8-K/A: Current report
Published on July 23, 2010
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
(Amendment
No. 1)
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)
|
Nevada
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000-28535
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91-1975651
|
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(State
or other jurisdiction of incorporation)
|
(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:
|
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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Explanatory
Note
On July
23, 2010, Lightbridge Corporation (the “Company”) filed a Current Report on Form
8-K (the “Original Form 8-K”) to report on the issuance and sale of 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 pursuant to the Company’s shelf
registration statement on Form S-3, as amended (File No. 333-162671), which
became effective on November 24, 2009. This amendment is being filed
solely to amend the Original Form 8-K to include a corrected Exhibit 5.1 and to
include Exhibits 23.1 and 23.2 hereto. Except as otherwise noted, the
Original Form 8-K is unaltered hereby.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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|
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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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|
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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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23.1
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Consent
of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit
5.1)
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23.2
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Consent
of Gary R. Henrie, Esq. (included in Exhibit 5.2)
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99.1*
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Press
Release dated July 23, 2010
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*
Previously filed.
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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|||
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Date: July
23, 2010
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||
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By:
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/s/ Seth Grae | ||
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Name: Seth
Grae
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|||
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Title: Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
|
Description
|
|
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1.1*
|
Placement
Agency Agreement, dated as of July 22, 2010, by and among the Company and
William Blair & Company, L.L.C.
|
|
|
4.1*
|
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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|
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5.2*
|
Opinion
of Gary R. Henrie, Esq.
|
|
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10.1*
|
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
|
|
|
23.1
|
Consent
of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit
5.1)
|
|
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23.2
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Consent
of Gary R. Henrie, Esq. (included in Exhibit 5.2)
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99.1*
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Press
Release dated July 23, 2010
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*
Previously filed.