Joint Venture Operating Agreement – Framatome

On January 24, 2018, we formed a joint venture with Framatome, named Enfission, LLC, a Delaware limited liability company (“Enfission”). On January 25, 2018, we entered into an Operating Agreement for Enfission. Enfission will serve as an exclusive vehicle to develop, license and sell nuclear fuel assemblies based on Company-designed metallic fuel technology and other advanced nuclear fuel intellectual property licensed to Enfission by the Company and Framatome or their affiliates. The joint venture builds on the joint fuel development and regulatory licensing work under previously signed agreements initiated in March 2016. The Company owns 50% of Enfission’s Class A voting membership units and Framatome owns the other 50%.

Equity Transactions

ATM Prospectus Supplement Filings and Transactions

On January 24, 2018, the Company filed an additional prospectus supplement to register an additional approximate $5.9 million under the New ATM agreement with B. Riley FBR, Inc. We have raised an approximate $5.9 million under this $5.9 million prospectus supplement in 2018.

On January 26, 2018, the Company filed an additional prospectus supplement to register an additional approximate $6.6 million under the New ATM agreement. We have raised an approximate $6.6 million under this prospectus supplement in 2018.

On February 7, 2018, the Company filed an additional prospectus supplement to register an additional approximate $5.9 million under the New ATM agreement. We have raised an approximate $5.9 million under this prospectus supplement in 2018.

On March 2, 2018 the Company filed an additional prospectus supplement to register an additional approximate $4.2 million under the New ATM agreement. As of the date of this 10-K, we have raised an approximate $2 million under this prospectus supplement in 2018.

Convertible Preferred Stock – Series B Offering

On January 30, 2018, we closed on our offering of approximate $4 million of our Convertible Series B Preferred Stock. We issued 2,666,667 shares of the Company’s newly created Non-Voting Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and associated warrants to purchase up to 666,664 shares of the Company’s common stock to the several purchasers for approximately $4.0 million or approximately $1.50 per share of Series B Preferred Stock and associated warrant. Dividends accrue on the Series B Preferred Stock at the rate of 7% per year and will be paid in-kind. The Warrants have a per share of common stock exercise price of $1.875, which is subject to adjustment in the event of certain stock dividends and distributions, stock splits, recapitalizations, stock combinations, reclassifications or similar events affecting the Company’s common stock. The Warrants are exercisable upon issuance and will expire six months after issuance. On February 6, 2017 the Company entered into a consulting agreement with the consulting firm who introduced the Company to these investors. The consulting agreement calls for monthly retainer payments of $15,000, which are credited against any transaction introductory fee earned by the consultant. This agreement calls for a seven percent transaction introductory fee and warrants equal to 5 percent of the total transaction amount, at a strike price equal to the offering price for a three-year term.

The Company filed a Certificate of Designation of Preferences, Rights and Limitations of Non-Voting Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of the State of Nevada. Pursuant to the Series B Certificate of Designation, the Company’s Board of Directors designated a new series of the Company’s preferred stock, the Non-Voting Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). The Series B Certificate of Designation authorized the Company to issue 2,666,667 shares of Series B Preferred Stock. Each share of Series B Preferred Stock has a liquidation preference of $1.50 per share. The holders of the Series B Preferred Stock have no voting rights. In addition, as long as the shares of Series A Preferred Stock are outstanding, the Company may not take certain actions without first having obtained the affirmative vote or waiver of the holders of a majority of the outstanding shares of Series B Preferred Stock. The Company has the option at any time after August 2, 2019 to redeem some or all of the outstanding Series B Preferred Stock for an amount in cash equal to the liquidation preference plus the amount of any accrued but unpaid dividends of the Series B Preferred Stock being redeemed. The holders of the Series B Preferred Stock do not have the ability to require the Company to redeem the Series B Preferred Stock.

Expiration of Equity Line Agreement and Equity Line Option Agreement

From January 1, 2018 to January 8, 2018, the Company received additional gross proceeds of approximately $0.7 million under the Aspire Equity line agreement from the sale of approximately 0.6 million shares of its common stock.

On January 8, 2018, our common stock purchase agreement for the Equity Line with Aspire Capital terminated. Under the terms and conditions of Series B Convertible Preferred Stock Offering, mentioned above, the Company can no longer execute on the Aspire Option agreement and therefore it cannot enter into any new Equity Line agreements under this option agreement in the future (Note 10). The deferred financing cost asset balance of approximately $1.0 million at December 31, 2017 was expensed to financing costs in January 2018. The 500,000 warrants issued to Aspire Capital to obtain this Aspire Option Agreement were exercised in January 2018.

Long-Term Non-Qualified Performance-Based and Market-Based Option Grants vest on January 25, 2018

On October 26, 2017 the Compensation Committee of the Board granted performance-based and market-based long-term non-qualified stock options relating to approximately 1.3 million shares to employees, consultants and directors of the Company. These performance-based and market-based stock options vest only upon the applicable performance conditions being satisfied by certain milestone dates, based on either a graded vesting schedule for each milestone or an accelerated vesting schedule. Accelerated vesting occurred on January 25, 2018 when the Company’s stock price closed above $3 per share and therefore met the market-based milestone for 100% vesting of these option grants, as set forth in these stock option agreements (see Note 10 - Long-Term Non-Qualified Option Grants).

Filing of New $75 Million Shelf Registration Statement

On March 15, 2018, the Company expects to file a new shelf registration statement on Form S-3, registering the sale of up to $75 million of the Company’s securities. Due to limitations under the rules of Form S-3, the Company was limited in 2017 and 2016 in selling up to one-third of the aggregate market value of the common equity held by non-affiliates in primary offerings under its prior effective shelf registration statement on Form S-3, including any sales made pursuant to the MLV ATM or the New ATM offering.