LIS LIS Technologies Inc S-1 IPO prospectus section summaries

LIS Technologies Inc. — Preliminary S-1 Cover

LIS Technologies Inc. filed a preliminary S-1 on October 26, 2026, for an initial public offering of 2,833,334 common shares on a firm-commitment basis. The indicative price range is $5–$7 per share, with $6 per share assumed in the prospectus. This implies gross proceeds of approximately $14.17M–$19.83M, or $17.00M at the assumed price, before underwriting compensation and expenses. The final offering price has not been determined.

No public trading market currently exists for LIS shares. The company will not complete the offering unless Nasdaq approves its listing application under the proposed ticker LIS; neither listing approval nor completion of the offering is assured.

Offering terms and potential dilution

Underwriters will receive a 6.5% discount, a 0.5% non-accountable expense allowance based on gross proceeds, and reimbursement of certain expenses. They will also receive warrants to purchase shares equal to 7% of the shares sold, including any shares sold through the over-allotment option. The warrants are exercisable at 115% of the IPO price, creating potential future dilution.

The underwriters have a 30-day option to purchase up to 425,000 additional shares. If fully exercised, the prospectus estimates approximately $1.271M in total underwriting discounts and $2.372M in additional proceeds before expenses.

CEO and Chair Jay Jiang Yu and President and co-founder Christo J. Liebenberg each expressed nonbinding interest in purchasing up to $250,000 of shares at the IPO price. Any such purchases would reduce the shares available to public investors. Shares purchased by these insiders would be subject to a 180-day lock-up and Rule 144 resale restrictions.

Company status and risk

The cover provides no operating or balance-sheet financial results. LIS identifies as both an emerging growth company and a smaller reporting company, and may use reduced public-company disclosure requirements. The offering is characterized as speculative and high risk, with no established public market for the shares.

Business, technology, and market opportunity

LIS Technologies Inc. (LIST) is an early-stage, pre-revenue uranium-enrichment developer seeking to commercialize its proprietary CRISLA laser-isotope-separation process. It has not begun commercial production or sales of enriched uranium and reported no revenue and cumulative net losses of $65.419 million from inception through July 31, 2026. The company does not expect uranium-product revenue in the foreseeable future.

CRISLA uses continuous-wave lasers to selectively excite uranium isotopes in uranium hexafluoride (UF₆). LIST believes its use of the UF₆ 3ν₃ vibrational mode may support a simpler, potentially more efficient and scalable system than some earlier laser-enrichment approaches. The company cites possible advantages over centrifuges, including lower capital and operating costs, feedstock efficiency, flexible assay, and operational flexibility; these are not commercially demonstrated outcomes. Previous laser-enrichment efforts have not reached commercial operation. The filing notes that U.S. AVLIS received more than $2 billion over approximately 20 years and reached TRL 6–7 without commercialization. LIST’s technology remains early-stage and has not demonstrated commercial-scale performance, reliability, or cost efficiency.

The potential market is supported by nuclear-power expansion and efforts to diversify U.S. fuel supply. Citing UxC, LIST reports U.S. nuclear capacity of approximately 99 GWe as of March 31, 2026, with 2045 projections of 114 GWe to 135 GWe. Projected U.S. enrichment demand in 2045 ranges from approximately 11 million SWU to 39 million SWU, compared with current domestic capacity of less than 5 million SWU annually—an estimated annual supply gap of approximately 6 million to 35 million SWU. These projections depend on uncertain reactor deployment and demand assumptions. The company also cites the 2024 U.S. law restricting Russian-origin LEU imports, subject to exceptions and waivers, and the May 2025 U.S. goal to quadruple nuclear capacity by 2050.

Development plans and execution

Phases 1–3 began in 2025 and are planned to proceed concurrently. Phase 1, expected through 2027, focuses on re-demonstrating and optimizing enrichment; Phase 2, expected through 2028, on industrial-scale equipment and enrichment; and Phase 3, expected through 2030, on site preparation, licensing, facility design, and a pilot plant. LIST has begun laboratory-scale Phase 1 tests and experimental testing of Phase 2 equipment, including converting an industrial CO₂ laser to a CO laser. Phase 3 remains preparatory, and Phase 4 commercial development has not begun.

The pilot plant is targeted to be operational around 2030, with planned capacity of approximately 50 metric tons of LEU and 0.5 million SWU annually. The proposed LEU-3 commercial facility at the company’s approximately 206-acre LIST Island site is targeted to begin operations around 2033. LIST describes an initial capacity of 3.0 million SWU annually, potentially expandable to 5.0 million SWU annually, and a Phase 4 target of approximately 500 metric tons of LEU and 5.0 million SWU annually. If both facilities reach planned capacity, combined capacity would be approximately 5.5 million SWU annually. These are targets, not operating capacity; the company announced a goal to invest $1.38 billion in a future commercial-scale facility at the historic K-25 site in Oak Ridge.

LIST received a Tennessee radiological-material license in December 2025 for specified laboratory work. A UF₆ cylinder was delivered to its Oak Ridge test facility in October 2026, with experiments expected before year-end. The NRC approved a security-procedures plan in October 2026, but it becomes active only after a successful operational-readiness review. A separate NRC license is required to construct and operate a commercial enrichment facility. Technical scale-up, licensing, construction, financing, supply-chain integration, and customer commitments remain material hurdles.

Funding, partners, and related-party arrangements

LIST says existing cash and other available capital can support operations and a scaled, prioritized subset of Phase 1 and Phase 2 work; remaining development and commercial-scale licensing, construction, and operations require substantial additional capital. Potential sources include equity or debt, strategic investment, commercial arrangements, and government funding.

LIST is one of six participants in a DOE ten-year, multiple-award IDIQ contract, but compensation depends on task orders and the contract does not fund facility construction or operation. The DOE has approximately $3.4 billion in appropriated support for domestic LEU and HALEU enrichment; in January 2026, it announced $2.7 billion in task-order awards to three companies with high technology-readiness levels. LIST says it does not currently rely on that program for funding. State and local incentives estimated at more than $200 million over the life of the package have been offered or are being pursued, but most have not been finally awarded, none had been received as of the prospectus, and conditions, reductions, termination, or clawbacks may apply. A fully funded Air Force SBIR Phase I contract provides $74,866 for research and reports, not future awards or commercial procurement.

NANO Nuclear invested $2.0 million for 2,666,667 shares in August 2024. LIST’s CEO and chairman also holds senior roles and is a material stockholder of NANO. Their amended collaboration agreement contemplates NANO developing conversion capabilities and potentially supplying UF₆, while LIST could provide enriched and deconverted fuel; it also provides for preferred-customer status and possible joint development. No definitive commercial or proceeds-sharing agreement has been executed, and the parties have not established an integrated fuel supply chain. LIST may source feedstock elsewhere. The relationship creates execution and potential conflict-of-interest considerations.

Risks and public-company status

The central risks are unproven technology and industrial scale-up; lengthy, costly regulatory review and stringent safety, security, environmental, and safeguards requirements; substantial and uncertain financing needs; specialized equipment and supplier dependencies; and uncertain market timing, offtake, and customer commitments. LIST also identifies risks involving hazardous materials, intellectual-property protection, third-party reliance, and recruiting specialized personnel. Potential HALEU, medical-isotope, and stable-isotope applications remain under evaluation and would require further development and approvals.

LIST qualifies as both an emerging growth company and a smaller reporting company. It uses reduced disclosure, including two years of audited financial statements, and is exempt from auditor attestation of internal controls under SOX Section 404; it has also retained the JOBS Act extended transition period for accounting standards. Its common stock may be highly volatile, and future sales or convertible securities could pressure the share price.

Offering, dilution, and use of proceeds

LIS plans to offer 2,833,334 common shares at an assumed IPO price of $6.00 per share, generating approximately $17.0 million in gross proceeds and an estimated $15.1 million in net proceeds after underwriting discounts and offering expenses. The underwriters have a 30-day option to purchase up to 425,000 additional shares. If exercised in full, the offering would total 3,258,334 shares and estimated net proceeds would be $17.5 million. These proceeds estimates are based on the assumed offering price.

Shares outstanding are expected to increase from 71,611,408 before the offering to 74,444,742 after it, assuming no exercise of the over-allotment option—an increase of approximately 4.0%. The post-offering figure includes 2.25 million shares issued to Starfire Industries, subject to performance-based vesting and forfeiture. It excludes several potential sources of dilution: 198,334 shares underlying the underwriters’ representative warrant; 983,711 shares reserved under the 2026 Plan; 5.115 million shares underlying outstanding RSUs; and options covering 6.268 million and 17.672 million shares under separate arrangements. The representative’s warrant is exercisable at 115% of the IPO price (approximately $6.90 per share at the assumed price), starting six months after closing and expiring on the fifth anniversary.

LIS intends to use proceeds primarily to advance uranium-enrichment technology and prepare its LIST Island site. Planned spending includes research and development for laser and separator technologies; technical and environmental site characterization; site preparation, construction, testing, and system integration; and operational scoping, including transportation logistics and potential noise impacts. Other intended uses include marketing and business development, regulatory compliance, intellectual-property protection, hiring and contractors, working capital, and general corporate purposes. The proposed uses reflect a development-stage emphasis on technology validation and site readiness; the section provides no operating or financial performance metrics.

Offering conditions and investor considerations

Nasdaq listing approval is a condition to completing the offering, and LIS gives no assurance that an active trading market will develop. The offering is characterized as speculative and high risk.

