Opening the filing
(2)
Does not include a non-accountable expense allowance equal to one-half of one percent (0.5%) of the gross proceeds of this offering, payable to the underwriters, or the reimbursement of certain expenses of the underwriters. We have also agreed to issue warrants to the underwriters to purchase a number of shares of common stock equal to seven percent (7%) of the total number of shares of common stock sold in this offering, including the over-allotment, if any, at an exercise price equal to one hundred and fifteen percent (115%) of the initial public offering price of the shares of common stock sold in this offering. For a description of the other terms of compensation to be received by the underwriters, see ” Underwriting .”
Jay Jiang Yu, our Chief Executive Officer and Chairman of the board, and Christo J. Liebenberg, our President and co-founder, have each indicated an interest (either by themselves or through their affiliates) in each purchasing up to $250,000 worth of shares of our common stock in this offering (the ”Insider Shares”). This purchase would be made at the initial public offering price per share and on the same terms as the other purchasers in this offering. Because indications of interest are not binding agreements or commitments to purchase, either Mr. Yu or Mr. Liebenberg may determine to purchase more, fewer, or no shares in this offering, or the underwriters may determine to sell more, fewer, or no shares to Mr. Yu or Mr. Liebenberg. The underwriters will receive the same underwriting discount on any shares purchased by Mr. Yu or Mr. Liebenberg as they will from any other shares sold to the public in this offering. The number of shares of common stock available for sale to the general public will be reduced to the extent that Mr. Yu or Mr. Liebenberg purchase shares of common stock in this offering.
Although the sale of the Insider Shares to Mr. Yu and Mr. Liebenberg in this offering is registered under the registration statement of which this prospectus is a part; however, due to their status as affiliates of our company, in addition to other regulatory considerations, the Insider Shares may only be resold in compliance with Rule 144 promulgated under the Securities Act of 1933, as amended (the ”Securities Act”). In addition, the Insider Shares are subject to a lock-up agreement in favor of the underwriters and may not be resold to the public until 180 days after the date of this prospectus, and otherwise in compliance with the Securities Act.
We have granted a 30-day option to the underwriters to purchase up to 425,000 additional shares of common stock solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts will be approximately $1,270,750 and the additional proceeds to us, before expenses, from the over-allotment option exercise will be approximately $2,371,500.
Enriched uranium is a key component used in the manufacture of nuclear fuel for commercial nuclear power reactors and other nuclear energy applications. Due to increasing global demand for nuclear energy and the U.S. and other nations’ focus on next generation nuclear power technologies, the development and expansion of nuclear reactors are expected to continue. As new nuclear reactors are designed, constructed, and brought into operation, demand for nuclear fuel, including enriched uranium, is anticipated to increase accordingly.
Our target markets include operators of commercial light-water reactors (”LWRs”) as well as developers and operators of advanced nuclear reactor technologies, including small modular reactors (”SMRs”) and microreactors (”MMRs”). Subject to obtaining the necessary regulatory approvals and developing commercial-scale operations, we intend to produce and supply enriched uranium to participants in our target markets.
In December 2025, we received a radiological material license (the ”Radiological Material License”) from the State of Tennessee to start Phase 1 and Phase 2 (each as defined below) of our development plan in our test demonstration facility in Oak Ridge, Tennessee (the ”Oak Ridge Test Demonstration Facility”). This Radiological Material License authorizes us to conduct certain laboratory-scale activities involving radioactive materials. A cylinder of UF 6 was delivered to our Oak Ridge Test Demonstration Facility in October 2026, and experiments are expected to begin before the end of 2026. Further, in October 2026, the U.S. Nuclear Regulatory Commission (”NRC”) approved our Standard Practice Procedures Plan (SPPP) for our Oak Ridge Test Demonstration Facility. This approval follows our initial SPPP submission on February 11, 2026. The submitted SPPP described the proposed security procedures and controls for our Oak Ridge Test Demonstration Facility’s ”closed area” to safeguard classified matter associated with CRISLA laser enrichment process, as described further below. The NRC has deemed the submitted SPPP to be in accordance with the requirements of 10 CFR Part 25, CFR Part 95, and 32 CFR Part 117.
