LIGHTBRIDGE Corp: Form 10-Q for the period ended Sep 30, 2025

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is intended to help the reader understand Lightbridge Corporation, our operations, and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our unaudited condensed consolidated financial statements and the accompanying notes thereto contained in Part I, Item 1 of this report, as well as those included in our Annual Report on Form 10-K for the year ended December 31, 2024.

This MD&A consists of the following sections:

• Overview of Our Business and Recent Developments of Lightbridge Fuel™ - a general overview of our business and updates;
• Critical Accounting Estimates;
• Operations Review - an analysis of our condensed consolidated results of operations for the periods presented in our condensed consolidated financial statements; and
• Liquidity, Capital Resources, and Financial Position - an analysis of our cash flows and an overview of our financial position.

As discussed in more detail under “Forward-Looking Statements” preceding this MD&A, the following discussion contains forward-looking statements that are based on our management’s current expectations, estimates, and projections, which are subject to a number of risks and uncertainties. Our actual results may differ materially from those discussed in these forward-looking statements because of the risks and uncertainties inherent in future events, including those set forth under “Forward-Looking Statements” and Part II. Item 1A. Risk Factors included herein.

OVERVIEW OF OUR BUSINESS AND DEVELOPMENT OF LIGHTBRIDGE FUELTM

When used in this Quarterly Report on Form 10-Q, the terms “Lightbridge,” the “Company,” “we,” “our,” and “us” refer to Lightbridge Corporation together with its wholly-owned subsidiaries Lightbridge International Holding LLC and Thorium Power Inc. on a consolidated basis. Lightbridge’s principal executive offices are located at 11710 Plaza America Drive, Suite 2000, Reston, Virginia, 20190, USA.

Our Business and Current Industry Trends

At Lightbridge, we are developing next generation nuclear fuel for water-cooled reactors that could significantly improve the economics and safety of existing and new nuclear power plants, large and small, and enhance proliferation resistance of spent nuclear fuel while supplying clean energy to the electric grid or to “behind the meter” customers for electric power, including data centers. We believe that the world’s energy needs and climate goals can only be met if nuclear power’s share of the energy-generating mix grows substantially in the coming decades. We believe Lightbridge can benefit from a growing nuclear power industry, and that our nuclear fuel can help enable that growth to happen.

We believe our metallic fuel will offer significant economic and safety benefits over traditional nuclear fuel, primarily because of the superior heat transfer properties and the resulting lower operating temperature of our all-metal fuel.

The increased projected power need for data centers is driving large tech companies to invest in nuclear power, which in turn is driving utilities to seek ways to increase power output of existing nuclear plants and to explore deploying new plants. Data centers will need massive, constant power that nuclear power can provide. Advances in reactor technology, combined with growing corporate and governmental support for clean energy, can position nuclear power as a cornerstone of future energy strategies for data-intensive industries, which may be willing to pay a premium for reliable, clean, and sustainable baseload electricity. We believe that by integrating nuclear power, the data center sector can achieve operational efficiency, energy security, and sustainability. We believe uses of our fuel could include providing additional power via power uprates of existing reactors. Oil and gas producing companies are investing in low-emission energy technologies to reduce fossil fuel emissions from oil and gas production. Advances in nuclear reactor and fuel technology can position nuclear power as a key energy source for this purpose.

21

Table of Contents

Emerging nuclear technologies include small modular reactors (SMRs), which are now in the development and licensing phases. We expect that Lightbridge Fuel™ can provide water-cooled SMRs with the same benefits our technology brings to large reactors, with such benefits being even more meaningful to the economic case for deployment of SMRs, including potential load following capability when included on a virtually zero-carbon electric grid with renewable energy sources. We expect Lightbridge Fuel™ to enable power uprates in SMRs.

We have built a significant portfolio of patents, and we anticipate testing our nuclear fuel through third-party vendors and others, including the United States Department of Energy’s (DOE) national laboratories. Currently, we are performing the majority of our R&D activities within and in collaboration with the DOE’s national laboratories.

Use of Artificial Intelligence Tools

We continue to explore and adopt innovative technologies to enhance our business operations and research capabilities. In this regard, the Company has begun utilizing certain nuclear industry-focused artificial intelligence tools that leverage machine learning and advanced analytics to support information gathering, data analysis, and research workflows related to nuclear fuel development and industry trends.

