Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 05, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | LIGHTBRIDGE Corp | |
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, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Common Stock Shares Outstanding | 3,252,359 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 20,581,978 | $ 24,637,295 |
Other receivable from joint venture | 633,408 | 93,253 |
Prepaid expenses and other current assets | 97,033 | 36,745 |
Total Current Assets | 21,312,419 | 24,767,293 |
Patent costs | 1,725,853 | 1,577,421 |
Total Assets | 23,038,272 | 26,344,714 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,195,892 | 258,056 |
Investee losses in excess of investment | 490,726 | 218,263 |
Total Current Liabilities | 1,686,618 | 476,319 |
Commitments and contingencies - (Note 5) | ||
Stockholders' Equity | ||
Preferred stock, $0.001 par value, 10,000,000 authorized shares: | ||
Common stock, $0.001 par value, 8,333,333 authorized, 3,249,353 shares and 2,738,508 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively (1) | 3,249 | 2,738 |
Additional paid-in capital | 133,701,433 | 129,359,799 |
Accumulated deficit | (112,356,480) | (103,497,622) |
Total Stockholders' Equity | 21,351,654 | 25,868,395 |
Total Liabilities and Stockholders' Equity | 23,038,272 | 26,344,714 |
Series A Preferred Stock | ||
Stockholders' Equity | ||
Preferred stock, $0.001 par value, 10,000,000 authorized shares: | 785 | 813 |
Total Stockholders' Equity | 785 | |
Series B Preferred Stock | ||
Stockholders' Equity | ||
Preferred stock, $0.001 par value, 10,000,000 authorized shares: | 2,667 | $ 2,667 |
Total Stockholders' Equity | $ 2,667 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2019 | Apr. 16, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jan. 30, 2018 |
Stockholders' Equity | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 8,333,333 | 8,333,333 | |||
Common stock, shares issued | 3,249,353 | 2,738,508 | |||
Common stock, shares outstanding | 3,249,353 | 2,738,508 | |||
Series A Preferred Stock | |||||
Stockholders' Equity | |||||
Preferred stock, shares issued | 785,877 | 813,624 | 61 | ||
Preferred stock, shares outstanding | 785,877 | 813,624 | |||
Preferred stock, liquidation preference value | $ 2,687,461 | $ 2,640,862 | |||
Series B Preferred Stock | |||||
Stockholders' Equity | |||||
Preferred stock, shares issued | 2,666,667 | 2,666,667 | |||
Preferred stock, shares outstanding | 2,666,667 | 2,666,667 | 2,666,667 | ||
Preferred stock, liquidation preference value | $ 4,490,594 | $ 4,262,855 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Unaudited Condensed Consolidated Statements of Operations | ||||
Revenue | ||||
Operating Expenses | ||||
General and administrative | 1,463,568 | 1,889,401 | 4,051,484 | 5,566,022 |
Research and development | 751,473 | 864,060 | 2,218,826 | 2,313,124 |
Total Operating Expenses | 2,215,041 | 2,753,461 | 6,270,310 | 7,879,146 |
Other Operating Income and (Loss) | ||||
Other income from joint venture | 247,568 | 203,180 | 908,224 | 790,554 |
Equity in loss from joint venture | (555,113) | (1,743,340) | 3,812,463 | 4,545,112 |
Total Other Operating Income and (Loss) | (307,545) | (1,540,160) | (2,904,239) | (3,754,558) |
Operating Loss | (2,522,586) | (4,293,621) | (9,174,549) | (11,633,704) |
Other Income and (Expenses) | ||||
Interest income | 81,172 | 79,035 | 315,691 | 163,054 |
Financing costs | (982,436) | |||
Total Other Income and (Expenses) | 81,172 | 79,035 | 315,691 | (819,382) |
Loss before income taxes | (2,441,414) | (4,214,586) | (8,858,858) | (12,453,086) |
Income taxes | ||||
Net loss | (2,441,414) | (4,214,586) | (8,858,858) | (12,453,086) |
Accumulated preferred stock dividend | (123,455) | (119,000) | (365,973) | (333,667) |
Deemed additional dividend on preferred stock dividend due to the beneficial conversion feature | (53,047) | (49,373) | (156,232) | (135,053) |
Deemed dividend on issuance on Series B convertible preferred stock due to the beneficial conversion feature | (2,624,836) | |||
Net loss attributable to common stockholders | $ (2,617,916) | $ (4,382,959) | $ (9,381,063) | $ (15,546,642) |
Net Loss Per Common Share, Basic and Diluted | $ (0.81) | $ (1.78) | $ (3.07) | $ (7.51) |
Weighted Average Number of Common Shares Outstanding (1) | 3,222,226 | 2,458,899 | 3,058,797 | 2,070,934 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Activities | ||
Net Loss | $ (8,858,858) | $ (12,453,086) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||
Stock-based compensation | 591,663 | 1,951,394 |
Write off of deferred financing costs | 982,436 | |
Equity in loss from joint venture | (3,812,463) | (4,545,112) |
Changes in operating working capital items: | ||
Accounts receivable - fees and reimbursable project costs | 10,400 | |
Other receivable from joint venture | (540,155) | (521,272) |
Prepaid expenses and other current assets | (60,288) | (51,134) |
Accounts payable and accrued liabilities | 937,836 | 237,914 |
Net Cash Used in Operating Activities | (4,117,339) | (5,298,236) |
Investing Activities | ||
Investment in joint venture | (3,540,000) | (5,217,000) |
Patent costs | (148,432) | (172,189) |
Net Cash Used in Investing Activities | (3,688,432) | (5,389,189) |
Financing Activities | ||
Net proceeds from the issuance of common stock | 3,750,454 | 27,600,675 |
Net proceeds from the issuance of preferred stock | 3,900,001 | |
Net Cash Provided by Financing Activities | 3,750,454 | 31,500,676 |
Net (Decrease) Increase in Cash and Cash Equivalents | (4,055,317) | 20,813,251 |
Cash and Cash Equivalents, Beginning of Period | 24,637,295 | 4,515,398 |
Cash and Cash Equivalents, End of Period | $ 20,581,978 | $ 25,328,649 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid during the period: | ||
Interest paid | ||
Income taxes paid | ||
Non-Cash Financing Activity: | ||
Deemed dividend on issuance Series B convertible preferred stock due to the beneficial conversion feature | 2,624,836 | |
Accumulated preferred stock dividend | 522,205 | 333,667 |
Conversion of Series A convertible preferred stock to common stock and payment of paid-in-kind dividends to Series A preferred stockholder | $ 91,635 | $ 207 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Stock Shares | Additional Paid-in Capital | Accumulated Deficit | Series A Preferred Stock | Series B Preferred Stock |
Balance, shares at Jan. 01, 2018 | 1,061,475 | 1,020,000 | ||||
Balance, amount at Jan. 01, 2018 | $ 5,794,783 | $ 1,062 | $ 93,614,216 | $ (87,821,514) | $ 1,020 | |
Issuance of Preferred Stock, shares | 2,666,667 | |||||
Shares issued - registered offerings - net of offering costs, shares | 891,128 | |||||
Cashless exercise of stock warrants, shares | 41,387 | |||||
Stock-based compensation | 1,273,035 | 1,273,035 | ||||
Net loss for the three months ended March 31, 2018 | (4,721,487) | (4,721,487) | ||||
Issuance of Preferred Stock, amount | 3,900,001 | 3,897,334 | 2,667 | |||
Shares issued - registered offerings - net of offering costs, amount | 20,722,215 | 891 | 20,721,323 | |||
Cashless exercise of stock warrants, amount | $ 41 | (41) | ||||
Balance, shares at Mar. 31, 2018 | 1,993,990 | 1,020,000 | 2,666,667 | |||
Balance, amount at Mar. 31, 2018 | 26,968,547 | $ 1,994 | 119,505,867 | (92,543,001) | $ 1,020 | $ 2,667 |
Shares issued - registered offerings - net of offering costs, shares | 380,749 | |||||
Stock-based compensation | 148,710 | 148,710 | ||||
Net loss for the three months ended March 31, 2018 | (3,517,013) | (3,517,013) | ||||
Conversion for payment of dividends, 111,260 shares of preferred stock to 10,407 shares of common stock (reflect the one-for-twelve reverse stock split on October 21, 2019), shares | 10,407 | (111,260) | ||||
Shares issued - registered offerings - net of offering costs, amount | 5,146,501 | $ 381 | 5,146,120 | |||
Conversion for payment of dividends, 111,260 shares of preferred stock to 10,407 shares of common stock (reflect the one-for-twelve reverse stock split on October 21, 2019), amount | $ 10 | 101 | $ (111) | |||
Balance, shares at Jun. 30, 2018 | 2,385,146 | 908,740 | 2,666,667 | |||
Balance, amount at Jun. 30, 2018 | 28,746,745 | $ 2,385 | 124,800,798 | (96,060,014) | $ 909 | $ 2,667 |
Shares issued - registered offerings - net of offering costs, shares | 147,327 | |||||
Stock-based compensation | 529,649 | 529,649 | ||||
Net loss for the three months ended March 31, 2018 | (4,214,586) | (4,214,586) | ||||
Conversion for payment of dividends, 95,116 shares of preferred stock to 9,211 shares of common stock (reflect the one-for-twelve reverse stock split on October 21, 2019), shares | 9,211 | (95,116) | ||||
Shares issued in payment of Series A preferred stock dividend, shares | 61 | |||||
Shares issued - registered offerings - net of offering costs, amount | 1,731,959 | $ 147 | 1,731,812 | |||
Conversion for payment of dividends, 95,116 shares of preferred stock to 9,211 shares of common stock (reflect the one-for-twelve reverse stock split on October 21, 2019), amount | 9 | 86 | (95) | |||
Shares issued in payment of Series A preferred stock dividend, amount | 1 | $ (1) | ||||
Balance, shares at Sep. 30, 2018 | 2,541,745 | 813,624 | 2,666,667 | |||
Balance, amount at Sep. 30, 2018 | 26,793,767 | $ 2,541 | 127,062,346 | (100,274,600) | $ 813 | $ 2,667 |
Balance, shares at Jan. 01, 2019 | 2,738,508 | 813,624 | 2,666,667 | |||
Balance, amount at Jan. 01, 2019 | 25,868,395 | $ 2,738 | 129,359,799 | (103,497,622) | $ 813 | $ 2,667 |
Shares issued - registered offerings - net of offering costs, shares | 273,936 | |||||
Stock-based compensation | 335,013 | 335,013 | ||||
Net loss for the three months ended March 31, 2018 | (3,110,527) | (3,110,527) | ||||
Shares issued - registered offerings - net of offering costs, amount | 1,986,485 | $ 274 | 1,986,211 | |||
Balance, shares at Mar. 31, 2019 | 3,012,444 | 813,624 | 2,666,667 | |||
Balance, amount at Mar. 31, 2019 | 25,079,366 | $ 3,012 | 131,681,023 | (106,608,149) | $ 813 | $ 2,667 |
Shares issued - registered offerings - net of offering costs, shares | 118,600 | |||||
Stock-based compensation | 237,272 | 237,272 | ||||
Net loss for the three months ended March 31, 2018 | (3,306,917) | (3,306,917) | ||||
Conversion for payment of dividends, 27,747 shares of preferred stock to 2,782 shares of common stock (reflect the one-for-twelve reverse stock split on October 21, 2019), shares | 2,782 | (27,747) | ||||
Shares issued - registered offerings - net of offering costs, amount | 929,914 | $ 119 | 929,795 | |||
Conversion for payment of dividends, 27,747 shares of preferred stock to 2,782 shares of common stock (reflect the one-for-twelve reverse stock split on October 21, 2019), amount | $ 3 | 25 | $ (28) | |||
Balance, shares at Jun. 30, 2019 | 3,133,826 | 785,877 | 2,666,667 | |||
Balance, amount at Jun. 30, 2019 | 22,939,635 | $ 3,134 | 132,848,115 | (109,915,066) | $ 785 | $ 2,667 |
Shares issued - registered offerings - net of offering costs, shares | 115,527 | |||||
Stock-based compensation | 19,378 | 19,378 | ||||
Net loss for the three months ended March 31, 2018 | (2,441,414) | (2,441,414) | ||||
Shares issued - registered offerings - net of offering costs, amount | 834,055 | $ 115 | 833,940 | |||
Balance, shares at Sep. 30, 2019 | 3,249,353 | 785,877 | 2,666,667 | |||
Balance, amount at Sep. 30, 2019 | $ 21,351,654 | $ 3,249 | $ 133,701,433 | $ (112,356,480) | $ 785 | $ 2,667 |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Nature of Operations | 9 Months Ended |
Sep. 30, 2019 | |
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 consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2018, included in our Annual Report on Form 10-K for the year ended December 31, 2018. 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 and commercializing next generation nuclear fuel technology. Reverse Stock Split Effective October 21, 2019, we conducted a one-for-twelve reverse stock split of our issued and outstanding common stock and have retroactively adjusted our common shares outstanding, stock options, warrants amounts outstanding and per share information contained in these condensed consolidated financial statements. The one-for-twelve reverse stock split automatically converted every twelve shares of the Company’s outstanding common stock prior to the effectiveness of the reverse stock split into one share of common stock. As a result, the number of common shares issued and outstanding at September 30, 2019 and December 31, 2018 decreased from 38,992,237 shares to 3,249,353 shares and from 32,862,090 shares to 2,738,508 shares, respectively. Our authorized capital of 100,000,000 shares of common stock with a par value of $0.001, was decreased to 8,333,333 shares of common stock authorized with a par value of $0.001. Accordingly, stockholders’ equity reflects the reverse stock split by reclassifying from common stock to additional paid-in capital in an amount equal to the par value of the decreased shares resulting from the reverse stock split. The par value per share was not adjusted as a result of the one-for-twelve reverse stock split. No fractional shares were issued in the reverse stock split. Stockholders who would have otherwise held fractional shares received a whole share in respect of such fractional shares. The reverse stock split did not impact any stockholder’s percentage ownership of the Company, subject to the treatment of fractional shares. The reverse stock split was undertaken to increase the market price per share of the Company’s common stock to allow the Company to regain compliance with the Nasdaq continued listing standards relating to minimum closing bid price per share requirements. Liquidity The Company has adopted Accounting Standards Codification (“ASC”), 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern At