LIGHTBRIDGE Corp: Form 10-Q for the period ended Mar 31, 2026

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (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 Quarterly Report on Form 10-Q, as well as those included in our Annual Report on Form 10-K for the year ended December 31, 2025.

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 Recent Developments Regarding Lightbridge Fuel™

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 subsidiary, Thorium Power Inc.

Our Business

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 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 our metallic fuel could 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. Data centers will need massive, constant power that we believe 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 our metallic fuel can be used in different types of water-cooled commercial power reactors, such as pressurized water reactors, boiling-water reactors, Russian-designed water-cooler commercial power reactors, Canada Deuterium Uranium heavy water reactors, water-cooled small modular reactors, and water-cooled research reactors. We have obtained patent validation in key countries that we believe would have a commercial market for our fuel and will continue to seek patent validation in countries that either currently operate or are expected to build and operate a large number of nuclear power reactors compatible with our fuel technology.

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Recent Developments Regarding Lightbridge Fuel™

Idaho National Laboratory Agreements

In 2022, we entered into agreements with Batelle Energy Alliance, LLC (BEA), the U.S. Department of Energy’s (DOE) operating contractor for Idaho National Laboratory (INL), to support the development of Lightbridge Fuel™. The framework agreements consist of an “umbrella” Strategic Partnership Project Agreement (SPPA) and an “umbrella” Cooperative Research and Development Agreement (CRADA), each with BEA. 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.

Updates to the SPPA and CRADA

In March 2026, we entered into Modification No. 4 to CRADA Project Task Statement (PTS) No. 1 with BEA to extend the performance period end date through September 2032 and increase advanced funding by $0.3 million, with no increase to the total estimated reimbursable cost.

In April 2026, the Company entered into SPPA PTS No. 6 to support the development of coextruded fuel rod components for future irradiation testing. This program builds on prior INL fabrication work and is intended to further refine manufacturing processes and materials necessary to produce fuel rods and rodlets in their final cross-sectional configurations. Initial process development activities will be conducted using depleted uranium, with the expectation that, upon successful demonstration, these processes may be applied to enriched uranium to produce fuel rod segments for irradiation experiments at test reactors, including the Advanced Test Reactor (ATR) at INL. The program is expected to help bridge the transition from earlier-stage fabrication development and initial coupon fuel material samples currently undergoing irradiation testing in the ATR to the production of irradiation rod segment test specimens. The scope of work includes enhancements to fabrication processes and equipment, development and testing of key materials (including central displacer alloys and cladding behavior), and validation of coextrusion techniques for both cylindrical and multi-lobe fuel designs. The program also includes preparation of fuel rod segment specimens, including those with controlled defects, to support non-destructive evaluation calibration and irradiation testing. The total estimated cost of SPPA PTS No.6 is approximately $4.6 million over an expected performance period of 36 months. Costs are incurred on a reimbursable basis, with advance and monthly funding provided by the Company. The Company is not obligated to continue work beyond the estimated cost without additional authorization. Actual expenditures may differ from this amount based on the scope and timing of work performed through the issuance of additional PTSs to BEA. This effort represents a key step in the Company’s ongoing fuel qualification strategy, supporting the advancement from process development toward irradiation testing and future commercialization activities.

Total Cumulative Estimated Costs

As of March 31, 2026, the Company expects to pay an aggregate $19.5 million to BEA under the CRADA and the SPPA on a cost reimbursable basis over the performance periods. As of March 31, 2026, $6.0 million has been cumulatively expensed and the aggregate funding commitment remaining under these agreements is $13.5 million. In April 2026, the Company entered into SPPA PTS No. 6 with BEA, with an estimated total cost of approximately $4.6 million. These obligations are generally cancellable with 30-60 days’ notice and, therefore, are not considered firm commitments, and are not expensed until incurred.

Development of a Lightbridge Expandable Fuel Facility

The Company is evaluating a potential site location and working on a conceptual design for a Lightbridge Expandable Fuel Facility (LEFF) to support the possible future fabrication of Lightbridge Fuel™ for use in commercial reactors. The construction of such a facility might commence as early as late 2027, subject to various factors, including those described below. This initiative would represent a significant potential expansion of the Company’s operations beyond its current R&D activities. While the scope, timing, and cost of constructing such a facility cannot be reasonably estimated at this time, the Company expects that the capital required to design, license, and construct the LEFF would be substantial. The timing, amount, and sources of any related financing activities will depend on a number of factors, including the progress of the Company’s development programs, regulatory considerations, market conditions, and the availability of strategic partnerships or other funding sources. There can be no assurance that the Company will be able to obtain such financing on acceptable terms, or at all, nor can there be any assurance that the Company will pursue the construction of the fabrication facility.

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Memorandum of Understanding with Oklo, Inc.