The Company uses tools to supplement internal analysis and decision-making. While the tool is designed to improve efficiency and support our R&D and market research efforts, it does not replace the professional judgment of our management, engineers, or other technical personnel. The Company does not rely exclusively on AI-generated content or recommendations for any material regulatory submissions, safety decisions, or financial reporting.

Recent Developments of Lightbridge Fuel™

Loading of Capsules Containing Lightbridge Fuel Material Samples for Irradiation Testing

On October 9, 2025 we announced the successful completion of the loading of capsules containing Lightbridge Fuel material samples comprised of enriched uranium‑zirconium alloy, recently manufactured at INL, into an experiment assembly. The experiment assembly was inserted into the ATR for irradiation testing in October 2025.

Memorandum of Understanding with Oklo, Inc.

In January 2025, we signed a memorandum of understanding (MOU) with Oklo, Inc. Oklo is developing advanced micro-reactors to provide clean, reliable, and affordable energy at scale. The scope of the MOU includes the following areas: (1) to conduct a preliminary evaluation of feasibility of co-locating a Lightbridge Commercial-scale Fuel Fabrication Facility at Oklo’s proposed commercial fuel fabrication facility; (2) to explore opportunities for collaboration on reprocessing and recycling of spent uranium zirconium fuel; and (3) to explore any other areas of collaboration that may be of mutual interest. We believe there may be some potential synergies in co-locating our commercial scale fuel fabrication facility at Oklo’s proposed site. We also believe recycling and reprocessing spent uranium-zirconium fuel may represent another area of potential synergies.

Idaho National Laboratory Agreements

In December 2022, Lightbridge entered into agreements with Battelle Energy Alliance, LLC (BEA), the DOE’s operating contractor for Idaho National Laboratory (INL), to support the development of Lightbridge Fuel™. The framework agreements use an innovative structure that consists of an “umbrella” Strategic Partnership Project Agreement (SPPA) and an “umbrella” Cooperative Research and Development Agreement (CRADA), each with BEA, with an initial duration of seven years.

We anticipate that the initial phase of work under the two agreements that has been released will culminate in the insertion of extruded unclad fuel material samples using enriched uranium supplied by the DOE for irradiation testing in the ATR at INL. The initial phase of work aims to generate irradiation performance data for Lightbridge’s delta-phase uranium-zirconium alloy relating to various thermophysical properties. The data will support fuel performance modeling and regulatory licensing efforts for commercial deployment of Lightbridge Fuel™. We use a rolling wave planning approach for project management purposes on the released scopes of work. It is an iterative planning technique in which the work to be accomplished in the near term is planned in detail, while work further in the future is planned at a higher level. As such, periodic revisions to the scope and/or cost estimates are anticipated.

On March 26, 2024 and October 24, 2024, the Company and BEA entered into Modifications No. 2 and No. 3 respectively, to Project Task Statement (PTS) No. 1 under the SPPA, dated December 9, 2022, as amended on May 23, 2023, by and between the Company and BEA. Pursuant to the terms of Modifications No. 2 and No. 3, the potential amounts payable by the Company to reimburse BEA for its expenses and employee time were increased by approximately $0.6 million and $0.3 million, respectively, bringing the total estimated cost for the work to be performed under the “umbrella” SPPA to approximately $2.0 million.

22

Table of Contents

On March 18, 2025, the Company and BEA entered into Modification No. 4 to PTS No. 1 under the SPPA, dated December 9, 2022, as amended on May 23, 2023, March 26, 2024 and October 24, 2024, by and between the Company and BEA. Pursuant to the terms of Modification No. 4, the potential amounts payable by the Company to reimburse BEA for its expenses and employee time were increased by approximately $0.6 million, bringing the total estimated cost for the work to be performed under the “umbrella” SPPA to $2.6 million.

On January 16, 2025, the Company and BEA entered into Modification No. 3 to PTS No. 1 under the CRADA, dated September 27, 2022, as amended in May 2023, by and between the Company and BEA. Pursuant to the terms of Modification No. 3, the potential amounts payable by the Company to reimburse BEA for its expenses and employee time were increased from $2.6 million by approximately $1.6 million, bringing the total estimated cost for the work to be performed under the “umbrella” CRADA to $4.2 million. This modification also required that a $0.6 million advance payment be made, which was paid on January 16, 2025.

