UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINTON~~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): ~~May~~June 125, 2025

LIGHTBRIDGE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	001-34487	91-1975651
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

11710 Plaza America Drive, Suite 2000

Reston, VA 20190

(Address of principal executive offices, including zip code)

(571) 730-1200

(Registrant’s Telephone Number, Including Area Code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:		Trading Symbol(s):		Name of Each Exchange on Which Registered:
Common Stock, $0.001 par value		LTBR		The Nasdaq ~~Stock~~Capital Market ~~LLC~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition.~~Agreement

On ~~May~~June 125, 2025, Lightbridge Corporation ~~issued~~(the a“Company”) ~~press~~entered ~~release~~into ~~relating~~an toOpen ~~its~~Market ~~results~~Sale ~~for~~AgreementSM (the ~~quarter~~“Sales ~~ended~~Agreement”) ~~March~~with 31Jefferies LLC (the “Agent”) pursuant to which the Company may issue and sell from time to time up to $75,000,000 ~~2025~~of shares of its common stock, par value $0.001 Aper ~~copy~~share (the “Common Stock”), through the Agent as the Company’s sales agent. Sales of the ~~press~~Company’s ~~release~~Common Stock through the Agent, if any, will be made by any method that is ~~furnished~~deemed ~~herewith~~to be an “at-the-market” equity offering as ~~Exhibit~~defined 99in Rule 415 promulgated under the Securities Act of 1933, as amended, pursuant to the Company’s effective shelf registration statement on Form S-3 (File No.1. 333-287563) filed on May 23, 2025 with the Securities and Exchange Commission (“SEC”) and declared effective on June 4, 2025 (the “Registration Statement”), the base prospectus filed as part of such registration statement and the prospectus supplement dated June 5, 2025 (the “Prospectus Supplement”).

~~The~~Each ~~information~~time inthe ~~this~~Company ~~Current~~wishes ~~Report~~to onissue ~~Form~~and ~~8-K~~sell Common Stock under ~~Item~~the ~~2.02~~Sales Agreement, ~~including~~the Company will provide an issuance notice to the ~~accompanying~~Agent ~~press~~containing ~~release~~the parameters in accordance with which shares are to be sold, ~~shall~~including, but not limited to, the number of shares to be ~~deemed~~issued ~~“filed”~~and ~~for~~the ~~purposes~~dates ofon ~~Section~~which 18such ofsales are requested to be made, subject to the ~~Securities~~terms ~~Exchange~~and ~~Act~~conditions of ~~1934~~the Sales Agreement. The Agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Common Stock from time to time, asbased ~~amended~~upon the Company’s instructions, ~~nor~~including ~~shall~~any itprice, betime ~~deemed~~or ~~incorporated~~size bylimits ~~reference~~the inCompany may impose pursuant to and subject to the terms and conditions of the Sales Agreement. The Company is not obligated to make any ~~filing~~sales of Common Stock under the ~~Securities~~Sales ~~Act~~Agreement and may terminate the Sales Agreement at any time upon written notice. The Company will pay the Agent a commission of ~~1933,~~3.0% asof ~~amended,~~the ~~except~~gross asproceeds ~~shall~~of beeach ~~expressly~~sale. ~~set~~The ~~forth~~Company byhas ~~reference~~provided tothe ~~such~~Agent ~~filing~~with customary indemnification rights.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is incorporated by reference as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated in this Item 91.01 ~~Financial~~by ~~Statements~~reference. ~~and~~A ~~Exhibits~~copy of the opinion of Gary R. Henrie relating to the legality of the shares of Common Stock that may be issued pursuant to the Sales Agreement is attached as Exhibit 5.1 to this Current Report on Form 8-K.

~~(d)~~This ~~Exhibits~~Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any offer, solicitation, or sale of shares of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Exhibit No.		Description
99.1		Press Release dated May 12, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Item 9.01 Financial Statements and Exhibits

2(d) Exhibits

SIGNATURES

Exhibit No.		Description
1.1		Open Market Sale Agreement^SM, dated June 5, 2025, by and between Lightbridge Corporation and Jefferies LLC
5.1		Opinion of Gary R. Henrie, Esq.
23.1		Consent of Gary R. Henrie, Esq. (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~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.~~ 2

	LIGHTBRIDGE CORPORATION
Dated: May 12, 2025	By:	/s/ Seth Grae
	Name:	Seth Grae
	Title:	President and Chief Executive Officer

SIGNATURES

3Pursuant 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.

	LIGHTBRIDGE CORPORATION

Dated: June 5, 2025	By:	/s/ Seth Grae
	Name:	Seth Grae
	Title:	President and Chief Executive Officer

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