Current Report Filing (8-k)
August 29 2016 - 7:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 23, 2016
LIGHTBRIDGE CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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001-34487
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91-1975651
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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11710 Plaza America Drive, Suite 2000
Reston,
VA 20190
(Address of principal executive offices, including zip
code)
(571) 730-1200
(Registrant’s Telephone Number,
Including Area Code)
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On August 23, 2016, Lightbridge Corporation (the “Company”)
received written confirmation from the Nasdaq Office of General Counsel that the
Company has regained compliance with all terms for continued listing set forth
in the July 27, 2016 letter from the Nasdaq Hearings Panel. The August 23, 2016
letter also confirmed that the Nasdaq Hearings Panel has determined to continue
the listing of the Company’s common stock on the Nasdaq Stock Market and is
closing the compliance review.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On August 24, 2016, the Company’s Board of Directors approved
the adoption of amendments to the Amended and Restated Bylaws of the Company
(the “Amended and Restated Bylaws”). Among other things, the amendments (i)
provide the right for stockholders to call special meetings in lieu of action by
written consent, (ii) revise certain indemnification rights for the Company’s
officers, directors, employees and agents, (iii) provide an exclusive forum for
certain types of actions, including derivative and fiduciary actions, and (iv)
specify the process and timing for stockholders to nominate persons for election
to the Company’s Board of Directors and bring other business before a meeting of
the Company’s stockholders. Stockholders wishing to propose director nominees or
other business at the Company’s 2017 Annual Meeting of Stockholders must comply
with the requirements set forth in the Amended and Restated Bylaws, including
delivery of a notice of such nomination or other business to the Company’s
Secretary between January 12, 2017 and February 11, 2017, subject to the
exceptions set forth in the Amended and Restated Bylaws.
The foregoing general description of the amendments is
qualified in its entirety by reference to the text of the Amended and Restated
Bylaws, as amended, a copy of which is included as Exhibit 3.1 to this report
and incorporated by reference herein. In addition, a copy of the Amended and
Restated Bylaws marked to show the amendments is included as Exhibit 3.2 to this
report.
Item 7.01 Regulation FD Disclosure.
On August 29, 2016, the Company issued a press release
regarding receipt of the August 23, 2016 letter from the Nasdaq Office of
General Counsel and the continued listing of the Company’s common stock on
Nasdaq. A copy of the press release is furnished with this Form 8-K as Exhibit
99.1 and is incorporated by reference into this Item 7.01.
The information in this Item 7.01, including the press release,
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by reference to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: August 29, 2016
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LIGHTBRIDGE
CORPORATION
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By:
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/s/
Seth Grae
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Name:
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Seth Grae
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Title:
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President and Chief Executive Officer
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