The company has agreed to a 180-day standstill restricting specified securities offerings and related transactions without underwriter consent, subject to exceptions. Executive officers, directors, and affiliates are subject to 180-day lock-ups; certain holders owning at least 0.5% are subject to staged leak-out restrictions lasting 90–180 days. CEO and Chairman Jay Jiang Yu and President Christo J. Liebenberg each expressed nonbinding interest in purchasing up to $250,000 of shares. Any such purchases would reduce shares available to public investors, and purchased shares would remain subject to lock-up and resale restrictions.

Business and operating results

LIS reported no revenue in the presented periods and recorded operating and net losses throughout. In Q3 FY2026, operating loss increased to $4.5192M from $3.0691M in Q3 FY2025, while net loss narrowed to $4.2989M from $6.3726M. The improvement in net loss reflected the absence of a fair-value charge on acquisition consideration payable in equity in Q3 FY2026, compared with a $3.8400M charge in Q3 FY2025; operating expenses increased.

For 9M FY2026, operating loss widened to $27.2288M from $12.1383M in 9M FY2025, and net loss widened to $29.6880M from $18.2478M. General and administrative expense rose to $15.7827M from $9.5604M, and R&D expense to $11.4461M from $2.5779M. The fair-value charge on equity-payable acquisition consideration was $3.2000M, versus $7.2000M; other income was $0.7408M, versus $1.0904M.

For FY2025, operating loss was $15.7518M versus $11.6431M in FY2024, and net loss was $21.5393M versus $13.6807M. G&A expense increased to $11.8782M from $10.2191M, and R&D expense to $3.8736M from $1.4240M. Fair-value charges on acquisition consideration payable in equity were $7.2000M in FY2025 and $2.1018M in FY2024; other income was $1.4125M and $0.0642M, respectively.

Cash flow, investment and funding

In 9M FY2026, operating cash outflow increased to $14.8194M from $5.4242M in 9M FY2025. Capital expenditures for PP&E rose sharply to $24.8759M from $1.0749M. PP&E consequently increased to $28.9890M at July 31, 2026, from $2.0258M at October 31, 2025. The filing summary provides no specific explanation for the investment.

Financing provided $25.2577M in 9M FY2026, including $24.2267M from common-stock issuances and $1.1790M from option exercises. Despite this financing, cash fell to $18.7917M at July 31, 2026, from $33.2293M at October 31, 2025.

Balance sheet and dilution

At July 31, 2026, total assets were $50.9194M and stockholders’ equity was $32.3565M, compared with $37.7462M and $26.1636M, respectively, at October 31, 2025. Goodwill was $0 (no goodwill line was presented). In-process R&D, the only separately presented intangible asset, was $1.6795M, compared with $1.2406M. Tangible common equity, calculated as equity less goodwill and in-process R&D, was $30.6769M and $24.9230M, respectively. July 31, 2026 liabilities included $12.8000M of acquisition consideration payable in equity, up from $9.6000M at October 31, 2025 and $2.4000M at October 31, 2024, along with $0.4389M of deferred tax liability and $0.5022M of lease liabilities.

Shares outstanding increased from 56.5751M at the start of 9M FY2026 to 68.3114M at period end; the comparable 9M FY2025 counts were 40.0587M and 56.5751M. For FY2025, shares rose from 40.0587M to 56.5751M, and for FY2024 from 23.2211M to 40.0587M. Q3 FY2026 shares increased from 68.2814M at April 30 to 68.3114M at July 31; Q3 FY2025 shares rose from 52.5983M to 56.5751M. July 31, 2026 issued and outstanding shares included 2.2500M unvested shares subject to forfeiture. Weighted-average shares were 66.0360M basic and diluted for Q3 FY2026 and 62.5566M for 9M FY2026. Equity-based compensation, reflected as a cash-flow adjustment, was $10.4752M in 9M FY2026 versus $5.3471M in 9M FY2025.

Investor considerations

Higher operating expenses, substantially increased capital spending, persistent operating cash burn, and reliance on equity financing point to funding and execution risks. Equity issuance and rising equity-based compensation also contributed to dilution. The presented information provides no segment results or specific strategic or outlook explanation for the PP&E investment.

Business stage, technology, and commercialization

LIS is a pre-revenue uranium-enrichment company formed in December 2021. Its CRISLA laser-isotope-separation technology has not been demonstrated at commercial scale; a March 2025 independent assessment rated it TRL 4, validated at laboratory scale. LIS plans further testing and optimization at its Oak Ridge facility, but performance, reliability, throughput, product quality, and commercially viable costs remain unproven. Technical failures, integration problems, or redesigns could increase funding needs and delay or prevent commercialization.

The roadmap is ambitious and interdependent. The planned Pilot Plant targets annual production of approximately 50 metric tons of LEU and 0.5 million SWU, with operational readiness targeted around 2030. LIS anticipates LEU-3 could begin operating around 2033, initially targeting approximately 3.0 million SWU annually, with potential expansion to 5.0 million SWU. The planned facilities together would represent approximately 5.5 million SWU at the stated capacities. These are targets, not assured outcomes, and depend on financing, technology scale-up, licensing, construction, supply, customer demand, and operating performance. LIS announced a goal in January 2026 to invest $1.38 billion in its planned commercial-scale facility at the historic K-25 site in Oak Ridge.

LIS has not generated revenue since inception and does not expect enrichment or uranium-product revenue for several years. For the nine months ended July 31, 2026, it reported a $29.6880 million net loss, $14.8194 million of negative operating cash flow, and an accumulated deficit of $65.4187 million. It expects losses and negative cash flows to continue and increase as development, licensing, construction, staffing, and public-company costs grow.

Funding, demand, and execution risks

The company expects to depend on external capital, including this offering, strategic investment, debt, grants, and government contracts. It may need to raise hundreds of millions of dollars beyond the offering, and actual requirements could be substantially higher. Equity or convertible financing could dilute shareholders; debt would add interest, repayment obligations, and potentially restrictive covenants. Government funding is uncertain and may carry conditions or intellectual-property rights. LIS cites DOE awards of $900 million each to three companies with technologies assessed at high TRL, compared with its guaranteed award of up to $2 million, payable against agreed milestones; it cautions that the technologies and TRL assessments may not be comparable. Insufficient or costly financing could force delays, reductions, or abandonment of plans.

Commercial success depends on converting early customer interest into binding, long-term contracts and matching commitments to facility schedules. Nuclear fuel procurement involves lengthy technical qualification and regulatory review; expressions of interest, MOUs, and letters of intent may never result in sales. Demand can shift with reactor construction, restarts, utility procurement cycles, inventories, government policy, and geopolitical conditions. Established centrifuge suppliers and other entrants may have greater resources, experience, customer relationships, and pricing power. Supply constraints—including dependence on UF₆ feedstock, concentrated conversion services, specialized equipment, transport, and storage—could cause delays, higher costs, or reduced output.

Regulatory, operational, and partner risks

LIS anticipates filing its NRC license application for LEU-3 in Q1 2027 and estimates review could take about 18 months after submission. Timing and approval are uncertain; the NRC may require additional analyses, design changes, or operating conditions, or deny the application. Nuclear activities also face extensive environmental, safety, security, safeguards, export-control, and state and local requirements. Classification of sensitive technology could require secure facilities, controlled information, and personnel clearances. Compliance failures, accidents, cyber incidents, or releases involving UF₆ and other hazardous or radioactive materials could lead to fines, litigation, remediation, shutdowns, reputational harm, or lost permits. LIS also lacks specialized nuclear/radiological and environmental/pollution liability insurance, and available coverage may be costly or inadequate; required financial assurance could tie up capital.

A September 2026 collaboration agreement with NANO Nuclear provides a framework for NANO Nuclear to work toward supplying UF₆ and LIS to provide enriched and deconverted UF₆. The parties have not signed the contemplated definitive proceeds-sharing agreement, so pricing, responsibilities, and economics remain unresolved. Failure to agree could delay commercialization or require alternative arrangements. LIS also relies on partners and suppliers whose performance, priorities, or disputes over scope, costs, or intellectual property could affect execution.

LIS’s competitive position depends on protecting its CRISLA patent (USPTO No. 10,319,486) and other technology, know-how, and trade secrets. Infringement claims, challenges to patent protection, disclosure, or disputes over jointly developed technology could restrict use of its technology, require costly litigation or licenses, or weaken its advantage.

Governance, reporting, and shareholder risks

CEO and Chairman Jay Jiang Yu beneficially owned approximately 25.95% of common stock as of October 14, 2026, and is expected to own approximately 25.10% after the offering, assuming no over-allotment exercise. His voting influence may affect corporate decisions. Yu also leads NANO Nuclear and is expected to devote at least 40 hours per week to that company, creating potential conflicts over time, resources, and business opportunities. LIS depends on Yu, President Christo J. Liebenberg, and specialized technical and regulatory personnel.

LIS reports that, as a private company, it had limited accounting resources, insufficient accounting expertise and segregation of duties, no internal audit function, and had not established the control environment required of public companies under Sarbanes-Oxley Section 404. Building reporting controls and public-company staffing will require resources; deficiencies could impair reporting reliability and investor confidence. Emerging growth company exemptions may reduce disclosure and auditor-attestation requirements and make results less comparable.

Offering and trading risks

After the offering, shares outstanding are expected to be 74,444,742 without and 74,869,742 with full exercise of the underwriters’ over-allotment option. At the assumed $6.00 per-share IPO price, sale of 2,833,334 shares without over-allotment implies $5.33 immediate dilution per share for IPO investors, after underwriting discounts and estimated issuer expenses. Future exercises of options or warrants, acquisitions, or other equity financing could further dilute investors. Insiders’ 180-day lockups and other holders’ leak-out restrictions may expire, potentially adding selling pressure. Yu and Liebenberg each indicated nonbinding interest in purchasing up to $250,000 of shares at the IPO price.

