Lightbridge Corp美股招股说明书(2025-09-26版)

Lightbridge CorporationCommon Stock We have entered into an Open Market Sale AgreementSM(the “Sales Agreement”) with Jefferies LLC (the “Agent”), date2025, relating to the sale of shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In awith the terms of the Sales Agreement, under this prospectus supplement and accompanying prospectus we may offer and sell shacommon stock, $0.001 par value per share, having an aggregate offering price of up to $75,000,000 from time to time through the Ageas agent. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by anpermitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “SecuriThe Agent is not required to sell any specific amount, but will act as our sales agent using commercially reasonable efforts consistennormal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Agent will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold. In connectiosale of the common stock on our behalf, the Agent will be deemed to be an “underwriter” within the meaning of the Securities Acompensation of the Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnificcontribution to the Agent with respect to certain liabilities, including liabilities under the Securities Act. Our common stock is listed on the Nasdaq Capital Market under the symbol “LTBR”. On September 25, 2025, the last repprice of our common stock on the Nasdaq Capital Market was $19.44 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on page S-3 of this prospectus supplempage 1 of the accompanying prospectus and the risks and uncertainties described in the documents we file with the SecurExchange Commission that are incorporated in this prospectus supplement by reference for certain risks and uncertainties ran investment in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedsecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any repreto the contrary is a criminal offense. Jefferies This prospectus supplement is dated September 26, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to the offering of our common stock. Before buying acommon stock that we are offering, you should carefully read this prospectus supplement, the accompanying prospectus, the informdocuments incorporated herein by reference and the additional information under the heading “Where You Can Find Additional Infand “Incorporation of Certain Information by Reference.” These documents contain important information that you should consimaking your investment decision. This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 (File No. 333that we filed with the Securities and Exchange Commission (the “SEC”) and that was declared effective by the SEC on June 4, 2025. Ushelf registration process, we may, from time to time, offer common stock, preferred stock, depositary shares, debt securities, warrantscontracts and units, of which this offering is a part. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of command also adds, updates and changes information contained in the accompanying prospectus and the documents incorporated herein byThe second part is the accompanying prospectus, which provides more general information about our common stock and other securitinot pertain to this offering of common stock. If information in this prospectus supplement is inconsistent with the accompanying pyou should rely on this prospectus supplement. To the extent there is a conflict between the information contained in this psupplement, on the one hand, and the information contained in any document incorporated by reference in this prospectus supplemeother hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsiststatement in another document having a later date-for example, a document incorporated by reference into this prospectus supplstatement in the document having the later date modifies or supersedes the earlier statement. References in this prospectus supplement to “Lightbridge,” “we,” “us,” “our,” “our Company,” or “the Company” mean LCorporation, a Nevada corporation, and its consolidated subsidiaries, unless we state otherwise or the context indicates otherwise. CAUTIONARY NOTE REGARDINGFORWARD-LOOKING STATEMENTS This prospectus supplement and the accompanying