September 30, 2019, the Company had approximately $20.6 million in cash and had a working capital surplus of approximately $19.6 million. The Company believes that its current financial resources, as of the date of the issuance of these financial statements, are sufficient to fund its current 12 month operating budget, alleviating the substantial doubt raised by our historical operating results and satisfying our estimated liquidity needs 12 months from the issuance of these financial statements. The Company has expended substantial funds on its research and development activities to date and currently expects to continue making equity contributions to its joint venture company, Enfission, LLC. The Company’s net cash used in operating activities during the nine months ended September 30, 2019 was approximately $4.1 million, and the Company will have continued negative cash flows for the foreseeable future. Net losses incurred for the nine months ended September 30, 2019 and 2018 amounted to approximately $8.9 million and $12.5 million, respectively. As of September 30, 2019, the Company has an accumulated deficit of approximately $112.4 million, representative of recurring losses since inception. The Company has incurred recurring losses since inception because it is a development stage nuclear fuel development company. The Company expects to continue to incur losses due to future costs and expenses related to the Company’s research and development expenses and general and administrative expenses. The amount of cash and cash equivalents on the balance sheet as of the date of this filing is approximately $20 million. The Company also may consider other plans to fund operations including: (1) raising additional capital through equity issuances, debt financings or from other sources; (2) additional funding through new relationships to help fund future research and development costs; and (3) other capital raises. The Company may issue securities, including common stock, preferred stock, and stock purchase contracts through private placement transactions or registered public offerings, pursuant to its registration statement on Form S-3 filed with the SEC on March 15, 2018 and declared effective on March 23, 2018. There can be no assurance as to the availability or terms upon which financing and capital might be available. The Company’s future liquidity needs, and ability to address those needs, will largely be determined by the success of the development of its nuclear fuel, key nuclear development and regulatory events, and its business decisions in the future. Equity Method Investment – Enfission, LLC - Joint Venture with Framatome Inc. In January 2018, Lightbridge and Framatome Inc., a subsidiary of Framatome SAS (formerly part of AREVA SAS), finalized and launched Enfission, LLC (“Enfission”), a 50-50 joint venture company, to develop, license, and sell nuclear fuel assemblies based on Lightbridge-designed metallic fuel technology and other advanced nuclear fuel intellectual property. Framatome SAS and Framatome Inc. (collectively “Framatome”) is a global leader in designing, building, servicing, and fueling reactor fleet and advancing nuclear energy and is majority owned by Électricité de France, the world’s largest owner and operator of nuclear power plants. Lightbridge and Framatome began joint fuel development and regulatory licensing work under previously signed agreements initiated in March 2016. The joint venture, Enfission, is a Delaware-based limited liability company that was formed on January 24, 2018. Management has determined that its investment in Enfission should be accounted for under the equity method of accounting. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations; however, the Company’s share of the losses of the investee company is reported in the “Equity in loss from joint venture” line item in the condensed consolidated statements of operations, and the Company’s carrying value in an equity method investee company is reported in the “Investment in joint venture” or “Investee losses in excess of investment” line item in the condensed consolidated balance sheets. The Company allocates income or loss utilizing the hypothetical liquidation book value (“HLBV”) method, based on the change in each JV member’s claim on the net assets of the JV’s operating agreement at period end after adjusting for any distributions or contributions made during such period. The Company uses this method because of the difference between the distribution rights and priorities set forth in the Enfission operating agreement and what is reflected by the underlying percentage ownership interests of the joint venture. We evaluate on a quarterly basis, whether our investment accounted for under the equity method of accounting has an other than temporary impairment (“OTTI”). An OTTI occurs when the estimated fair value of an investment is below the carrying value and the difference is determined not likely to be recoverable. This evaluation requires significant judgment regarding, but not limited to, the severity and duration of the impairment; the ability and intent to hold the security until recovery; financial condition, liquidity, and near-term prospects of the issuer; specific events; and other factors. Basis of Consolidation These condensed consolidated financial statements include the accounts of Lightbridge, a Nevada corporation, and our wholly-owned subsidiaries, TPI, a Delaware corporation, and Lightbridge International Holding LLC, a Delaware limited liability company. These wholly-owned subsidiaries are inactive. All significant intercompany transactions and balances have been eliminated in consolidation. The Company owns a 50% interest in Enfission – accounted for using the equity method of accounting (see Note 3. Investment in Joint Venture (Investee Losses in Excess of Investment)). Enfission is deemed to be a variable interest entity (“VIE”) under the VIE model of consolidation because it currently does not have sufficient funds to finance its operations and will require significant additional equity or subordinated debt financing. The Company has determined that it is not the primary beneficiary of the VIE since it does not have the power to direct the activities that most significantly impact the VIE’s performance. In determining whether the Company is the primary beneficiary and whether it has the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, the Company evaluates all its economic interests in the entity, regardless of form. This evaluation considers all relevant factors of the entity’s structure including the entity’s capital structure, contractual rights to earnings (losses) as well as other contractual arrangements that have potential to be economically significant. Although the Company has the obligation to absorb the losses as of this reporting period, it has concluded that it is not the primary beneficiary since the major decision making for all significant economic activities require the approval of both the Company and Framatome. The significant economic activities identified were financing activities, research and development activities, licensing activities, manufacturing of fuel assembly product activities, and marketing and sales activities. The evaluation of each of these factors in reaching a conclusion about the potential significance of our economic interests and control is a matter that requires the exercise of management judgment. Certain Risks, Uncertainties, and Concentrations The Company is an early stage company and will need additional funding by way of strategic alliances, government grants, further offerings of equity securities, an offering of debt securities, or a financing through a bank in order to support the remaining research and development activities required to further enhance and complete the development of our fuel products to a commercial stage. The Company participates in a government-regulated industry. Our operating results are affected by a wide variety of factors including decreases in the use or public favor of nuclear power, the need for additional research and development of our metallic fuel, our joint venture operations within Enfission, and our ability to protect our intellectual property. Due to these factors and potentially other factors, we may experience substantial period-to-period fluctuations in our future operating results. Potentially, a loss of any key officer, key management, or other personnel could impair our ability to successfully execute our business strategy, particularly when these individuals have acquired specialized knowledge and skills with respect to nuclear power and our operations. Our future operations and earnings may depend on the results of the Company’s operations outside the United States, including some of its research and development activities. There can be no assurance that the Company will be able to successfully continue to conduct such operations, and a failure to do so would have a material adverse effect on the Company’s research and development activities, financial position, results of operations, and cash flows. Also, the success of the Company’s operations will be subject to other numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, competition, changes in government regulations and support for nuclear power, changes in accounting and taxation standards, inability to achieve overall long-term goals, future impairment charges, and global or regional catastrophic events. The Company may be subject to various additional political, economic, and other uncertainties. Cash and Cash Equivalents The Company may at times invest its excess cash in savings accounts and US Treasury Bills. It classifies all highly liquid investments with stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months as marketable securities. The Company holds cash balances in excess of the federally insured limits of $250,000. It deems this credit risk not to be significant as cash is held by three prominent financial institutions in 2019 and 2018. The Company buys and holds short-term US Treasury Bills from Treasury Direct to maturity. US Treasury Bills totaled approximately $10.0 million at September 30, 2019 and December 31, 2018. The remaining $10.6 million and $14.6 million at September 30, 2019 and December 31, 2018, respectively, are on deposit with three notable financial institutions with substantially all of the $10.6 million and $14.6 million with one financial institution. Total cash and cash equivalents held, as reported on the accompanying condensed consolidated balance sheets, totaled approximately $20.6 million and $24.6 million at September 30, 2019 and December 31, 2018, respectively. Beneficial Conversion Feature of Convertible Preferred Stock The Company accounts for the beneficial conversion feature on its convertible preferred stock in accordance with ASC 470-20, Debt with Conversion and Other Options To determine the effective conversion price, the Company first allocates the proceeds received to the convertible preferred stock and then uses those allocated proceeds to determine the effective conversion price. If the convertible instrument is issued in a basket transaction (i.e. issued along with other freestanding financial instruments), the proceeds should first be allocated to the various instruments in the basket. The intrinsic value of the conversion option should be measured using the effective conversion price for the convertible preferred stock on the proceeds allocated to that instrument. The effective conversion price represents proceeds allocable to the convertible preferred stock divided by the number of shares into which it is convertible. The effective conversion price is then compared to the per share fair value of the underlying common shares on the commitment date. The accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid-in capital, resulting in a discount on the convertible preferred stock. This discount should be accreted from the date on which the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date. The intrinsic value of the BCF is recognized as a deemed dividend on convertible preferred stock over a period specified in the guidance. In the case of both the Series A and Series B preferred shares, the holders of the shares had the right to convert beginning at the date of issuance with the result that the accretion of the related BCF was recognized immediately at issuance. When the Company’s preferred stock has dividends that are paid-in-kind (“PIK”) (i.e. the holder is paid in additional shares or liquidation/dividend rights), and either (1) neither the Company nor the holder has the option for the dividend to be paid in cash, or (2) the PIK amounts do not accrue to the holder if the instrument is converted prior to the PIK amount otherwise being accrued or due, additional BCF is recognized as dividends accrue to the extent that the per share fair value of the underlying common shares at the commitment date exceeds the conversion price. Recently Adopted Accounting Pronouncements Compensation Stock Compensation Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Leases Leases (Topic 842). ASU 2018-09, Codification Improvements Subtopic 220-10 Income Statement — Reporting Comprehensive Income-Overall, Subtopic 718-740 Compensation — Stock Compensation-Income Taxes, Subtopic 805-740 Business Combinations — Income Taxes Subtopic 820-10 Fair Value Measurement-Overall Recent Accounting Pronouncements – To Be Adopted Intangibles, Goodwill and Other Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement — The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its financial statements. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2019 | |
