Lightbridge (NASDAQ: LTBR) sets up $75M at-the-market stock offer

Rhea-AI Filing Summary

Lightbridge Corporation filed a prospectus supplement for the offer and sale of up to $75,000,000 of its common stock under an at-the-market equity offering program.

The shares may be issued and sold from time to time through Jefferies LLC, acting as sales agent, pursuant to an existing Open Market Sale Agreement and the company’s effective shelf registration statement on Form S-3. The filing also includes a legal opinion and related consent from counsel, which are incorporated by reference into the registration statement.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2025

LIGHTBRIDGE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		001-34487		91-1975651
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

11710 Plaza America Drive, Suite 2000

Reston, VA 20190 

(Address of principal executive offices, including zip code)

(571) 730-1200

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:		Trading Symbol(s):		Name of Each Exchange on Which Registered:
Common Stock, $0.001 par value		LTBR		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On June 5, 2025, Lightbridge Corporation (the “Company”) entered into an Open Market Sale Agreement^SM (the “Sales Agreement”) with Jefferies LLC (the “Agent”) pursuant to which the Company may issue and sell from time to time shares of its common stock, par value $0.001 per share (the “Common Stock”), through the Agent as the Company’s sales agent. Sales of the Company’s Common Stock through the Agent, if any, will be made by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-287563) filed on May 23, 2025 with the Securities and Exchange Commission (the “SEC”) and declared effective on June 4, 2025 (the “Registration Statement”), and the base prospectus filed as part of the Registration Statement.

On September 26, 2025, the Company filed with the SEC a prospectus supplement for the offer and sale of up to $75,000,000 of our Common Stock pursuant to the Sales Agreement under the Registration Statement. The Company is filing this Current Report on Form 8-K for the purpose of incorporating by reference into the Registration Statement the items filed herewith as Exhibits 5.1 and 23.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Gary R. Henrie, Esq.
23.1		Consent of Gary R. Henrie, Esq. (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIGHTBRIDGE CORPORATION
Dated: September 26, 2025	By:	/s/ Seth Grae
	Name:	Seth Grae
	Title:	President and Chief Executive Officer

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FAQ

What did Lightbridge (LTBR) disclose in this 8-K?

Lightbridge Corporation disclosed that it filed a prospectus supplement for the offer and sale of up to $75,000,000 of its common stock under an at-the-market equity offering program.

How much common stock can Lightbridge sell under the new prospectus supplement?

The prospectus supplement covers the offer and sale of up to $75,000,000 of Lightbridge’s common stock pursuant to its at-the-market program.

What agreement governs Lightbridge’s at-the-market offering with Jefferies?

The sales are made under an Open Market Sale AgreementSM between Lightbridge Corporation and Jefferies LLC, which serves as the company’s sales agent.

Which registration statement does Lightbridge use for this at-the-market program?

The at-the-market offering is conducted under Lightbridge’s effective Form S-3 shelf registration statement, File No. 333-287563.

What exhibits did Lightbridge file in connection with this prospectus supplement?

Lightbridge filed an opinion of counsel (Exhibit 5.1) and a related consent of counsel (Exhibit 23.1), along with the cover page interactive data file (Exhibit 104).

Who is the sales agent for Lightbridge’s at-the-market equity offering?

Jefferies LLC acts as the sales agent for Lightbridge’s at-the-market equity offering of common stock.