On October 6, 2025, the Company and BEA entered into Modification No. 3 to the SPPA extending the duration of this umbrella agreement from 7 years to 12 years. On November 5, 2025, the Company and BEA entered into Modification No. 1 to the CRADA with INL, extending the period of performance from September 27, 2029 to September 27, 2032.

After accounting for all modifications, cash payments from Lightbridge to Battelle under both CRADA and SPPA are estimated at approximately $6.8 million on a cost reimbursable basis over the performance periods. The balance of the obligations as of September 30, 2025 was $2.0 million. These obligations are generally cancellable with 30 days’ notice and, therefore, are not considered firm commitments.

The Company anticipates entering into additional Project Task Statements and/or modifications to the existing PTS under the SPPA and/or CRADA with INL to expand the scope of work, including performing additional extrusions, creating a detailed plan for post-irradiation examination, reviewing and contributing to Lightbridge’s Fuel Qualification Plan, and other potential activities. The successful execution of this project is subject to increase in project scope and risks, including potential delays, cost overruns, regulatory challenges, and changes in funding availability.

We anticipate that subsequent phases of work under the two umbrella agreements that have not yet been released may include post-irradiation examination of the irradiated fuel material coupons, loop irradiation testing in the ATR, and post-irradiation examination of one or more uranium-zirconium fuel rodlets, transient experiments in the Transient Reactor Test Facility at INL, Fuel Qualification Plan support, safety analysis modeling development and support, as well as fuel thermo-mechanical modeling development and support.

Safety Analysis Code Development Agreement

On October 27, 2025, we entered into an Agreement for Safety Analysis Codes and Services for Lightbridge Fuel Designs with Numerical Advisory Solutions, LLC (“NAS”), a provider of nuclear engineering analysis software. Under the agreement, NAS will perform code-development, benchmarking, and modeling services to support the creation of Lightbridge’s proprietary fuel-safety analysis methods and the adaptation of industry-standard computer codes for the Lightbridge Fuel™ helical-cruciform metallic U-Zr design.

The work scope includes hold-point reviews and deliverable acceptance by Lightbridge with an estimated completion window between October 2026 through January 2027. The total contract value is approximately $0.8 million, with milestone-based payments. The resulting software and analysis models will be owned by Lightbridge and are expected to strengthen Lightbridge’s internal capability to perform reactor safety analyses in support of future regulatory submissions and commercial fuel demonstrations.

Romania Feasibility Study of Lightbridge Fuel™ for use in CANDU reactors

On October 16, 2023, we engaged Institutul de Cercetări Nucleare Pitești, a subsidiary of Regia Autonoma Tehnologii pentru Energia Nucleara (RATEN ICN) to perform an engineering study to assess the compatibility and suitability of Lightbridge Fuel™ for use in Canada Deuterium Uranium (CANDU) reactors. This assessment covers key areas including mechanical design, neutronics analysis, and thermal and thermal-hydraulic evaluations. The findings from this engineering study will play an important role in guiding future economic evaluations and navigating potential regulatory licensing-related issues for potential use of Lightbridge Fuel™ in CANDU reactors.

23

Table of Contents

The results of this Feasibility Study indicated that Lightbridge Fuel™ can double the discharged burnup in a CANDU reactor at U-235 enrichment levels of less than 3% compared to conventional uranium dioxide fuel. Based on these favorable initial results, we plan to continue further evaluation of Lightbridge Fuel™ in CANDU reactors and are currently in the process of finalizing the scope of work for the next phase of activities.

In August 2025, we entered into an agreement with RATEN ICN (the 2025 RATEN ICN Agreement) to design and conduct irradiation test(s) for several Lightbridge fuel rodlets, with the objective of irradiating the rodlets to one or more target discharge burnups and subjecting the irradiated rodlets to Post Irradiation Examination. In accordance with the terms of the 2025 RATEN ICN Agreement, the work will occur in two phases: (1) In Phase 1, ICN RATEN will conduct scoping studies to develop preliminary experiment designs, evaluate infrastructure and equipment needs, and obtain cost and schedule estimates for potential new driver fuel; (2) In Phase 2, ICN RATEN will implement refurbishments, procure equipment and driver fuel as needed, finalize experiment design, fabricate and operate the test assembly, and complete post-irradiation examination. Lightbridge will be responsible for supplying experimental fuel rodlets for use in the irradiation tests. The Phase 1 work began in August 2025 at a cost of $35,000.

