shares, Forfeited | 0 | |
Shares, Non-vested, Ending of the peried | 11,390 | 11,766 |
Weighted Average Exercise Price, Beginning | $ 5.69 | $ 5.71 |
Weighted Average Exercise Price, Granted | 6.17 | |
Weighted Average Exercise Price, Vested | 6.17 | |
Weighted Average Exercise Price, Forfeited | 0 | |
Weighted Average Fair Value Grant Date, Beginning | 4.25 | |
Weighted Average Fair Value Grant Date, Granted | 3.98 | |
Weighted Average Fair Value Grant Date, Vested | 3.90 | |
Weighted Average Fair Value Grant Date, Forfeited | 0 | |
Weighted Average Fair Value Grant Date, Ending of the period | $ 4.39 | $ 4.25 |
Stockholders Equity and Stock_6
Stockholders Equity and StockBased Compensation (Details 3) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Weighted Average Remaining Contractual Life - Years Stock Options Outstanding | 4 years 9 months 7 days |
Weighted Average Exercise Price Stock Options Outstanding | $ 18.74 |
Weighted Average Remaining Contractual Life- Years Of Stock Options Vested | 4 years 8 months 1 day |
Number Of Awards Stock Options Vested | shares | 514,513 |
Weighted Average Exercise Price Stock Option Vested | $ 19.03 |
Number Of Awards Stock Option Outstanding | shares | 525,903 |
Range One [Member] | |
Weighted Average Remaining Contractual Life - Years Stock Options Outstanding | 5 years 8 months 8 days |
Weighted Average Exercise Price Stock Options Outstanding | $ 4.81 |
Weighted Average Remaining Contractual Life- Years Of Stock Options Vested | 5 years 4 months 6 days |
Number Of Awards Stock Options Vested | shares | 117,017 |
Weighted Average Exercise Price Stock Option Vested | $ 4.72 |
Number Of Awards Stock Option Outstanding | shares | 128,407 |
Exercise Price Lower Range Limit | $ 3.82 |
Exercise Price Upper Range Limit | $ 9 |
Range Two [Member] | |
Weighted Average Remaining Contractual Life - Years Stock Options Outstanding | 5 years 10 months 6 days |
Weighted Average Exercise Price Stock Options Outstanding | $ 10.80 |
Weighted Average Remaining Contractual Life- Years Of Stock Options Vested | 5 years 10 months 6 days |
Number Of Awards Stock Options Vested | shares | 116,544 |
Weighted Average Exercise Price Stock Option Vested | $ 10.80 |
Number Of Awards Stock Option Outstanding | shares | 116,544 |
Exercise Price Lower Range Limit | $ 9.01 |
Exercise Price Upper Range Limit | $ 12.48 |
Range Three [Member] | |
Weighted Average Remaining Contractual Life - Years Stock Options Outstanding | 4 years 4 months 13 days |
Weighted Average Exercise Price Stock Options Outstanding | $ 14.23 |
Weighted Average Remaining Contractual Life- Years Of Stock Options Vested | 4 years 4 months 13 days |
Number Of Awards Stock Options Vested | shares | 195,090 |
Weighted Average Exercise Price Stock Option Vested | $ 14.23 |
Number Of Awards Stock Option Outstanding | shares | 195,090 |
Exercise Price Lower Range Limit | $ 12.49 |
Exercise Price Upper Range Limit | $ 24 |
Range Four [Member] | |
Weighted Average Remaining Contractual Life - Years Stock Options Outstanding | 2 years 11 months 19 days |
Weighted Average Exercise Price Stock Options Outstanding | $ 55.07 |
Weighted Average Remaining Contractual Life- Years Of Stock Options Vested | 2 years 11 months 19 days |
Number Of Awards Stock Options Vested | shares | 62,771 |
Weighted Average Exercise Price Stock Option Vested | $ 55.07 |
Number Of Awards Stock Option Outstanding | shares | 62,771 |
Exercise Price Lower Range Limit | $ 24.01 |
Exercise Price Upper Range Limit | $ 72 |
Range Five [Member] | |
Weighted Average Remaining Contractual Life - Years Stock Options Outstanding | 2 years 4 months 24 days |
Weighted Average Exercise Price Stock Options Outstanding | $ 75.59 |
Weighted Average Remaining Contractual Life- Years Of Stock Options Vested | 2 years 4 months 24 days |
Number Of Awards Stock Options Vested | shares | 23,091 |
Weighted Average Exercise Price Stock Option Vested | $ 75.59 |