No active trading market exists, the IPO price may not predict later prices, and the stock could be highly volatile. The company does not anticipate paying dividends; investor returns therefore depend on share-price appreciation. Management has broad discretion over offering proceeds, Nasdaq compliance and continued listing are not assured, and the company’s Nevada governing-document forum provisions may increase litigation costs or restrict where stockholder claims can be brought.

Forward-looking statements and key risks

The company is an early-stage, pre-revenue uranium-enrichment business whose business model and commercialization strategy remain under development and have not been validated. Executing its plan depends on re-demonstrating and optimizing CRISLA enrichment results; developing industrial-scale equipment; designing, financing, fabricating, and integrating its laser-enrichment system; and constructing and operating the Pilot Plant and LEU-3 Facility to produce enriched uranium products (EUPs) for utilities and advanced-reactor customers.

The company will need substantial additional capital, which may not be available or may be available only on unacceptable terms. Its estimates of expenses, future revenue, capital requirements, and financing capacity are uncertain. Other material risks include unexpected NRC or other regulatory requirements; protecting classified technology and maintaining facility and personnel security clearances; cybersecurity and IT disruptions; and obtaining and enforcing adequate intellectual-property protection.

The cautionary statement contains no financial results or quantitative metrics. Forward-looking statements reflect estimates and assumptions only as of the prospectus date, and actual outcomes may differ materially.

Use of Proceeds

The company estimates net proceeds of approximately $15.1 million from the IPO, assuming an offering price of $6.00 per share and excluding any exercise of the underwriters’ over-allotment option. A $1.00 change in the assumed offering price would change net proceeds by approximately $2.6 million, assuming the share count remains unchanged.

Planned uses are:

• 67.5% (approximately $10.19 million) for uranium-enrichment research and development, including laser and separator technologies; characterization and preparation of the LIST Island site; construction, testing and integration; and operational scoping.
• 12.5% (approximately $1.89 million) for marketing, promotion and business development.
• 20% (approximately $3.02 million) for working capital and general corporate purposes, including regulatory compliance, intellectual-property protection, hiring and contractors.

Management retains broad discretion over the use and timing of the proceeds and may reallocate them. It may also use some proceeds for acquisitions, licenses or investments in complementary businesses, although there are currently no agreements or commitments for those purposes. Unused proceeds are intended to be held in capital-preservation investments, such as short-term investment-grade interest-bearing instruments and U.S. government securities.

The proceeds are not expected to fund the company’s full commercialization roadmap. The company is early-stage, has a limited operating history, and has adopted the legacy CRISLA laser-enrichment process, making future prospects and spending difficult to assess. Developing a commercial laser-enrichment facility is expected to require substantially more capital than the IPO will provide. The company expects to seek additional funding through equity or equity-linked offerings, loans, commercial collaborations (including licenses or joint ventures), and potentially government grants. Financing may not be available when needed; an inability to raise sufficient capital could cause the company to fail.

The company has never declared or paid cash dividends and does not expect to do so in the foreseeable future. It intends to retain any future earnings to fund business development and growth. Any future dividend would be at the board’s discretion, taking into account earnings, capital needs, financial condition, and other relevant factors.

Capitalization and potential dilution

As of July 31, 2026, the company had $18.792 million of cash, $18.563 million of total liabilities, and $32.356 million of stockholders’ equity and total capitalization. Equity included $97.769 million of additional paid-in capital, offset in part by a $65.419 million accumulated deficit.

After giving effect to the subsequent exercise of options for 3.300 million shares, cash would be $21.319 million and stockholders’ equity and total capitalization would each be $34.884 million; liabilities would remain $18.563 million.

The proposed IPO assumes the sale of 2,833,334 shares at $6.00 per share, for approximately $17.000 million of gross proceeds. After approximately $1.190 million of underwriting discounts and allowance and $730,370 of estimated offering expenses, pro forma adjusted cash would be $36.399 million, and stockholders’ equity and total capitalization would each be $49.964 million. These are illustrative estimates and depend on the final offering price and terms.

Shares outstanding were 68.311 million actual shares as of July 31, 2026, including 2.250 million Starfire Industries shares subject to performance milestones and forfeiture; the count rises to 71.611 million after the option exercise and 74.445 million pro forma as adjusted after the offering, assuming no over-allotment.

The offering share count excludes substantial potential dilution: 198,334 Representative’s Warrant shares; 983,711 shares reserved under the 2026 Plan; 5.115 million shares underlying outstanding 2026 Plan RSUs; 6.268 million shares underlying 2023 Plan options; and 17.672 million shares underlying options outside the 2023 Plan.

At the assumed $6.00 IPO price, each $1.00 change in price would change adjusted cash, additional paid-in capital, equity, and capitalization by approximately $2.6 million. Each 100,000-share change in the number of shares offered would change adjusted cash, equity, and capitalization by approximately $0.6 million.

Offering and dilution

At the assumed IPO price of $6.00 per share, LIS plans to sell 2,833,334 shares, generating $17.0 million gross before underwriting discounts and offering expenses. Without the over-allotment, shares outstanding are expected to increase from 71,611,408 as of October 14, 2026 to 74,444,742.

As of July 31, 2026, historical net tangible book value (NTBV) was $30.529 million, or $0.46 per share, based on 66,061,408 shares; that calculation excludes 2,250,000 outstanding but unvested shares subject to forfeiture. The dilution table reports pre-offering pro forma NTBV of $0.48 per share. After the offering and estimated discounts and expenses, pro forma as-adjusted NTBV is approximately $48.3 million, or $0.67 per share. The offering increases NTBV by $0.19 per share for new investors, while IPO investors incur $5.33 per-share dilution; existing shareholders’ NTBV per share increases $0.02 from the pre-offering pro forma amount.

Without the over-allotment, existing holders would own 96% of post-offering shares while contributing 81.6% of total consideration; IPO investors would own 4% while providing 18.4%. Existing holders’ stated aggregate consideration is $75.293 million, or an average $1.05 per share, compared with $17.0 million at $6.00 per share for IPO investors. If underwriters exercise the full 425,000-share over-allotment at $6.00, pro forma as-adjusted NTBV rises to $0.70 per share, dilution to new investors falls to $5.30 per share, and existing holders and new investors would own 95.6% and 4.4%, respectively.

A $1.00 increase or decrease in the IPO price would change post-offering NTBV by approximately $2.6 million, or $0.04 per share, and change new-investor dilution by approximately $0.96 per share, assuming the number of offered shares is unchanged. Actual dilution will depend on the final price and offering terms.

Potential additional dilution

The stated post-offering share count excludes 198,334 shares underlying the representative’s warrant; 983,711 shares reserved for future issuance under the 2026 Plan; 5,115,000 shares underlying outstanding 2026 Plan RSUs; 6,268,007 shares underlying options under the 2023 Stock Option Plan; and 17,672,000 shares underlying options outside that plan. The company also warns that certain granted options could cause further dilution. In addition, 2,250,000 Starfire Industries shares included in outstanding shares are subject to performance milestones and forfeiture if the milestones are not met.

Business, development, and market outlook

LIS is an early-stage uranium-enrichment developer with no product revenue from inception through July 31, 2026. It does not expect meaningful revenue for several years, if ever, until its CRISLA laser-enrichment technology is demonstrated, licensed, and commercialized. It has no EUP offtake agreements or future fuel purchase agreements, so future demand and the ability to contract on favorable terms remain uncertain. Accumulated net losses from inception on December 31, 2021 through July 31, 2026 were $65.418743 million.

Development is proceeding across several phases. Phase 1 laboratory work aims to re-demonstrate and optimize CRISLA; Phase 2 develops and tests industrial-scale equipment. LIS converted an industrial CO₂ laser to a CO laser for Phase 2 testing and is renovating its 150 Americus Property. Phase 3 work is preparatory—site and licensing work, Pilot Plant planning, and conceptual LEU-3 design—with no Phase 3 testing or LEU-3 construction begun. Phase 4 has not started.

LIS received a Tennessee Radiological Material License in December 2025 for specified laboratory-scale activities at its Oak Ridge Test Demonstration Facility. UF₆ was delivered in October 2026, with experiments expected to begin before year-end. The NRC approved the facility security plan in October 2026, but it becomes active only after a successful operational readiness review. LIS still needs an NRC license to construct and operate a commercial enrichment facility. It is preparing the LEU-3 application, targeted for submission in Q1 2027; the company estimates NRC review could take about 18 months, with timing and outcome uncertain.

The company expects Phase 1 to continue through 2027, Phase 2 through 2028, and Phase 3 through 2030. The Pilot Plant is targeted for operational readiness around 2030, with planned annual output of approximately 50 metric tons of LEU and 0.5 million SWU. LEU-3 operations are targeted around 2033, with initial capacity of approximately 3.0 million SWU per year, potentially expandable to 5.0 million. The Pilot Plant plus expanded LEU-3 would represent approximately 5.5 million SWU annually. These plans depend on technical success, financing, approvals, construction, market conditions, and operating performance.

LIS is pursuing patented, U.S.-origin CRISLA technology for conventional and advanced reactors, including potential HALEU applications. The technology was demonstrated experimentally in the early 1990s but never commercialized; LIS attributes this to geopolitical, supply-demand, pricing, and financing conditions. Its planned Project FUEL is on LIST Island, a 206-acre company-owned brownfield site in Oak Ridge, Tennessee, adjacent to the historic K-25 enrichment site. LIS sees potential support for domestic enrichment from nuclear expansion and the Prohibiting Russian Uranium Imports Act of 2024, subject to exceptions and waivers.

