As filed with the Securities and Exchange Commission
on September 29, 2016
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Registration
Statement No. 333-207507
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
______________________________
Amendment No. 1
to
Post-Effective Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
LIGHTBRIDGE CORPORATION
(Exact name of registrant as specified in its charter)
______________________________
Nevada
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1000
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91-1975651
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(State or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization)
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Classification Code Number)
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Identification Number)
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11710 Plaza America Drive, Suite 2000
Reston, VA
20190
(571) 730-1200
(Address, including zip code, and
telephone number, including area code, of registrants principal executive
offices)
______________________________
Seth Grae
President and CEO
Lightbridge
Corporation
11710 Plaza America Drive, Suite 2000
Reston,
VA 20190
(571) 730-1200
(Name, address, including zip
code, and telephone number, including area code, of agent for service)
______________________________
Copy to:
David R. Crandall
Hogan
Lovells US LLP
1601 Wewatta Street, Suite 900
Denver,
Colorado 80202
(303) 899-7300
______________________________
Approximate date of commencement of proposed sale to the
public:
As soon as practicable after this registration statement becomes
effective.
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box:[X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ]
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Accelerated
filer
[ ]
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Non-accelerated filer [ ]
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(Do not check if a smaller reporting company)
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Smaller reporting company [X]
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The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
On October 19, 2015 Lightbridge
Corporation (the Company) filed a registration statement with the Securities
and Exchange Commission on Form S-1 (Registration No. 333-207507), which was
amended on December 11, 2015 (as so amended, the Registration Statement) and
declared effective by the Securities and Exchange Commission (the SEC) on
December 22, 2015. The Registration Statement registered for resale up to
1,146,040 shares of the common stock of the Company by Aspire Capital Fund, LLC
(Aspire Capital). The shares of common stock being offered by Aspire Capital
are issued or issuable pursuant to a common stock purchase agreement between the
Company and Aspire Capital.
This Post-Effective Amendment No.
1 to the Registration Statement (this Post-Effective Amendment No. 1) is being
filed to update the Registration Statement by including, among other things, a
statement providing for the incorporation by reference of any future filings the
Company will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended, and a related undertaking. All share and per share information
in this Post-Effective Amendment No. 1 has been adjusted to reflect a
one-for-five reverse stock split of the Companys common stock, which was
effective July 20, 2016.
No additional securities are
being registered under this Post-Effective Amendment No. 1. All applicable
registration fees were paid at the time of the initial filing of the
Registration Statement.
The information in this prospectus is
not complete and may be changed. The selling shareholder may not sell these
securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these
securities, and the selling shareholder is not soliciting offers to buy these
securities in any state where the offer or sale of these securities is not
permitted.
Subject to Completion, Dated September
29, 2016
PROSPECTUS
LIGHTBRIDGE CORPORATION
1,146,040 Shares
Common Stock
______________________________
This prospectus relates to the
sale of up to 1,146,040 shares of our common stock by Aspire Capital Fund, LLC.
Aspire Capital is also referred to in this prospectus as the selling
shareholder. The prices at which the selling shareholder may sell the shares
will be determined by the prevailing market price for the shares or in
negotiated transactions. We will not receive proceeds from the sale of the
shares by the selling shareholder. However, we have received proceeds of $2.0
million, and may receive additional proceeds of up to $8.0 million, for an
aggregate of $10.0 million, from the sale of our common stock to the selling
shareholder, pursuant to a common stock purchase agreement entered into with the
selling shareholder on September 4, 2015.
The selling shareholder is an
underwriter within the meaning of the Securities Act of 1933, as amended. We
will pay the expenses of registering these shares, but all selling and other
expenses incurred by the selling shareholder will be paid by the selling
shareholder.
Our common stock is listed on the
Nasdaq Capital Market under the symbol LTBR. On September 28, 2016, the last
reported sale price of our common stock on the Nasdaq Capital Market was $1.84
per share.
You should read this prospectus
and any prospectus supplement, together with additional information described
under the heading Where You Can Find More Information, carefully before you
invest in any of our securities.
______________________________
Investing in our securities
involves risks. See Risk Factors beginning on page 6 of this prospectus and
the risks and uncertainties described in the documents we file with the
Securities and Exchange Commission that are incorporated in this prospectus by
reference for certain risks and uncertainties relating to an investment in our
securities.
______________________________
Neither the Securities and
Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
______________________________
This prospectus is
dated 2016.
TABLE OF CONTENTS
______________________________
We have not, and the selling
shareholder has not, authorized anyone to provide you with information different
from that contained or incorporated by reference in this prospectus or in any
supplement to this prospectus or free writing prospectus, and neither we nor the
selling shareholder takes any responsibility for any other information that
others may give you. This prospectus is not an offer to sell, nor is it a
solicitation of an offer to buy, the securities in any jurisdiction where the
offer or sale is not permitted. You should not assume that the information
contained in this prospectus or any prospectus supplement or free writing
prospectus is accurate as of any date other than the date on the front cover of
those documents, or that the information contained in any document incorporated
by reference is accurate as of any date other than the date of the document
incorporated by reference, regardless of the time of delivery of this prospectus
or any sale of a security. Our business, financial condition, results of
operations and prospects may have changed since those dates.
This prospectus relates to the
offering of our common stock. Before buying any of our common stock, you should
carefully read this prospectus, any supplement to this prospectus, the
information and documents incorporated herein by reference and the additional
information under the heading Where You Can Find Additional Information and
Incorporation of Certain Information by Reference. These documents contain
important information that you should consider when making your investment
decision.
References in this prospectus to
Lightbridge, we, us, our, our Company, or the Company mean
Lightbridge Corporation, a Nevada corporation, and its consolidated
subsidiaries, unless we state otherwise or the context indicates otherwise.
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains or
incorporates forward-looking statements within the meaning of section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and section 21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act. These
forward-looking statements are managements beliefs and assumptions. In
addition, other written or oral statements that constitute forward-looking
statements are based on current expectations, estimates and projections about
the industry and markets in which we operate and statements may be made by or on
our behalf. Words such as should, could, may, will, expect,
anticipate, intend, target, plan, believe, seek, estimate,
variations of such words and similar expressions are intended to identify such
forward-looking statements. Such statements include, among others, (i) those
concerning market and business segment growth, demand and acceptance of our
nuclear energy consulting services and nuclear fuel technology business, (ii)
any projections of sales, earnings, revenue, margins or other financial items,
(iii) any statements of the plans, strategies and objectives of management for
future operations, (iv) any statements regarding future economic conditions or
performance, (v) uncertainties related to conducting business in foreign
countries, as well as (vi) all assumptions, expectations, predictions,
intentions or beliefs about future events. These statements are not guarantees
of future performance and involve substantial risks, uncertainties and
assumptions that are difficult to predict. Important factors that could cause
actual results to differ materially from those in such forward-looking
statements are set forth in Item 1A Risk Factors in our Annual Report on Form
10-K for the year ended December 31, 2015, as amended, our other filings with
the Securities and Exchange Commission, or SEC, and any supplement to this
prospectus and include but are not limited to:
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our ability to commercialize our nuclear fuel technology;
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our ability to attract new customers;
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our ability to employ and retain qualified employees and
consultants that have experience in the nuclear industry;
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competition and competitive factors in the markets in
which we compete;
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public perception of nuclear energy generally;
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general economic and business conditions in the local
economies in which we regularly conduct business, which can affect demand
for our services;
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changes in laws, rules and regulations governing our
business;
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development and utilization of our intellectual property;
and
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potential and contingent liabilities.
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The foregoing list of important
factors is not intended to be and is not exhaustive. We base our forward-looking
statements on our managements beliefs and assumptions based on information
available to our management at the time the statements are made. Actual outcomes
and results may differ materially from those expressed, implied or projected in
such forward-looking statements and therefore you should not place undue
reliance on them. Forward-looking statements speak only as of the date on which
they are made. Except as required under the federal securities laws and the
rules and regulations of the SEC, we do not have any intention or obligation to
update publicly any forward-looking statements after the distribution of this
prospectus, whether as a result of new information, future events, changes in
assumptions or otherwise.
1
SUMMARY
This summary highlights
selected information about us, this offering and selected information appearing
elsewhere in this prospectus and in the documents we incorporate by reference
herein. This summary is not complete and does not contain all of the information
that you should consider before deciding whether to invest in our common stock.
You should read this entire prospectus carefully, including the Risk Factors
section beginning on page 6 of this prospectus and the Risk Factors section of
our Annual Report on Form 10-K for the year ended December 31, 2015, as amended,
and our Quarterly Reports on Form 10-Q, as amended, our financial statements and
the related notes and the other documents incorporated by reference in this
prospectus. Unless otherwise noted, all share and per share information has been
adjusted to reflect the one-for-five reverse stock split of our common stock
that became effective July 20, 2016.
About Lightbridge Corporation
Lightbridge is a leading nuclear
fuel technology company and we participate in the nuclear power industry in the
United States and internationally. Our mission is to be a world leader in the
design and licensing of nuclear fuels that we anticipate will be economically
attractive, enhance reactor safety, proliferation resistant, and produce less
waste than current generation nuclear fuels, and to provide world-class
strategic advisory services to governments and utilities seeking to develop or
expand civil nuclear power programs.
Our business operations can be
categorized in two segments:
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Nuclear Fuel Technology Business
. We
develop next generation nuclear fuel technology that has the potential to
significantly increase the power output of commercial reactors, reducing
the cost of generating electricity and the amount of nuclear waste on a
per-megawatt-hour basis and enhancing reactor safety and the proliferation
resistance of spent fuel. Our main focus is on our nuclear fuel technology
business segment.
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Nuclear Energy Consulting Business
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provide nuclear power consulting and strategic advisory services to
commercial and governmental entities worldwide. Our nuclear consulting
business operations are intended to help defray a portion of the costs
relating to the development of our nuclear fuel technology.