Number Of Awards Stock Option Outstanding | shares | 23,091 |
Exercise Price Lower Range Limit | $ 72.01 |
Exercise Price Upper Range Limit | $ 75.60 |
Stockholders Equity and Stock_7
Stockholders Equity and StockBased Compensation (Details 4) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Stockholders Equity and StockBased Compensation | |
RSAs Options Outstanding, Beginning Of The Period | shares | 377,176 |
Options Outstanding, Granted | shares | 0 |
Options Outstanding, Forfeited | shares | 0 |
Options Outstanding Vested | shares | 0 |
RSAs Options Outstanding, Ending Of The Period | shares | 377,176 |
Weighted Average Fair Value Stock Options Beginning Of The Period | $ / shares | $ 10.69 |
Weighted Average Fair Value Stock Options Granted | $ / shares | 0 |
Weighted Average Fair Value Stock Options Forfeited | $ / shares | 0 |
Weighted Average Fair Value Stock Options Vested | $ / shares | 0 |
Weighted Average Fair Value Stock Options Ending Of The Period | $ / shares | $ 10.69 |
Stockholders Equity and Stock_8
Stockholders Equity and StockBased Compensation (Details 5) - Restricted Stock Units (RSUs) [Member] | Dec. 31, 2021 shares |
2022 | 62,862 |
2023 | 62,864 |
2024 | 62,862 |
Total | 188,588 |
Stockholders Equity and Stock_9
Stockholders Equity and StockBased Compensation (Details 6) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stockholders Equity and StockBased Compensation | ||||
Total Stock-based Compensation Expense | $ 0.2 | $ 0.1 | $ 0.6 | $ 0.3 |
General and administrative expense | $ 0.2 | $ 0.1 | $ 0.6 | $ 0.3 |
Stockholders Equity and Stoc_10
Stockholders Equity and StockBased Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Dec. 03, 2021 | Apr. 09, 2021 | Nov. 19, 2021 | Nov. 18, 2021 | Oct. 29, 2021 | Jun. 30, 2016 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 25, 2021 | |
Increased In Common Stock Shares Authorized | 188,588 | 188,588 | 188,588 | ||||||||
Convertible Restricted Stock | 188,588 | 188,588 | 188,588 | ||||||||
Stock Options Outstanding | 12,254,423 | 12,254,423 | 10,532,101 | ||||||||
Common Stock, Shares Outstanding | 11,539,932 | 11,539,932 | 9,759,223 | ||||||||
Restricted stock award not included outstanding shares | 188,588 | 188,588 | 188,588 | ||||||||
Common Stock, Shares Issued | 11,539,932 | 11,539,932 | 9,759,223 | ||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | ||||||||
Issuance Of Stock Option | 0 | ||||||||||
Exchange Of Outstanding Series A Convertible Preferred Stock For Common Shares [Member] | |||||||||||
Additional Common Stock Shares Issuable | 232,111 | 183,098 | |||||||||
Closing Stock Price | $ 7.57 | $ 9.57 | |||||||||
Additional Paid-in Capital A Deemed Dividend | $ 1,800,000 | $ 1,800,000 | |||||||||
Conversion of preferred share to common share | 262,910 | ||||||||||
Available-for-sale Securities [Member] | |||||||||||
Agreement To Sale Of Company's Securities | $ 75,000,000 | ||||||||||
Aggregate Offering Price | $ 9,000,000 | $ 20,000,000 | |||||||||
Non-vested stock options [Member] | |||||||||||
Net Unrecognized Compensation Cost | $ 48,000 | $ 48,000 | |||||||||
Recognized Weighted-average Period | 2 years 3 months 3 days | ||||||||||
Vested Stock Options [Member] | |||||||||||
Aggregate Intrinsic Value | $ 54,000 | $ 54,000 | |||||||||
New Atm Agreement [Member] | |||||||||||
Sold Of Atm | 500,000 | 1,800,000 | 600,000 | ||||||||
Proceeds For Sale Of Atm | $ 3,000,000 | $ 10,600,000 | $ 3,400,000 | ||||||||
Short Term Non Qualified Option [Member] | Advisory Board [Member] | Directors Officers And Employees [Member] | |||||||||||
Non-qualified Stock Options Granted | 339,855 | ||||||||||
Term Of Options | 10 years | ||||||||||
Common Stocks | |||||||||||
Common Stock, Shares Issued | 543,297 | 543,297 | 538,713 | ||||||||
Common Share Issuances [Member] | |||||||||||
Common Stock, Shares Issued | 7,276 | 7,276 | 7,382 | ||||||||