Citing the UxC Report, LIS notes U.S. operable nuclear capacity of approximately 99 GWe as of March 31, 2026, with 2045 projections of approximately 114 GWe in a low case and 135 GWe in a high case. Projected U.S. SWU requirements range from approximately 11 million to 39 million in 2045, versus current domestic enrichment capacity of less than 5 million SWU per year—a projected shortfall of approximately 6 million to 35 million SWU annually, depending on the scenario. Reactor deployment, restarts, energy-security policy, electricity demand (including data centers and AI), and new nuclear technologies will influence actual demand.

Operating results and spending

For the three months ended July 31, 2026, R&D expense increased 24% to $1.940 million from $1.565 million. CRISLA laboratory expense was $1.708 million from $0.376 million, while other-process laboratory expense was $0.233 million from $1.189 million.

For the nine months ended July 31, 2026, R&D expense rose 344% to $11.446 million from $2.578 million, reflecting expanded personnel and technical work. CRISLA laboratory expense was $10.073 million from $0.619 million; other-process laboratory expense was $1.374 million from $1.959 million. Nine-month R&D included $5.022 million of equity compensation, versus $0.490 million a year earlier. Approximately $3.0 million reflected 750,000 shares issued to Starfire Industries and immediately vested; approximately $2.022 million related to consultant shares. Another 2.25 million shares may be issued to Starfire upon milestones, subject to forfeiture; no expense has been recognized for them.

Three-month G&A increased 71.4% to $2.579 million from $1.504 million, primarily from personnel, professional fees, travel, conferences, and software and IT. Nine-month G&A rose 65% to $15.783 million from $9.560 million, including approximately $5 million of higher payroll and consulting costs and $0.352 million of higher legal, audit, and accounting fees. G&A equity compensation was $5.453 million from $4.857 million. Nine-month net loss was $29.6880 million versus $18.2478 million.

For FY2025, R&D was $3.874 million versus $1.424 million in FY2024, and G&A was $11.878 million versus $10.219 million. FY2025 net loss was $21.5393 million versus $13.6807 million. Interest and government contract income were incidental, not product revenue: nine-month interest income was $0.741 million versus $0.835 million, and FY2025 included $1.157 million of interest and $0.256 million of Air Force/DOE contract income.

Liquidity, cash flows, and funding

At July 31, 2026, cash was approximately $18.8 million and working capital approximately $14.9 million, down from approximately $33 million and $32 million, respectively, at October 31, 2025. Under its current plan, including planned capital expenditures, cash is expected to fund operations only into Q1 FY2027. LIS estimates approximately $74 million of cash needs for the 12 months ending July 31, 2027: $18 million for operating expenses, $28 million for CRISLA laboratory work, $4 million for other proprietary processes and systems, and $24 million for scaled-facility development.

Nine-month operating cash used was $14.8194 million versus $5.4242 million. Investing cash used was $24.8759 million versus $1.0749 million, principally including approximately $8 million for LIST Island, $6.1 million for the 150 Americus land and building, and $9 million of LEU-3 pre-construction, design, and development costs. Capital expenditures were not separately quantified. Financing cash provided was $25.2577 million versus $26.7668 million; current-period sources included $24.2267 million of private-placement proceeds and $1.1790 million from option exercises, offset by $0.1480 million of deferred offering costs. Net cash decreased $14.4376 million, compared with a $20.2677 million increase in the prior-year period. The placements included approximately $17 million gross proceeds in January 2026 at $3.50 per share and approximately $7 million in March 2026 at $4.00 per share.

These funding needs and the absence of revenue raised substantial doubt about going concern before management’s plans. Management concluded that the doubt is alleviated by its ability to defer or sequence discretionary spending—including scaled-facility development and a substantial portion of CRISLA laboratory work—so existing cash can cover nondiscretionary expenses and commitments for at least one year. LIS expects to seek equity or debt financing, strategic investment, commercial arrangements, or other funding; availability and acceptable terms are uncertain, and equity issuance would dilute shareholders. Spending estimates may change with project timing, scope, construction costs, regulation, performance, or acquisitions.

Other risks and commitments

Commercialization depends on re-demonstrating CRISLA, scaling it economically, obtaining approvals, securing customers and funding, and managing specialized equipment availability and lead times. UF₆, HF, CO laser gas, radioactive waste, and enrichment operations require stringent safety, environmental, security, storage, disposal, and decommissioning controls; incidents or noncompliance could cause harm, penalties, liability, disruption, or reputational damage. NRC, DOE, and other security or classification requirements may increase cost and complexity.

LIS carries $1.6795 million of indefinite-lived in-process R&D for laser isotope separation technology, capitalized in part for potential alternative uses in stable-isotope separation. It is not amortized during development and is tested for impairment at least annually and when indicators arise. No impairment indicators were reported at July 31, 2026, though abandonment or adverse technical, regulatory, or funding developments could result in a charge up to its carrying value. The company also leases approximately 7,000 square feet of Oak Ridge headquarters space for $7,000 per month under a 10-year lease running September 2, 2024 through September 1, 2034, with access to approximately 7,000 additional square feet for the test facility. Following the offering, LIS expects to remain an emerging growth company and intends to use the JOBS Act extended transition period for adopting new accounting standards.

Business, technology and development status

LIS is a pre-revenue, early-stage developer of laser-based uranium enrichment. It has generated no revenue and incurred cumulative net losses of $65.419 million from inception on December 31, 2021 through July 31, 2026; cumulative R&D investment was approximately $10.7 million through that date. Its plan relies primarily on private capital, strategic investment and future commercial arrangements. Government programs and incentives are supplemental, not assured sources for ongoing operations or commercial-facility development.

LIS’s core technology is CRISLA, a U.S.-origin process covered by an issued patent. The company claims its continuous-wave laser architecture can simplify equipment and achieve greater per-stage separation than centrifuges, potentially reducing the number of stages and facility requirements. A 1993 demonstration reported an enrichment factor of 6.7, versus approximately 1.25 for centrifuges. However, an independent March 2025 assessment found CRISLA met TRL 4 elements but did not fully meet TRL 5 or 6. The process has not been commercialized, and continuous operation, reliability, scalability and projected cost advantages remain unproven. Prior laser-enrichment efforts also failed to reach commercial operation, despite substantial development investment.

The four-phase roadmap is underway only in its early stages. Phase 1, expected through 2027, is focused on re-demonstrating and optimizing CRISLA; laboratory testing has begun. Phase 2, expected through 2028, is intended to test industrial-scale equipment; LIS converted an industrial CO₂ laser to a CO laser and is renovating its 150 Americus property, but industrial-scale experimental testing had not yet commenced as of the prospectus. Phase 3 remains preparatory, including site, licensing and design work; no Phase 3 R&D testing or construction has begun. The Pilot Plant is targeted for operation around 2030 at approximately 50 metric tons of LEU and 0.5 million SWU annually. Phase 4 contemplates a commercial LEU-3 Facility on the company-owned 206-acre LIST Island site in Oak Ridge, targeted for around 2033. Planned capacity is initially approximately 3.0 million SWU annually, with potential expansion to 5.0 million SWU (approximately 500 metric tons of LEU annually). The Pilot Plant and expanded facility together would represent approximately 5.5 million SWU annually, if built and operated as planned.

LIS estimates LEU operating costs of approximately $16.87 per SWU, LEU-3 capital expenditure of approximately $1.37 billion, and combined capital and operating costs of approximately $30 per SWU at planned combined capacity, versus cited historical centrifuge levelized costs of approximately $60 per SWU. These are projections based on unproven technology and assumptions; disclosed annual operating-cost estimates of approximately $92.8 million and $84.4 million do not reconcile. Separately, LIS announced a goal to invest $1.38 billion in its future commercial-scale facility.

Market, funding and commercial relationships

LIS sees potential demand from nuclear-power growth, energy security, AI/data-center electricity needs and U.S. efforts to diversify fuel supply, including the 2024 prohibition on Russian-produced unirradiated LEU imports, subject to exceptions and waivers. Citing a 2026 industry report, the company estimates U.S. 2045 SWU requirements of approximately 11 million to 39 million, compared with current domestic enrichment capacity below 5 million SWU annually. These projections do not guarantee customers or demand for LIS; established competitors have operating facilities, licensing histories, customer relationships and mature supply chains.

Existing cash may support a prioritized subset of Phase 1 and 2 work, but the broader development plan—especially commercial licensing, construction and operation—requires substantial additional capital. LIS is one of six participants in a DOE ten-year LEU-related contract with a $3.4 billion aggregate ceiling across all awardees, not LIS alone; orders depend on task awards, and the contract does not fund facility construction or operations. LIS completed a DOE report task order with a $515,000 ceiling and reported $181,042 in DOE accounts receivable as of July 31, 2026. DOE’s January 2026 awards of $2.7 billion to three more technologically advanced companies illustrate that participation does not assure material funding. A fully funded $74,866 Air Force SBIR Phase I award likewise provides no commitment to later funding. LIS has also pursued a potential package of more than $200 million in state and local incentives, but benefits remain conditional and no incentive support had been received.

NANO Nuclear, a related party and early investor, invested approximately $2.0 million in LIS. Their collaboration framework contemplates NANO supplying UF₆ feedstock and LIS providing enriched and deconverted product, with reciprocal preferred-customer status and potential shared development costs and intellectual property. Definitive commercial terms—including pricing and cost allocation—remain unsigned, and the parties may terminate without cause on at least 90 days’ notice. LIS also issued Starfire Industries 3.0 million common shares at $2.00 per share for customized laser development and supply; 750,000 shares vested at issuance, with the balance tied to technical milestones through 2031 and subject to forfeiture if milestones are missed. Enveniam provides project integration and technical support on a cost-plus basis.

