UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): September 26, 2025

Date of Report (Date of earliest event reported): August 28, 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.)

Nevada		001-34487		91-1975651
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

11710 Plaza America Drive, Suite 2000

~~11710 Plaza America Drive, Suite 2000~~ Reston, VA 20190 ~~(Address of principal executive offices, including zip code)~~

(Address of principal executive offices, including zip code)

(571) 730-1200

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~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))

☐ 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
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐

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).

~~Item~~Emerging ~~5.02~~growth ~~Departure~~company ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~☐

~~(e)~~If Onan ~~August~~emerging ~~28,~~growth ~~2025~~company, ~~the~~indicate ~~Board~~by ofcheck ~~Directors~~mark ~~(the~~if ~~“Board”) of Lightbridge Corporation (~~the ~~“Company”),~~registrant ~~pursuant~~has toelected ~~the~~not ~~recommendation of the Compensation Committee of the Board, approved the grant of restricted shares of the Company’s common stock (the “RSA Grants”)~~ to ~~certain~~use ~~executive officers, employees and consultants of~~ the ~~Company~~extended astransition ~~well~~period asfor ~~members~~complying ofwith ~~the~~any ~~Board~~new ~~under~~or ~~the~~revised ~~Company’s~~financial ~~2020~~accounting ~~Omnibus~~standards ~~Incentive~~provided ~~Plan.~~pursuant ~~On August 28, 2025, the Board also approved the form of Performance-Based Restricted Stock Agreement~~ to beSection ~~entered into in connection with the RSA Grants,~~ 13(a) ~~copy~~ of ~~which~~the isExchange ~~attached hereto as Exhibit 10~~Act.1. ☐

~~The~~Item ~~RSA~~8.01 ~~Grants~~Other ~~are subject to vesting as follows:~~Events.

	·	Twenty-five percent (25%) of each RSA Grant is service-based and will vest in three equal annual installments beginning on the first anniversary of the grant date, contingent on the grantee’s continued service with the Company on each applicable vesting date; and
	·	Seventy-five percent (75%) of each RSA Grant is performance-based and will vest, if at all, based on the Company’s achievement of specified operational milestones, contingent on (1) achievement of the applicable milestone prior to expiration of the performance period on December 31, 2028 (the “Performance Period”) and certification of its achievement by the Compensation Committee of the Board no later than March 31, 2029 and (2) the grantee’s continued service with the Company on each applicable milestone certification date.

On June 5, 2025, Lightbridge Corporation (the “Company”) entered into an Open Market Sale Agreement^SM (the “Sales Agreement”) with Jefferies LLC (the “Agent”) pursuant to which the Company may issue and sell from time to time shares of its common stock, par value $0.001 per share (the “Common Stock”), through the Agent as the Company’s sales agent. Sales of the Company’s Common Stock through the Agent, if any, will be made by any method that is deemed to be an “at-the-market” equity offering as defined in 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. 333-287563) filed on May 23, 2025 with the Securities and Exchange Commission (the “SEC”) and declared effective on June 4, 2025 (the “Registration Statement”), and the base prospectus filed as part of the Registration Statement.

~~The~~On ~~operational~~September ~~milestones~~26, ~~applicable~~2025, ~~to vesting of~~ the ~~performance-based~~Company ~~RSA~~filed ~~Grants~~with ~~are~~the ~~designed~~SEC toa beprospectus ~~reasonably~~supplement ~~difficult~~for tothe ~~achieve~~offer and ~~relate~~sale toof ~~key~~up ~~Company~~to ~~objectives~~$75,000,000 ~~for~~of ~~the~~our ~~Performance~~Common ~~Period.~~Stock ~~The~~pursuant ~~portion~~to ofthe ~~each~~Sales ~~RSA~~Agreement ~~Grant~~under ~~that~~the isRegistration ~~performance-based~~Statement. ~~vests,~~The ifCompany atis ~~all,~~filing asthis ~~follows:~~Current ~~25%~~Report on ~~specified~~Form ~~manufacturing~~8-K ~~goals,~~for ~~25% on specified goals related to~~ the ~~design~~purpose ~~and construction~~ of aincorporating ~~new~~by ~~fuel~~reference ~~facility,~~into ~~15%~~the onRegistration ~~specified~~Statement ~~commercial~~the ~~objectives,~~items ~~and~~filed ~~10%~~herewith onas ~~specified~~Exhibits ~~funding~~5.1 ~~goals~~and 23.1.

~~Any~~Item ~~shares~~9.01 ofFinancial ~~the~~Statements ~~performance-based RSA Grants that remain unvested as of the end of the Performance Period will automatically be forfeited~~ and ~~cancelled without consideration.~~Exhibits

~~The~~(d) ~~total number of shares of common stock underlying the RSA Grants to the Company’s principal executive officer, principal financial officer and named executive officers are as follows:~~Exhibits

Name	Position	Total	Service-based	Performance-based
Exhibit No.		Description
Seth Grae	Chairman and Chief Executive Officer	290,830	72,707	218,123
5.1		Opinion of Gary R. Henrie, Esq.
Andrey Mushakov	Executive Vice President, Nuclear Operations	181,389	45,347	136,042
23.1		Consent of Gary R. Henrie, Esq. (included in Exhibit 5.1).
Larry Goldman	Chief Financial Officer	167,809	41,952	125,857
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Item 9.01 Financial Statements and Exhibits.~~2

~~(d) Exhibits~~SIGNATURES

Exhibit		Description
10.1		Form of Performance-Based Restricted Stock Award Agreement.
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.

	LIGHTBRIDGE CORPORATION

Dated: September 26, 2025	By:	/s/ Seth Grae
	Name:	Seth Grae
	Title:	President and Chief Executive Officer

~~SIGNATURES~~ 3

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.

	LIGHTBRIDGE CORPORATION
Date: August 29, 2025	By:	/s/ Seth Grae
	Name:Title:	Seth GraePresident and Chief Executive Officer

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