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We were incorporated under the
laws of the State of Nevada on February 2, 1999 and engaged in businesses other
than our current business until October 6, 2006, when we acquired our
wholly-owned subsidiary Thorium Power, Inc.
The address of our principal
executive office is 11710 Plaza America Drive, Suite 2000, Reston, Virginia,
20190, and our telephone number is (571) 730-1200. We maintain a website at
www.ltbridge.com
that contains information about our Company, though no
information contained on our website is part of this prospectus.
2
The Offering
Common stock offered by the selling
shareholder
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Up to 1,146,040 shares, including 762,686 shares
previously issued to Aspire Capital
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Common stock outstanding
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4,799,955 shares (as of September 12, 2016)(1)
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Use of proceeds
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The selling shareholder will receive all of the proceeds
from the sale of the shares offered for sale by it under this prospectus.
We will not receive proceeds from the sale of the shares by the selling
shareholder. However, we may receive up to $10.0 million in proceeds from
the sale of our common stock to the selling shareholder under the common
stock purchase agreement described below. Any proceeds from the selling
shareholder that we receive under the purchase agreement are expected to
be used for working capital and general corporate purposes.
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Nasdaq Capital Market symbol
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LTBR
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Risk factors
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See Risk Factors beginning on page 6 of this prospectus
and the other information included in, or incorporated by reference into,
this prospectus for a discussion of certain factors you should carefully
consider before deciding to invest in shares of our common stock.
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(1)
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The number of shares of our common stock outstanding
excludes 1,463,003 shares of our common stock issuable upon the exercise
of stock options outstanding as of June 30, 2016 and 1,272,622 shares of
our common stock issuable upon the exercise of warrants outstanding as of
September 12, 2016. Unless otherwise indicated, all information in this
prospectus assumes no exercise of the outstanding options or warrants
described above.
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Purchase Agreement with Aspire Capital
On September 4, 2015, we entered
into a common stock purchase agreement (referred to in this prospectus as the
Purchase Agreement), with Aspire Capital Fund, LLC, an Illinois limited
liability company (referred to in this prospectus as Aspire Capital or the
selling shareholder), which provides that, upon the terms and subject to the
conditions and limitations set forth therein, Aspire Capital is committed to
purchase up to an aggregate of $10.0 million of our shares of common stock over
the approximately 24-month term of the Purchase Agreement, which commenced in
January 2016. In consideration for entering into the Purchase Agreement,
concurrently with the execution of the Purchase Agreement, we issued to Aspire
Capital 60,000 shares of our common stock as a commitment fee (referred to in
this prospectus as the Commitment Shares). We also concurrently entered into a
registration rights agreement with Aspire Capital (referred to in this
prospectus as the Registration Rights Agreement), in which we agreed to file one
or more registration statements, including the registration statement of which
this prospectus is a part, as permissible and necessary to register under the
Securities Act the sale of the shares of our common stock that have been and may
be issued to Aspire Capital under the Purchase Agreement.
3
As of September 12, 2016, there
were 4,799,955 shares of our common stock outstanding (4,619,325 shares held by
non-affiliates). If all of the 1,146,040 shares of our common stock offered
hereby were issued and outstanding as of the date hereof, such shares would
represent approximately 22.1% of the total common stock outstanding or
approximately 22.9% of the non-affiliate shares of common stock outstanding as
of September 12, 2016. The aggregate number of shares that we can issue to
Aspire Capital under the Purchase Agreement may in no case exceed 3,000,000
shares of our common stock, which is the number of shares approved for issuance
under the Purchase Agreement by the Companys stockholders at our 2016 Annual
Meeting of Stockholders, unless stockholder approval is obtained to issue more;
provided that at no point in time shall Aspire Capital (together with its
affiliates) beneficially own more than 19.99% of our common stock. As of
September 12, 2016, we had issued 762,686 shares of our common stock to Aspire
Capital under the Purchase Agreement (including the 60,000 Commitment Shares)
for aggregate proceeds to the Company of approximately $2.0 million.
Pursuant to the Purchase
Agreement and the Registration Rights Agreement, we are registering 1,146,040
shares of our common stock under the Securities Act, which includes 762,686
shares that have already been issued to Aspire Capital and 383,354 shares of
common stock which we may issue to Aspire Capital. All 1,146,040 shares of
common stock are being offered pursuant to this prospectus. Under the Purchase
Agreement, we have the right but not the obligation to issue more than the
1,146,040 shares of common stock included in this prospectus to Aspire Capital.
As of the date hereof, we do not have any plans or intent to issue to Aspire
Capital any shares of common stock in addition to the 1,146,040 shares of common
stock offered hereby.
On any trading day on which the
closing sale price of our common stock equals or exceeds $0.50 per share, we
have the right, in our sole discretion, to present Aspire Capital with a
purchase notice (each a Purchase Notice) directing Aspire Capital (as
principal) to purchase up to 20,000 shares of our common stock per trading day,
provided that the aggregate price of such purchase shall not exceed $250,000 per
trading day, up to $10.0 million of our common stock in the aggregate at a per
share price (the Purchase Price) calculated by reference to the prevailing
market price of our common stock (as more specifically described below).
In addition, on any date on which
we submit a Purchase Notice for 20,000 shares to Aspire Capital and the closing
sale price of our stock equals or exceeds $0.50 per share of common stock, we
also have the right, in our sole discretion, to present Aspire Capital with a
volume-weighted average price purchase notice (each a VWAP Purchase Notice)
directing Aspire Capital to purchase an amount of stock equal to up to 30% of
the aggregate shares of the Companys common stock traded on the Nasdaq Capital
Market on the next trading day (the VWAP Purchase Date), subject to a maximum
number of shares we may determine (the VWAP Purchase Share Volume Maximum) and
a minimum trading price (the VWAP Minimum Price Threshold), as more
specifically described below. The purchase price per Purchase Share pursuant to
such VWAP Purchase Notice (the VWAP Purchase Price) is calculated by reference
to the prevailing market price of our common stock (as more specifically
described below).
4
The Purchase Agreement provides
that the Company and Aspire Capital shall not effect any sales under the
Purchase Agreement on any purchase date where the closing sale price of our
common stock is less than $0.50 per share (the Floor Price). The Floor Price
and the respective prices and share numbers in the preceding paragraphs shall be
appropriately adjusted for any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split or other similar transaction. There
are no trading volume requirements or restrictions under the Purchase Agreement,
and we will control the timing and amount of any sales of our common stock to
Aspire Capital. Aspire Capital has no right to require any sales by us, but is
obligated to make purchases from us as we direct in accordance with the Purchase
Agreement. There are no limitations on use of proceeds, financial or business
covenants, restrictions on future fundings, rights of first refusal,
participation rights, penalties or liquidated damages in the Purchase Agreement. The Purchase Agreement may be terminated by us at
any time, at our discretion, without any penalty or cost to us.
5
RISK FACTORS
An investment in our common
stock involves a high degree of risk. Prior to making a decision about investing
in our common stock, you should carefully consider the risk factors described
below and the risk factors discussed in the sections entitled Risk Factors
contained in our Annual Report on Form 10-K for the year ended December 31,
2015, our Quarterly Reports on Form 10-Q, and in any applicable prospectus
supplement and our other filings with the SEC and incorporated by reference in
this prospectus, together with all of the other information contained in this
prospectus, or any applicable prospectus supplement. Additional risks and
uncertainties not presently known to us, or that we currently view as
immaterial, may also impair our business. If any of the risks or uncertainties
described in our SEC filings or any prospectus supplement or any additional
risks and uncertainties actually occur, our business, financial condition and
results of operations could be materially and adversely affected. In that case,
the trading price of our common stock could decline and you might lose all or
part of your investment.
Risks Relating to Our Securities
We will need to raise significant additional capital in
the future to expand our operations and continue our research and development
and we may be unable to raise such funds when needed and on acceptable terms.
We will need to raise significant
additional capital in order to continue our research and development activities
and fund our operations. Our current plan is to seek external funding from third
party sources to support a large portion of the remaining development, testing
and demonstration activities relating to our metallic nuclear fuel technology.
The extent to which we utilize the Purchase Agreement with Aspire Capital as a
source of funding will depend on a number of factors, including the prevailing
market price of our common stock, the volume of trading in our common stock and
the extent to which we are able to secure funds from other sources. The number
of shares that we may sell to Aspire Capital under the Purchase Agreement on any
given day and during the term of the Purchase Agreement is limited. See The
Aspire Capital Transaction for additional information. Additionally, we and
Aspire Capital may not effect any sales of shares of our common stock under the
Purchase Agreement during the continuance of an event of default or on any
trading day that the closing sale price of our common stock is less than $0.50
per share. Even if we are able to access the full $10.0 million under the
Purchase Agreement, we will still need additional capital to fully implement our
business, operating and development plans.
When we elect to raise additional
funds or additional funds are required, we may raise such funds from time to
time through public or private equity offerings, debt financings or other
financing alternatives, as well as through sales of common stock to Aspire
Capital under the Purchase Agreement. Additional equity or debt financing or
other alternative sources of capital may not be available to us on acceptable
terms, if at all.
If we raise additional funds by
issuing equity securities, our stockholders will experience dilution. Debt
financing, if available, would result in substantial fixed payment obligations
and may involve agreements that include covenants limiting or restricting our
ability to take specific actions, such as incurring additional debt, making
capital expenditures or declaring dividends. Any debt financing or additional
equity that we raise may contain terms, such as liquidation and other
preferences, which are not favorable to us or our stockholders. If we are unable
to raise additional capital in sufficient amounts or on terms acceptable to us,
we may not be able to fully develop our nuclear fuel designs, our future
operations will be limited, and our ability to generate revenues and achieve or
sustain future profitability will be substantially harmed.
6
The sale of our common stock to Aspire Capital may cause
substantial dilution to our existing shareholders and the sale of the shares of
common stock acquired by Aspire Capital could cause the price of our common
stock to decline.