Series B Preferred Stock [Member] | Convertible Stock [Member] | |||||||||||
Preferred Stock, Shares Outstanding | 2,666,667 | 2,666,667 | |||||||||
Liquidation Preference Per Share | $ 10 | $ 10 | |||||||||
Issued To Investors On November 17, 2014 [Member] | |||||||||||
Warrants Outstanding, Total | 45,577 | 45,577 | 45,577 | ||||||||
Purchase Common Shares | 45,577 | ||||||||||
Exercise Price | $ 138.60 | ||||||||||
Reducedexercise Price | $ 75 | ||||||||||
Consultants [Member] | |||||||||||
Exercise Price | $ 3.98 | ||||||||||
Issuance Of Stock Option | 18,852 | ||||||||||
Non-qualified Stock Options Granted | 180,710 | ||||||||||
Consultants [Member] | Minimum [Member] | |||||||||||
Contractual Lives | 7 months 9 days | ||||||||||
Term Of Options | 2 years | ||||||||||
Exercise Price | $ 3.82 | ||||||||||
Consultants [Member] | Maximum [Member] | |||||||||||
Contractual Lives | 9 years 11 months 1 day | ||||||||||
Term Of Options | 10 years | ||||||||||
Exercise Price | $ 75.60 | ||||||||||
Chief Executive Officer [Member] | Short Term Non Qualified Option [Member] | Advisory Board [Member] | |||||||||||
Non-qualified Stock Options Outstanding | 127,299 | ||||||||||
Chief Executive Officer [Member] | Short Term Non Qualified Option [Member] | Minimum [Member] | Advisory Board [Member] | |||||||||||
Exercise Price | $ 3.82 | ||||||||||
Contractual Lives | 2 years 6 months 7 days | ||||||||||
Chief Executive Officer [Member] | Short Term Non Qualified Option [Member] | Maximum [Member] | Advisory Board [Member] | |||||||||||
Exercise Price | $ 75.60 | ||||||||||
Contractual Lives | 7 years 2 months 1 day | ||||||||||
Board of Directors Chairman [Member] | Restricted Stock Awards [Member] | |||||||||||
Additional Common Shares | 188,588 | 188,588 | 188,588 | 188,588 | |||||||
Common Shares Issuances Equity Grant Value | $ 2,000,000 | $ 2,000,000 | |||||||||
Common Shares Equity Grant Price Per Shares | $ 10.69 | $ 10.69 | |||||||||
Description Of Common Shares Issuances | These 188,588 RSAs were not included in the total outstanding common shares, on the accompanying balance sheets and changes in statements of stockholders’ equity at September 30, 2022 and December 31, 2021. The Company has been assessing the probability of achieving this performance condition at each reporting period in 2022 and will record the $2 million as an expense as well as include these performance-based RSAs in the total outstanding common shares, if there is a change to management’s assessment that it is probable that this performance-condition will be met | These 188,588 shares were included in the total outstanding common shares at September 30, 2022 and December 31, 2021 and compensation expense will be recognized straight line over the three-year vesting period. A total of $0.5 million of compensation expense was recorded for the nine months ended September 30, 2022 | |||||||||
Total Unrecognized Compensation Cost | $ 1,400,000 | $ 1,400,000 | |||||||||
Weighted-average period | 2 years 1 month 17 days | ||||||||||
General International Holdings, Inc [Member] | |||||||||||
Conversion Price | $ 10 | ||||||||||
Issued Of Aggregate Shares Of Common Stock | 522,244 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - We Dont Have Time Inc [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | |
Monthly membership fee | $ 1,200 | ||
Dues paid to WDHT | $ 3,600 | $ 10,800 | |
Fees to WDHT to attend conferences | $ 35,000 | $ 85,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2022 | Oct. 27, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock shares authorized | 13,500,000 | 13,500,000 | ||
Common stock par value | $ 0.001 | $ 0.001 | ||
Subsequent Event [Member] | ||||
Common stock shares authorized | 25,000,000 | |||
Common stock par value | $ 0.001 | |||
New Atm Agreement [Member] | Subsequent Event [Member] | ||||
Number of common shares Sales under the ATM | 41,000 | |||
Net proceeds common shares | $ 20 |