Regulatory and execution risks

Tennessee issued a radiological-material license in December 2025 for specified laboratory work. UF₆ was delivered in October 2026, with experiments expected before year-end. The NRC approved the test facility’s security plan, which becomes active only after an operational-readiness review. Commercial construction and operation require a separate NRC license; LIS expects to submit its LEU-3 application in Q1 2027 and estimates review may take approximately 18 months, but neither timing nor approval is assured. Further permits, environmental review and stringent nuclear safety, security and safeguards requirements apply. Commercialization also depends on successful testing, financing, construction, supplier development and customer qualification. LIS has one issued CRISLA patent, expected to expire February 2, 2037; its broader IP protection also relies on trade secrets and contractual controls.

Management and leadership

Co-founder and Chairman Jay Jiang Yu became CEO in August 2025, after serving as president through July 2025. Co-founder Christo Liebenberg, who was CEO from September 2023 through July 2025, became president and chief technical advisor in August 2025. The transition puts a founder with capital-markets experience in the CEO role while retaining Liebenberg’s laser-enrichment expertise in a technical advisory capacity. Liebenberg’s work on the CRISLA laser-enrichment process and the Global Laser Enrichment test-loop facility is directly relevant to the company’s enrichment efforts.

Other executives include CFO Ewurama Rhule, appointed in January 2025; CTO Viktor Chikan, appointed in December 2024; and COO Lloyd Jollay, appointed in February 2026 after managing UF6 handling systems. Their disclosed experience includes laser and advanced-technology research, nuclear safety, material management, and fuel-cycle operations. Yu also has outside business roles as founder and chairman of NANO Nuclear and CEO of I Financial Ventures Group; the section does not describe related conflicts or arrangements.

Board and governance

The board has four directors: one executive and three independent directors, whom the company says meet applicable SEC and Nasdaq requirements. Independent directors include Atul Sabharwal, appointed in June 2024, with digital-media and business-development experience; Jason S. Mencher and Eric Forte, both appointed in October 2026, with environmental/land-use and mortgage-finance backgrounds, respectively. Mencher’s expertise may be relevant to siting and permitting; the disclosed director backgrounds overall extend beyond nuclear technology.

The three independent directors serve on the Audit, Compensation, and Nominating and Corporate Governance Committees. Sabharwal chairs Audit and Compensation; Mencher chairs Nominating and Corporate Governance. The Audit Committee oversees financial reporting, the external auditor, accounting issues, controls, and financial-risk exposures. The Compensation Committee oversees executive pay and incentive plans and has adopted a clawback policy for qualifying accounting restatements. The board oversees management’s risk assessment and management through committee and management reporting.

The company plans to adopt a written Code of Business Conduct and Ethics on or before completion of the offering and post it on its website, with specified amendments or waivers disclosed online or in SEC filings. It reports no family relationships among directors and executive officers, no specified compensation-committee interlocks or insider participation, and— to its knowledge—no specified criminal, bankruptcy, regulatory, securities-law, or self-regulatory-organization proceedings or sanctions involving directors or executive officers during the prior 10 years.

Executive Advisory Board and compensation

The eight-member Executive Advisory Board is intended to advise management on nuclear-energy and uranium-enrichment markets, potential applications and commercialization of LIST technology, partnerships, regulation and safeguards, government and commercial funding, and policy. Members may also facilitate industry and government contacts. Its stated expertise spans military and defense, energy policy, nuclear security and safeguards, federal initiatives, UF6 handling, laser enrichment, nuclear energy, and corporate initiatives. Appointments include Junaid Razvi, Senior Advisor in Nuclear Energy since May 2024, with advanced-reactor, fuel-manufacturing, research-reactor, medical-isotope, and international-cooperation experience; Dennis Garratt, Chairman of the Laser Enrichment (CRISLA 2G Canada) advisory board since May 2024, with uranium-processing, fluorine-chemistry, and CRISLA patent experience; and Tom Blees, Head of Corporate Initiatives since June 2023, with energy-policy and advanced-nuclear experience. Randall Beatty also has fuel-cycle, enrichment, and international-cooperation experience. The filing reports no resulting contracts, funding, commercialization milestones, or other performance measures.

Advisors serve as independent contractors, not employees. Agreements generally run 12–48 months, may be terminated early, and allow other engagements. Reported advisory-board cash compensation was $192,000 as of July 31, 2026; $248,000 as of October 31, 2025; and $114,000 in 2024; the filing does not clarify the apparent period or basis differences. Certain members received fully vested options at grant: John M. Paxton Jr., 125,000 at $0.75 (granted August 13, 2024; expires August 13, 2028); John M. Shimkus, 75,000 at $0.75 (August 1, 2024; expires August 1, 2028); and Brent Park, 50,000 at $3.00 (November 10, 2025; expires November 10, 2031). Separately, Beatty received 200,000 common shares at $0.30 per share, Razvi 40,000 at $0.75, Garratt 30,000 at $0.75, and Blees 80,000 at $0.13 for consulting services.

The company may face ordinary-course legal or administrative claims; proceedings could impose substantial costs and divert management time and resources regardless of outcome. No financial statements, operating results, liquidity data, or material operating developments are provided in this section.

Executive and director compensation

FY2025 compensation reflects the transition of Jay Jiang Yu, Christo J. Liebenberg, and Viktor Chikan from consulting arrangements to employee roles effective December 1, 2024. The executives shown had no salary reported for FY2024. Yu’s total reported compensation fell to $2.690 million from $6.515 million, mainly because option-award grant-date fair value declined to $1.960 million from $6.095 million and reported consulting fees declined to $170,000 from $420,000. Yu’s consulting fees were paid through I Financial, which he solely owns and directs, creating a related-party compensation connection. Some fees for FY2024 consulting services were paid in FY2025.

Liebenberg’s FY2025 compensation was $804,233, versus $587,066 in FY2024; FY2025 included $290,000 salary, $489,931 in option awards, and $24,302 other compensation. CFO Ewurama Rhule received $150,201 ($101,208 salary and $48,993 in options); Chikan received $211,862 ($197,083 salary and $14,779 other compensation); and COO Lloyd Jollay received $86,667 salary for work as Manager of UF6 Handling Systems. No bonuses, non-equity incentive compensation, or nonqualified deferred-compensation earnings were reported. Option-award values are ASC 718 grant-date fair values, not cash paid.

Employment agreements for Yu, Liebenberg, and Chikan began December 1, 2024, have three-year initial terms with automatic one-year renewals, and permit discretionary bonuses. They are at-will, subject to notice requirements; Liebenberg and Chikan are expected to work approximately 40 hours weekly, while Yu’s time commitment is based on what is reasonably required. Rhule’s and Jollay’s agreements are also at-will and require approximately 40 hours weekly. The company sponsors no executive retirement plans.

For FY2025, reported director stock awards were $184,214 for Michele A. Perlin and $146,979 for Kerry Sebree; Atul Sabharwal reported no compensation. In FY2024, stock awards were $30,138 for Sabharwal and $321,469 for Sebree, with none reported for Perlin. Other listed compensation categories were nil or blank. Executive directors receive no director-service compensation; non-executive directors have individual cash-and-equity agreements, generally with equity vesting conditioned on continued service. The agreements are intended to run two years but may be terminated early, and the filing does not specify their cash amounts. Although stock-award values were reported, the filing states that no common-stock equity-award issuances to executive officers or directors occurred in FY2025 or FY2024.

Equity awards and dilution

On October 14, 2026, the board approved 2.03 million RSUs for executives: Yu 1.38 million, Liebenberg 250,000, Chikan 150,000, Jollay 150,000, and Rhule 100,000. One-third vests on each of the first three grant anniversaries, subject to continued service. These grants post-date FY2025. The same date, 50,000 RSUs each were approved for directors Sabharwal, Perlin, and Sebree, vesting in three equal annual installments subject to continued service. Perlin and Sebree resigned October 19, 2026; the filing does not say what ultimately happens to their unvested awards. Each RSU represents one common share; the shares were issued in reliance on Securities Act Rule 701.

As of the prospectus, Yu held 15.4 million fully vested options granted outside company option plans through I Financial: 7.4 million at $0.75 (expiring May 29, 2044), 4.0 million at $0.75 (September 1, 2030), 2.0 million at $1.80 (January 6, 2031), and 2.0 million at $3.00 (November 10, 2031). Under the 2023 Stock Option Plan, fully vested options included Liebenberg’s 2.005 million (1.125 million at $0.75, 500,000 at $1.80, and 380,000 at $3.00); Rhule’s 125,000 (50,000 at $1.80 and 75,000 at $3.00); Chikan’s 50,000 at $3.00; and Jollay’s 180,000 at $3.00. Options with November 10, 2025 grant dates were granted after FY2025. The 2023 Plan terminated when the 2026 Plan became effective; existing awards remain outstanding, but no shares remain available for future issuance under the 2023 Plan.

Director options were also listed as vested, with no unvested options indicated. Sabharwal’s 75,000 options at $0.75 were fully exercised for 75,000 shares in March 2026. Perlin held listed options of 250,000 at $0.75, 188,000 at $1.80, and 100,000 at $3.00. Sebree held 40,000 at $0.38; 500,000 and 300,000 at $0.75; 50,000 and 100,000 at $1.80; and 25,000 at $3.00. Listed expirations range from November 2027 to November 2031. Mencher and Forte joined the board October 19, 2026; no options are listed for them. The fully vested nature of awards, alongside the later RSU grants, makes dilution and incentive-award governance significant considerations.