We are registering for sale the
60,000 Commitment Shares that we have issued and 1,086,040 shares that we may
sell to Aspire Capital under the Purchase Agreement. It is anticipated that
shares registered in this offering will be sold over a period of up to
approximately 24 months from the date sales commenced under the Purchase
Agreement in January 2016. The number of shares ultimately offered for sale by
Aspire Capital under this prospectus is dependent upon the number of shares we
elect to sell to Aspire Capital under the Purchase Agreement. Depending upon
market liquidity at the time, sales of shares of our common stock under the
Purchase Agreement may cause the trading price of our common stock to decline.
Aspire Capital may ultimately
purchase all, some or none of the $10.0 million of common stock that, together
with the 60,000 Commitment Shares, is the subject of this prospectus. Aspire
Capital may sell all, some or none of our shares that it holds or comes to hold
under the Purchase Agreement. Sales by Aspire Capital of shares acquired
pursuant to the Purchase Agreement under the registration statement, of which
this prospectus is a part, may result in dilution to the interests of other
holders of our common stock. The sale of a substantial number of shares of our
common stock by Aspire Capital in this offering, or anticipation of such sales,
could make it more difficult for us to sell equity or equity-related securities
in the future at a time and at a price that we might otherwise wish to effect
sales. However, we have the right to control the timing and amount of sales of
our shares to Aspire Capital, and the Purchase Agreement may be terminated by us
at any time at our discretion without any penalty or cost to us.
There may be volatility in our stock price, which could
negatively affect investments, and stockholders may not be able to resell their
shares at or above the value they originally purchased such shares.
The market price of our common
stock may fluctuate significantly in response to a number of factors, some of
which are beyond our control, including:
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quarterly variations in operating results;
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changes in financial estimates by securities analysts;
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changes in market valuations of other similar companies;
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limited liquidity in our common stock;
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announcements by us or our competitors of new products or
of significant technical innovations, contracts, receipt of (or failure to
obtain) government funding or support, acquisitions, strategic
partnerships or joint ventures;
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additions or departures of key personnel;
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any deviations in net sales or in losses from levels
expected by securities analysts, or any reduction in political support
from levels expected by securities analysts;
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future sales of common stock; and
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nuclear accidents or other adverse nuclear industry
events.
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The stock market may experience
extreme volatility that is often unrelated to the performance of particular
companies. These market fluctuations may cause our stock price to fall
regardless of its performance.
7
THE ASPIRE CAPITAL TRANSACTION
General
On September 4, 2015, we entered
into the Purchase Agreement which provides that, upon the terms and subject to
the conditions and limitations set forth therein, Aspire Capital is committed to
purchase up to an aggregate of $10.0 million of our shares of common stock over
the term of the Purchase Agreement. In consideration for entering into the
Purchase Agreement, concurrently with the execution of the Purchase Agreement,
we issued to Aspire Capital the 60,000 Commitment Shares. Concurrently with
entering into the Purchase Agreement, we also entered into the Registration
Rights Agreement, in which we agreed to file one or more registration statements
as permissible and necessary to register under the Securities Act, the sale of
the shares of our common stock that have been and may be issued to Aspire
Capital under the Purchase Agreement.
As of September 12, 2016, there
were 4,799,955 shares of our common stock outstanding (4,619,325 shares held by
non-affiliates). If all of the 1,146,040 shares of our common stock offered
hereby were issued and outstanding as of the date hereof, such shares would
represent approximately 22.1% of the total common stock outstanding or
approximately 22.9% of the non-affiliate shares of common stock outstanding as
of September 12, 2016. The aggregate number of shares that we can issue to
Aspire Capital under the Purchase Agreement may in no case exceed 3,000,000
shares of our common stock, which is the number of shares approved for issuance
under the Purchase Agreement by the Companys stockholders at our 2016 Annual
Meeting of Stockholders, unless stockholder approval is obtained to issue more;
provided that at no point in time shall Aspire Capital (together with its
affiliates) beneficially own more than 19.99% of our common stock. As of
September 12, 2016, we had issued 762,686 shares of our common stock to Aspire
Capital under the Purchase Agreement (including the 60,000 Commitment Shares)
for aggregate proceeds to the Company of approximately $2.0 million.
Pursuant to the Purchase
Agreement and the Registration Rights Agreement, we are registering 1,146,040
shares of our common stock under the Securities Act, which includes 762,686
shares that have already been issued to Aspire Capital and 383,354 shares of
common stock which we may issue to Aspire Capital. All 1,146,040 shares of
common stock are being offered pursuant to this prospectus. Under the Purchase
Agreement, we have the right but not the obligation to issue more than the
1,146,040 shares of common stock included in this prospectus to Aspire Capital.
As of the date hereof, we do not have any plans or intent to issue to Aspire
Capital any shares of common stock in addition to the 1,146,040 shares of common
stock offered hereby.
On any trading day on which the
closing sale price of our common stock is not less than $0.50 per share, we have
the right, in our sole discretion, to present Aspire Capital with a Purchase
Notice, directing Aspire Capital (as principal) to purchase up to 20,000 shares
of our common stock per business day, up to $10.0 million of our common stock in
the aggregate at a Purchase Price calculated by reference to the prevailing
market price of our common stock over the preceding 12-business day period (as
more specifically described below).
In addition, on any date on which
we submit a Purchase Notice to Aspire Capital for 20,000 Purchase Shares and out
stock price is not less than $0.50 per share, we also have the right, in our
sole discretion, to present Aspire Capital with a VWAP Purchase Notice directing
Aspire Capital to purchase an amount of stock equal to up to 30% of the
aggregate shares of the Companys common stock traded on the Nasdaq Capital
Market on the next trading day, subject to the VWAP Purchase Share Volume
Maximum and the VWAP Minimum Price Threshold. The VWAP Purchase Price is
calculated by reference to the prevailing market price of our common stock (as
more specifically described below).
8
There are no trading volume
requirements or restrictions under the Purchase Agreement, and we will control
the timing and amount of any sales of our common stock to Aspire Capital. Aspire
Capital has no right to require any sales by us, but is obligated to make
purchases from us as we direct in accordance with the Purchase Agreement. There
are no limitations on use of proceeds, financial or business covenants,
restrictions on future fundings, rights of first refusal, participation rights,
penalties or liquidated damages in the Purchase Agreement. Aspire Capital may
not assign its rights or obligations under the Purchase Agreement.
Purchase of Shares under the Purchase Agreement
Under the Purchase Agreement, on
any trading day selected by us on which the closing sale price of our common
stock equals or exceeds $0.50 per share, we may direct Aspire Capital to
purchase up to 20,000 shares of our common stock per trading day. The Purchase
Price of such shares is equal to the lesser of:
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the lowest sale price of our common stock on the purchase
date; or
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the arithmetic average of the three lowest closing sale
prices for our common stock during the twelve consecutive trading days
ending on the trading day immediately preceding the purchase date.
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In addition, on any date on which
we submit a Purchase Notice to Aspire Capital for purchase of 20,000 shares, we
also have the right to direct Aspire Capital to purchase an amount of stock
equal to up to 30% of the aggregate shares of our common stock traded on the
Nasdaq Capital Market on the next trading day, subject to the VWAP Purchase
Share Volume Maximum and the VWAP Minimum Price Threshold, which is equal to the
greater of (a) 80% of the closing price of the Companys common stock on the
business day immediately preceding the VWAP Purchase Date or (b) such higher
price as set forth by the Company in the VWAP Purchase Notice. The VWAP Purchase
Price of such shares is the lower of:
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the closing sale price on the VWAP Purchase Date; or
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95% of the volume-weighted average price for our common
stock traded on the Nasdaq Capital Market:
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on the VWAP Purchase Date, if the aggregate shares to be
purchased on that date have not exceeded the VWAP Purchase Share Volume
Maximum; or
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during that portion of the VWAP Purchase Date until such
time as the sooner to occur of (i) the time at which the aggregate shares
traded on the Nasdaq Capital Market exceed the VWAP Purchase Share Volume
Maximum or (ii) the time at which the sale price of the Companys common
stock falls below the VWAP Minimum Price Threshold.
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The purchase price will be
adjusted for any reorganization, recapitalization, non-cash dividend, stock
split, or other similar transaction occurring during the trading day(s) used to
compute the purchase price. We may deliver multiple Purchase Notices and VWAP
Purchase Notices to Aspire Capital from time to time during the term of the
Purchase Agreement, so long as the most recent purchase has been completed.
Minimum Share Price
Under the Purchase Agreement, we
and Aspire Capital may not effect any sales of shares of our common stock under
the Purchase Agreement on any trading day that the closing sale price of our
common stock is less than $0.50 per share.
9
Events of Default
Generally, Aspire Capital may
terminate the Purchase Agreement upon the occurrence of any of the following
events of default:
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the effectiveness of any registration statement that is
required to be maintained effective pursuant to the terms of the
Registration Rights Agreement between us and Aspire Capital lapses for any
reason (including, without limitation, the issuance of a stop order) or is
unavailable to Aspire Capital for sale of our shares of common stock, and
such lapse or unavailability continues for a period of ten consecutive
business days or for more than an aggregate of thirty business days in any
365-day period, which is not in connection with a post-effective amendment
to any such registration statement; in connection with any post-effective
amendment to such registration statement that is required to be declared
effective by the SEC, such lapse or unavailability may continue for a
period of no more than 30 consecutive business days, with an extension for
up to an additional 30 days if we receive a comment letter from the SEC in
connection with such post- effective amendment;
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the suspension from trading or failure of our common
stock to be listed on our principal market for a period of three
consecutive business days;
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the delisting of our common stock from the Nasdaq Capital
Market, and the Companys common stock is not immediately thereafter
trading on the New York Stock Exchange, the NYSE MKT, the Nasdaq Global
Select Market, the Nasdaq Global Market, the OTB Bulletin Board or the
OTCQB marketplace or OTCQX marketplace of the OTC Markets Group;
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our transfer agents failure to issue to Aspire Capital
shares of our common stock which Aspire Capital is entitled to receive
under the Purchase Agreement within five business days after an applicable
purchase date;
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any breach by us of any representation, warranty,
covenant or other term or condition contained in the Purchase Agreement or
any related agreement which could have a material adverse effect on us,
subject to a cure period of five business days;
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if we become insolvent or are generally unable to pay our
debts as they become due;
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any participation or threatened participation in
insolvency or bankruptcy proceedings by or against us; or
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if the aggregate number of shares of common stock issued
to Aspire Capital under the Purchase Agreement exceeds 3,000,000, unless
and until further stockholder approval is obtained.