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 period except that it does not include unvested common shares subject to repurchase or cancellation. Diluted net income per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, warrants, restricted shares, and unvested common shares subject to repurchase or cancellation. The dilutive effect of outstanding stock options, restricted shares, restricted stock units, and warrants is not reflected in diluted earnings per share because we incurred net losses for the three months and nine months ended September 30, 2019 and 2018, and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive and are therefore not included in the calculations. The following table sets forth the computation of the basic and diluted loss per share (rounded in millions except shares outstanding and per share amounts): 2019 2018 Numerator: Net loss attributable to common stockholders $ (9.4 ) $ (15.5 ) Denominator: Weighted-average common shares outstanding (1) 3,058,797 2,070,934 Basic and diluted net loss per share $ (3.07 ) $ (7.51 ) (1) |
Investment in Joint Venture (In
Investment in Joint Venture (Investee Losses in Excess of Investment) | 9 Months Ended |
Sep. 30, 2019 | |
Investment in Joint Venture (Investee Losses in Excess of Investment) | |
Note 3. Investment in Joint Venture (Investee Losses in Excess of Investment) | Pursuant to the Enfission operating agreement, both partners agreed that Enfission will serve as an exclusive vehicle to develop, license, and sell nuclear fuel assemblies based on Company-designed metallic fuel technology and other advanced nuclear fuel intellectual property licensed to Enfission by the Company and Framatome or their affiliates. The joint venture builds on the joint fuel development and regulatory licensing work under previously signed agreements initiated in March 2016. The Enfission operating agreement provided that the Company and Framatome each hold 50% of the total issued Class A voting membership units of the joint venture. The Company’s equity in losses in excess of its investment are accounted for under the equity method consisted of the following as of September 30, 2019 (rounded in millions): Investment Name Ownership Interest Carrying Amount Enfission, LLC 50 % Total contributions $ 9.1 Less: Share of the loss in investment in Enfission (9.6 ) Total - Equity Method Investment $ (0.5 ) The Company invested approximately $9.1 million in Enfission and Framatome invested approximately $2.9 million of equity for the period from January 24, 2018 (date of inception of Enfission) to September 30, 2019. The cash balance in Enfission at September 30, 2019 was approximately $1.2 million. During the nine months ended September 30, 2019, Enfission incurred a loss of approximately $5.4 million, and accordingly, the Company recorded its share of the loss in investment in Enfission, in accordance with the provisions in the joint venture operating agreement, of approximately $3.8 million in the accompanying condensed consolidated statement of operations for the nine months ended September 30, 2019. The Company’s share of the joint venture accumulated losses have exceeded its capital contributions by approximately $0.5 million and as a result, in accordance with equity method accounting, its share of the equity losses in excess of the equity contributions since January 24, 2018 have been recorded as investee loss in excess of investment, under the current liability section of the accompanying balance sheets. The Company is committed to fund Enfission for its share of Enfission’s liabilities at September 30, 2019. The Company currently expects to continue providing additional equity contributions in 2019 and for the foreseeable future. Summarized balance sheet information for the Company’s equity method investee Enfission as of September 30, 2019 and December 31, 2018 is presented in the following table (rounded in millions): September 30, 2019 December 31, 2018 Assets Cash $ 1.2 $ 0.7 Other current assets 0.1 0.7 Total assets $ 1.3 $ 1.4 Liabilities and equity Total liabilities $ 2.3 $ 1.9 Equity (1.0 ) (0.5 ) Total liabilities and equity $ 1.3 $ 1.4 Summarized income statement information for the Company’s equity method investee Enfission is presented in the following table for the nine months ended September 30, 2019 and for the period from January 24, 2018 (Date of Inception) to September 30, 2018 (rounded in millions): For the Nine Months Ended September 30, 2019 For the period from January 24, 2018 (Date of Inception) to September 30, 2018 Net sales and revenue $ 0.0 $ 0.0 Research and development costs 4.4 3.7 Administrative expenses 1.0 0.8 Total Operating Loss $ 5.4 $ 4.5 Loss from operations $ 5.4 $ 4.5 Net loss $ 5.4 $ 4.5 As of September 30, 2019, and December 31, 2018, the total receivable due from Enfission was approximately $0.6 million and $0.1 million, respectively, which represents consulting fees Lightbridge charged to Enfission and reimbursable expenses paid by Lightbridge on Enfission’s behalf (see Note 8. Related Party Transactions). Based on an evaluation of this equity method investment, we determined that no OTTI has occurred as of September 30, 2019. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Accounts Payable and Accrued Liabilities | |
Note 4. Accounts Payable, Accrued Liabilities | Accounts payable and accrued expenses consisted of the following (rounded in millions): September 30, December 31, 2019 2018 Trade payables $ 0.1 $ 0.1 Accrued expenses and other 0.3 0.2 Accrued bonuses 0.8 0.0 Total $ 1.2 $ 0.3 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies | |
Note 5. Commitments and Contingencies | Commitments Operating Leases The Company leases office space for a 12-month term with a monthly payment of approximately $15,000 per month for office rent. The term of the lease extends through December 31, 2019. The future minimum lease payments required under the non-cancellable operating leases for the remainder of the year total $45,000. Contingency Litigation A former Chief Financial Officer of the Company filed a complaint against the Company with the US Occupational Safety and Health Administration (“OSHA”) on March 9, 2015. This complaint was dismissed by OSHA in January 2018 without any findings against the Company. On March 14, 2018 an appeal was filed. The Company has and will continue to vigorously defend this appeal and believes that this appeal hearing will not result in any findings against the Company. On September 6, 2019, the Company filed a motion for summary decision seeking a decision in its favor as a matter of law. As of September 30, 2019, and December 31, 2018, legal fees of approximately $81,000 and $4,000 were owed, respectively, and are expected to be paid in full by the Company’s insurance carriers. |
Research and Development Costs
Research and Development Costs | 9 Months Ended |
Sep. 30, 2019 | |
Research and Development Costs | |
Note 6. Research and Development Costs | Lightbridge’s total corporate research and development costs, included in the caption research and development expenses in the accompanying condensed consolidated statement of operations amounted to approximately $0.8 million and $0.9 million for the three months ended September 30, 2019 and 2018 and approximately $2.2 million and $2.3 million for the nine months ended September 30, 2019 and 2018, respectively. See Note 8. Related Party Transactions regarding consulting fees charged to Enfission for research and development expenses incurred by Lightbridge on behalf of Enfission. |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity | |
Note 7. Stockholders' Equity and Stock-Based Compensation | All common shares, warrants, and stock option amounts and certain market price per share amounts for all periods reported below has been retroactively adjusted to reflect the Company’s one-for-twelve reverse stock split, which was effective October 21, 2019. At September 30, 2019, there were 3,249,353 common shares outstanding, and there were also outstanding warrants relating to 70,361 shares of common stock, stock options relating to 435,979 shares of common stock, 785,877 shares of Series A convertible preferred stock convertible into 65,490 shares of common stock (plus accrued dividends of $529,929 relating to an additional 16,088 common shares), and 2,666,667 shares of Series B convertible preferred stock convertible into 222,222 shares of common stock (plus accrued dividends of $490,595, relating to an additional 27,255 common shares), all totaling, 4,086,748 shares of common stock and all common stock equivalents, including accrued preferred stock dividends, outstanding at September 30, 2019. At December 31, 2018, there were 2,738,508 common shares outstanding, and there were also outstanding warrants relating to 70,361 shares of common stock, stock options relating to 467,013 shares of common stock, 813,624 shares of Series A convertible preferred stock convertible into 67,802 shares of common stock (plus accrued dividends of $407,382 relating to an additional 12,367 common shares), and 2,666,667 shares of Series B convertible preferred stock convertible into 222,222 shares of common stock (plus accrued dividends of $262,856, relating to an additional 14,603 common shares), all totaling 3,592,876 shares of common stock and all common stock equivalents, including accrued preferred stock dividends, outstanding at December 31, 2018. Common Stock Equity Offerings ATM Offerings On May 28, 2019, the Company entered into an at-the-market equity offering sales agreement (“2019 ATM”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”), pursuant to which the Company may issue and sell shares of its common stock from time to time through Stifel as the Company’s sales agent. Sales of the Company’s common stock through 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. 333-223674) filed on March 15, 2018 and declared effective March 23, 2018. Due to the offering limitations currently applicable to the Company under General Instruction I.B.6. of Form S-3 and the Company’s public float as of May 28, 2019, and in accordance with the terms of the sales agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $13,500,000 through this prospectus supplement. On March 30, 2018, the Company entered into an at-the-market issuance sales agreement with B. Riley FBR, Inc. (“B. Riley”) that superseded the prior at-the market agreement with B. Riley (collectively “2018 ATM”), pursuant to which the Company could issue and sell shares of its common stock from time to time through B. Riley as the Company’s sales agent. Effective March 29, 2019, the Company and B. Riley terminated this 2018 ATM agreement. Sales under the 2019 ATM and under the 2018 ATM for the three months and nine months ended September 30, 2019 were 115,527 shares and 508,063 shares (pre-split: approximately 1.4 million shares and 6.1 million shares), respectively. Net proceeds received from the ATM sales during the three months and nine months ended September 30, 2019 were $0.8 million and $3.8 million, respectively. The Company records its ATM sales on a settlement date basis. Sales under the 2018 ATM that were made during the three months and nine months ended September 30, 2018 were 147,327 shares and 1,419,204 shares (pre-split: approximately 1.8 million shares and 17.0 million shares), respectively. Net proceeds received from the ATM sales during the three months and nine months ended September 30, 2018 were $1.7 million and $27.6 million, respectively. Preferred Stock Equity Offerings Series B Preferred Stock - Securities Purchase Agreement On January 30, 2018, the Company issued 2,666,667 shares of newly created Non-Voting Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and associated warrants to purchase up to 55,555 shares of the Company’s common stock to the several purchasers for approximately $4.0 million or approximately $1.50 per share of Series B Preferred Stock and associated warrant. Dividends accrue on the Series B Preferred Stock at the rate of 7% per year and will be paid in-kind through an increase in the liquidation preference per share. The liquidation preference, initially $1.50 per share of Series B Preferred Stock, is the base that is also used to determine the number of common shares into which the Series B Preferred Stock will convert as well as the calculation of the 7% dividend. Each share of Series B Preferred Stock is convertible at the option of the holder into such number of shares of the Company’s common stock equal to the liquidation preference divided by the conversion price of $18 per share subject to adjustments in the case of stock splits and stock dividends. Holders of the Series B Preferred Stock are also entitled to participating dividends whenever dividends in cash securities (other than shares of the Company’s common stock paid on shares of common stock) or property are paid on common shares or shares of Series A Preferred Stock. The amount of the dividends will equal the amount to which the holder would be entitled if all shares of Series B Preferred Stock had been converted to common stock immediately prior to the record date. The warrants had a per share of common stock exercise price of $22.50. The warrants were exercisable upon issuance and expired six months after issuance on July 30, 2018. Warrants were also issued to the investment bank who introduced these investors, which were subsequently transferred to the principal of the investment bank, entitling the holder to purchase 11,119 common shares in the Company at an exercise price of $18 per share, up to and including January 30, 2021. On February 6, 2017 the Company entered into an agreement with this investment bank. The agreement calls for monthly retainer payments of $15,000, which are credited against any transaction introductory fee earned by the investment