UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 22, 2010
LIGHTBRIDGE
CORPORATION
(Exact
name of registrant as specified in its charter)
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Nevada
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000-28535
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91-1975651
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1600
Tysons Boulevard, Suite 550, McLean, VA 22102
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: 571.730.1200
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On July
22, 2010, Lightbridge Corporation (the “Company”) entered into a placement
agency agreement (the “Agency Agreement”) with William Blair & Company,
L.L.C. (the “Placement Agent”), pursuant to which the Placement Agent agreed to
use its reasonable efforts to arrange for the sale of up to 2,069,992 shares of
the Company’s common stock and warrants to purchase up to 1,034,996 shares of
the Company’s common stock in a registered direct public offering (the
“Offering”). The Placement Agent will be entitled to a cash fee of 6%
of the gross proceeds paid to the Company for the securities the Company sells
in this Offering. The Company will also reimburse the Placement Agent
for all reasonable and documented out-of-pocket expenses that have been incurred
by the Placement Agent in connection with the Offering, which shall not exceed
the lesser of (i) $150,000 or (ii) 8% of the gross proceeds of the Offering,
less the Placement Agent’s placement fee.
The
Agency Agreement contains customary representations, warranties and covenants by
the Company. It also provides for customary indemnification by the
Company and the Placement Agent for losses or damages arising out of or in
connection with the sale of the securities being offered. The Company
has agreed to indemnify the Placement Agent against liabilities under the
Securities Act of 1933, as amended. The Company has also agreed to
contribute to payments the Placement Agent may be required to make in respect of
such liabilities.
Also on
July 22, 2010, the Company and certain institutional investors entered into
subscription agreements (the “Subscription Agreements”) in connection with the
Offering, pursuant to which the Company agreed to sell an aggregate of 2,069,992
shares of its common stock and warrants to purchase a total of 1,034,996 shares
of its common stock to such investors for aggregate gross proceeds, before
deducting fees to the Placement Agent and other estimated offering expenses
payable by the Company, of approximately $13.7 million. The common
stock and warrants were sold in fixed combinations, with each combination
consisting of one share of common stock and a warrant to purchase 0.5 shares of
common stock. The purchase price is $6.60 per fixed
combination. The warrants will become exercisable six months and one
day following the closing date of the Offering and will remain exercisable for
seven years from the date of issuance at an exercise price of $9.00 per
share. The exercise price of the warrants is subject to adjustment in
the case of stock splits, stock dividends, combinations of shares and similar
recapitalization transactions.
The
exercisability of some of the warrants may be limited if, upon exercise, the
holder or any of its affiliates would beneficially own more than 4.99% of the
Company’s common stock. This limit may be increased to up to 9.99%
upon no fewer than 60 days’ notice.
Under
the Placement Agreement, the Company and each of its executive officers and
directors have agreed with the Placement Agent that, subject to certain
exceptions, it or he
will not, within the 60 trading days following the closing of the
Offering (which period may be extended in certain circumstances), enter into any
agreement to issue or announce the issuance or proposed issuance of any
securities.
The
Company has also agreed to indemnify each of the purchasers against certain
losses resulting from its breach of any of its representations, warranties, or
covenants under agreements with each of the purchasers, as well as under certain
other circumstances described in the Purchase Agreement.
The net
proceeds to the Company from the Offering, after deducting placement agent fees
and the estimated offering expenses borne by the Company, and excluding the
proceeds, if any, from the exercise of the warrants issued in the Offering, are
expected to be approximately $12.8 million. The Offering will close
on or before July 28, 2010. After giving effect to the Offering, but
without giving effect to the exercise of the warrants being offered, the Company
will have 12,419,967 shares of common stock outstanding.
The
Offering was effected as a takedown off the Company’s shelf registration
statement on Form S-3 (File No. 333-162671), which became effective on November
24, 2009 pursuant to a prospectus supplement to be filed with the Securities and
Exchange Commission.
The
foregoing summaries of the terms of the Agency Agreement, the form of warrant to
be issued to the purchasers and the Purchase Agreement are subject to, and
qualified in their entirety by, such documents attached hereto as Exhibits 1.1,
4.1, and 10.1 respectively, which are incorporated herein by
reference.
Item
8.01 Other Events.
On July
23, 2010, the Company issued a press release announcing the pricing of the
Offering. A copy of the press release is attached as Exhibit 99.1
hereto and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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1.1
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Placement
Agency Agreement, dated as of July 22, 2010, by and among the Company and
William Blair & Company, L.L.C.
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4.1
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Form
of Common Stock Purchase Warrant
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5.1
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Opinion of Pillsbury Winthrop Shaw Pittman
LLP
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5.2
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Opinion of Gary R. Henrie,
Esq.
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10.1
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Form
of Subscription Agreement, dated as of July 22, 2010, by and between the
Company and each of the purchasers identified on the signature pages
thereto
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99.1
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Press
Release dated July 23, 2010
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Forward-Looking
Statements
Certain
statements in this Report are forward-looking statements that involve a number
of risks and uncertainties. Such forward-looking statements include
statements about the public offering of common stock described
herein. For such statements, the Company claims the protection of the
Private Securities Litigation Reform Act of 1995. Actual events or
results may differ materially from the Company’s
expectations. Factors that could cause actual results to differ
materially from those stated or implied by the Company’s forward-looking
statements are disclosed in its filings with the Commission. These
forward-looking statements represent the Company’s judgment as of the time of
this report. The Company disclaims any intent or obligation to update
these forward-looking statements, other than as may be required under applicable
law.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LIGHTBRIDGE
CORPORATION
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Date: July
23, 2010
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By: /s/ Seth Grae
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Name: Seth
Grae
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Title: Chief
Executive Officer
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