2026 Equity Incentive Plan and tax provisions

The 2026 Plan initially authorizes 6,098,711 shares: 3,000,000 new shares plus 3,098,711 shares remaining under the 2023 Plan when the new plan took effect. Beginning January 1, 2028, the pool increases annually through January 1, 2036 by the lesser of 5% of shares issued and outstanding at the preceding year-end or a lower amount set by the board or committee. Incentive stock options are capped at 10,000,000 shares. The 10-year plan permits options, stock appreciation rights, restricted stock and units, performance awards, dividend equivalents, and other stock- or cash-based awards; incentive options are limited to employees. The plan allows awards settled in cash or forfeited, canceled, or terminated to generally return to the pool, but not for further incentive options.

Options and stock appreciation rights generally require an exercise price at least equal to grant-date fair market value; incentive options for holders of at least 10% require at least 110%. Option terms are generally capped at 10 years, or five years for those incentive options. The administrator has broad authority over award terms, vesting, acceleration, and performance measures. Non-employee director compensation is capped at $1.0 million in the first calendar year of appointment and $750,000 in later years. Repricing options or stock appreciation rights requires shareholder approval.

In a change of control, awards are generally assumed or replaced; if the successor declines, awards generally vest fully, restrictions lapse, and performance awards are treated as achieved at target, subject to administrator discretion. This can accelerate compensation expense and dilution. The plan is subject to company clawback policy and applicable law, and the company intends to register plan shares on Form S-8.

Tax consequences include ordinary income to recipients and potential company deductions when nonqualified options or stock appreciation rights are exercised, or other awards are recognized or paid. Change-in-control acceleration may trigger parachute-payment limits on company deductions and a 20% federal excise tax for recipients. Noncompliant awards subject to Section 409A can result in ordinary income at vesting, an additional 20% federal tax, and premium interest. Options and stock appreciation rights generally avoid Section 409A only if priced at least at grant-date fair market value; RSUs generally must be settled within the specified two-and-one-half-month period.

Principal Stockholders

Ownership is concentrated among CEO and Chairman Jay Jiang Yu and I Financial Ventures Group LLC, which Yu controls. Their reported holdings overlap and should not be added together.

Before the offering, based on 71,611,408 shares outstanding as of October 14, 2026, I Financial beneficially owned 20,200,000 shares (24.04%). Assuming no underwriters’ over-allotment, the post-offering denominator is 74,444,742 shares, and I Financial would retain the same number of shares, representing 23.26%. Yu beneficially owned 21,800,001 shares (25.95%) before the offering and would own 25.10% afterward. His total includes 1,600,001 shares held directly, in addition to his control of I Financial.

All eight directors and executive officers as a group beneficially owned 26,933,935 shares, or 31.18% before and 30.19% after the offering. President Christo J. Liebenberg owned 4,405,000 shares (5.98% before; 5.76% after). Other reported holdings were Viktor Chikan, 313,334 shares; Lloyd Jollay, 180,000; Atul Sabharwal, 105,000; and Ewurama Rhule, 130,600.

Beneficial-ownership figures include qualifying options exercisable within 60 days. I Financial’s 20,200,000 shares comprise 7,800,000 shares held of record—including 3,000,000 shares received upon exercise of vested options in October 2026—and 12,400,000 shares issuable upon exercise of vested options within 60 days. Liebenberg’s holdings comprise 2,400,000 shares held and 2,005,000 shares issuable upon exercise of vested options within 60 days.

The post-offering share-count denominator increases by 2,833,334 shares, assuming no over-allotment. Both the pre- and post-offering denominators include 2,250,000 shares issued to Starfire Industries that remain subject to performance milestones and may be forfeited and cancelled if the milestones are not met on time.

Equity Awards and Offering Interest

On October 14, 2026, the company granted 2,080,000 restricted stock units under its 2026 Plan: Yu, 1,380,000; Liebenberg, 250,000; Rhule, 100,000; Chikan, 150,000; Jollay, 150,000; and independent director Sabharwal, 50,000. Each grant vests in thirds on the first, second, and third anniversaries, subject to continued service.

Yu and Liebenberg each indicated interest in purchasing up to $250,000 of shares in the offering at the IPO price; these were indications of interest, not stated commitments. The ownership concentration, option holdings, performance-based shares, and new RSU grants are relevant to prospective dilution and governance.

Related-party relationships and transactions

NANO Nuclear Technologies, Inc. NANO Nuclear purchased 2,666,667 LIST common shares at $0.75 per share on August 8, 2024, providing LIST with $2.0 million. The companies share a founder and executive: Jay Jiang Yu is LIST’s CEO and Chairman and NANO Nuclear’s President, Secretary, Treasurer and Chairman. LIST leases office and laboratory space in Oak Ridge, Tennessee, from NANO Nuclear under a 10-year lease at $7,000 per month. Lease payments were $63,000 for the nine months ended July 31, 2026, $105,000 in FY2025 and $0 in FY2024. The companies amended and restated their Joint Development Agreement on September 8, 2026.

Executive compensation and equity

For the nine months ended July 31, 2026, Yu received $373,333 in salary. His FY2025 compensation comprised $170,000 in consulting fees, $440,000 in salary and a $120,000 bonus; he received $420,000 in consulting fees in FY2024. Five fully vested option grants to Yu covered 16.2 million shares and had aggregate grant-date fair value of approximately $11.27 million. He exercised 800,000 options for $300,000 in March 2026 and 3 million for $2.25 million in October 2026. On October 14, 2026, he received 1.38 million RSUs, vesting in thirds over three years subject to continued service.

Other executive salaries for the nine months ended July 31, 2026 were $290,000 for President and Chief Technical Advisor Christo Liebenberg, $122,500 for CFO Ewurama Rhule, $167,083 for CTO Viktor Chikan and $195,000 for COO Lloyd Jollay. FY2025 compensation was $24,302 in consulting fees and $290,000 in salary for Liebenberg; $101,208 for Rhule; $14,779 in consulting fees and $197,083 in salary for Chikan; and $86,667 for Jollay. Liebenberg also received $135,000 in consulting fees in FY2024. These executives received fully vested options and October 2026 RSU grants; their RSUs totaled 550,000 shares.

Fully vested options were granted to related officers, directors, former directors, consultants and affiliates at exercise prices from $0.375 to $3.00 per share, with grant-date fair values determined using Black-Scholes. October 14, 2026 RSUs for executives and directors generally vest in equal thirds on the first three anniversaries, subject to continued service.

Other related-party dealings

Former director Michele Perlin received a $100,000 legal-services retainer in FY2025, which was fully used; nothing was outstanding at October 31, 2025, and the engagement ended. She received no director fees in the nine months ended July 31, 2026 or FY2025. Director Kerry Sebree and director Atul Sabharwal also received no director fees in the reported periods. Entities affiliated with Sebree received fully vested options: Brixton Holdings for 550,000 shares (aggregate grant-date fair value approximately $249,911) and Cake Holdings for 400,000 shares (approximately $218,537). Sabharwal exercised 75,000 options for $56,250 in March 2026.

Former CEO and NANO Nuclear CEO James Walker received consulting fees of $0 for the nine months ended July 31, 2026, $50,000 in FY2025 and $0 in FY2024; his consulting term was extended for one year effective May 1, 2026. Former CFO and NANO Nuclear CFO Jaisun Garcha received consulting fees through his wholly owned entity of $0, $160,000 and $73,200, respectively, for those periods; his term was also extended for one year effective May 1, 2026. Walker exercised 300,000 options for $240,000 and Garcha exercised 550,000 for $442,500 in February 2026.

Consultant and CRISLA co-founder Jeff Eerkens received $90,000 for the nine months ended July 31, 2026, $120,000 in FY2025 and $90,000 plus $1,692 in expense reimbursements in FY2024; all amounts had been paid by July 31, 2026. Yu’s sibling Jared Yu received consulting payments through Udyr Tech of $90,000, $120,000 and $71,000 for the nine-month 2026 period, FY2025 and FY2024, respectively. Payments through Financial Buzz Media Networks were $0, $250,000 and $525,000, respectively. Jared Yu’s affiliate also received fully vested options; he exercised 160,000 shares for $60,000 in March 2026. Perlin’s sibling received no cash compensation but was granted fully vested options through Perlin Consulting. New hires Jason Mencher and Eric Forte had received no cash compensation or securities as of the prospectus date.

Yu and Liebenberg each expressed nonbinding interest in purchasing up to $250,000 of IPO shares at the public offering price. Any such purchases would reduce shares available to the public; the shares would be subject to affiliate resale restrictions under Rule 144 and a 180-day underwriter lock-up.

Related-party transaction policy

The board intends to adopt a policy requiring the Audit Committee to review the material facts of covered transactions and approve or reject them, subject to limited exceptions. Its considerations include whether terms are no less favorable than those generally available from an unaffiliated third party in similar circumstances and the related person’s degree of interest. Transactions requiring SEC disclosure will be disclosed under applicable rules. Covered persons include directors, executive officers, director nominees, holders known to beneficially own more than 5% of a voting-security class, specified immediate family and household members, and entities in which such persons are employed, serve as a general partner, principal or similar role, or hold at least 5% beneficial ownership of a voting-security class. The company’s related-party transaction definition covers transactions exceeding $120,000 in a fiscal year in which a related person has a material interest.