In January 2025, we entered into a Memorandum of Understanding (MOU) with Oklo, Inc. (Oklo), a developer of advanced micro-reactors designed to provide clean, reliable, and affordable energy. The MOU contemplates potential areas of collaboration, including: (i) a preliminary evaluation of the feasibility of co-locating a Lightbridge commercial-scale fuel fabrication facility with Oklo’s proposed commercial fuel fabrication facility; (ii) exploring opportunities for collaboration on the reprocessing and recycling of spent uranium-zirconium fuel; and (iii) evaluating other potential areas of mutual interest. In April 2026, the term of the MOU was extended through December 31, 2026.

During our preliminary evaluation of co-location at Oklo’s proposed Idaho Falls site, we identified regulatory considerations associated with the application of different licensing frameworks, including oversight by the DOE for Oklo’s proposed activities and the U.S. Nuclear Regulatory Commission for our commercial fuel fabrication facility. Based on these considerations, co-location at this site with Oklo under separate licensing frameworks is not currently being pursued. We are currently evaluating potential sites for a standalone Lightbridge fuel fabrication facility.

We also continue to contemplate co-locating a Lightbridge fuel fabrication facility with an Oklo facility at a site where a coordinated licensing approach may be implemented, and we continue to assess the potential collaboration opportunities with Oklo in areas such as recycling and reprocessing of spent uranium-zirconium fuel; however, no definitive agreements have been reached, and there can be no assurance that any such collaboration will be realized.

Master Services Agreement with Amentum Technology Inc.

In December 2025, the Company entered into a Master Services Agreement (MSA) with Amentum Technology Inc. (Amentum) relating to the performance of activities by Amentum in support of the co-location feasibility study under the MOU with Oklo described above, as well as other activities as the Company and Amentum may agree from time to time. The Company is in the process of finalizing a new task order with Amentum to conduct a site selection study and perform a conceptual design for a standalone LEFF in 2026.

Commercialization Outlook and Key Drivers of Timing

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, entering into one or more lead test rod/assembly agreements with host reactors, demonstrating the production process of our fuel including lead test rods and/or lead test assemblies at a planned LEFF and demonstrating the operation of lead test rods and/or lead test assemblies in commercial reactors.

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. Our ultimate commercial model remains under evaluation and may evolve as our fuel development progresses, regulatory pathways are clarified, and commercial partnerships are established. See Part I, Item 1A. *Risk Factors—“*Risks Related to Our Business and to the Commercialization of Lightbridge Fuel™” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Critical Accounting Estimates

For a discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our financial statements, please see Part II, Item 7. *Management’s Discussion and Analysis of Financial Condition and Results of Operations—“*Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes in our critical accounting policies and estimates during the three months ended March 31, 2026.

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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 March 31, 2026 and 2025

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

Operating Expenses

General and Administrative

General and administrative (G&A) expenses consist primarily of compensation and related costs for finance personnel, including stock-based compensation, and fees for professional and consulting services. Professional services are principally comprised of legal, audit, strategic advisory services, and outsourced services such as human resources and information technology.

G&A expenses increased by $0.8 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was primarily due to a:

• $0.7 million increase in stock-based compensation for employees, contractors, and directors, reflecting several new stock-based awards granted after the prior period end, including performance stock awards; and
• $0.1 million increase in other administrative expenses, including recruiting fees and IT expenses.

Total stock-based compensation included in G&A expenses was $1.8 million and $1.1 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

Research and Development

R&D expenses consist primarily of costs associated with our CRADA and SPPA agreements with BEA, IT expenses, employee compensation and related fringe benefits, including stock-based compensation, and other R&D costs for the development of our Lightbridge Fuel™.

The following table presents our total R&D expenses for the three months ended March 31, 2026 and 2025 (in millions):

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R&D expenses increased by $1.6 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was primarily due to a:

• $1.0 million increase in allocated employee compensation and stock-based compensation, reflecting an increase in new hires, increased employee bonuses, and several new stock-based awards granted after the prior period end, including performance stock awards;
• $0.5 million increase in IT expenses, which include additional computer hardware, software, and operating expenses related to the Company’s high-performance computer; and
• $0.1 million increase in other outside R&D expenses.

Total stock-based compensation included in R&D expenses was $0.7 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively.

We expect to significantly increase our R&D spend as we evaluate a potential site location and work on a conceptual design for the LEFF and as we continue to hire additional engineers in the near future to focus on fuel fabrication development, irradiation testing programs, and our collaboration with the DOE at INL.

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 outcomes of these R&D activities become known. 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

There was an increase in interest income of $0.9 million due to higher cash balances, which resulted in an increase in interest income earned from the purchase of treasury bills and from our bank savings account for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Liquidity, Capital Resources and Financial Position

Overview – Funding Requirements

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 from the date of this filing. Our longer-term liquidity will depend on our ability to obtain additional financing, as our existing capital resources are not sufficient to fund our long-term operations, R&D activities, and commercialization efforts.