Nuclear Energy University Program Awards

Texas A&M University (TAMU), NuScale Power, and Structural Integrity Associates are working on a 3-year study of our nuclear fuel, led by TAMU. The TAMU study is expected to be completed in 2026. In mid-2023, TAMU was awarded $1.0 million by the DOE’s Nuclear Energy University Program (NEUP) R&D Awards to conduct this study. The project entails a characterization of the performance of the Lightbridge Fuel™ Helical Cruciform advanced fuel design, which will generate sets of experimental data on friction factor, flow, and heat transfer behavior under NuScale’s SMR simulated normal and off-normal conditions.

We previously announced the ongoing NEUP project with the Massachusetts Institute of Technology (MIT). The study led by MIT and funded by DOE relates to evaluation of accident tolerant fuels in various SMRs. The project aims to simulate the fuel and safety performance of Lightbridge Fuel™ for the NuScale SMR and provide scoping analysis to improve the safety and economics of water-cooled SMRs. In October 2024, MIT presented a technical paper with preliminary safety evaluation results at the TopFuel 2024 Conference in Grenoble, France. According to MIT, the results have shown promising safety and performance benefits for Lightbridge Fuel™. Compared to conventional fuel, Lightbridge Fuel™ demonstrated improved thermal-hydraulic margins, lower operating temperatures, and greater potential for power uprates, which contributes to enhancing reactor economics.

We do not have any performance obligations with the collaboration teams working on the above-mentioned projects and will not receive any revenue or record any economic benefits from these awards.

Future Steps Toward Our Fuel Development and Timeline For The Commercialization of Our Nuclear Fuel Assemblies

We anticipate fuel development milestones for Lightbridge Fuel™ over the next 2-3 years will consist of the following:

• INL: Produce samples, coupons, and rodlets necessary for testing to be performed under our INL agreements. We will continue to execute the SPPA/CRADA work at INL leading to casting and extrusion of fuel material samples using enriched uranium and their subsequent insertion for irradiation testing in the ATR.
• Modeling: Continue development and/or validation (benchmarking) of Lightbridge-specific methods and modifications to existing modeling codes to accurately predict Lightbridge Fuel™ performance over the full domain of operating conditions for which Lightbridge Fuel™ will be licensed.
• Fuel Qualification Plan: Develop a Fuel Qualification Plan that describes our approach to characterizing and validating the performance our fuel rods, assemblies, and assembly components in relevant operation scenarios, and validation of the modeling tools that accurately describe the performance of Lightbridge Fuel™ in the relevant conditions.
• NRC Engagement Plan: Prepare and submit the Nuclear Regulatory Commission (NRC) Engagement Plan that outlines how and when Lightbridge will engage the NRC regarding submission of relevant information and supporting documentation for license applications.
• Fabrication: Continue manufacturing efforts relating to establishing a manufacturing process for the co-extrusion of cladded rodlets for loop irradiation testing and other fuel testing. In addition, we plan to complete site selection and begin deployment of a Lightbridge Expandable Fuel Fabrication Facility with capacity to produce fuel samples, fuel coupons, fuel rodlets, and full-length fuel rods for lead test rods and lead test assemblies for demonstration of our fuel in commercial reactors.
• Thermal-Hydraulic Analysis and Experiments: Perform thermal-hydraulic modeling of Lightbridge Fuel™ to prepare for a series of thermal-hydraulic experiments to confirm pressure drop, critical heat flux performance, and other thermal-hydraulic parameters of Lightbridge Fuel™ under various operating conditions in different types of reactors.

24

Table of Contents

The long-term milestones towards development and commercialization of nuclear fuel assemblies include, among other things, irradiating nuclear material samples and prototype fuel rods with enriched uranium in test reactors, conducting post-irradiation examination of irradiated material samples and/or prototype fuel rods, performing thermal-hydraulic experiments, performing seismic and other out-of-reactor experiments, performing advanced computer modeling and simulations to support fuel qualification, designing a lead test assembly (LTA), entering into a lead test rod/assembly agreement(s) with a host reactor(s), demonstrating the production process of lead test rods and/or lead test assemblies at a pilot-scale fuel fabrication facility and demonstrating the operation of lead test rods and/or lead test assemblies in commercial reactors.