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Our Termination Rights
The Purchase Agreement may be
terminated by us at any time, at our discretion, without any penalty or cost to
us.
No Short-Selling or Hedging by Aspire Capital
Aspire Capital has agreed that
neither it nor any of its agents, representatives and affiliates shall engage in
any direct or indirect short-selling or hedging of our common stock during any
time prior to the termination of the Purchase Agreement.
10
Effect of Performance of the Purchase Agreement on Our
Stockholders
The Purchase Agreement does not
limit the ability of Aspire Capital to sell any or all of the 1,146,040 shares
registered in this offering. It is anticipated that shares registered in this
offering will be sold over a period of up to approximately 24 months from the
date sales commenced under the Purchase Agreement in January 2016. The sale by
Aspire Capital of a significant amount of shares registered in this offering at
any given time could cause the market price of our common stock to decline
and/or to be highly volatile. Aspire Capital may ultimately purchase all, some
or none of the 383,354 shares of common stock not yet issued but registered in
this offering. After it has acquired such shares, it may sell all, some or none
of such shares. Therefore, sales to Aspire Capital by us pursuant to the
Purchase Agreement also may result in substantial dilution to the interests of
other holders of our common stock. However, we have the right to control the
timing and amount of any sales of our shares to Aspire Capital and the Purchase
Agreement may be terminated by us at any time at our discretion without any
penalty or cost to us.
Percentage of Outstanding Shares After Giving Effect to the
Purchased Shares Issued to Aspire Capital
In connection with entering into
the Purchase Agreement, we authorized the sale to Aspire Capital of up to $10.0
million of our shares of common stock. Subject to any required approval by our
board of directors, we have the right but not the obligation to issue more than
the 1,146,040 shares included in this prospectus to Aspire Capital under the
Purchase Agreement. In the event we elect to issue more than 1,146,040 shares
under the Purchase Agreement, we will be required to file a new registration
statement and have it declared effective by the SEC. The number of shares
ultimately offered for sale by Aspire Capital in this offering is dependent upon
the number of shares purchased by Aspire Capital under the Purchase Agreement.
The following table sets forth the number and percentage of outstanding shares
to be held by Aspire Capital after giving effect to the sale of shares of common
stock issued to Aspire Capital at varying purchase prices:
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Proceeds from the Sale of
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Assumed
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Shares to Aspire Capital
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Number of Shares to be
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Percentage of Outstanding
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Average
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Under the Purchase
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Issued in this Offering at
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Shares After Giving Effect to
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Purchase
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Agreement Registered in this
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the Assumed Average
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the Purchased Shares Issued
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Price
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Offering
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Purchase Price (1)
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to Aspire Capital (2)
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$0.50
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$543,020
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1,086,040
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21.0%
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$2.00
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$2,172,080
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1,086,040
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21.0%
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$3.50
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$3,801,140
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1,086,040
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21.0%
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$7.00
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$7,602,280
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1,086,040
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21.0%
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$10.00
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$10,000,000
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1,000,000
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19.6%
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(1)
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Excludes the 60,000 Commitment Shares issued under the
Purchase Agreement between the Company and Aspire Capital.
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(2)
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The denominator is based on 4,799,955 shares outstanding
as of September 12, 2016, which includes 762,686 shares previously issued
to Aspire Capital pursuant to the Purchase Agreement, and the number of
shares set forth in the adjacent column which we would have sold to Aspire
Capital at the corresponding assumed purchase price set forth in the
adjacent column. The numerator is based on the number of shares which we
may issue to Aspire Capital under the Purchase Agreement that are included
in this prospectus at the corresponding assumed purchase price set forth
in the adjacent column.
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11
USE OF PROCEEDS
This prospectus relates to shares
of our common stock that may be offered and sold from time to time by Aspire
Capital. We will not receive any proceeds upon the sale of shares by Aspire
Capital. However, we may receive proceeds up to $10.0 million under the Purchase
Agreement with Aspire Capital. The proceeds received from the sale of the shares
under the Purchase Agreement will be used for working capital and general
corporate purposes. This anticipated use of net proceeds from the sale of our
common stock to Aspire Capital under the Purchase Agreement represents our
intentions based upon our current plans and business conditions.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
Our common stock is traded on the
Nasdaq Capital Market under the symbol LTBR. The last reported sale price of
our common stock on September 28, 2016 on the Nasdaq Capital Market was $1.84 per
share. The following table sets forth the high and low sale prices for our
common stock for the periods indicated as reported on the Nasdaq Capital Market.
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High
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Low
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Year Ended December 31, 2014:
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First
Quarter
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$
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18.93
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$
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7.35
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Second Quarter
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$
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14.40
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$
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9.70
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Third
Quarter
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$
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17.70
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$
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11.25
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Fourth Quarter
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$
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11.85
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$
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7.60
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Year Ended December 31,
2015:
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First Quarter
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$
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9.20
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$
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5.15
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Second
Quarter
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$
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14.60
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$
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5.45
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Third Quarter
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$
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7.05
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$
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3.75
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Fourth
Quarter
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$
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6.60
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$
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3.75
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Year Ended December
31, 2016:
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First
Quarter
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$
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5.15
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$
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2.55
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Second Quarter
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$
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3.00
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$
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1.75
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Third
Quarter (through September 28, 2016)
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$
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3.65
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$
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1.78
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As of September 15, 2016, there
were approximately 96 holders of record of our common stock.
We have never declared or paid
cash dividends. We currently intend to retain and use any future earnings for
the development and expansion of our business and do not plan to pay any cash
dividends in the foreseeable future. Any future determination to pay dividends
will be at the discretion of our board of directors. In addition, any future
dividends will be subject to the consent of the holders of a majority of our
Series A Preferred Stock, as described below under Description of Capital
StockPreferred Stock.
12
DILUTION
If you acquire shares of our
common stock from Aspire Capital in this offering, your ownership interest will
be diluted to the extent of the difference between the public offering price per
share and the as adjusted net tangible book value per share after giving effect
to this offering. We calculate net tangible book value per share by dividing the
net tangible book value, which is tangible assets less total liabilities, by the
number of outstanding shares of our common stock. Dilution represents the
difference between the portion of the amount per share paid by purchasers of
shares in this offering and the as-adjusted net tangible book value per share of
our common stock immediately after giving effect to this offering. Our net
tangible book value as of June 30, 2016 was approximately $0.1 million, or $0.01
per share.
After giving effect to the sale
of 1,086,040 shares of common stock (the number of shares registered hereby
excluding the 60,000 Commitment Shares) in the aggregate amount of $2.3 million
at an assumed offering price of $2.10 per share, the last reported sale price of
our common stock on the Nasdaq Capital Market on September 9, 2016, and after
deducting estimated aggregate offering expenses payable by us, our net tangible
book value as of June 30, 2016 would have been approximately $2.3 million, or
$0.39 per share of common stock. This represents an immediate increase in the
net tangible book value of $0.38 per share to our existing stockholders and an
immediate dilution in net tangible book value of $1.71 per share to investors
participating in this offering.
The following table illustrates
this per share dilution:
Assumed offering price
per share
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$
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2.10
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Net tangible book value per share as
of June 30, 2016
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$
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0.01
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Increase per share
attributable to investors participating in this offering
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$
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0.38
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As adjusted net tangible book value per share
as of June 30, 2016, after giving effect to this offering
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0.39
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Dilution per share to
investors participating shares in this offering
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$
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1.71
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The shares sold in this offering
(including the 60,000 Commitment Shares), if any, will be sold from time to time
at various prices. An increase of $1.00 per share in the price at which the
shares are sold from the assumed offering price of $2.10 per share shown in the
table above, assuming 1,086,040 shares of common stock (the number of shares
registered hereby excluding the 60,000 Commitment Shares) are sold at that price
for an aggregate amount of approximately $3.4 million, would result in an
adjusted net tangible book value per share after the offering of $0.57 per share
and would increase the dilution in net tangible book value per share to
investors in this offering to $2.53 per share, after deducting estimated
aggregate offering expenses payable by us. A decrease of $1.00 per share in the
price at which the shares are sold from the assumed offering price of $2.10 per
share shown in the table above, assuming 1,086,040 shares of common stock are
sold at that price for an aggregate amount of approximately $1.2 million, would
result in an adjusted net tangible book value per share after the offering of
$0.20 per share and would decrease the dilution in net tangible book value per
share to investors in this offering to $0.90 per share, after deducting
estimated aggregate offering expenses payable by us. This information is
supplied for illustrative purposes only and assumes that the Company receives
proceeds equal to offering amount.
The foregoing table and
discussion is based on 4,799,906 shares of common stock outstanding as of June
30, 2016 and assumes no exercise of any outstanding options or warrants. To the
extent that options or warrants are exercised, there may be further dilution to
new investors.
13
DESCRIPTION OF CAPITAL STOCK
The following description of our
capital stock and provisions of our articles of incorporation, bylaws and the
Nevada corporations law are summaries and are qualified in their entirety by
reference to the articles of incorporation and the bylaws. We have filed copies
of these documents with the SEC as exhibits to our registration statement, of
which this prospectus forms a part. Pursuant to the Companys Articles of
Incorporation, as amended, the Companys authorized capital stock consists of
100,000,000 shares of common stock, par value of $0.001 per share, and
10,000,000 shares of preferred stock, par value $0.001 per share, to be
designated from time to time by our board.