Short-Term Liquidity and Capital Resources

At March 31, 2026, we had cash and cash equivalents of $215.7 million, as compared to $201.9 million at December 31, 2025, an increase of $13.8 million. We raised net proceeds of $18.6 million from the sale of approximately 1.4 million shares of common stock during the three months ended March 31, 2026. Our net cash used in operating activities for the three months ended March 31, 2026, was $4.8 million. We do not anticipate any material incoming cash flows from operations for the foreseeable future, and we expect to continue funding our business primarily through our ATM program or other equity offerings.

Long-Term Liquidity and Capital Requirements

Due to the uncertainties inherent in our R&D programs and the broader industry environment, we are unable to reliably estimate our total cash requirements over the full R&D period or beyond the next 12 months. We expect our expenditures to increase over time as we advance the development and potential commercialization of our Lightbridge Fuel™. We expect that significant additional capital will be required over an extended period to advance Lightbridge Fuel™ through development and toward commercial deployment. The amount and timing of future funding needs will depend on technical progress, regulatory requirements, design and construction costs of the LEFF, partnering arrangements, and the availability of government support. At this stage, we cannot reliably estimate the total funding required to reach commercial deployment. We currently intend to fund these activities through a mix of equity financing, strategic partnerships, and potential government grants or awards, but there can be no assurance that these additional sources of capital will be made available on terms acceptable to us, or at all.

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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 design, construction, and operating costs associated with the LEFF.
• 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.

Sources of Liquidity

Our current primary source of liquidity is potential proceeds from our ATM equity offerings. During the three months ended March 31, 2026, we sold approximately 1.4 million shares of our common stock under our sales agreement with Jefferies LLC, receiving net proceeds (less sales commissions and expenses) of $18.6 million.

We have a $350 million shelf registration statement on Form S-3 (File No. 333-291837). As of March 31, 2026, approximately $122.9 million of our common stock remained available for issuance and sale under the Company’s $150 million at-the-market offering program pursuant to the related prospectus supplement, as amended.

Liquidity Outlook and Risks

Although we expect our ATM offerings to remain our primary source of working capital in 2026, there are inherent uncertainties associated with our ability to continue raising capital through an ATM program. These uncertainties include potential declines in our stock price, fluctuations in the trading volume of our common stock, adverse overall stock market conditions, dilution to existing shareholders, or regulatory changes that could limit our access to capital under the current ATM arrangement. 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.

Contractual and Other Obligations

As noted previously, we have entered into PTSs with BEA, the operating contractor of INL, in collaboration with the DOE, which statements set forth the initial scopes of work and funding commitments under the SPPA and CRADA umbrella agreements. Performance of work under these agreements may be terminated at any time by either party, without any liability, after the effective date of termination, upon 30 days’ written notice under the SPPA and 60 days’ written notice under the CRADA. In the event of termination, the Company shall be responsible for BEA’s costs (including the closeout costs), through the effective date of termination, but in no event shall the Company’s cost responsibility exceed the total estimated cost stated in each PTS and any subsequent modification to the PTS. As of March 31, 2026, the aggregate funding commitment remaining from the Company to BEA, if and when incurred, would not exceed $13.5 million. In April 2026, the Company entered into SPPA PTS No. 6 with BEA, with an estimated total cost of approximately $4.6 million.

Cash Flow

The following table provides detailed information about our net cash flows for the three months ended March 31, 2026 and 2025 (in millions):

Operating Activities

Cash used in operating activities increased by $1.5 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily due to increased cash expenditures on R&D and G&A expenses, partially offset by higher interest income, reflecting increased average cash balances following equity financings. The changes in working capital in the three months ended March 31, 2026, which included an increase in prepaid expenses and other assets of $1.4 million, were partially offset by an increase in accounts payable and accrued liabilities of $0.4 million.

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Financing Activities

Cash provided by financing activities decreased by $1.6 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This decrease was primarily due to a $1.6 million decrease in net proceeds received from the issuance of common stock under our ATM program and a $0.2 million decrease in net proceeds from the exercise of stock options, partially offset by a $0.2 million decrease in the payment of withholding taxes related to the net share settlement of equity awards.

Net cash provided by our ATM program was $18.6 million from the sale of approximately 1.4 million shares of common stock for the three months ended March 31, 2026 and $20.2 million from the sale of approximately 2.6 million shares of common stock for the three months ended March 31, 2025.

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 under 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 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 March 31, 2026.

Changes in Internal Control Over Financial Reporting

We evaluated the changes in our internal control over financial reporting and concluded that there were no changes 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.

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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, 2025.