The above future steps describe our current proposed approach to deploying Lightbridge Fuel™ in CANDU and/or U.S. pressurized water reactors (PWRs).

There are inherent uncertainties in the cost and outcomes of the many steps needed for successful deployment of our fuel in commercial nuclear reactors, which makes it difficult to accurately predict the timing of the commercialization of our nuclear fuel technology. However, based on our best estimate and assuming adequate R&D funding levels, we expect to begin demonstration of lead test rods and/or possibly LTAs with our metallic fuel in commercial reactors in the 2030s and begin receiving purchase orders for initial fuel reload batches from utilities 15-20 years from now, with deployment of our nuclear fuel in the first reload batch in a commercial reactor taking place approximately two years thereafter. We are exploring ways of shortening this timeframe that may include securing access to expanded irradiation test loop capacity in existing or new research reactor facilities. Lightbridge aims to engage early with relevant nuclear regulators to inform our future R&D activities.

While we continue to target LTAs with our metallic fuel in commercial reactors in the 2030s, there are several potential developments that, if successful, could accelerate our anticipated timelines. These developments include:

• Expedited nuclear fuel testing through advanced modeling and simulation, as well as potential use of accelerated irradiation techniques, such as the use of high-enriched uranium in so called Fission Accelerated Steady-state Test type experiments;
• Early engagement with a strategic partner to establish fabrication infrastructure or a pilot-scale fuel fabrication facility to complete development of the manufacturing process for our fuel rods;
• Streamlined regulatory pathways enabled by pre-submission consultations with the NRC, in part supported by recent legislation such as the ADVANCE Act and longstanding federal initiatives;
• Supportive federal policies originating from recent Executive Orders, which laid groundwork for continued federal prioritization of next-generation nuclear technology and a mandate given to the NRC to shorten regulatory review and approval timelines to 12 months for existing reactors and 18 months for new reactor applications. These initiatives, along with current regulatory and legislative efforts, reinforce a policy environment that may be favorable to an accelerated commercialization pathway for Lightbridge Fuel; and
• Some companies developing advanced reactors have deployed pilot-scale facilities that include buildings with security and infrastructure features similar to what Lightbridge would require. Their success may assist Lightbridge in having more certainty regarding the cost and timing of deploying such a facility.

25

Table of Contents

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements. For a discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our financial statements, please see “Critical Accounting Estimates” under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025. There have been no significant changes in our critical accounting policies and estimates during the nine months ended September 30, 2025.

Our management expects to make judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operations and/or financial condition.

OPERATIONS REVIEW

Financial information is included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Condensed Consolidated Results of Operations - Three Months Ended September 30, 2025 and 2024

The following table presents our historical operating results and the change in amounts for the periods indicated (rounded to millions):

Operating Expenses

General and Administrative

G&A expenses consist mostly of compensation and related costs for personnel and facilities, stock-based compensation, finance, human resources, information technology, fees for consulting, IT services and other professional services. Professional services are principally comprised of legal, audit, strategic advisory services, and outsourcing services.

G&A expenses increased by $1.5 million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase primarily consisted of an increase in professional fees of $0.6 million, an increase in consulting fees of $0.1 million, and an increase in stock-based compensation of $0.8 million. The increase was primarily attributable to an increase in grants of performance-based restricted stock awards ( PSAs).

Total stock-based compensation included in G&A expenses was $1.1 million and $0.3 million for three months ended September 30, 2025 and September 30, 2024, respectively.

26

Table of Contents

Research and Development

R&D expenses consist primarily of costs associated with our CRADA and SPPA agreements with INL, employee compensation and related fringe benefits including stock-based compensation and related allocable overhead costs for the R&D of our fuel.

The following table presents our total R&D expenses, including internal costs and other outside R&D costs, for the three months ended September 30, 2025 and 2024 (rounded to millions):

R&D expenses increased by $0.7 million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, due to the increase in R&D activities related to the development of Lightbridge Fuel™. This increase primarily consisted of an increase in INL project labor costs of $0.4 million, an increase in allocated employee compensation and stock-based compensation expenses of $0.4 million and an increase in consulting fees of $0.1 million, partially offset by a decrease in R&D expenses related to the Centrus Energy FEED study of $0.1 million, which was completed in 2024, and a decrease in IT expenses of $0.1 million.