Common Stock
We are authorized to issue up to
100,000,000 shares of common stock, par value $0.001 per share. Each outstanding
share of common stock entitles the holder thereof to one vote per share on all
matters. Our bylaws provide that elections for directors shall be by a plurality
of votes. Stockholders do not have preemptive rights to purchase shares in any
future issuance of our common stock. Upon our liquidation, dissolution or
winding up, and after payment of creditors and preferred stockholders, if any,
our assets will be divided pro-rata on a share-for-share basis among the holders
of the shares of common stock.
The holders of shares of our
common stock are entitled to dividends out of funds legally available when and
as declared by our board of directors, subject to the consent of the holders of
a majority of our Series A Preferred Stock, as described below under Preferred
Stock. Our board of directors has never declared a dividend and does not
anticipate declaring a dividend in the foreseeable future. Should we decide in
the future to pay dividends, as a holding company, our ability to do so and meet
other obligations depends upon the receipt of dividends or other payments from
our operating subsidiary and other holdings and investments. In addition, our
operating subsidiary, from time to time, may be subject to restrictions on its
ability to make distributions to us, including as a result of restrictive
covenants in loan agreements, restrictions on the conversion of local currency
into U.S. dollars or other hard currency and other regulatory restrictions.
All of the issued and outstanding
shares of our common stock are duly authorized, validly issued, fully paid and
non-assessable. To the extent that additional shares of our common stock are
issued, the relative interests of existing stockholders will be diluted.
As of September 12, 2016, there
were 4,799,955 shares of our common stock outstanding.
Preferred Stock
We are authorized to issue up to
10,000,000 shares of preferred stock, par value $0.001 per share, in one or more
classes or series within a class as may be determined by our board of directors,
who may establish, from time to time, the number of shares to be included in
each class or series, may fix the designation, powers, preferences and rights of
the shares of each such class or series and any qualifications, limitations or
restrictions thereof. Any preferred stock so issued by the board of directors
may rank senior to the common stock with respect to the payment of dividends or
amounts upon liquidation, dissolution or winding up of us, or both. Moreover,
under certain circumstances, the issuance of preferred stock or the existence of
the unissued preferred stock might tend to discourage or render more difficult a
merger or other change of control.
On July 29, 2016, the Company
filed a Certificate of Designation of Preferences, Rights and Limitations of
Non-Voting Series A Convertible Preferred Stock (the Certificate of
Designation) with the Secretary of State of the State of Nevada, designating a
new series of the Companys preferred stock, the Non-Voting Series A Convertible Preferred Stock, par value
$0.001 per share (the Series A Preferred Stock). The Certificate of
Designation authorizes the Company to issue up to 1,020,000 shares of Series A
Preferred Stock. Each share of Series A Preferred Stock has a liquidation
preference of $2.7451 per share (the Liquidation Preference).
14
Dividends on the Series A
Preferred Stock are cumulative and accrue quarterly, whether or not declared by
the board of directors, at the rate of 7.0% per annum on the sum of the
Liquidation Preference plus all unpaid accrued and unpaid dividends thereon,
whether or not declared by the board of directors. In addition, if we declare
certain dividends on our common stock, we are required to declare and pay a
dividend on the outstanding shares of Series A Preferred Stock on a pro rata
basis with the common stock, determined on an as-converted basis. In the event
of any liquidation, dissolution or winding down of the Company, each holder of
outstanding shares of Series A Preferred Stock will be entitled to be paid out
of the assets of the Company available for distribution to stockholders, before
any payment may be made to the holders of common stock, an amount equal to the
Liquidation Preference for such shares plus accrued and unpaid dividends
thereon.
Except as otherwise required by
law, 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,
we 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, including, among other actions, amending or waiving any
provision of our articles of incorporation or bylaws, repurchasing or redeeming
common stock except from employees, officers, directors, or consultants upon
termination of their employment or other relationship or in accordance with any
existing repurchase or redemption program that has been approved by our board of
directors, declaring or paying any dividend other than a dividend payable solely
in stock or other securities of the Company, or entering into any sale, license,
lease or other disposition of assets having a book value of at least $10 million
that is effected outside of the ordinary course of the business. Further, as
long as 510,000 shares of Series A Preferred Stock are outstanding, we may not
effect any event for which the Liquidation Preference would become payable.
Any holder of outstanding shares
of Series A Preferred Stock may elect, from time to time, to convert any or all
of such holders shares of Series A Preferred Stock into a number of shares of
common stock as is determined by dividing the Liquidation Preference by $2.7451
(the Conversion Price). In addition, if at any time the trading price of our
common stock (i) is greater than two times the Conversion Price before August 2,
2019 or (ii) is greater than three times the Conversion Price, we may cause a
mandatory conversion of the Series A Preferred Stock. The Conversion Price is
also subject to customary anti-dilution adjustments following stock splits,
stock combinations and similar events.
We have 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. The Series A Preferred Stock is not
redeemable upon the election of the holders of Series A Preferred Stock. Without
the consent of our board of directors, the holders of Series A Preferred Stock
may only transfer shares of Series A Preferred Stock to their affiliates or to
the Company.
As of September 12, 2016, there
were 1,020,000 shares of our Series A Preferred Stock outstanding.
Anti-Takeover Effects of Our Articles of Incorporation and
Bylaws
Our articles of incorporation and
bylaws contain certain provisions that may have anti-takeover effects, making it
more difficult for or preventing a third party from acquiring control of the
Company or changing its board of directors and management. According to our
articles of incorporation and bylaws, neither the holders of our common stock
nor the holders of any preferred stock have cumulative voting rights in the election of our directors. The lack of cumulative
voting makes it more difficult for other stockholders to replace our board of
directors or for a third party to obtain control of the Company by replacing its
board of directors.
15
Anti-Takeover Effects of Nevada Law
Business Combinations
The business combination
provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised
Statutes, or NRS, generally prohibit a Nevada corporation with at least 200
stockholders from engaging in various combination transactions with any
interested stockholder for a period of two years after the date of the
transaction in which the person became an interested stockholder, unless the
transaction is approved by the board of directors prior to the date the
interested stockholder obtained such status or the combination is approved by
the board of directors and thereafter is approved at a meeting of the
stockholders by the affirmative vote of stockholders representing at least 60%
of the outstanding voting power held by disinterested stockholders, and extends
beyond the expiration of the two-year period, unless:
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the combination was approved by the board of directors
prior to the person becoming an interested stockholder or the transaction
by which the person first became an interested stockholder was approved by
the board of directors before the person became an interested stockholder
or the combination is later approved by a majority of the voting power
held by disinterested stockholders; or
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if the consideration to be paid by the interested
stockholder is at least equal to the highest of: (a) the highest price per
share paid by the interested stockholder within the two years immediately
preceding the date of the announcement of the combination or in the
transaction in which it became an interested stockholder, whichever is
higher, (b) the market value per share of common stock on the date of
announcement of the combination and the date the interested stockholder
acquired the shares, whichever is higher, or (c) for holders of preferred
stock, the highest liquidation value of the preferred stock, if it is
higher.
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A combination is generally
defined to include mergers or consolidations or any sale, lease exchange,
mortgage, pledge, transfer, or other disposition, in one transaction or a series
of transactions, with an interested stockholder having: (a) an aggregate
market value equal to 5% or more of the aggregate market value of the assets of
the corporation, (b) an aggregate market value equal to 5% or more of the
aggregate market value of all outstanding shares of the corporation, (c) 10% or
more of the earning power or net income of the corporation, and (d) certain
other transactions with an interested stockholder or an affiliate or associate
of an interested stockholder.
In general, an interested
stockholder is a person who, together with affiliates and associates, owns (or
within two years, did own) 10% or more of a corporations voting stock. The
statute could prohibit or delay mergers or other takeover or change in control
attempts and, accordingly, may discourage attempts to acquire our Company even
though such a transaction may offer our stockholders the opportunity to sell
their stock at a price above the prevailing market price.
Our articles of incorporation
state that we have elected not to be governed by the business combination
provisions, therefore such provisions currently do not apply to us.
16
Control Share Acquisitions
The control share provisions of
Sections 78.378 to 78.3793, inclusive, of the NRS apply to issuing
corporations that are Nevada corporations with at least 200 stockholders,
including at least 100 stockholders of record who are Nevada residents, and that
conduct business directly or indirectly in Nevada. The control share statute
prohibits an acquirer, under certain circumstances, from voting its shares of a
target corporations stock after crossing certain ownership threshold
percentages, unless the acquirer obtains approval of the target corporations
disinterested stockholders. The statute specifies three thresholds: one-fifth or
more but less than one-third, one-third but less than a majority, and a majority
or more, of the outstanding voting power. Generally, once an acquirer crosses
one of the above thresholds, those shares in an offer or acquisition and
acquired within 90 days thereof become control shares and such control shares
are deprived of the right to vote until disinterested stockholders restore the
right. These provisions also provide that if control shares are accorded full
voting rights and the acquiring person has acquired a majority or more of all
voting power, all other stockholders who do not vote in favor of authorizing
voting rights to the control shares are entitled to demand payment for the fair
value of their shares in accordance with statutory procedures established for
dissenters rights.
A corporation may elect to not be
governed by, or opt out of, the control share provisions by making an election
in its articles of incorporation or bylaws, provided that the opt-out election
must be in place on the 10th day following the date an acquiring person has
acquired a controlling interest, that is, crossing any of the three thresholds
described above. We have not opted out of the control share statutes, and will
be subject to these statutes if we are an issuing corporation as defined in
such statutes.
The effect of the Nevada control
share statutes is that the acquiring person, and those acting in association
with the acquiring person, will obtain only such voting rights in the control
shares as are conferred by a resolution of the stockholders at an annual or
special meeting. The Nevada control share law, if applicable, could have the
effect of discouraging takeovers of our Company.
Transfer Agent and Registrar
Our independent stock transfer
agent is Computershare Trust Company, located at 350 Indiana Street, Golden,
Colorado 80401. Their phone number is (303) 262-0600.