bank. This agreement calls for a 7% transaction introductory fee and warrants equal to 5% of the total transaction amount, at a strike price equal to the offering price for a three-year term. The holders of the Series B Preferred Stock have no voting rights. In addition, as long as the shares of Series A Preferred Stock are outstanding, the Company may not take certain actions without first having obtained the affirmative vote or waiver of the holders of a majority of the outstanding shares of Series B Preferred Stock. The Company has the option at any time after August 2, 2019 to redeem some or all of the outstanding Series B Preferred Stock for an amount in cash equal to the liquidation preference plus the amount of any accrued but unpaid dividends of the Series B Preferred Stock being redeemed. The holders of the Series B Preferred Stock do not have the ability to require the Company to redeem the Series B Preferred Stock. The Company has the option of forcing the conversion of all or part of the Series B Preferred Stock if at any time the average closing price of the Company’s common stock for a thirty-trading day period is greater than $65.88 prior to August 2, 2019 or greater than $98.82 at any time. The Company can exercise this option only if it also requires the conversion of the Series A Preferred Stock in the same proportion as it is requiring of the Series B Preferred Stock. Of the $4 million proceeds, approximately $0.3 million was allocated to the warrants with the remaining $3.7 million allocated to the Series B Preferred Stock. The 2,666,667 Series B Preferred Stock was initially convertible into 222,222 shares of common stock. The average of the high and low market prices of the common stock on January 30, 2018, the date of the closing of the sale of the preferred stock, was approximately $28.08 per share. At $28.08 per share the common stock into which the Series B Preferred Stock was initially convertible was valued at approximately $6.2 million. This amount was compared to the $3.6 million of proceeds allocated to the Series B Preferred Stock to indicate that a BCF of approximately $2.6 million existed at the date of issuance, which was immediately accreted as a deemed dividend because the conversion rights were immediately effective. This deemed dividend is included on the statement of operations for the nine months ended September 30, 2018. Additionally, comparison of the original $1.50 conversion price prior to the reverse stock split on October 21, 2019 of the PIK dividends to the $2.34 commitment date fair value per share on January 30, 2018 indicates that each PIK dividend will accrete $0.84 of BCF as an additional deemed dividend for every $1.50 of PIK dividend accrued. Total deemed dividends for this PIK dividend for the nine months ended September 30, 2019 and year ended December 31, 2018 were approximately $0.1 million and $0.1 million, respectively. The accumulated dividend (unpaid) at September 30, 2019 and December 31, 2018 was approximately $0.5 million and $0.3 million, respectively. The Series B Preferred Shares outstanding as of September 30, 2019 was 2,666,667 shares with an aggregate liquidation preference of approximately $4.5 million, including accumulated dividends, while the Series B Preferred Shares outstanding as of December 31, 2018 was 2,666,667 shares with an aggregate liquidation preference of approximately $4.3 million, including accumulated dividends. Series A Preferred Stock - Securities Purchase Agreement On August 2, 2016, the Company issued 1,020,000 shares of newly created Non-Voting Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to General International Holdings, Inc. for $2.8 million or approximately $2.75 per share. Dividends accrue on the Series A Preferred Stock at the rate of 7% per year and will be paid in-kind through an increase in the liquidation preference per share. The liquidation preference, initially $2.7451 per share of Series A Preferred Stock, is the base that is also used to determine the number of common shares into which the Series A Preferred Stock will convert as well as the calculation of the 7% dividend. Each share of Series A Preferred Stock is convertible at the option of the holder into such number of shares of the Company’s common stock equal to the liquidation preference divided by the conversion price of $32.94 per share subject to adjustments in the case of stock splits and stock dividends. Holders of the Series A Preferred Stock are also entitled to participating dividends whenever dividends in cash securities (other than shares of the Company’s common stock) or property are paid on common shares. The amount of the dividends is the amount to which the holder would be entitled if all shares of Series A Preferred Stock had been converted to common stock immediately prior to the record date. The Company has the option of forcing the conversion of the Series A Preferred Stock if the trading price for the Company’s common stock is more than two times the applicable conversion price (approximately $32.94 per share) before the third anniversary of the issuance of the Series A Preferred Stock, or if the trading price is more than three times the applicable conversion price following the third anniversary of issuance. The Company may also redeem the Series A Preferred Stock following the third anniversary of the issuance. The Series A Preferred Stock was initially convertible into 1,020,000 shares of common stock (now convertible into 85,000 common shares when adjusted for the one-for-twelve reverse stock split on October 21, 2019). The average of the high and low market prices of the common stock on August 6, 2016, the date of the closing of the sale of the Series A Preferred Stock, was approximately $39.78 per share. At $39.78 per share the common stock into which the Series A Preferred Stock was initially convertible was valued at approximately $3.4 million. This amount was compared to the $2.8 million of proceeds of the Series A Preferred Stock to indicate that a BCF of approximately $0.6 million existed at the date of issuance in 2016, which was immediately accreted as a deemed dividend because the conversion rights were immediately effective. Additionally, comparison of the $2.7451, original conversion price of the PIK dividends prior to the one-for-twelve reverse stock split on October 21, 2019, to the $3.315 commitment date fair value per share indicates that each PIK dividend will accrete $0.5699 of BCF as an additional deemed dividend for every $2.7451 of PIK dividend accrued. Total deemed dividends for this PIK dividend for the nine months ended September 30, 2019 and year ended December 31, 2018 were approximately $29,000 and $41,000, respectively. The holders of the Series A Preferred Stock have no voting rights. In addition, as long as 255,000 shares of Series A Preferred Stock are outstanding, the Company may not take certain actions without first having obtained the affirmative vote or waiver of the holders of a majority of the outstanding shares of Series A Preferred Stock. The Company has the option at any time after August 2, 2019 to redeem some or all of the outstanding Series A Preferred Stock for an amount in cash equal to the liquidation preference plus the amount of any accrued but unpaid dividends of the Series A Preferred Stock being redeemed. The holders of the Series A Preferred Stock do not have the ability to require the Company to redeem the Series A Preferred Stock. On April 30, 2018, the holder of the Series A Preferred Shares converted 111,260 preferred shares into 10,407 common shares. On September 30, 2018, the holder of the Series A Preferred Shares were issued 61 common shares in payment of the dividend for the month of April 2018. On the same date, the holder of the Series A Preferred Shares converted 95,116 preferred shares into 9,211 common shares. On April 16, 2019, the holder of the Series A Preferred Shares converted 27,747 preferred shares into the 2,782 common shares. The accumulated dividend (unpaid) at September 30, 2019 and December 31, 2018 was approximately $0.5 million and $0.4 million, respectively. The Series A Preferred Shares outstanding as of September 30, 2019 was 785,877 shares with an aggregate liquidation preference of approximately $2.7 million, including accumulated dividends, while the Series A Preferred Shares outstanding as of December 31, 2018 was 813,624 shares with an aggregate liquidation preference of approximately $2.6 million, including accumulated dividends. Warrants September 30, December 31, Outstanding Warrants 2019 2018 Issued to Investors on October 25, 2013, entitling the holders to purchase 20,833 common shares in the Company at an exercise price of $138.00 per common share up to and including April 24, 2021. In 2016, 4,954 of these warrants were exchanged for common stock, and all remaining warrant holders agreed to new warrant terms, which excluded any potential net cash settlement provisions in exchange for a reduced exercise price of $75.00 per share. 13,665 13,665 Issued to Investors on November 17, 2014, entitling the holders to purchase 45,577 common shares in the Company at an exercise price of $138.60 per common share up to and including May 16, 2022. On June 30, 2016, the warrant holders agreed to new warrant terms, which excluded any potential net cash settlement provisions in order to classify them as equity in exchange for a reduced exercise price of $75.00 per share. 45,577 45,577 Issued to an investment bank and subsequently transferred to a principal of the investment bank regarding the Series B Preferred Stock investment on January 30, 2018, entitling the holder to purchase 11,119 common shares in the Company at an exercise price of $18.00 per share, up to and including January 30, 2021. 11,119 11,119 Total 70,361 70,361 Stock-based Compensation – Stock Options 2015 Equity Incentive Plan On March 25, 2015, the Compensation Committee and Board of Directors approved the Lightbridge Corporation 2015 Equity Incentive Plan (the “2015 Plan”) to authorize grants of (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Compensation Awards to the employees, consultants, and directors of the Company. The shares available for award under the 2015 plan are subject to equitable adjustment for the October 21, 2019 reverse stock split described in Note 1. The 2015 Plan initially authorized a total of 50,000 shares to be available for grant under the 2015 Plan, of which the amount was increased to 116,667 shares in May 2016, 241,667 shares in May 2017, and 525,000 shares in May 2018. Total stock options outstanding at September 30, 2019 and December 31, 2018 under the 2006 Stock Plan and 2015 Plan were 435,979 and 467,013, of which 351,108 and 327,928 of these options were vested at September 30, 2019 and December 31, 2018, respectively. The components of stock-based compensation expense included in the Company’s condensed consolidated statements of operations for the three months and nine months ended September 30, 2019 and 2018 are as follows (rounded in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Research and development expenses $ - $ 162,000 $ 284,000 $ 728,000 General and administrative expenses 20,000 368,000 308,000 1,223,000 Total stock-based compensation expense $ 20,000 $ 530,000 $ 592,000 $ 1,951,000 Long-Term Non-Qualified Option Grants In August 2018, the Compensation Committee of the Board of Directors granted long-term non-qualified stock options relating to 146,066 shares to employees, consultants, and directors of the Company. These stock options have a strike price of $10.80. Out of this total, approximately 128,355 stock options were issued to employees and consultants. These non-qualified stock options contain service, performance, and market conditions of which one must be achieved in order for the options to vest. The service condition vests one-third annually over a 3-year period with accelerated vesting of these options occurring upon applicable performance or market conditions being satisfied by certain milestone dates. Accelerated vesting of these option grants to employees and consultants would occur upon achievement of either of the following performance and market-based milestones: 1. The Company’s closing stock price is above $36 per share for 10 consecutive trading days by December 31, 2019. 