Total stock-based compensation included in research and development expenses was $0.5 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively.

Due to the nature of our R&D expenditures, future costs and schedule estimates are inherently uncertain and can vary significantly as new information and the outcome of these R&D activities become available. Our future long-term business operations are dependent on budgetary constraints due primarily to market conditions and the uncertainty of future liquidity and capital resources available to us to conduct our future R&D activities.

Interest Income

Interest income increased by $0.8 million for the three months ended September 30, 2025, driven by higher cash balances from our ATM sales. The additional cash generated was deployed in purchasing treasury bills and deposited into bank savings, which collectively yielded greater interest income compared to the same period in 2024.

Condensed Consolidated Results of Operations – Nine Months Ended September 30, 2025 and 2024

The following table presents our historical operating results and the change in amounts for the periods indicated (rounded to millions):

27

Table of Contents

Operating Expenses

General and Administrative

G&A expenses increased by $3.5 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase primarily consisted of an increase in professional fees of $1.3 million, an increase in consulting fees of $0.3 million, an increase in IT services fees of $0.1 million, an increase in employee compensation and employee benefits of $0.1 million, and an increase in stock-based compensation of $1.7 million primarily due to the accelerated vesting of RSAs issued to a former employee of $0.5 million and an increase in grants of PSAs of $1.2 million.

Total stock-based compensation included in G&A expenses was $2.7 million and $1.0 million for nine months ended September 30, 2025 and September 30, 2024, respectively.

Research and Development

The following table presents our total R&D expenses, including internal costs and other outside R&D costs, for the nine months ended September 30, 2025 and 2024 (rounded to millions):

R&D expenses increased by $2.1 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, due to the increase in R&D activities related to the development of Lightbridge Fuel™. This increase primarily consisted of an increase in INL project labor costs of $1.3 million, an increase in allocated employee compensation and stock-based compensation expenses of $1.1 million, and an increase in consulting services fees of $0.1 million included in Other R&D expenses, partially offset by a decrease in R&D expenses related to the Romania feasibility study and Centrus Energy FEED study of $0.4 million, both of which studies were completed in 2024.

Total stock-based compensation included in research and development expenses was $0.9 million and $0.2 million for the nine months ended September 30, 2025 and 2024, respectively.

We currently anticipate investing approximately $12.0 million in the R&D of our nuclear fuel for the full year 2025. However, this projected spending for 2025 is subject to change and actual expenditures may vary.

Due to the nature of our R&D expenditures, future costs and schedule estimates are inherently uncertain and can vary significantly as new information and the outcome of these R&D activities become available. Our future business operations are dependent on budgetary constraints due primarily to market conditions and the uncertainty of future liquidity and capital resources available to us to conduct our future R&D activities.

Interest Income

Interest income increased by $1.1 million for the nine months ended September 30, 2025, driven by higher cash balances from our ATM sales. The additional cash generated was deployed in purchasing treasury bills and deposited into bank savings, which collectively yielded greater interest income compared to the same period in 2024.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION

Overview

We assess our liquidity based on our ability to fund the cash requirements of our R&D activities, G&A expenses, contractual obligations, and other operating needs. Based on our current level of operating expenses and our available cash resources, we believe we have sufficient liquidity to fund our operations and meet our anticipated cash requirements for at least the next 12 months.

28

Table of Contents

Short-Term Liquidity and Capital Resources

As of September 30, 2025, we had cash and cash equivalents of $153.3 million, compared to $40.0 million as of December 31, 2024, an increase of $113.3 million. During the nine months ended September 30, 2025, we raised net proceeds of $120.4 million from the sale of approximately 9.9 million shares of common stock. Our net cash used in operating activities for the nine months ended September 30, 2025, was $8.1 million.

We believe that our existing cash and cash equivalents of $153.3 million as of September 30, 2025, together with any additional sources such as cash flows from potential financing and ATM proceeds will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months from the date of this filing. Given the uncertainties inherent in our R&D programs and the industry, we cannot precisely estimate our total cash requirements over the next 12 months. We expect these expenditures to increase over time as we advance the development and potential commercialization of our Lightbridge Fuel™. While we do not anticipate any material incoming cash flows from operations in the near term, we expect to continue funding our business primarily through our ATM equity offering.