Furthermore, the proposed SPPP was found to provide reasonable assurance that we will adequately protect classified matter and sensitive information in our possession. This SPPP is contingent and will be considered active upon a successful NRC operational readiness review which will take place in due course. We are also required to receive a license from NRC prior to constructing and operating a commercial uranium enrichment facility. NRC licenses uranium enrichment facilities and authorizes the possession and use of nuclear materials, ensuring that proposed equipment, facilities, and safety controls meet federal requirements for public health, environmental protection, and national security. As of the date of this prospectus, other than as described above, we do not hold any other licenses or approvals from the NRC or other regulatory authorities, and we have not yet commenced commercial production or sales of enriched uranium.
Our
CRISLA utilizes lasers to selectively excite target isotopes within a controlled gas-flow environment, thereby enhancing the physicochemical differences between the target isotope and non-excited isotopes and enabling efficient separation. A patent relating to CRISLA process was filed with the United States Patent and Trademark Office (USPTO) in 2014 and published in June 2019 (”CRISLA Patent”).
In March 2024, the CRISLA Patent was assigned to LIST.
As of the date of this prospectus, we have not generated any revenues. We have incurred and accumulated net losses of $65,418,743 since our inception on December 31, 2021 through July 31, 2026.
Our
Development Phases Our business plan contemplates leveraging CRISLA for the enrichment, production and sale of uranium. We have focused, and will continue to focus, on advancing these efforts toward potential commercialization across four phases (as defined below), with Phases 1-3 running concurrently. Across all four phases of our development plan, we engage, and expect to continue to engage, multiple contractors and consultants to support our operations and project development activities. To that end, we lease a space from NANO Nuclear, a related party, and purchased two properties, including LIST Island and 150 Americus Property (as defined below), all of which are located at Oak Ridge, TN. Our leased space covers 7,000 square feet, which houses our principal executive offices. We also have access to an additional approximately 7,000 square feet of space in the same building of our leased space, which houses our laser enrichment research and development laboratory and serves as our Oak Ridge Test Demonstration Facility for our CRISLA laser enrichment process. Our LIST Island comprises approximately 206 acres, which is being developed to host our proposed commercial LEU-3 facility (the ”LEU-3 Facility”). Our 150 Americus Property covers 38,000 square feet building, which includes a three-story building under renovations, and is intended to be used for the support of our Phase 2 operations. Please refer to ”Business - Description of Properties .”
Obtaining the requisite permits and licenses for nuclear facilities is a complex, time-consuming and highly regulated process, particularly with respect to sensitive nuclear technologies, such as uranium enrichment. Enrichment operations are subject to stringent safety, security and environmental standards, and the associated regulatory review and approval processes may be lengthy and resource-intensive.
Ensuring the safety and security of an enrichment facility throughout its lifecycle is critical to the protection of personnel and the public. The development, implementation and ongoing maintenance of robust safety systems and operational protocols present significant technical and operational challenges. In addition, enrichment facilities must implement comprehensive security measures designed to protect sensitive materials, classified information and proprietary technologies from theft, sabotage or unauthorized access, in compliance with applicable regulatory requirements.
Building and operating an enrichment facility will be very capital-intensive. For example, in January 2026, we announced our goal to invest $1.38 billion in our future flagship commercial scale laser-based uranium enrichment facility on the historic footprint of the K-25 uranium enrichment site in Oak Ridge, Tennessee. Securing sufficient financing to develop this facility, as well as effectively managing costs, including operating and maintenance expenses, present and will continue to present, significant ongoing challenges to our business.
Procuring the equipment at the scale required for a commercial facility presents logistical and supply chain challenges. With our stated goal of developing unencumbered technology, it is imperative that we develop a US-based supplier base for key components.
The political and regulatory environment is subject to change, which may affect the stability and economic viability of nuclear projects. In addition, geopolitical developments may impact the development, access, transfer and export of nuclear technology.