2. The Company secures at least $5 million of funding from the Department of Energy by June 30, 2019. The remaining approximately 17,711 stock options were service based options issued to the directors of the Company that vest over a one-year period on the anniversary date of the grant. All options granted have a 10-year contractual term. In accordance with ASC 718, awards with service, market and performance conditions for the employees and consultants were assigned a fair value of $8.28 per share and the awards with service conditions for the directors of the Company were assigned a fair value of $8.40 per share (total value of $1.2 million). The value was determined using a Monte Carlo simulation. The following assumptions were used in the Monte Carlo simulation model: Expected volatility 90 % Risk free interest rate 2.84 % Dividend yield rate 0 % Weighted average years 0.82 years Closing price per share – common stock $ 10.56 The weighted average years remaining of expected life was itself calculated based on a Monte Carlo simulation under which it was assumed that the options would be exercised, if vested, when the stock reached a price of $54, otherwise they would be exercised at expiration, if in the money. The Company determined that it was not probable that the outcome of the above performance-based milestone (i.e., DOE funding) would be met prior to the annual vesting dates. In accordance with ASC 718-10-55-104 the Company then based the amortization period for the compensation expense on the shorter of the explicit service periods or the “derived service period” based solely on the market condition. Stock option transactions to the employees, directors and consultants are summarized as follows for the nine months ended September 30, 2019: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the period 467,013 $ 32.64 $ 23.52 Granted 4,246 8.28 5.89 Exercised — — — Forfeited (18,175 ) 34.32 25.56 Expired (17,105 ) 191.78 147.21 End of the period 435,979 $ 26.15 $ 18.40 Options exercisable 351,108 $ 29.88 $ 20.85 Stock option transactions of the employees, directors, and consultants are summarized as follows for the year ended December 31, 2018: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year 331,407 $ 42.96 $ 29.88 Granted 148,704 10.80 8.40 Exercised - - - Forfeited (11,998 ) 13.20 9.96 Expired (1,100 ) 367.20 253.56 End of the year 467,013 $ 32.64 $ 23.52 Options exercisable 327,928 $ 42.00 $ 29.88 22 Table of Contents A summary of the status of the Company’s non-vested options as of September 30, 2019 and December 31, 2018, and changes during the year ended December 31, 2018 and the nine months ended September 30, 2019, is presented below: Shares Weighted- Average Fair Value Grant Date Weighted Average Exercise Price Non-vested – December 31, 2017 128,561 $ 13.20 $ 18.96 Granted 148,705 8.40 10.80 Vested (126,183 ) 15.24 18.96 Forfeited (11,998 ) 9.96 13.20 Non-vested – December 31, 2018 139,085 $ 6.48 $ 10.92 Granted 4,246 5.89 8.28 Vested (58,460 ) 8.37 10.86 Forfeited - - - Non-vested – September 30, 2019 84,871 $ 5.16 $ 10.73 The above tables include options issued and outstanding as of September 30, 2019 as follows: i) A total of 9,636 non-qualified 10-year options have been issued, and are outstanding, to advisory board members at exercise prices of $8.28 to $336.60 per share. ii) A total of 391,915 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 $10.80 to $519.00 per share. From this total, 112,968 options are outstanding to the Chief Executive Officer, who is also a director, with remaining contractual lives of 0.4 years to 8.9 years. All other options issued to directors, officers, and employees have a remaining contractual life ranging from 0.4 years to 8.9 years. iii) A total of 34,428 non-qualified 3-10-year options have been issued, and are outstanding, to consultants at exercise prices of $10.80 to $519.00 per share. As of September 30, 2019, there was approximately $47,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plans. That cost is expected to be recognized over a weighted-average period of approximately 2.28 years. For stock options outstanding at September 30, 2019, the intrinsic value was $2,000. For stock options outstanding at December 31, 2018, the intrinsic value was $0. The following table provides certain information with respect to the above-referenced stock options that were outstanding and exercisable at September 30, 2019: Stock Options Outstanding Stock Options Vested Weighted Weighted Average Average Remaining Weighted Remaining Weighted Contractual Number Average Contractual Number Average Life of Exercise Life of Exercise Exercise Prices -Years Awards Price -Years Awards Price $ 8.28-$12.48 8.88 138,947 $ 10.72 8.85 56,708 $ 10.80 $ 12.49-$24.00 7.82 199,766 $ 14.19 7.81 197,134 $ 14.21 $ 24.01-$72.00 6.14 65,310 $ 55.07 6.14 65,310 $ 55.07 $ 72.01-$240.00 4.74 28,995 $ 75.50 4.74 28,995 $ 75.50 $ 240.01-$519.00 0.88 2,961 $ 435.71 0.88 2,961 $ 435.71 Total 7.66 435,979 $ 26.15 7.36 351,108 $ 29.88 The following table provides certain information with respect to the above-referenced stock options that were outstanding and exercisable at December 31, 2018: 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 $ 10.80-$12.48 9.60 134,700 $ 10.80 — - $ — $ 12.49-$24.00 8.57 213,361 $ 14.16 8.56 208,976 $ 14.16 $ 24.01-$72.00 6.86 67,799 $ 55.08 6.86 67,799 $ 55.08 $ 72.01-$240.00 4.16 41,778 $ 89.76 4.16 41,778 $ 89.76 $ 240.01-$519.00 0.72 9,375 $ 353.52 0.72 9,375 $ 353.52 Total 8.07 467,013 $ 32.64 7.42 327,928 $ 42.00 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions | |
Note 8. Related Party Transactions | The Company invested approximately $0 and $3.5 million in Enfission during the three months and nine months ended September 30, 2019, respectively. The total administrative consulting services was $0.3 million for the nine months ended September 30, 2019. This $0.3 million amount charged to Enfission was recorded as a $150,000 reduction of general and administrative expenses and a $150,000 reduction of research and development expenses. The Company also provided research and development consulting services and management services to Enfission. The total consulting services income was $0.2 million for the three months ended September 30, 2019 and 2018, and $0.9 million and $0.8 million for the nine months ended September 30, 2019 and 2018, respectively, recorded under “Other income from joint venture” in the accompanying condensed consolidated statement of operations. As of September 30, 2019, and December 31, 2018, the total receivable due from Enfission was approximately $0.6 million and $0.1 million, respectively, which represents consulting fees Lightbridge charged to Enfission and reimbursable expenses paid by Lightbridge on Enfission’s behalf. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events | |
Note 9. Subsequent Events | Conversion of Series A Preferred Shares to Common Shares On October 8, 2019, the holder of the Series A Preferred Shares converted 28,107 preferred shares into 2,922 common shares. |
Basis of Presentation, Summar_2
Basis of Presentation, Summary of Significant Accounting Policies, and Nature of Operations (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation, Summary of Significant Accounting Policies, and Nature of Operations (Policies) | |
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 consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2018, included in our Annual Report on Form 10-K for the year ended December 31, 2018. 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 and commercializing next generation nuclear fuel technology. |
Liquidity | The Company has adopted Accounting Standards Codification (“ASC”), 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern At September 30, 2019, the Company had approximately $20.6 million in cash and had a working capital surplus of approximately $19.6 million. The Company believes that its current financial resources, as of the date of the issuance of these financial statements, are sufficient to fund its current 12 month operating budget, alleviating the substantial doubt raised by our historical operating results and satisfying our estimated liquidity needs 12 months from the issuance of these financial statements. The Company has expended substantial funds on its research and development activities to date and currently expects to continue making equity contributions to its joint venture company, Enfission, LLC. The Company’s net cash used in operating activities during the nine months ended September 30, 2019 was approximately $4.1 million, and the Company will have continued negative cash flows for the foreseeable future. Net losses incurred for the nine months ended September 30, 2019 and 2018 amounted to approximately $8.9 million and $12.5 million, respectively. As of September 30, 2019, the Company has an accumulated deficit of approximately $112.4 million, representative of recurring losses since inception. The Company has incurred recurring losses since inception because it is a development stage nuclear fuel development company. The Company expects to continue to incur losses due to future costs and expenses related to the Company’s research and development expenses and general and administrative expenses. The amount of cash and cash equivalents on the balance sheet as of the date of this filing is approximately $20 million. The Company also may consider other plans to fund operations including: (1) raising additional capital through equity issuances, debt financings or from other sources; (2) additional funding through new relationships to help fund future research and development costs; and (3) other capital raises. The Company may issue securities, including common stock, preferred stock, and stock purchase contracts through private placement transactions or registered public offerings, pursuant to its registration statement on Form S-3 filed with the SEC on March 15, 2018 and declared effective on March 23, 2018. There can be no assurance as to the availability or terms upon which financing and capital might be available. The Company’s future liquidity needs, and ability to address those needs, will largely be determined by the success of the development of its nuclear fuel, key nuclear development and regulatory events, and its business decisions in the future. |
Reverse Stock Split | Effective October 21, 2019, we conducted a one-for-twelve reverse stock split of our issued and outstanding common stock and have retroactively adjusted our common shares outstanding, stock options, warrants amounts outstanding and per share information contained in these condensed consolidated financial statements. The one-for-twelve reverse stock split automatically converted every twelve shares of the Company’s outstanding common stock prior to the effectiveness of the reverse stock split into one share of common stock. As a result, the number of common shares issued and outstanding at September 30, 2019 and December 31, 2018 decreased from 38,992,237 shares to 3,249,353 shares and from 32,862,090 shares to 2,738,508 shares, respectively. Our authorized capital of 100,000,000 shares of common stock with a par value of $0.001, was decreased to 8,333,333 shares of common stock authorized with a par value of $0.001. Accordingly, stockholders’ equity reflects the reverse stock split by reclassifying from common stock to additional paid-in capital in an amount equal to the par value of the decreased shares resulting from the reverse stock split. The par value per share was not adjusted as a result of the one-for-twelve reverse stock split. No fractional shares were issued in the reverse stock split. Stockholders who would have otherwise held fractional shares received a whole share in respect of such fractional shares. The reverse stock split did not impact any stockholder’s percentage ownership of the Company, subject to the treatment of fractional shares. The reverse stock split was undertaken to increase the market price per share of the Company’s common stock to allow the Company to regain compliance with the Nasdaq continued listing standards relating to minimum closing bid price per share requirements. |
Equity Method Investment - Enfission, LLC - Joint Venture with Framatome Inc. | In January 2018, Lightbridge and Framatome Inc., a subsidiary of Framatome SAS (formerly part of AREVA SAS), finalized and launched Enfission, LLC (“Enfission”), a 50-50 joint venture company, to develop, license, and sell nuclear fuel assemblies based on Lightbridge-designed metallic fuel technology and other advanced nuclear fuel intellectual property. Framatome SAS and Framatome Inc. (collectively “Framatome”) is a global leader in designing, building, servicing, and fueling reactor fleet and advancing nuclear energy and is majority owned by Électricité de France, the world’s largest owner and operator of nuclear power plants. Lightbridge and Framatome began joint fuel development and regulatory licensing work under previously signed agreements initiated in March 2016. The joint venture, Enfission, is a Delaware-based limited liability company that was formed on January 24, 2018. Management has determined that its investment in Enfission should be accounted for under the equity method of accounting. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations; however, the Company’s share of the losses of the investee company is reported in the “Equity in loss from joint venture” line item in the condensed consolidated statements of operations, and the Company’s carrying value in an equity method investee company is reported in the “Investment in joint venture” or “Investee losses in excess of investment” line item in the condensed consolidated balance sheets. The Company allocates income or loss utilizing the hypothetical liquidation book value (“HLBV”) method, based on the change in each JV member’s claim on the net assets of the JV’s operating agreement at period end after adjusting for any distributions or contributions made during such period. The Company uses this method because of the difference between the distribution rights and priorities set forth in the Enfission operating agreement and what is reflected by the underlying percentage ownership interests of the joint venture. We evaluate on a quarterly basis, whether our investment accounted for under the equity method of accounting has an other than temporary impairment (“OTTI”). An OTTI occurs when the estimated fair value of an investment is below the carrying value and the difference is determined not likely to be recoverable. This evaluation requires significant judgment regarding, but not limited to, the severity and duration of the impairment; the ability and intent to hold the security until recovery; financial condition, liquidity, and near-term prospects of the issuer; specific events; and other factors. |