Long-Term Liquidity and Capital Requirements

Beyond 12 months, we expect to require additional capital to continue R&D activities over a protracted time period as we advance the development and potential commercialization of our Lightbridge Fuel™.

The actual amount and timing of future capital requirements will depend on several factors, including:

• The scope, timing, and cost of R&D activities conducted at DOE national laboratories.
• The design and execution of future fuel development programs.
• The timing and structure of potential strategic partnerships and collaborations.

There is inherent uncertainty in forecasting future expenditures, and actual costs may vary materially from current estimates.

We plan to raise the required long-term capital through a combination of:

• Additional equity issuances.
• Potential strategic investments from industry partners.
• Government grants and other forms of in-kind or financial support.

Sources of Liquidity

Our current primary source of liquidity is cash on hand and potential proceeds from our ATM equity offering. On June 5, 2025, we entered into an Open Market Sale Agreement with Jefferies LLC (Jefferies) to offer and sell up to $75.0 million of our common stock, from time to time, pursuant to our effective shelf registration statement on Form S-3 (File No. 333-287563), filed on May 23, 2025, and declared effective on June 4, 2025. Sales under the ATM will be made pursuant to the base prospectus filed as part of the shelf registration and the prospectus supplement filed on September 26, 2025.

Although we expect the ATM offering to remain our primary source of working capital in 2025, there are inherent uncertainties associated with our ability to continue raising capital through the ATM program. These uncertainties include potential declines in our stock price, fluctuations in trading volume, adverse market conditions, or regulatory changes that could limit our access to capital under the current ATM arrangement. In addition, the issuance of additional shares through the ATM may result in significant dilution to existing stockholders, and the potential for such dilution could negatively impact the market price of our common stock. There can be no assurance that the ATM financing will remain available to us on acceptable terms, or at all, when needed. See Note 7. Stockholders’ Equity and Stock-Based Compensation of the Notes to our Unaudited Condensed Consolidated Financial Statements included in Part I. Item 1. Financial Statements of this Quarterly Report on Form 10-Q for additional information regarding our prior equity financings.

We currently have no debt or lines of credit and have historically funded our operations through the sale of preferred and common stock. Although management believes additional public or private equity investments may be available in the future, adverse market conditions, unfavorable stock price movements, or reduced trading volumes could substantially impair our ability to raise capital when needed.

29

Table of Contents

Liquidity Risks and Uncertainties

We anticipate continued negative cash flows from operations for the foreseeable future. If we are unable to secure adequate funding through equity sales, strategic partnerships, or government support, we may be required to seek additional financing, which could include the issuance of common stock, preferred stock, or convertible securities. Any such future financings may result in dilution to existing stockholders or could impose additional financial or operational restrictions.

Our ability to continue the development of our nuclear fuel and achieve key R&D milestones is dependent on securing sufficient funding and forming strategic partnerships in the future. Failure to obtain adequate funding on acceptable terms in the future could significantly delay or prevent the advancement of our nuclear fuel development program.

Cash Flow

The following table provides detailed information about our net cash flows for the nine months ended September 30, 2025 and 2024 (rounded in millions):

Operating Activities

Cash used in operating activities increased by $2.4 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. This increase was primarily due to increased spending on R&D and G&A expenses.

Financing Activities

Cash provided by financing activities increased by $117.7 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. This increase was primarily due to an increase in the net proceeds received from the issuance of common stock under our ATM offering of $116.7 million and net proceeds from the exercise of stock options of $1.2 million, partially offset by an increase in net share settlement of equity awards for the payment of withholding taxes of $0.2 million.

Cash provided by our ATM offering was $120.4 million (sale of approximately 9.9 million common shares) and $3.7 million (sale of approximately 1.4 million common shares) for the nine months ended September 30, 2025 and 2024, respectively.

Inflation

Our business, revenues, and operating results have not been affected in any material way by inflation.

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) that are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (b) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating such controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

30

Table of Contents

There have been no material changes to our risk factors from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 and the Form 10-Q for the quarter ended June 30, 2025.