SELLING SHAREHOLDER
The selling shareholder may from
time to time offer and sell any or all of the shares of our common stock set
forth below pursuant to this prospectus. When we refer to the selling
shareholder in this prospectus, we mean the entity listed in the table below,
and its respective pledgees, donees, permitted transferees, assignees,
successors and others who later come to hold any of the selling shareholders
interests in shares of our common stock other than through a public sale.
The following table sets forth,
as of the date of this prospectus, the name of the selling shareholder for whom
we are registering shares for sale to the public, the number of shares of common
stock beneficially owned by the selling shareholder prior to this offering, the
total number of shares of common stock that the selling shareholder may offer
pursuant to this prospectus and the number of shares of common stock that the
selling shareholder will beneficially own after this offering. Except as noted
below, the selling shareholder does not have, or within the past three years has
not had, any material relationship with us or any of our predecessors or
affiliates and the selling shareholder is not or was not affiliated with
registered broker-dealers.
17
Based on the information provided
to us by the selling shareholder, assuming that the selling shareholder sells
all of the shares of our common stock beneficially owned by it that have been
registered by us and does not acquire any additional shares during the offering,
the selling shareholder will not own any shares other than those appearing in
the column entitled Shares Beneficially Owned After Offering. We cannot advise
you as to whether the selling shareholder will in fact sell any or all of such
shares of common stock. In addition, the selling shareholder may have sold,
transferred or otherwise disposed of, or may sell, transfer or otherwise dispose
of, at any time and from time to time, the shares of our common stock in
transactions exempt from the registration requirements of the Securities Act
after the date on which it provided the information set forth in the table
below.
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Shares
Beneficially
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Number of
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Shares
Beneficially
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Owned Prior to Offering
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Shares Being
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Owned After
Offering(1)
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Name
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Number
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%
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Offered
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Number
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%
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Aspire Capital Fund, LLC(2)
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80,193(3)
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1.7%
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1,146,040
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20,193
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*%
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(1)
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Assumes the sale of all shares of common stock registered
pursuant to this prospectus, although the selling shareholder is under no
obligation known to us to sell any shares of common stock at this
time.
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(2)
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Aspire Capital Partners LLC (Aspire Partners) is the
Managing Member of Aspire Capital Fund LLC (Aspire Capital). SGM Holdings
Corp (SGM) is the Managing Member of Aspire Partners. Mr. Steven G. Martin
is the president and sole shareholder of SGM, as well as a principal of
Aspire Partners. Mr. Erik J. Brown is the president and sole shareholder
of Red Cedar Capital Corp (Red Cedar), which is a principal of Aspire
Partners. Mr. Christos Komissopoulos is president and sole shareholder of
Chrisko Investors Inc. (Chrisko), which is a principal of Aspire Partners.
Each of Aspire Partners, SGM, Red Cedar, Chrisko, Mr. Martin, Mr. Brown,
and Mr. Komissopoulos may be deemed to be a beneficial owner of common
stock held by Aspire Capital. Each of Aspire Partners, SGM, Red Cedar,
Chrisko, Mr. Martin, Mr. Brown, and Mr. Komissopoulos disclaims beneficial
ownership of the common stock held by Aspire Capital. Aspire Capital is
not a licensed broker dealer nor is any of its affiliate a licensed broker
dealer.
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(3)
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As of January 8, 2016, Aspire Capital beneficially owned
80,193 shares of our common stock, including 20,193 shares that Aspire
Capital purchased in the open market and 60,000 shares acquired under the
Purchase Agreement, consisting of the shares we issued to Aspire Capital
as a commitment fee. We may elect in our sole discretion to sell to Aspire
Capital up to an additional 383,354 shares under the Purchase Agreement
and included in this prospectus but Aspire Capital does not presently
beneficially own those shares as determined in accordance with the rules
of the SEC.
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PLAN OF DISTRIBUTION
The common stock offered by this
prospectus is being offered by Aspire Capital, the selling shareholder. The
common stock may be sold or distributed from time to time by the selling
shareholder directly to one or more purchasers or through brokers, dealers, or
underwriters who may act solely as agents at market prices prevailing at the
time of sale, at prices related to the prevailing market prices, at negotiated
prices, or at fixed prices, which may be changed. The sale of the common stock
offered by this prospectus may be effected in one or more of the following
methods:
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ordinary brokers transactions;
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transactions involving cross or block trades;
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through brokers, dealers, or underwriters who
may act solely as agents;
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at the market into an existing market for the common
stock;
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in other ways not involving market makers or established
business markets, including direct sales to purchasers or sales effected
through agents;
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in privately negotiated transactions; or
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any combination of the foregoing.
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In order to comply with the
securities laws of certain states, if applicable, the shares may be sold only
through registered or licensed brokers or dealers. In addition, in certain
states, the shares may not be sold unless they have been registered or qualified
for sale in the state or an exemption from the registration or qualification
requirement is available and complied with.
The selling shareholder may also
sell shares of common stock under Rule 144 promulgated under the Securities Act,
if available, rather than under this prospectus. In addition, the selling
shareholder may transfer the shares of common stock by other means not described
in this prospectus.
Brokers, dealers, underwriters,
or agents participating in the distribution of the shares as agents may receive
compensation in the form of commissions, discounts, or concessions from the
selling shareholder and/or purchasers of the common stock for whom the
broker-dealers may act as agent. Aspire Capital has informed us that each such
broker-dealer will receive commissions from Aspire Capital which will not exceed
customary brokerage commissions.
Aspire Capital is an
underwriter within the meaning of the Securities Act.
Neither we nor Aspire Capital can
presently estimate the amount of compensation that any agent will receive. We
know of no existing arrangements between Aspire Capital, any other shareholder,
broker, dealer, underwriter, or agent relating to the sale or distribution of
the shares offered by this prospectus. At the time a particular offer of shares
is made, a prospectus supplement, if required, will be distributed that will set
forth the names of any agents, underwriters, or dealers and any compensation
from the selling shareholder, and any other required information. Pursuant to a
requirement of the Financial Industry Regulatory Authority, or FINRA, the
maximum commission or discount and other compensation to be received by any
FINRA member or independent broker-dealer shall not be greater than eight
percent (8%) of the gross proceeds received by us for the sale of any securities
being registered pursuant to Rule 415 under the Securities Act.
We will pay all of the expenses
incident to the registration, offering, and sale of the shares to the public
other than commissions or discounts of underwriters, broker-dealers, or agents.
We have agreed to indemnify Aspire Capital and certain other persons against
certain liabilities in connection with the offering of shares of common stock
offered hereby, including liabilities arising under the Securities Act or, if
such indemnity is unavailable, to contribute amounts required to be paid in
respect of such liabilities. Aspire Capital has agreed to indemnify us against
liabilities under the Securities Act that may arise from certain written
information furnished to us by Aspire Capital specifically for use in this
prospectus or, if such indemnity is unavailable, to contribute amounts required
to be paid in respect of such liabilities.
Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to our directors,
officers, and controlling persons, we have been advised that in the opinion of
the SEC this indemnification is against public policy as expressed in the
Securities Act and is therefore, unenforceable.
19
Aspire Capital and its affiliates
have agreed not to engage in any direct or indirect short selling or hedging of
our common stock during the term of the Purchase Agreement.
We have advised Aspire Capital
that while it is engaged in a distribution of the shares included in this
prospectus it is required to comply with Regulation M promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation
M precludes the selling shareholder, any affiliated purchasers, and any
broker-dealer or other person who participates in the distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase any
security which is the subject of the distribution until the entire distribution
is complete. Regulation M also prohibits any bids or purchases made in order to
stabilize the price of a security in connection with the distribution of that
security. All of the foregoing may affect the marketability of the shares
offered hereby.
We may suspend the sale of shares
by Aspire Capital pursuant to this prospectus for certain periods of time for
certain reasons, including if the prospectus is required to be supplemented or
amended to include additional material information.
This offering will terminate on
the date that all shares offered by this prospectus have been sold by Aspire
Capital.
LEGAL MATTERS
Gary R. Henrie, Las Vegas,
Nevada, has passed upon the validity of the common stock offered hereby.
EXPERTS
The consolidated financial
statements as of December 31, 2015 and for the year then ended incorporated by
reference in this prospectus have been so incorporated in reliance on the report
of BDO USA, LLP, an independent registered public accounting firm (the report on
the consolidated financial statements contains an explanatory paragraph
regarding the Companys ability to continue as a going concern) incorporated
herein by reference, given on the authority of said firm as experts in auditing
and accounting.
The consolidated financial
statements of the Company for the year ended December 31, 2014 incorporated in
this prospectus by reference have been audited by Anderson Bradshaw PLLC, an
independent registered public accounting firm, and are incorporated in reliance
upon their report dated March 25, 2015 (except for the effects of the matters
described in Note 2, Note 9, Note 12, Note 14, and Note 15 of the Notes to the
Companys consolidated financial statements, as to which their report is dated
November 23, 2015), given upon such firms authority as experts in auditing and
accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the reporting
requirements of the Exchange Act and file annual, quarterly and current reports,
proxy statements and other information with the SEC. You may read and copy these
reports, proxy statements and other information at the SECs public reference
facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can
request copies of these documents by writing to the SEC and paying a fee for the
copying cost. Please call the SEC at 1-800-SEC-0330 for more information about
the operation of the public reference facilities. SEC filings are also available
at the SECs website at
www.sec.gov
.