Basis of Consolidation | These condensed consolidated financial statements include the accounts of Lightbridge, a Nevada corporation, and our wholly-owned subsidiaries, TPI, a Delaware corporation, and Lightbridge International Holding LLC, a Delaware limited liability company. These wholly-owned subsidiaries are inactive. All significant intercompany transactions and balances have been eliminated in consolidation. The Company owns a 50% interest in Enfission – accounted for using the equity method of accounting (see Note 3. Investment in Joint Venture (Investee Losses in Excess of Investment)). Enfission is deemed to be a variable interest entity (“VIE”) under the VIE model of consolidation because it currently does not have sufficient funds to finance its operations and will require significant additional equity or subordinated debt financing. The Company has determined that it is not the primary beneficiary of the VIE since it does not have the power to direct the activities that most significantly impact the VIE’s performance. In determining whether the Company is the primary beneficiary and whether it has the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, the Company evaluates all its economic interests in the entity, regardless of form. This evaluation considers all relevant factors of the entity’s structure including the entity’s capital structure, contractual rights to earnings (losses) as well as other contractual arrangements that have potential to be economically significant. Although the Company has the obligation to absorb the losses as of this reporting period, it has concluded that it is not the primary beneficiary since the major decision making for all significant economic activities require the approval of both the Company and Framatome. The significant economic activities identified were financing activities, research and development activities, licensing activities, manufacturing of fuel assembly product activities, and marketing and sales activities. The evaluation of each of these factors in reaching a conclusion about the potential significance of our economic interests and control is a matter that requires the exercise of management judgment. |
Certain Risks, Uncertainties and Concentrations | The Company is an early stage company and will need additional funding by way of strategic alliances, government grants, further offerings of equity securities, an offering of debt securities, or a financing through a bank in order to support the remaining research and development activities required to further enhance and complete the development of our fuel products to a commercial stage. The Company participates in a government-regulated industry. Our operating results are affected by a wide variety of factors including decreases in the use or public favor of nuclear power, the need for additional research and development of our metallic fuel, our joint venture operations within Enfission, and our ability to protect our intellectual property. Due to these factors and potentially other factors, we may experience substantial period-to-period fluctuations in our future operating results. Potentially, a loss of any key officer, key management, or other personnel could impair our ability to successfully execute our business strategy, particularly when these individuals have acquired specialized knowledge and skills with respect to nuclear power and our operations. Our future operations and earnings may depend on the results of the Company’s operations outside the United States, including some of its research and development activities. There can be no assurance that the Company will be able to successfully continue to conduct such operations, and a failure to do so would have a material adverse effect on the Company’s research and development activities, financial position, results of operations, and cash flows. Also, the success of the Company’s operations will be subject to other numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, competition, changes in government regulations and support for nuclear power, changes in accounting and taxation standards, inability to achieve overall long-term goals, future impairment charges, and global or regional catastrophic events. The Company may be subject to various additional political, economic, and other uncertainties. |
Cash and Cash Equivalents | The Company may at times invest its excess cash in savings accounts and US Treasury Bills. It classifies all highly liquid investments with stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months as marketable securities. The Company holds cash balances in excess of the federally insured limits of $250,000. It deems this credit risk not to be significant as cash is held by three prominent financial institutions in 2019 and 2018. The Company buys and holds short-term US Treasury Bills from Treasury Direct to maturity. US Treasury Bills totaled approximately $10.0 million at September 30, 2019 and December 31, 2018. The remaining $10.6 million and $14.6 million at September 30, 2019 and December 31, 2018, respectively, are on deposit with three notable financial institutions with substantially all of the $10.6 million and $14.6 million with one financial institution. Total cash and cash equivalents held, as reported on the accompanying condensed consolidated balance sheets, totaled approximately $20.6 million and $24.6 million at September 30, 2019 and December 31, 2018, respectively. |
Beneficial Conversion Feature of Convertible Preferred Stock | The Company accounts for the beneficial conversion feature on its convertible preferred stock in accordance with ASC 470-20, Debt with Conversion and Other Options To determine the effective conversion price, the Company first allocates the proceeds received to the convertible preferred stock and then uses those allocated proceeds to determine the effective conversion price. If the convertible instrument is issued in a basket transaction (i.e. issued along with other freestanding financial instruments), the proceeds should first be allocated to the various instruments in the basket. The intrinsic value of the conversion option should be measured using the effective conversion price for the convertible preferred stock on the proceeds allocated to that instrument. The effective conversion price represents proceeds allocable to the convertible preferred stock divided by the number of shares into which it is convertible. The effective conversion price is then compared to the per share fair value of the underlying common shares on the commitment date. The accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid-in capital, resulting in a discount on the convertible preferred stock. This discount should be accreted from the date on which the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date. The intrinsic value of the BCF is recognized as a deemed dividend on convertible preferred stock over a period specified in the guidance. In the case of both the Series A and Series B preferred shares, the holders of the shares had the right to convert beginning at the date of issuance with the result that the accretion of the related BCF was recognized immediately at issuance. When the Company’s preferred stock has dividends that are paid-in-kind (“PIK”) (i.e. the holder is paid in additional shares or liquidation/dividend rights), and either (1) neither the Company nor the holder has the option for the dividend to be paid in cash, or (2) the PIK amounts do not accrue to the holder if the instrument is converted prior to the PIK amount otherwise being accrued or due, additional BCF is recognized as dividends accrue to the extent that the per share fair value of the underlying common shares at the commitment date exceeds the conversion price. |
Recently Adopted Accounting Pronouncements | Compensation Stock Compensation Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Leases Leases (Topic 842). ASU 2018-09, Codification Improvements Subtopic 220-10 Income Statement — Reporting Comprehensive Income-Overall, Subtopic 718-740 Compensation — Stock Compensation-Income Taxes, Subtopic 805-740 Business Combinations — Income Taxes Subtopic 820-10 Fair Value Measurement-Overall |
Recent Accounting Pronouncements - To Be Adopted | Intangibles, Goodwill and Other Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement — The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its financial statements. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Net Loss Per Share (Tables) | |
Computation of the basic and diluted loss per share | 2019 2018 Numerator: Net loss attributable to common stockholders $ (9.4 ) $ (15.5 ) Denominator: Weighted-average common shares outstanding (1) 3,058,797 2,070,934 Basic and diluted net loss per share $ (3.07 ) $ (7.51 ) |
Investment in Joint Venture (_2
Investment in Joint Venture (Investee Losses in Excess of Investment) (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Investment in Joint Venture (Investee Losses in Excess of Investment) (Tables) | |
Equity method investment | Investment Name Ownership Interest Carrying Amount Enfission, LLC 50 % Total contributions $ 9.1 Less: Share of the loss in investment in Enfission (9.6 ) Total - Equity Method Investment $ (0.5 ) |
Summarized financial information for investee | September 30, 2019 December 31, 2018 Assets Cash $ 1.2 $ 0.7 Other current assets 0.1 0.7 Total assets $ 1.3 $ 1.4 Liabilities and equity Total liabilities $ 2.3 $ 1.9 Equity (1.0 ) (0.5 ) Total liabilities and equity $ 1.3 $ 1.4 For the Nine Months Ended September 30, 2019 For the period from January 24, 2018 (Date of Inception) to September 30, 2018 Net sales and revenue $ 0.0 $ 0.0 Research and development costs 4.4 3.7 Administrative expenses 1.0 0.8 Total Operating Loss $ 5.4 $ 4.5 Loss from operations $ 5.4 $ 4.5 Net loss $ 5.4 $ 4.5 |
Accounts Payable, Accrued Liabi
Accounts Payable, Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounts Payable, Accrued Liabilities (Tables) | |
Schedule of Accounts Payable and Accrued Liabilities | September 30, December 31, 2019 2018 Trade payables $ 0.1 $ 0.1 Accrued expenses and other 0.3 0.2 Accrued bonuses 0.8 0.0 Total $ 1.2 $ 0.3 |
Stockholders' Equity and Stoc_2
Stockholders' Equity and Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity and Stock-Based Compensation (Tables) | |
Schedule of Warrants Outstanding | September 30, December 31, Outstanding Warrants 2019 2018 Issued to Investors on October 25, 2013, entitling the holders to purchase 20,833 common shares in the Company at an exercise price of $138.00 per common share up to and including April 24, 2021. In 2016, 4,954 of these warrants were exchanged for common stock, and all remaining warrant holders agreed to new warrant terms, which excluded any potential net cash settlement provisions in exchange for a reduced exercise price of $75.00 per share. 13,665 13,665 Issued to Investors on November 17, 2014, entitling the holders to purchase 45,577 common shares in the Company at an exercise price of $138.60 per common share up to and including May 16, 2022. On June 30, 2016, the warrant holders agreed to new warrant terms, which excluded any potential net cash settlement provisions in order to classify them as equity in exchange for a reduced exercise price of $75.00 per share. 45,577 45,577 Issued to an investment bank and subsequently transferred to a principal of the investment bank regarding the Series B Preferred Stock investment on January 30, 2018, entitling the holder to purchase 11,119 common shares in the Company at an exercise price of $18.00 per share, up to and including January 30, 2021. 11,119 11,119 Total 70,361 70,361 |
Schedule of Share-based Compensation, Stock Options, Activity | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Research and development expenses $ - $ 162,000 $ 284,000 $ 728,000 General and administrative expenses 20,000 368,000 308,000 1,223,000 Total stock-based compensation expense $ 20,000 $ 530,000 $ 592,000 $ 1,951,000 |
Schedule of weighted average years remaining of expected life activity | Expected volatility 90 % Risk free interest rate 2.84 % Dividend yield rate 0 % Weighted average years 0.82 years Closing price per share – common stock $ 10.56 |
Schedule of Stock option transactions of the employees | Stock option transactions to the employees, directors and consultants are summarized as follows for the nine months ended September 30, 2019: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the period 467,013 $ 32.64 $ 23.52 Granted 4,246 8.28 5.89 Exercised — — — Forfeited (18,175 ) 34.32 25.56 Expired (17,105 ) 191.78 147.21 End of the period 435,979 $ 26.15 $ 18.40 Options exercisable 351,108 $ 29.88 $ 20.85 Stock option transactions of the employees, directors, and consultants are summarized as follows for the year ended December 31, 2018: Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Beginning of the year 331,407 $ 42.96 $ 29.88 Granted 148,704 10.80 8.40 Exercised - - - Forfeited (11,998 ) 13.20 9.96 Expired (1,100 ) 367.20 253.56 End of the year 467,013 $ 32.64 $ 23.52 Options exercisable 327,928 $ 42.00 $ 29.88 |
Schedule of Non-Vested Options, Activity | Shares Weighted- Average Fair Value Grant Date Weighted Average Exercise Price Non-vested – December 31, 2017 128,561 $ 13.20 $ 18.96 Granted 148,705 8.40 10.80 Vested (126,183 ) 15.24 18.96 Forfeited (11,998 ) 9.96 13.20 Non-vested – December 31, 2018 139,085 $ 6.48 $ 10.92 Granted 4,246 5.89 8.28 Vested (58,460 ) 8.37 10.86 Forfeited - - - Non-vested – September 30, 2019 84,871 $ 5.16 $ 10.73 |
Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table provides certain information with respect to the above-referenced stock options that were outstanding and exercisable at September 30, 2019: Stock Options Outstanding Stock Options Vested Weighted Weighted Average Average Remaining Weighted Remaining Weighted Contractual Number Average Contractual Number Average Life of Exercise Life of Exercise Exercise Prices -Years Awards Price -Years Awards Price $ 8.28-$12.48 8.88 138,947 $ 10.72 8.85 56,708 $ 10.80 $ 12.49-$24.00 7.82 199,766 $ 14.19 7.81 197,134 $ 14.21 $ 24.01-$72.00 6.14 65,310 $ 55.07 6.14 65,310 $ 55.07 $ 72.01-$240.00 4.74 28,995 $ 75.50 4.74 28,995 $ 75.50 $ 240.01-$519.00 0.88 2,961 $ 435.71 0.88 2,961 $ 435.71 Total 7.66 435,979 $ 26.15 7.36 351,108 $ 29.88 The following table provides certain information with respect to the above-referenced stock options that were outstanding and exercisable at December 31, 2018: 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 $ 10.80-$12.48 9.60 134,700 $ 10.80 — - $ — $ 12.49-$24.00 8.57 213,361 $ 14.16 8.56 208,976 $ 14.16 $ 24.01-$72.00 6.86 67,799 $ 55.08 6.86 67,799 $ 55.08 $ 72.01-$240.00 4.16 41,778 $ 89.76 4.16 41,778 $ 89.76 $ 240.01-$519.00 0.72 9,375 $ 353.52 0.72 9,375 $ 353.52 Total 8.07 467,013 $ 32.64 7.42 327,928 $ 42.00 |
Basis of Presentation Summary o
Basis of Presentation Summary of Significant Accounting Policies and Nature of Operations (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jan. 24, 2018 | |
Date of incorporation | Feb. 2, 1999 | |||||
State of Incorporation | Nevada | |||||
Cash and cash equivalents | $ 20,600,000 | $ 20,600,000 | $ 24,637,295 | |||
Working capital | 19,600,000 | 19,600,000 | ||||
Net Cash Used In Operating Activities | (4,117,339) | $ (5,298,236) | ||||
Net loss for the three months ended March 31, 2018 | (2,441,414) | $ (4,214,586) | (8,858,858) | (12,453,086) | ||
Accumulated Deficit | (112,356,480) | (112,356,480) | (103,497,622) | |||
US Treasury Bills | 10,000,000 | |||||
Cash and cash equivalents except US Treasury Bills | 10,600,000 | $ 14,600,000 | ||||
Cash, FDIC insured amount | $ 250,000 | $ 250,000 | ||||
Common stock, shares authorized | 8,333,333 | 8,333,333 | 8,333,333 | |||
Common stock, shares outstanding | 3,249,353 | 3,249,353 | 2,738,508 | |||
Common stock, shares issued | 3,249,353 | 3,249,353 | 2,738,508 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Enfission LLC [Member] | ||||||
Net loss for the three months ended March 31, 2018 | $ 5,400,000 | $ 4,500,000 | ||||
Equity method investment, ownership interest | 50.00% | 50.00% | 50.00% | |||
Reverse Stock Split [Member] | ||||||
Common stock, shares authorized | 8,333,333 | 8,333,333 | 8,333,333 | |||
Common stock, shares outstanding | 2,738,508 | 2,738,508 | 2,738,508 | |||
Common stock, shares issued | 3,249,353 | 3,249,353 | 3,249,353 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net Loss Per Share (Details) | ||||
Net loss attributable to common stockholders | $ (2,617,916) | $ (4,382,959) | $ (9,381,063) | $ (15,546,642) |
Weighted Average Number of Common Shares Outstanding (1) | 3,222,226 | 2,458,899 | 3,058,797 | 2,070,934 |
Net Loss Per Common Share, Basic and Diluted | $ (0.81) | $ (1.78) | $ (3.07) | $ (7.51) |
Investment in Joint Venture (_3
Investment in Joint Venture (Investee Losses in Excess of Investment) (Details) - Enfission LLC [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Jan. 24, 2018 | |
Total contributions, Ownership Interest | 50.00% | 50.00% |
Total contributions, Carrying Amount | $ 9,100,000 | |
Less: Share of the loss in investment in Enfission | (9,600,000) | |
Equity losses in excess of investment | 500,000 | |
Less: Share of the loss in investment in Enfission | (9,600,000) | |
Joint Venture Operating Agreement [Member] | ||
Less: Share of the loss in investment in Enfission | $ 3,800,000 |
Investment in Joint Venture (_4
Investment in Joint Venture (Investee Losses in Excess of Investment) (Details 1) - Enfission LLC [Member] - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Cash | $ 1,200,000 | $ 700,000 |
Other current assets | 100,000 | 700,000 |
Total assets | 1,300,000 | 1,400,000 |
Liabilities and equity | ||
Total liabilities | 2,300,000 | 1,900,000 |
Equity | (1,000,000) | (500,000) |
Total liabilities and equity | $ 1,300,000 | $ 1,400,000 |
Investment in Joint Venture (_5
Investment in Joint Venture (Investee Losses in Excess of Investment) (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Net loss for the three months ended March 31, 2018 | $ (2,441,414) | $ (4,214,586) | $ (8,858,858) | $ (12,453,086) | |
Enfission LLC [Member] | |||||
Net sales and revenue | 0 | 0 | |||
Research and development costs | 4,400,000 | 3,700,000 | |||
Administrative expenses | 1,000,000 | 800,000 | |||
Total operating loss | 5,400,000 | 4,500,000 | |||
Loss from operations | 5,400,000 | 4,500,000 | |||
Net loss for the three months ended March 31, 2018 | $ 5,400,000 | $ 4,500,000 |
Investment in Joint Venture (_6
Investment in Joint Venture (Investee Losses in Excess of Investment) (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Framatome [Member] | |||
Total contributions | $ 2,900,000 | ||
Framatome [Member] | Joint Venture Operating Agreement [Member] | |||
Percentage of Class A voting membership | 50.00% | ||
Enfission LLC [Member] | |||
Total contributions | $ 9,100,000 | ||
Share of the loss in investment in Enfission | (9,600,000) | ||
Cash | 1,200,000 | $ 700,000 | |
Net loss | 5,400,000 | $ 2,800,000 | |
Total receivables due amount | 600,000 | $ 100,000 | |
Enfission LLC [Member] | Joint Venture Operating Agreement [Member] | |||
Share of the loss in investment in Enfission | $ 3,800,000 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Accounts Payable and Accrued Liabilities (Details) | ||
Trade payables | $ 100,000 | $ 100,000 |
Accrued expenses and other | 300,000 | 200,000 |
Accrued bonuses | 800,000 | 0 |
Total | $ 1,200,000 | $ 300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies (Details Narrative) | ||
Description of terms and conditions of option to extend lease | The term of the lease extends through December 31, 2019. | |
Operating lease term | 12 months | |
Monthly rent fees | $ 15,000 | |
Operating lease frequency of periodic payments | Monthly | |
Legal fees | $ 81,000 | $ 4,000 |
Lease Payment | $ 45,000 |
Research and Development Costs
Research and Development Costs (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Research and Development Costs (Details Narrative) | ||||
Research and development | $ 751,473 | $ 864,060 | $ 2,218,826 | $ 2,313,124 |
Stockholders Equity and StockBa
Stockholders Equity and StockBased Compensation (Details) - shares | Sep. 30, 2019 | Dec. 31, 2018 |
Warrants outstanding | 70,361 | 70,361 |
Issued To Investors On October 25, 2013 [Member] | ||
Warrants outstanding | 13,665 | 13,665 |
Issued To Investors On November 17, 2014 [Member] | ||
Warrants outstanding | 45,577 | 45,577 |
Issued to an investment bank regarding the Series B Preferred Stock investment on January 30, 2018 [Member] | ||
Warrants outstanding | 11,119 | 11,119 |
Stockholders Equity and Stock_2
Stockholders Equity and StockBased Compensation (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Research and development expenses | $ 751,473 | $ 864,060 | $ 2,218,826 | $ 2,313,124 |
General and administrative expenses | 1,463,568 | 1,889,401 | 4,051,484 | 5,566,022 |
Total stock-based compensation expense | 591,663 | 1,951,394 | ||
Employee Stock Option [Member] | ||||
Research and development expenses | 162,000 | 284,000 | 728,000 | |
General and administrative expenses | 20,000 | 368,000 | 308,000 | 1,223,000 |
Total stock-based compensation expense | $ 20,000 | $ 530,000 | $ 592,000 | $ 1,951,000 |
Stockholders Equity and Stock_3
Stockholders Equity and StockBased Compensation (Details 2) | 9 Months Ended |
Sep. 30, 2019$ / shares | |
Stockholders Equity and StockBased Compensation (Details) | |
Expected volatility | 90.00% |
Risk free interest rate | 2.84% |
Dividend yield rate | 0.00% |
Weighted average remaining expected life | 9 months 25 days |
Closing price per share - common stock | $ 10.56 |
Stockholders Equity and Stock_4
Stockholders Equity and StockBased Compensation (Details 3) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Stockholders Equity and StockBased Compensation (Details 3) | ||
Beginning of the period | $ 331,407 | |
Granted | 4,246 | 148,704 |
Exercised | ||
Forfeited | (18,175) | (11,998) |
Expired | (17,105) | (1,100) |
End of the period | 435,979 | 467,013 |
Options exercisable | 351,108 | 327,928 |
Weighted Average Exercise Price Beginning of the period | $ 32.64 | $ 42.96 |
Weighted Average Exercise Price Stock Options Granted | 8.28 | 10.80 |
Weighted Average Exercise Price Stock Options Exercised | ||
Weighted Average Exercise Price Stock Options Forfeited | 34.32 | 13.20 |
Weighted Average Exercise Price Stock Options Expired | 191.78 | 367.20 |
Weighted Average Exercise End of the year | 26.15 | 32.64 |
Weighted Average Exercise Price Options exercisable | 29.88 | 42 |
Weighted Average Fair Value Stock Options Beginning of the period | 23.52 | 29.88 |
Weighted Average Fair Value Stock Options Granted | 5.89 | 8.40 |
Weighted Average Fair Value Stock Options Exercised | ||
Weighted Average Fair Value Stock Options Forfeited | 25.56 | 9.96 |
Weighted Average Fair Value Stock Options Expired | 147.21 | 253.56 |
Weighted Average Fair Value Stock Options End of the year | 18.40 | 23.52 |
Weighted Average Fair Value Options exercisable | $ 20.85 | $ 29.88 |
Stockholders Equity and Stock_5
Stockholders Equity and StockBased Compensation (Details 4) - Non-Vested Option [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Non-vested at beginning of period | 139,085 | 128,561 |
Granted | 4,246 | 148,705 |
Vested | (58,460) | (126,183) |
Forfeited | (11,998) | |
Non-vested at end of period | 84,871 | 139,085 |
Weighted average fair value grant date, beginning of period | $ 6.48 | $ 13.20 |
Weighted average fair value grant date, granted | 5.89 | 8.40 |
Weighted average fair value grant date, vested | 8.37 | 15.24 |
Weighted average fair value grant date, forfeited | 9.96 | |
Weighted average fair value grant date, end of period | 5.16 | 6.48 |
Weighted average exercise price, beginning of period | 10.92 | 18.96 |
Weighted average exercise price, granted | 8.28 | 10.80 |
Weighted average exercise price, vested | 10.86 | 18.96 |
Weighted average exercise price, forfeited | 13.20 | |
Weighted average exercise price, end of period | $ 10.73 | $ 10.92 |
Stockholders Equity and Stock_6
Stockholders Equity and StockBased Compensation (Details 5) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Weighted Average Remaining Contractual Life - Years | 7 years 7 months 28 days | 8 years 26 days |
Number of Awards Stock option outstanding | 435,979 | 467,013 |
Weighted Average Exercise Price Stock Options Outstanding | ||
Number of Awards Vested | 351,108 | 327,928 |
Weighted Average Exercise Price | $ 29.88 | $ 42 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 7 years 4 months 9 days | 7 years 5 months 1 day |
Range One [Member] | ||
Weighted Average Remaining Contractual Life - Years | 8 years 10 months 17 days | 9 years 7 months 6 days |
Number of Awards Stock option outstanding | 138,947 | 134,700 |
Weighted Average Exercise Price Stock Options Outstanding | $ 10.72 | $ 10.80 |
Number of Awards Vested | 56,708 | |
Weighted Average Exercise Price | $ 10.80 | |
Weighted Average Remaining Contractual Life of Stock Options Vested | 8 years 10 months 6 days | |
Exercise price lower range limit | $ 8.28 | $ 10.80 |
Exercise price upper range limit | $ 12.48 | $ 12.48 |
Range Two [Member] | ||
Weighted Average Remaining Contractual Life - Years | 7 years 9 months 25 days | 8 years 6 months 25 days |
Number of Awards Stock option outstanding | 199,766 | 213,361 |
Weighted Average Exercise Price Stock Options Outstanding | $ 14.19 | $ 14.16 |
Number of Awards Vested | 197,134 | 208,976 |
Weighted Average Exercise Price | $ 14.21 | $ 14.16 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 7 years 9 months 22 days | 8 years 6 months 21 days |
Exercise price lower range limit | $ 12.49 | $ 12.49 |
Exercise price upper range limit | $ 24 | $ 24 |
Range Three [Member] | ||
Weighted Average Remaining Contractual Life - Years | 6 years 1 month 20 days | 6 years 10 months 10 days |
Number of Awards Stock option outstanding | 65,310 | 67,799 |
Weighted Average Exercise Price Stock Options Outstanding | $ 55.07 | $ 55.08 |
Number of Awards Vested | 65,310 | 67,799 |
Weighted Average Exercise Price | $ 55.07 | $ 55.08 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 6 years 1 month 20 days | 6 years 10 months 10 days |
Exercise price lower range limit | $ 24.01 | $ 24.01 |
Exercise price upper range limit | $ 72 | $ 72 |
Range Four [Member] | ||
Weighted Average Remaining Contractual Life - Years | 4 years 8 months 26 days | 4 years 1 month 27 days |
Number of Awards Stock option outstanding | 28,995 | 41,778 |
Weighted Average Exercise Price Stock Options Outstanding | $ 75.50 | $ 89.76 |
Number of Awards Vested | 28,995 | 41,778 |
Weighted Average Exercise Price | $ 75.50 | $ 89.76 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 4 years 8 months 26 days | 4 years 1 month 27 days |
Exercise price lower range limit | $ 72.01 | $ 72.01 |
Exercise price upper range limit | $ 240 | $ 240 |
Range Five [Member] | ||
Weighted Average Remaining Contractual Life - Years | 10 months 17 days | 8 months 19 days |
Number of Awards Stock option outstanding | 2,961 | 9,375 |
Weighted Average Exercise Price Stock Options Outstanding | $ 435.71 | $ 353.52 |
Number of Awards Vested | 2,961 | 9,375 |
Weighted Average Exercise Price | $ 435.71 | $ 353.52 |
Weighted Average Remaining Contractual Life of Stock Options Vested | 10 months 17 days | 8 months 19 days |
Exercise price lower range limit | $ 240.01 | $ 240.01 |
Exercise price upper range limit | $ 519 | $ 519 |
Stockholders Equity and Stock_7
Stockholders Equity and StockBased Compensation (Details Narrative) - USD ($) | Feb. 06, 2017 | Aug. 02, 2016 | Apr. 16, 2019 | Aug. 31, 2018 | May 31, 2018 | Apr. 30, 2018 | Mar. 30, 2018 | Jan. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | May 31, 2017 | Mar. 25, 2015 |
Reverse stock split | 1:12 | ||||||||||||||
Exercise price | |||||||||||||||