We have granted the underwriters a 30-day option to purchase up to an additional 425,000 shares of our common stock at the initial public offering price, less underwriting discounts, to cover over-allotments, if any.
Use of Proceeds
We estimate that the net proceeds to us from this offering, after deducting the underwriting discounts and estimated offering expenses payable by us, will be approximately $15.1 million, or approximately $17.5 million if the underwriters exercise their over-allotment option in full, based on the assumed initial public offering price of $6.00 per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus) .
The net proceeds received by us from this offering will be used for (i) the research and development activities relating to our uranium enrichment products and technology, including the design and development of laser and separator technologies; site characterization activities at the LIST Island site, including environmental and other relevant technical studies; site preparation and construction activities; test work, including the testing and integration of systems and components; and scoping studies evaluating operational considerations, including transportation logistics and potential noise impacts; (ii) marketing and promotion, and business development activities; and (iii) working capital and other general corporate purposes, including regulatory compliance, intellectual property protection, employee hires, and contractor retainment.
See ” Use of Proceeds .”
Other
Non-Operating Items
Other income 220,361 536,494 740,808 1,090,428 Net loss (4,298,867 (6,372,560 (29,688,039 (18,247,839 Net loss per share of common stock:
Basic (0.07 (0.11 (0.47 (0.35
Diluted (0.07 (0.11 (0.47 (0.35
In addition, the uranium enrichment market is competitive and evolving. We face competition from established market participants as well as potential entrants utilizing alternative enrichment technologies or supported by governmental policies. Competitive actions, capacity expansions, pricing pressures, or changes in trade policy or regulatory frameworks may reduce our market share, compress margins, or otherwise adversely affect our business, financial condition, and results of operations.
We have incurred losses and have not generated any revenue since our inception. We do not expect to generate revenue from the sale of uranium products in the foreseeable future, and we may continue to incur significant operating losses during such period.
Since our inception as of December 31, 2021, we have incurred significant operating losses in each period, including a net loss of $29,688,039 for the nine months ended July 31, 2026, and have had an accumulated deficit of $65,418,743 and negative cash flows from operations of $14,819,401 for the nine months ended July 31, 2026. We expect to continue to incur operating losses and generate negative cash flows for the foreseeable future. We anticipate that our operating losses and negative cash flows will increase as we continue to invest in the development and commercialization of our technology, including research and development activities, engineering and technical programs, regulatory and licensing efforts, business development initiatives, personnel expansion, intellectual property protection, and the development of our planned facilities and infrastructure. In addition, as a public company, we expect to incur additional legal, accounting, auditing, compliance, investor relations, insurance, and other administrative expenses associated with reporting and corporate governance requirements.
To date, we have not generated any revenue. We do not expect to generate revenue from the sale of uranium products or enrichment services unless and until we successfully complete the development, licensing, construction, and commercialization of our planned facilities, which we expect will require substantial time and capital investment. As a result, we expect to continue to incur significant operating losses and negative cash flows for the foreseeable future.
To fund our operations and development activities, we have historically relied on equity financings and expect to continue to depend on external sources of capital, including equity financings (including this offering), strategic investments, debt financings, government grants, government contracts, and other funding opportunities. However, there can be no assurance that additional capital will be available when needed, in sufficient amounts, or on terms acceptable to us, if at all. If we are unable to obtain adequate funding, we may be required to delay, reduce, scale back, or discontinue certain research and development programs, regulatory and licensing activities, facility development initiatives, commercialization efforts, or other aspects of our business plan. We cannot predict with certainty the outcome of any actions we may undertake to improve our liquidity position or fund our operations, nor can we assure that any such actions will provide sufficient capital to support our business plan. Our history of operating losses and anticipated future losses have had, and are expected to continue to have, a negative impact on our stockholders’ equity, working capital, financial condition, and ability to execute our business strategy. If we are unable to obtain adequate financing or achieve successful commercialization of our technology and products, our business, financial condition, results of operations, and prospects could be materially and adversely affected.