20
This prospectus forms part of a
registration statement on Form S-1 filed by us with the SEC under the Securities
Act. As permitted by the SEC, this prospectus does not contain all the
information in the registration statement filed with the SEC. For a more
complete understanding of this offering, you should refer to the complete
registration statement, including the exhibits thereto, on Form S-1 and the
amendments thereto that may be obtained as described above. Statements contained
or incorporated by reference in this prospectus or any prospectus supplement
about the contents of any contract or other document are not necessarily
complete. If we have filed any contract or other document as an exhibit to the
registration statement or any other document incorporated by reference in the
registration statement of which this prospectus forms a part, you should read
the exhibit for a more complete understanding of the document or matter
involved. Each statement regarding a contract or other document is qualified in
its entirety by reference to the actual document.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate
by reference in this prospectus certain of the information we file with the
SEC. This means we can disclose important information to you by referring you to
another document that has been filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede information contained in this prospectus and any accompanying
prospectus supplement. We incorporate by reference the documents listed below
that we have previously filed with the SEC, except we are not incorporating by
reference any information furnished (but not filed) under Item 2.02 or Item 7.01
of any Current Report on Form 8-K and corresponding information furnished under
Item 9.01 as an exhibit thereto:
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our Annual Report on Form 10-K for the fiscal year ended
December 31, 2015, filed on March 15, 2016, including portions of our
Proxy Statement on Schedule 14A filed on April 5, 2016 to the extent
specifically incorporated by reference therein;
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our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2016 and June 30, 2016, filed on May 5, 2016 and August 11,
2016, respectively;
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our Current Reports on Form 8-K filed on January 20,
2016, February 29, 2016, May 13, 2016, June 3, 2016, June 10, 2016, June
29, 2016 (two), July 5, 2016, July 7, 2016, July 20, 2016, August 2, 2016,
August 3, 2016 and August 29, 2016 (except that any portions thereof which
are furnished and not filed shall not be deemed incorporated); and
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the description of our common stock contained in our
Registration Statement on Form 8-A filed on July 18, 2006, including any
amendments or reports filed for the purpose of updating such description.
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We also incorporate by reference
into this prospectus additional documents that we may file with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the completion
or termination of the offering of the securities described in this prospectus,
including all such documents we may file with the SEC after the date of the
initial registration statement and prior to the effectiveness of the
registration statement, but excluding any information deemed furnished and not
filed with the SEC. Any statements contained in a previously filed document
incorporated by reference into this prospectus is deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus modifies or supersedes that statement. Any
statement so modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
21
We will provide a copy of any or
all of the documents incorporated herein by reference upon written or oral
request from any person, including any beneficial owner, to whom a prospectus is
delivered. These documents will be provided to you at no cost by contacting:
Lightbridge Corporation, 11710 Plaza America Drive, Suite 2000, Reston, Virginia
20190; telephone number: (571) 730-1200. You may also access the documents
incorporated by reference in this prospectus through our website at
www.ltbridge.com
. Except for the specific incorporated documents listed
above, no information available on or through our website shall be deemed to be
incorporated in this prospectus or the registration statement of which it forms
a part.
22
1,146,040 Shares
Common Stock
, 2016
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13.
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Other Expenses of Issuance and
Distribution
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The following table sets forth
the costs and expenses payable by the Company in connection with the
registration and sale of the common stock being registered. All the amounts
shown are estimates except the SEC registration fee.
SEC registration fee
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$
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560
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Printing expense
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5,000
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Legal fees and expenses
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30,000
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Accounting fees and expenses
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5,000
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Transfer agent fees
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2,000
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Miscellaneous fees and expenses
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2,440
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Total Expenses
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$
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45,000
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Item 14.
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Indemnification of Directors and
Officers
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We are a Nevada corporation and
generally governed by the Nevada Private Corporations Code, Title 78 of the
Nevada Revised Statutes, or NRS.
Section 78.138 of the NRS
provides that, unless the corporations articles of incorporation provide
otherwise, a director or officer will not be individually liable unless it is
proven that (i) the directors or officers acts or omissions constituted a
breach of his or her fiduciary duties, and (ii) such breach involved intentional
misconduct, fraud or a knowing violation of the law.
Section 78.7502 of the NRS
permits a Nevada corporation to indemnify its directors and officers against
expenses, judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with a threatened, pending, or completed
action, suit, or proceeding, except an action by or on behalf of the
corporation, if the officer or director (i) is not liable pursuant to NRS
78.138, or (ii) acted in good faith and in a manner the officer or director
reasonably believed to be in or not opposed to the best interests of the
corporation and, if a criminal action or proceeding, had no reasonable cause to
believe the conduct of the officer or director was unlawful. Section 78.7502 of
the NRS also requires a corporation to indemnify its officers and directors if
they have been successful on the merits or otherwise in defense of any claim,
issue, or matter resulting from their service as a director or officer.
Section 78.751 of the NRS permits
a Nevada corporation to indemnify its officers and directors against expenses
incurred by them in defending a civil or criminal action, suit, or proceeding as
they are incurred and in advance of final disposition thereof, upon
determination by the stockholders, the disinterested board members, or by
independent legal counsel. Section 78.751 of NRS requires a corporation to
advance expenses as incurred upon receipt of an undertaking by or on behalf of
the officer or director to repay the amount if it is ultimately determined by a
court of competent jurisdiction that such officer or director is not entitled to
be indemnified by the corporation if so provided in the corporations articles
of incorporation, bylaws, or other agreement. Section 78.751 of the NRS further
permits the corporation to grant its directors and officers additional rights of
indemnification under its articles of incorporation, bylaws or other agreement.
Section 78.752 of the NRS
provides that a Nevada corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee or agent, or
arising out of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.
II-1
Our Articles of Incorporation and
Bylaws implement the indemnification and insurance provisions permitted by
Chapter 78 of the NRS by providing that:
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We shall indemnify our directors and officers to the
fullest extent permitted by the NRS against expense, liability and loss
reasonably incurred or suffered by them in connection with their service
as an officer or director; and
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We may purchase and maintain insurance, or make other
financial arrangements, on behalf of any person who holds or who has held
a position as a director, officer, or representative against liability,
cost, payment, or expense incurred by such person.
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At the present time, there is no
pending litigation or proceeding involving a director, officer, employee or
other agent of ours in which indemnification would be required or permitted. We
are not aware of any threatened litigation or proceeding which may result in a
claim for such indemnification.
Item 15.
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Recent Sales of Unregistered Securities
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Option Agreement
On August 10, 2016, the Company
entered into an Option Agreement with Aspire Capital Fund, LLC, or Aspire
Capital, pursuant to which Aspire Capital granted the Company the right at any
time or times prior to December 31, 2019 to require Aspire Capital to enter into
up to two common stock purchase agreements, each having a term of up to 36
months and collectively requiring Aspire Capital to purchase up to $20 million
in the aggregate of the Companys common stock (or such lesser amount as the
Company may determine) on an ongoing basis when required by the Company. The
Company issued warrants to purchase 500,000 shares of its common stock to Aspire
Capital, in lieu of commitment shares, as consideration for Aspire Capital
entering into the Option Agreement.
The issuance of the warrants
under the Option Agreement and the shares of common stock underlying the
warrants is exempt from registration under the Securities Act of 1933, as
amended (the Securities Act), pursuant to the exemption for transactions by an
issuer not involving any public offering under Section 4(a)(2) of the Securities
Act.
Issuance of Preferred Stock
On August 2, 2016, the Company
sold 1,020,000 shares of its newly created Non-Voting Series A Convertible
Preferred Stock (the Series A Preferred Stock) to General International
Holdings, Inc. (GIH) for approximately $2.8 million, or approximately $2.75
per share, pursuant to a securities purchase agreement dated June 28, 2016. The
Series A Preferred Stock is non-voting and is convertible at the option of the
holder into shares of the Companys common stock initially on a one-for-one
basis. Dividends accrue on the Series A Preferred Stock at the rate of 7% per
year and will be paid in-kind. The Company expects to use the proceeds from
offering for general corporate purposes, including but not limited to research
and development.
The issuance of the Series A
Preferred Stock and the shares of common stock underlying the Series A Preferred
Stock is exempt from registration under the Securities Act, pursuant to the
exemption for transactions by an issuer not involving any public offering under
Section 4(a)(2) of the Securities Act.
II-2
Aspire Capital Transaction
On September 4, 2015, the Company
entered into a Common Stock Purchase Agreement, or the Purchase Agreement, with
Aspire Capital, which provides that, upon the terms and subject to the
conditions and limitations set forth therein, Aspire Capital is committed to
purchase up to an aggregate of $10.0 million of shares of the Companys common
stock (the Purchase Shares) over the 24-month term of the Purchase
Agreement.
Upon execution of the Purchase
Agreement, the Company issued 60,000 shares of its common stock to Aspire
Capital in consideration for entering into the Purchase Agreement. The Purchase
Shares may be sold by the Company to Aspire Capital on any business day the
Company selects in two ways: (1) through a regular purchase of up to 100,000
shares at a known price based on the market price of our common stock prior to
the time of each sale, and (2) through a VWAP purchase of a number of shares up
to 30% of the volume traded on the purchase date at a price equal to the lessor
of the closing sale price or 95% of the volume weighted average price for such
purchase date.
The issuance of the 60,000
Commitment Shares and all other shares of common stock that may be issued from
time to time to Aspire Capital under the Purchase Agreement is exempt from
registration under the Securities Act, pursuant to the exemption for
transactions by an issuer not involving any public offering under Section
4(a)(2) of the Securities Act.
Item 16.
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Exhibits and Financial Statement
Schedules
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The list of exhibits in the
Exhibit Index to this registration statement is incorporated herein by
reference.
Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(a) The undersigned registrant hereby
undertakes:
(1) To file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table in the
effective registration statement; and
II-3
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of this offering.
(4) That, for the purpose of
determining liability under the Securities Act to any purchaser: each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness; provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
(5) That, for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was
declared effective.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-4
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Reston, Commonwealth of Virginia, on September 29,
2016.
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Lightbridge Corporation
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By:
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/s/
Seth Grae
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Seth Grae
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President and Chief Executive Officer
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Pursuant to the requirements of
the Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Seth Grae
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President, Chief Executive Officer and
Director
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Seth Grae
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(Principal Executive Officer)
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September 29, 2016
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/s/ Linda
Zwobota
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Chief Financial Officer
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September 29, 2016
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Linda Zwobota
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(Principal Financial and Accounting Officer)
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*
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Chairman and Director
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September 29, 2016
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Thomas Graham, Jr.