Common stock, shares, outstanding | 3,249,353 | 3,249,353 | 2,738,508 | ||||||||||||
Class of Warrant or Right, Outstanding | 70,361 | 70,361 | 70,361 | ||||||||||||
Stock options outstanding | 435,979 | 435,979 | 467,013 | ||||||||||||
Total stock and stock equivalents outstanding | 4,086,748 | 4,086,748 | 3,592,876 | ||||||||||||
Proceeds from the issuance of the warrants and common shares | $ 4,000,000 | ||||||||||||||
Common stock, conversion basis | The 2,666,667 Series B Preferred Stock was initially convertible into 222,222 shares of common stock. | ||||||||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Common Stock, Shares Issued | 3,249,353 | 3,249,353 | 2,738,508 | ||||||||||||
Number of options vested and expected to vest outstanding | 47,000 | ||||||||||||||
Unrecognized compensation costs | $ 300,000 | $ 300,000 | |||||||||||||
Weighted average recognition period | 2 years 3 months 11 days | ||||||||||||||
Aggregate intrinsic value | $ 2,000 | $ 2,000 | $ 0 | ||||||||||||
Series B Preferred Stock conversion description | The Company has the option of forcing the conversion of all or part of the Series B Preferred Stock if at any time the average closing price of the Company’s common stock for a thirty-trading day period is greater than $65.88 prior to August 2, 2019 or greater than $98.82 at any time. The Company can exercise this option only if it also requires the conversion of the Series A Preferred Stock in the same proportion as it is requiring of the Series B Preferred Stock. | ||||||||||||||
Preferred stock convertible amount | $ 6,200,000 | ||||||||||||||
Common stock, shares authorized | 8,333,333 | 8,333,333 | 8,333,333 | ||||||||||||
Common stock exercise price | $ 8.28 | $ 10.80 | |||||||||||||
Investment Bank [Member] | |||||||||||||||
Monthly payments | $ 15,000 | ||||||||||||||
Introductory fee in percentage | 7.00% | ||||||||||||||
Warrants fees in percentage | 5.00% | ||||||||||||||
Offering price term | 3 years | ||||||||||||||
2015 Equity Incentive Plan [Member] | |||||||||||||||
Common shares issued under incentive plan | 525,000 | ||||||||||||||
2019 ATM Agreement [Member] | |||||||||||||||
Proceeds from issuance of shares | $ 800,000 | $ 3,800,000 | |||||||||||||
Sale of stock, number of shares | 115,527 | 508,063 | |||||||||||||
Stock issued during period shares reverse stock splits | 1,400,000 | 6,100,000 | |||||||||||||
2018 ATM Agreement [Member] | |||||||||||||||
Proceeds from issuance of shares | $ 800,000 | $ 1,700,000 | $ 3,800,000 | $ 27,600,000 | |||||||||||
Sale of stock, number of shares | 115,527 | 147,327 | 508,063 | 1,419,204 | |||||||||||
Stock issued during period shares reverse stock splits | 1,400,000 | 1,800,000 | 6,100,000 | 17,000,000 | |||||||||||
New ATM agreement [Member] | Subsequent Event [Member] | |||||||||||||||
Aggregate offering price | $ 13,500,000 | ||||||||||||||
Series A Preferred Stock | |||||||||||||||
Preferred stock convertible amount | $ 600,000 | ||||||||||||||
Conversion price | $ 32.94 | $ 32.94 | |||||||||||||
Common stock shares reserved for future issuance, Value | $ 65,490 | $ 65,490 | $ 67,802 | ||||||||||||
Preferred stock, shares issued | 785,877 | 61 | 785,877 | 61 | 813,624 | ||||||||||
Additional common shares | 176,208 | 176,208 | 12,367 | ||||||||||||
Preferred Stock, Shares Outstanding | 785,877 | 785,877 | 813,624 | ||||||||||||
Preferred stock, liquidation preference | $ 2,687,461 | $ 2,687,461 | $ 2,640,862 | ||||||||||||
Accrued dividend | 529,929 | 529,929 | 407,382 | ||||||||||||
Common stock, shares issued, conversion of preferred stock | 2,782 | 10,407 | 9,211 | ||||||||||||
Convertible preferred stock, shares converted | 27,747 | 111,260 | 95,116 | 95,116 | |||||||||||
Accumulated dividend | 500,000 | 500,000 | 400,000 | ||||||||||||
Series B Preferred Stock | |||||||||||||||
Class of Warrant or Right, Outstanding | 55,555 | ||||||||||||||
Proceeds from the issuance of the warrants and common shares | 3,700,000 | ||||||||||||||
Preferred stock convertible amount | 3,600,000 | ||||||||||||||
Conversion price | $ 18 | ||||||||||||||
Common stock shares reserved for future issuance, Value | $ 222,222 | $ 222,222 | $ 222,222 | ||||||||||||
Preferred stock, shares issued | 2,666,667 | 2,666,667 | 2,666,667 | ||||||||||||
Rate of dividend payable in kind | 7.00% | ||||||||||||||
Price per share | $ 1.50 | $ 28.08 | $ 28.08 | ||||||||||||
Additional common shares | 27,255 | 27,255 | 14,603 | ||||||||||||
Preferred Stock, Shares Outstanding | 2,666,667 | 2,666,667 | 2,666,667 | 2,666,667 | |||||||||||
Preferred stock, liquidation preference | $ 4,490,594 | $ 4,490,594 | $ 4,262,855 | ||||||||||||
Accrued dividend | $ 490,595 | 490,595 | $ 262,856 | ||||||||||||
Liquidation preference per share | $ 1.50 | ||||||||||||||
Common stock exercise price | $ 22.50 | ||||||||||||||
Series B Preferred Stock | Warrants [Member] | |||||||||||||||
Exercise price | 1.50 | ||||||||||||||
Maturity date | Jan. 30, 2021 | ||||||||||||||
Stock Options and Restricted Stock [Member] | Plan [Member] | |||||||||||||||
Common stock, shares authorized | 50,000 | ||||||||||||||
Common stock, shares authorized increased | 241,667 | 116,667 | |||||||||||||
General International Holdings, Inc [Member] | Series A Preferred Stock | |||||||||||||||
Common stock, shares, outstanding | 255,000 | ||||||||||||||
Aggregate intrinsic value | $ 2,800,000 | ||||||||||||||
Preferred stock convertible amount | $ 3,400,000 | ||||||||||||||
Conversion price | $ 32.94 | ||||||||||||||
Fair value per share | $ 39.78 | ||||||||||||||
Common stock shares reserved for future issuance, Value | $ 2,800,000 | ||||||||||||||
Preferred stock, shares issued | 1,020,000 | ||||||||||||||
Rate of dividend payable in kind | 7.00% | ||||||||||||||
Price per share | $ 2.75 | ||||||||||||||
Number of shares reserved for future issuance | 1,020,000 | ||||||||||||||
Average market price of common stock | $ 39.78 | ||||||||||||||
Preferred stock, liquidation preference per share | $ 2.7451 | ||||||||||||||
BCF [Member] | |||||||||||||||
Preferred stock convertible amount | $ 2,800,000 | $ 2,600,000 | |||||||||||||
Accrete dividend | $ 2.7451 | $ 0.84 | $ 0.84 | ||||||||||||
Additional deemed dividend | 0.5699 | ||||||||||||||
B. Riley FBR, Inc. [Member] | 2018 ATM agreement [Member] | |||||||||||||||
Proceeds from issuance of shares | $ 2,000,000 | ||||||||||||||
Sale of stock, number of shares | 3,300,000 | ||||||||||||||
Common stock authorized to be issued under prospectus supplement, value | $ 50,000,000 | ||||||||||||||
B. Riley FBR, Inc. [Member] | 2018 ATM agreement [Member] | March 28, 2019 and March 29, 2019 [Member] | |||||||||||||||
Proceeds from issuance of shares | $ 200,000 | ||||||||||||||
Sale of stock, number of shares | 300,000 | ||||||||||||||
B. Riley FBR, Inc. [Member] | ATM Agreement [Member] | |||||||||||||||
Net proceeds to Company | $ 20,700,000 | ||||||||||||||
B. Riley FBR, Inc. [Member] | ATM Agreement [Member] | On January 24, 2018, January 26, 2018, February 7, 2018, and March 2, 2018 [Member] | |||||||||||||||
Aggregate registration amount | $ 22,600,000 | $ 22,600,000 | |||||||||||||
Holders of Series A Preferred Shares [Member] | |||||||||||||||
Preferred Stock, Shares Outstanding | 785,877 | 785,877 | 813,624 | ||||||||||||
Preferred stock, liquidation preference | $ 2,700,000 | $ 2,700,000 | $ 2,600,000 | ||||||||||||
Common stock, shares issued, conversion of preferred stock | |||||||||||||||
Convertible preferred stock, shares converted | 95,116 | 95,116 | |||||||||||||
Accumulated dividend | $ 500,000 | $ 500,000 | $ 400,000 | ||||||||||||
Shares issued against dividend | |||||||||||||||
Long-Term Non-Qualified Options [Member] | Director [Member] | |||||||||||||||
Non-qualified stock options granted | 17,711 | ||||||||||||||
Non-qualified stock options outstanding | 34,428 | ||||||||||||||
Description of option vesting | The remaining approximately 17,711 stock options were service based options issued to the directors of the Company that vest over a one-year period on the anniversary date of the grant. All options granted have a 10-year contractual term. | ||||||||||||||
Long-Term Non-Qualified Options [Member] | Employees and Consultants [Member] | |||||||||||||||
Non-qualified stock options granted | 128,355 | ||||||||||||||
Description of option vesting | The service condition vests one-third annually over a 3-year period with accelerated vesting of these options occurring upon applicable performance or market conditions being satisfied by certain milestone dates | ||||||||||||||
Long-Term Non-Qualified Options [Member] | Employees, Consultants and Directors [Member] | |||||||||||||||
Non-qualified stock options granted | 146,066 | ||||||||||||||
Description of option vesting | The service condition vests one-third annually over a 3-year period with accelerated vesting of these options occurring upon applicable performance or market conditions being satisfied by certain milestone dates. | ||||||||||||||
Strike price | $ 10.80 | ||||||||||||||
Description of Long-Term Non-Qualified Option Grants | In accordance with ASC 718, awards with service, market and performance conditions for the employees and consultants were assigned a fair value of $8.28 per share and the awards with service conditions for the directors of the Company were assigned a fair value of $8.40 per share (total value of $1.2 million). The value was determined using a Monte Carlo simulation. The following assumptions were used in the Monte Carlo simulation model | ||||||||||||||
Description for accelerated vesting of options | The Company’s closing stock price is above $36 per share for 10 consecutive trading days by December 31, 2019, The Company secures at least $5 million of funding from the Department of Energy by June 30, 2019. | ||||||||||||||
Description for exercise of options | The weighted average years remaining of expected life was itself calculated based on a Monte Carlo simulation under which it was assumed that the options would be exercised, if vested, when the stock reached a price of $54, otherwise they would be exercised at expiration, if in the money. | ||||||||||||||
Long-Term Non-Qualified Options [Member] | Advisory board members[Member] | Minimum [Member] | Consultants [Member] | |||||||||||||||
Exercise price | 10.80 | ||||||||||||||
Term of options | 3 years | ||||||||||||||
Long-Term Non-Qualified Options [Member] | Advisory board members[Member] | Maximum [Member] | Consultants [Member] | |||||||||||||||
Exercise price | 519 | ||||||||||||||
Term of options | 10 years | ||||||||||||||
Long-Term Non-Qualified Options [Member] | Advisory board members[Member] | Directors, Officers and Employees [Member] | |||||||||||||||
Non-qualified stock options granted | 391,915 | ||||||||||||||
Non-qualified stock options outstanding | 112,968 | ||||||||||||||
Long-Term Non-Qualified Options [Member] | Advisory board members[Member] | Directors, Officers and Employees [Member] | Minimum [Member] | |||||||||||||||
Exercise price | 10.80 | ||||||||||||||
Contractual lives | 4 months 24 days | ||||||||||||||
Term of options | 10 years | ||||||||||||||
Long-Term Non-Qualified Options [Member] | Advisory board members[Member] | Directors, Officers and Employees [Member] | Maximum [Member] | |||||||||||||||
Exercise price | 519 | ||||||||||||||
Contractual lives | 8 years 10 months 25 days | ||||||||||||||
Term of options | 10 years | ||||||||||||||
Long-Term Non-Qualified Options [Member] | Advisory board members[Member] | Chief Executive Officer [Member] | Minimum [Member] | |||||||||||||||
Contractual lives | 3 years | ||||||||||||||
Long-Term Non-Qualified Options [Member] | Advisory board members[Member] | Chief Executive Officer [Member] | Maximum [Member] | |||||||||||||||
Contractual lives | 10 years | ||||||||||||||
PIK dividend [Member] | |||||||||||||||
Reverse stock split | One-for-twelve reverse stock split on October 21, 2019 | ||||||||||||||
Conversion price | 2.7451 | $ 1.50 | $ 1.50 | ||||||||||||
Fair value per share | $ 3.315 | $ 2.34 | $ 2.34 | ||||||||||||
Preferred Stock, Shares Outstanding | 2,666,667 | 2,666,667 | 2,666,667 | 2,666,667 | |||||||||||
Preferred stock, liquidation preference | $ 4,500,000 | $ 4,500,000 | $ 4,300,000 | ||||||||||||
Accumulated dividend | 500,000 | 500,000 | 300,000 | ||||||||||||
Total cumulative deemed dividend | 200,000 | 200,000 | 100,000 | ||||||||||||
PIK dividend [Member] | BCF [Member] | |||||||||||||||
Total cumulative deemed dividend | $ 29,000 | $ 29,000 | $ 41,000 | ||||||||||||
2006 Stock Plan and 2015 Equity Incentive Plan [Member] | |||||||||||||||
Stock options outstanding | 435,979 | 435,979 | 467,013 | ||||||||||||
Options vested | 351,108 | 327,928 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Other receivable from joint venture | $ 633,408 | $ 633,408 | $ 633,408 | $ 93,253 | ||
Other income from joint venture | 247,568 | $ 203,180 | 908,224 | $ 790,554 | ||
Investment in joint venture | (3,540,000) | $ (5,217,000) | ||||
Enfission [Member] | ||||||
Other income from joint venture | ||||||
Investment in joint venture | $ 0 | 3,500,000 | ||||
Consulting services fees | 300,000 | |||||
Reduction of general and administrative expenses | 150,000 | |||||
Reduction of research and development | $ 150,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Series A Preferred Stock [Member] - shares | 1 Months Ended | 9 Months Ended | ||
Oct. 08, 2019 | Apr. 16, 2019 | Apr. 30, 2018 | Sep. 30, 2018 | |
Convertible preferred stock, shares converted | 27,747 | 111,260 | 95,116 | |
Common stock, shares issued, conversion of preferred stock | 2,782 | 10,407 | 9,211 | |
Subsequent Events [Member] | ||||
Convertible preferred stock, shares converted | 28,107 | |||
Common stock, shares issued, conversion of preferred stock | 2,922 |