Capital stock, issuance history, and governance

Capital structure and potential dilution

A 1-for-2.5 reverse stock split took effect April 22, 2024, and share and per-share amounts are presented retroactively adjusted. The company initially reduced authorized common shares from 200 million to 80 million, then amended its articles on June 15, 2024 to authorize 275 million common shares and 25 million preferred shares. Total authorized capital remained 300 million shares, with $0.0001 par value for each class.

As of October 14, 2026, 71,611,408 common shares were outstanding and no preferred shares were outstanding. The common share count includes 2.25 million shares issued to Starfire Industries, subject to milestone-based vesting and forfeiture if milestones are missed. Common shareholders have one vote per share.

Potential additional dilution includes options for 6,268,007 shares under the 2023 Stock Option Plan and 17,672,000 shares under plans outside it, plus 5,115,000 shares underlying outstanding RSUs under the 2026 Plan and 983,711 shares reserved for future RSU grants. No options had been granted under the 2026 Plan as of the prospectus date. The underwriters’ representative is also to receive a warrant for up to 198,334 shares at $6.90 per share, based on an assumed $6.00 IPO price. It is exercisable from the first day of the seventh month after the offering closes through its fifth anniversary.

Equity issuance history and related-party transactions

The company has repeatedly issued shares for financing, services, acquisitions, and option exercises. Private placements included 4.929663 million shares for C$246,483 in March 2023 and 5.491392 million for C$686,424 in August 2023. In 2024, it issued 1.740756 million shares for $1.305567 million in March, followed by 2.666667 million shares to NANO Nuclear for $2.0 million and 11.425178 million shares to other investors for $8.5688835 million in August. December 2024 investors received 12.539646 million shares for $22.571386 million. In 2025, investors received 3.976764 million shares for $11.930292 million.

In 2026, January issuances included 285,714 shares to a Titan affiliate for $1.0 million and 4.599682 million shares to investors for $16.098912 million; March investors received 1.781945 million shares for $7.127780 million. These proceeds indicate higher per-share pricing than the March and August 2024 placements: approximately $4 per share in March 2026 versus $0.75 per share in those 2024 placements.

Other issuances include 4.0 million shares to I Financial, wholly owned by CEO and Chairman Jay Jiang Yu, in 2022, and 2.600001 million shares to Yu and consultant Jaisun Garcha for services. In 2023, former CRISLA shareholders received 4.8 million shares at closing, with another 3.2 million shares contingent on four milestones; consultants and advisors received 1.2 million shares for services, including 800,000 to James Walker, then NANO Nuclear’s CEO and a director. The company issued approximately 1.005 million shares to consultants and advisors for services during May–August 2024.

In March 2026, 2.039 million shares were issued upon option exercises, including exercises by Yu’s I Financial, Garcha, Walker, Udyr Tech LLC, and independent director Atul Sabharwal. Udyr Tech is controlled by Jared Yu, the CEO’s sibling. Further exercises produced 30,000 shares in July, 300,000 in September, and 3.0 million shares to I Financial in October. The company also issued 3.0 million shares to Starfire, subject to conditions in a strategic investment agreement. These issuances and share-based compensation contribute to dilution; transactions involving executives, relatives, consultants, and related parties also raise governance and conflict-of-interest considerations. The issuances were described as exempt from Securities Act registration under specified exemptions.

Transfer restrictions and governance

Directors, officers, affiliates, and the company are generally subject to 180-day post-offering lock-ups, subject to exceptions and underwriter consent. Certain non-insider holders owning at least 0.5% before the offering face staged sale limits: 25% of their shares after 90 days, another 25% after 120 days, and the remaining 50% after 180 days.

The board may issue preferred stock without shareholder approval and determine its voting, dividend, conversion, redemption, and liquidation rights. Authorized but unissued common shares may also be used without shareholder approval, including for financing, acquisitions, and employee plans. These powers provide flexibility but could dilute existing holders or complicate a change of control. Bylaws permit a board of 1–15 directors; vacancies are generally filled by remaining directors, and removing incumbent directors generally requires two-thirds of voting power. Cumulative voting is not permitted, and advance-notice requirements apply to shareholder proposals and nominations. Nevada law generally restricts certain business combinations with 10%-or-greater interested shareholders for three years, subject to exceptions; the company has opted out of Nevada’s control-share acquisition provisions.

The company has applied to list on Nasdaq under “LIS,” but completion of the offering depends on final Nasdaq approval, which is not assured.

Shares Eligible for Future Sale

LIS had no public trading market before its IPO, and the company cautions that an active, liquid market may not develop or continue. Sales—or expectations of sales—of substantial amounts of stock could put downward pressure on the share price and make future equity financing more difficult. Because the IPO initially creates a limited public float, the expiration of resale restrictions could also result in concentrated selling.

At the assumed IPO midpoint of $6.00 per share, and assuming the underwriters do not exercise their over-allotment option, 74,444,742 common shares are expected to be outstanding after the offering. The 2,833,334 shares sold in the IPO are generally expected to be freely tradable immediately, except for shares purchased by affiliates, which remain subject to Rule 144 restrictions.

Lock-ups and staged resales

Executives, directors, their affiliates, and the company are subject to 180-day lock-ups, with customary exceptions and possible release by the underwriters. The company’s lock-up also restricts sales of shares and convertible securities, registration statements, and debt offerings other than a traditional bank line of credit, temporarily limiting financing flexibility. Underwriters may consent to releases at any time without public notice. Additional shares may generally become eligible for sale beginning 181 days after the prospectus, subject to applicable restrictions, including Rule 144 for affiliates.

Certain non-executive, non-director holders with at least 0.5% ownership face leak-out limits measured from the day before Nasdaq trading begins: they may sell 25% of their holdings after 90 days, another 25% after 120 days, and the remaining 50% after 180 days.

Rule 144 and stock-plan shares

Non-affiliates generally may resell restricted shares after six months if current public information about LIS is available, or after one year without that condition. Affiliates may sell after the applicable six-month holding period, subject to Rule 144 requirements. Their three-month volume limit is the greater of 1% of shares outstanding—approximately 744,447 shares immediately after the offering—or the average weekly Nasdaq trading volume during the preceding four weeks. Affiliate sales are also subject to manner-of-sale, notice, and public-information requirements.

Rule 701 stock-plan shares are subject to the lock-ups. After those restrictions expire, non-affiliates may generally resell beginning 90 days after the registration statement becomes effective, subject to Rule 144 manner-of-sale provisions; affiliate resales remain subject to Rule 144 limits.

U.S. Federal Income Tax Consequences to Non-U.S. Holders

The company has never declared or paid cash dividends. If it makes a cash or property distribution after the offering, the distribution generally will be treated as a dividend to the extent of the company’s current or accumulated earnings and profits. Any excess first reduces the holder’s tax basis in the shares, but not below zero; any remaining amount is generally treated as capital gain.

Dividends paid to non-U.S. holders generally are subject to 30% U.S. withholding tax, unless a lower treaty rate applies and the holder provides the required IRS Form W-8 documentation. Dividends effectively connected with a U.S. trade or business generally are exempt from withholding but are taxed at graduated U.S. rates. A corporate holder may also be subject to a 30% branch profits tax, potentially reduced by an applicable treaty.

Non-U.S. holders generally are not subject to U.S. federal income tax on gains from selling or otherwise disposing of shares, except where the gain is effectively connected with a U.S. trade or business; an individual holder is present in the United States for at least 183 days during the tax year and other conditions apply; or the shares are treated as a U.S. real property interest.

The company believes it is not, and will not become, a U.S. real property holding corporation (USRPHC), but cannot assure this because the determination depends on the relative fair market values of its U.S. real property and other assets. If the company becomes a USRPHC and its shares are regularly traded, a holder generally would be affected only if it owns, or is treated as owning, more than 5% of the shares during the relevant period.

Dividend payments may also be subject to 24% backup withholding unless the holder establishes an exemption. Backup withholding is creditable against the holder’s tax liability and is not an additional tax. The company generally reports dividend payments and related withholding to the IRS annually.

FATCA generally imposes 30% withholding on dividends paid to non-compliant foreign financial institutions and certain non-financial foreign entities that fail to provide required ownership information or establish an exemption. This withholding generally applies even when another treaty or Code exemption might otherwise apply, although refunds or credits may be available in some circumstances. Proposed regulations eliminate FATCA withholding on gross proceeds, but remain subject to change.

The discussion is limited to general U.S. federal income tax rules for non-U.S. holders. It excludes numerous special investor categories and many state, local, foreign, gift, and estate tax matters, and is not tax advice. Tax authorities may change, potentially retroactively; the company has not sought an IRS ruling, so the conclusions are not assured.

Underwriting and offering terms

Titan Partners Securities LLC is the representative of the underwriters. The prospectus assumes an offering price of $6.00 per share, but the base share count and related underwriting-table amounts are blank in the prospectus text. The underwriters are committed to purchase all shares in the base offering, but not shares available under the over-allotment option.

The underwriters may purchase up to 425,000 additional shares, equal to 15% of the initial offering, within 30 days. If exercised in full, total public-offering proceeds are estimated at $19.55 million and net proceeds to the company at approximately $17.5 million, based on the assumed price. Underwriting compensation includes a 6.5% discount and a separate 0.5% non-accountable allowance on gross proceeds. Estimated offering expenses are approximately $730,370, excluding those amounts. The company also agreed to reimburse reasonable underwriter expenses up to $200,000 ($150,000 for legal and $50,000 for non-legal expenses); if the offering does not close, reimbursement is capped at $50,000. A $20,000 expense advance will be credited against accountable expenses, with any unincurred amount returned.