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Xingping Hou
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Co-Chairman and Director
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*
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Director
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September 29, 2016
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Victor E. Alessi
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*
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Director
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September 29, 2016
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Kathleen Kennedy Townsend
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*
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Director
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September 29, 2016
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Daniel B. Magraw
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*By:
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/s/
Seth Grae
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Seth Grae
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Attorney-in-Fact
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II-5
EXHIBIT INDEX
Exhibit No.
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Description
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3.1
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Articles of Incorporation of the Company, as amended
through September 21, 2009 (incorporated by reference to Exhibit 3.1 to
the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2015 filed on March 15, 2016).
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3.2
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Certificate of Change (incorporated by reference to
Exhibit 3.1 to the Companys Current Report on Form 8-K filed on July 20,
2016).
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3.3
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Certificate of Designation of Non-Voting Series A
Convertible Preferred Stock of the Company (incorporated by reference to
Exhibit 3.1 to the Companys Current Report on Form 8-K filed on August 3,
2016).
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3.4
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Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.1 to the Companys Current Report on Form
8-K filed on August 29, 2016).
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4.1
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Registration Rights Agreement, dated September 4, 2015,
between the Company and Aspire Capital Fund, LLC (incorporated by
reference to Exhibit 4.1 the Companys Current Report on Form 8-K filed on
September 8, 2015).
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4.2
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Form of Common Stock Purchase Warrant (incorporated by
reference to Exhibit 4.1 to the current report on Form 8-K filed by the
Company on July 23, 2010).
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4.3
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Form of Common Stock Purchase Warrant (incorporated by
reference to Exhibit 4.1 to the current report on Form 8-K filed by the
Company on October 22, 2013).
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4.4
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Form of Common Stock Purchase Warrant, as revised June
30, 2016 (incorporated by reference to Exhibit 4.1 to the Companys
Form 8-K filed on July 7, 2016).
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4.5
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Form of Pre-Funded Warrant (incorporated by reference to
Exhibit 4.1 to the Companys Form 8-K filed on June 29, 2016).
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4.6
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Form of Commitment Warrant (incorporated by reference to
Exhibit 4.3 to the Companys Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2016 filed on August 11, 2016).
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4.7
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Specimen Certificate for the Companys Common Stock
(incorporated by reference to Exhibit 4.1 to the Companys registration
statement on Form S-3 filed on April 1, 2013, File No. 333-187659).
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5.1**
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Opinion of Gary R. Henrie, Esq.
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10.1
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Common Stock Purchase Agreement, dated September 4, 2015,
between the Company and Aspire Capital Fund, LLC (incorporated by
reference to the Companys Current Report on Form 8-K filed on September
8, 2015).
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10.2
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At-the-Market Issuance Sales Agreement, dated June 11,
2015, by and between Lightbridge Corporation and MLV & Co. LLC
(incorporated by reference to Exhibit 1.2 to the Companys registration
statement on Form S-3 filed on June 11, 2015, File No. 333- 204889).
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10.3
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Securities Purchase Agreement, dated June 28, 2016,
between the Company and Aspire Capital Fund, LLC (incorporated by
reference to Exhibit 10.1 to the Companys Form 8-K filed on June 29,
2016).
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10.4
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Securities Purchase Agreement, dated June 28, 2016,
between the Company and General International Holdings, Inc. (incorporated
by reference to Exhibit 10.1 to the Companys Form 8-K filed on June 29,
2016).
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II-6
Exhibit No.
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Description
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10.5
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Option Agreement, dated August 10, 2016, between the
Company and Aspire Capital Fund, LLC (incorporated by reference to Exhibit
10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2016 filed on August 11, 2016).
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10.6
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2006 Stock Plan (incorporated by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K filed on February 21,
2006).
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10.7
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Lightbridge Corporation 2015 Equity Incentive Plan, as
amended (incorporated by reference to Appendix A to the Companys
Definitive Proxy Statement filed on April 4, 2016).
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10.8
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Employment Agreement, dated as of February 14, 2006,
between the Company and Seth Grae (incorporated by reference to Exhibit
10.2 to the Companys Current Report on Form 8-K filed on February 21,
2006).
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10.9
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Restricted Stock Grant Agreement, dated July 14, 2009,
between Seth Grae and the Company (incorporated by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K, filed on July 20, 2009).
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10.10
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Stock Option Agreement, dated July 14, 2009, between Seth
Grae and the Company (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K, filed on July 20, 2009).
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10.11
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Employment Agreement, dated July 27, 2006, between the
Company and Andrey Mushakov (incorporated by reference to Exhibit 10.1 of
the Companys Current Report on Form 8-K filed on August 4, 2006).
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10.12
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Independent Director Contract, dated August 21, 2006,
between the Company and Victor Alessi (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August
25, 2006).
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10.13
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Independent Director Contract, dated October 10, 2013,
between the Company and Kathleen Kennedy Townsend (incorporated by
reference to Exhibit 10.5 to the Companys Annual Report on Form 10-K for
the fiscal year ended December 31, 2013 filed on March 27, 2014).
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10.14
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Independent Director Contract, dated October 23, 2006,
between the Company and Daniel B. Magraw (incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8- K, filed on
October 23, 2006).
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10.15#
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Agreement No. EDC10017, dated January 1, 2010, between
Emirates Nuclear Energy Corporation and the Company (incorporated by
reference to Exhibit 10.13 to the Companys Annual Report on Form 10-K/A
for the fiscal year ended December 31, 2014 filed on November 23, 2015).
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10.16
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Change Order No. 4 to Agreement No. EDC10017
(incorporated by reference to Exhibit 10.14 to the Companys Annual Report
on Form 10-K/A for the fiscal year ended December 31, 2014 filed on
November 23, 2015).
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10.17
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Change Order No. 5 to Agreement No. EDC10017
(incorporated by reference to Exhibit 10.15 to the Companys Annual Report
on Form 10-K/A for the fiscal year ended December 31, 2014 filed on
November 23, 2015).
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10.18
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Change Order No. 6 to Agreement No. EDC10017
(incorporated by reference to Exhibit 10.16 to the Companys Annual Report
on Form 10-K/A for the fiscal year ended December 31, 2014 filed on
November 23, 2015).
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10.19
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Change Order No. 7 to Agreement No. EDC10017
(incorporated by reference to Exhibit 10.17 to the Companys Annual Report
on Form 10-K/A for the fiscal year ended December 31, 2014 filed on
November 23, 2015).
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II-7
Exhibit No.
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Description
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10.20#
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Consultancy Services Agreement, dated November 1, 2013,
between Emirates Nuclear Energy Corporation and the Company (incorporated
by reference to Exhibit 10.18 to the Companys Annual Report on Form
10-K/A for the fiscal year ended December 31, 2014 filed on November 23,
2015).
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10.21#
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Change Order No. 1 to Consultancy Services Agreement
(incorporated by reference to Exhibit 10.19 to the Companys Annual Report
on Form 10-K/A for the fiscal year ended December 31, 2014 filed on
November 23, 2015).
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10.22
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Change Order No. 2 to Consultancy Services Agreement
(incorporated by reference to Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q/A for the quarterly period ended March 31, 2015 filed
on November 23, 2015).
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10.23#
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Consultancy Agreement, dated July 15, 2012, between the
Federal Authority for Nuclear Regulation (UAE) and the Company
(incorporated by reference to Exhibit 10.20 to the Companys Annual Report
on Form 10-K/A for the fiscal year ended December 31, 2014 filed on
November 23, 2015).
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10.24#
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Amendment No. 1 to Consultancy Agreement, dated January
1, 2013, between the Federal Authority for Nuclear Regulation (UAE) and
the Company (incorporated by reference to Exhibit 10.21 to the Companys
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2014
filed on November 23, 2015).
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10.25#
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Amendment No. 2 to Consultancy Agreement, dated January
1, 2014, between the Federal Authority for Nuclear Regulation (UAE) and
the Company (incorporated by reference to Exhibit 10.22 to the Companys
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2014
filed on November 23, 2015).
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10.26#
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Amendment No. 3 to Consultancy Agreement, dated November
10, 2014, between the Federal Authority for Nuclear Regulation (UAE) and
the Company (incorporated by reference to Exhibit 10.23 to the Companys
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2014
filed on November 23, 2015).
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10.27#
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Consultancy Agreement, dated June 1, 2014, among the
Federal Authority for Nuclear Regulation (UAE), Lloyds Register EMEA and
the Company (incorporated by reference to Exhibit 10.24 to the Companys
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2014
filed on November 23, 2015).
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10.28#
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Relationship Deed, dated June 22, 2014, between Lloyds
Register EMEA and the Company (incorporated by reference to Exhibit 10.25
to the Companys Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2014 filed on November 23, 2015).
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10.29
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Strategic Alliance Agreement, dated August 16, 2012,
between Lloyds Register EMEA and the Company (incorporated by reference
to Exhibit 10.26 to the Companys Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2014 filed on November 23, 2015).
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10.30#
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Subcontracted Services Agreement Order Form, dated
October 12, 2013, between Lloyds Register Asia and the Company
(incorporated by reference to Exhibit 10.27 to the Companys Annual Report
on Form 10-K/A for the fiscal year ended December 31, 2014 filed on
November 23, 2015).
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21.1
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List of Subsidiaries (incorporated by reference to
Exhibit 21.1 to the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2015 filed on March 15, 2016).
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23.1**
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Consent of Gary R. Henrie, Esq. (included in Exhibit
5.1).
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23.2*
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Consent of BDO USA, LLP
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II-8
Exhibit No.
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Description
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23.3*
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Consent of Anderson Bradshaw
PLLC.
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24**
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Power of Attorney.
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*
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Previously filed with Post-Effective Amendment No. 1 to Form S-1 filed on September 16, 2016.
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**
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Previously filed with the Form S-1 filed on October 19,
2015.
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#
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Confidential treatment was granted for certain portions
of this exhibit pursuant to an application for confidential treatment
filed with the Securities and Exchange Commission on November 23, 2015.
Such portions have been filed separately with the Commission.
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II-9
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