LIGHTBRIDGE Corp

Other than as set forth below, there have been no material changes to our risk factors from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

The development and construction of the Pilot Factory will require substantial capital expenditures, and our current estimates of the cost, timing and scope of the project may change materially.

In connection with our participation in the U.S. Department of Energy’s (DOE) Nuclear Energy Launch Pad program, we intend to develop and construct our planned Lightbridge Fuel Pilot Factory (Pilot Factory) at Idaho National Laboratory (INL). Based on preliminary estimates, we currently expect the development and construction of the Pilot Factory to require approximately $140 million of expenditures over approximately the next five years. These estimates are preliminary and are subject to significant uncertainty.

The actual cost, timing and scope of the Pilot Factory may differ materially from our current expectations as engineering, design, procurement and construction planning activities progress. Factors that could increase costs or delay completion include changes in project scope or design, increases in the cost or availability of equipment, materials and labor, supply chain disruptions, inflation, construction delays, regulatory or governmental requirements, changes in activities conducted with INL or other third parties, technical challenges, availability of qualified personnel and other circumstances beyond our control.

The Pilot Factory requires DOE authorization, INL site access arrangements, safety and environmental approvals, availability of nuclear material/high-assay low-enriched uranium (HALEU), facility design approval, procurement and qualified nuclear personnel. As of September 30, 2026, we had not entered into material binding commitments regarding the construction of the Pilot Factory. Accordingly, our current estimates do not represent fixed or contractually committed costs, and we may revise our estimates as the project advances. In addition to the estimated development and construction costs of the Pilot Factory, we expect to incur increased personnel, operating and other expenses as we expand our technical, manufacturing, quality assurance, project management and administrative capabilities to support the Pilot Factory and our broader commercialization activities.

Although we currently expect to fund anticipated Pilot Factory expenditures from our existing cash and financial resources and, as appropriate, proceeds from equity financings, including our at-the-market offering program, our available resources must also support our other research and development, fuel qualification, regulatory, operating and commercialization activities. If the costs of the Pilot Factory exceed our current estimates, if our other expenditures increase, or if the timing of our anticipated expenditures accelerates, we may need to raise additional capital sooner than currently anticipated.

Our ability to obtain additional capital will depend on market conditions, the market price and trading volume of our common stock, our operating and development progress and other factors, many of which are outside our control. Any additional equity financing could result in substantial dilution to our existing stockholders, and financing may not be available when needed or on terms acceptable to us.

If we are unable to obtain sufficient funding, or if the development of the Pilot Factory experiences significant cost increases, delays or other difficulties, we may be required to delay, reduce the scope of, or modify our Pilot Factory development activities or other research, development and commercialization programs. Any such developments could delay the qualification, manufacturing or commercial deployment of Lightbridge Fuel™, adversely affect our business and commercialization strategy and have a material adverse effect on our financial condition and results of operations.