Titan will receive warrants for up to 198,334 shares, equal to 7.0% of base-offering shares, exercisable at $6.90 per share (115% of the assumed IPO price). They become exercisable on the first day of the seventh month after closing and expire on the fifth anniversary. Subject to stated conditions and FINRA rules, if investors introduced by Titan participate in a financing within 12 months after the IPO closes, Titan may also receive 6.5% of the financing’s gross proceeds, warrants for 7% of securities issued, and expense reimbursement.

Insider participation, resale restrictions and trading risks

On December 10, 2025, a Titan affiliate subscribed for 285,715 shares in a private placement for $1,000,002.50. The shares are restricted from resale under securities laws. CEO and Chairman Jay Jiang Yu and President and co-founder Christo J. Liebenberg each expressed nonbinding interest in buying up to $250,000 of IPO shares at the offering price. Any such purchases would reduce the shares available to public investors. Affiliate shares are subject to Rule 144 restrictions and a 180-day lock-up.

The company, directors, officers and affiliates are subject to lock-ups, subject to customary exceptions and underwriter consent. Existing holders of at least 0.5% who are not insiders may sell 25% of their holdings after 90 days, another 25% after 120 days, and the remaining 50% after 180 days. Titan’s representative warrants and underlying securities are restricted from transfer and hedging for 180 days. Underwriters may over-allot, short, stabilize or repurchase shares; these activities may temporarily influence the market price and can be discontinued at any time.

No public market existed before the offering. The company intends to list on Nasdaq, and the offering will not close unless Nasdaq’s initial listing criteria are satisfied and the application is accepted. There is no assurance that an active market will develop or that the shares will trade at or above the IPO price.

Jurisdictional offering restrictions

The securities are subject to jurisdiction-specific offering and resale restrictions and are not being broadly offered through registered public offerings in the jurisdictions described. Sales are generally limited to qualified, accredited, institutional, professional or otherwise specified investors, or to transactions exempt from local prospectus requirements; resales must also comply with applicable local securities laws. In Canada, purchasers generally must be accredited investors and permitted clients. In Japan, the offering relies on a private-placement exemption for Qualified Institutional Investors, with resale restrictions. In the UK, distribution is limited to qualified or other relevant persons and qualifying circumstances. Offers in the listed EEA countries and several other jurisdictions are similarly restricted to eligible investors or exempt transactions. The securities have not been approved or registered for public distribution in various jurisdictions, including Israel, Italy, Switzerland and the UAE; they will not be publicly offered in Switzerland or listed on a Swiss exchange. The filing also states that the underwriter is exempt from specified Canadian underwriter-conflict disclosure requirements for this offering.

• Legal counsel: Parsons Behle & Latimer (Reno, Nevada) will pass upon the validity of the common stock offered. Ellenoff Grossman & Schole LLP (New York, New York) will handle certain other legal matters for the company, and Lucosky Brookman LLP (Woodbridge, New Jersey) represents the underwriters.
• Other disclosures: This section reports no financial metrics, material business developments, or specific legal risks.

Independent Auditor

WithumSmith+Brown, PC audited LIS’s consolidated balance sheets as of October 31, 2025 and 2024, and its consolidated statements of operations, stockholders’ equity, and cash flows for the fiscal years ended October 31, 2025 and 2024. The auditor’s report is dated June 22, 2026. The company includes the financial statements in the prospectus and registration statement in reliance on that report.

This section provides no financial results, business developments, or specific audit qualifications.

Where You Can Find Additional Information

LIS does not currently file periodic reports with the SEC. Upon completion of the offering, it will become subject to the Exchange Act’s reporting requirements, including filing periodic reports and proxy statements.

The prospectus forms part of the company’s S-1 registration statement and does not include all information contained in that registration statement. Descriptions of contracts and other documents are qualified by the documents filed as exhibits.

After the offering, LIS expects to make its SEC filings available free of charge on its website as soon as reasonably practicable after filing or furnishing them. This section provides no financial metrics, operating developments, or specific business risks.

LIS Technologies Inc. — Financial statements summary

Business and operating performance

LIS is developing patented infrared laser isotope-separation technology for uranium enrichment, medical and research isotopes, and semiconductor and quantum-computing applications. The company has generated no revenue to date and expects no meaningful revenue until development, regulatory licensing, and commercialization are completed. It reports as a single operating segment; accordingly, there are no segment revenue or profit figures to present.

For Q3 FY2026, revenue remained $0. Operating loss was $4.519 million, compared with $3.069 million in Q3 FY2025; net loss narrowed to $4.299 million from $6.373 million. Higher G&A expense ($2.579 million, from $1.504 million) and R&D expense ($1.940 million, from $1.565 million) widened the operating loss. The smaller net loss reflected no Q3 fair-value charge on acquisition consideration, versus a $3.840 million charge a year earlier.

For the nine months ended July 31, 2026, revenue was $0, with no revenue-generating cost of revenue reported. Operating loss widened to $27.229 million from $12.138 million, and net loss widened to $29.688 million from $18.248 million. G&A expense rose to $15.783 million from $9.560 million, and R&D expense to $11.446 million from $2.578 million. The nine-month fair-value charge on acquisition consideration was $3.200 million, down from $7.200 million; other income was $0.741 million, versus $1.090 million. Basic and diluted loss per share was $0.47, compared with $0.35; weighted-average diluted shares were 62.557 million, versus 52.188 million.

Balance sheet, investment, and cash flow

At July 31, 2026, total assets were $50.919 million, compared with $37.746 million at October 31, 2025; total stockholders’ equity was $32.356 million, compared with $26.164 million. Goodwill was $0 at both dates. Intangible assets other than goodwill consisted of $1.680 million of in-process R&D (IPR&D), up from $1.241 million; tangible equity, after subtracting goodwill and reported intangibles, was $30.677 million. Total liabilities were $18.563 million, versus $11.583 million, including $12.800 million of acquisition consideration payable in equity and $4.868 million of current liabilities. Working capital was $14.881 million.

Net PP&E increased to $28.989 million from $2.026 million, while cash fell to $18.792 million from $33.229 million. PP&E included $8.012 million for LIST Island land, $246,819 for land at 150 Americus Avenue, a $5.929 million Americus building, $3.761 million of construction in progress at 203 Victorius, and $11.041 million of LEU-3 Facility construction in progress. No depreciation had been recorded because depreciable assets had not been placed in service. LIS acquired LIST Island land and began capitalizing development costs for its planned LEU-3 facility; physical construction had not begun by July 31. It also purchased the Americus property for $6.160 million in cash, with total capitalized cost of $6.176 million; the building requires renovation.

Nine-month operating cash outflow was $14.819 million, compared with $5.424 million in 9M FY2025. Capital expenditures were $24.876 million, versus $1.075 million; $2.087 million of current-period PP&E additions remained in accounts payable and accrued liabilities. Financing provided $25.258 million, including $24.227 million from common-stock issuance and $1.179 million from option exercises, compared with $26.767 million in the prior-year period. Cash decreased $14.438 million during 9M FY2026, ending at $18.792 million; in 9M FY2025, cash increased $20.268 million and ended at $36.897 million.

Funding, dilution, and acquisition obligations

Common shares outstanding increased from 56.575 million at October 31, 2025, to 68.311 million at July 31, 2026. The company raised $17.099 million from a Series B sale of 4.885 million shares at $3.50 and $7.128 million from a Series C sale of 1.782 million shares at $4.00. Nine-month equity-based compensation totaled $10.475 million, versus $5.347 million; it included $5.453 million in G&A and $5.022 million in R&D, with the R&D amount including $3.000 million for vendor shares. At July 31, 32.74 million potential shares were excluded from diluted EPS as anti-dilutive, including options, vendor performance shares, and contingent acquisition shares.

The 2023 CRISLA asset acquisition included $1.241 million allocated to IPR&D. The IPR&D carrying value reached $1.680 million, with no impairment indicators reported. The associated 3.2 million contingent shares are payable in four 800,000-share tranches if milestones are achieved; their fair value increased the amount payable to former shareholders from $9.600 million to $12.800 million. Any potential cash payment, capped at $10 million and reduced by the value of shares issued, is not expected by management given its estimate of the shares’ future value. Former shareholders are also entitled to royalties equal to 5% of annual net sales when earned. The contingent consideration is a material noncash obligation valued using Level 3 assumptions.

Liquidity and outlook

LIS has recurring losses and negative operating cash flows since inception, an accumulated deficit of $65.419 million, and substantial ongoing facility and laboratory investment. Under its current plan, including planned capital expenditures, existing cash is expected to fund operations only into Q1 FY2027. The filing states that these conditions raise substantial doubt about the company’s ability to continue as a going concern before considering management’s plans. Management intends to seek equity or debt financing, strategic investment, commercial arrangements, or other capital; it also believes discretionary facility and laboratory spending can be deferred or sequenced if financing is delayed. Management concluded these actions alleviate substantial doubt for at least one year after issuance, though financing availability and terms remain uncertain.

Subsequent events included the CEO and Chairman’s exercise of 3.0 million options at $0.75 per share, generating approximately $2.25 million, and October grants of 5.115 million RSUs with multi-year vesting, adding potential dilution. Historical tax-return finalization increased IPR&D and its deferred tax liability by $438,946 and reduced deferred tax assets and the related valuation allowance by approximately $2.6 million, with no income-statement impact.

LIS Technologies — FY2025 financial statements

LIS Technologies remains a pre-commercial developer of laser isotope-separation technology, pursuing applications in low-enriched and high-assay uranium, medical and scientific isotopes, and semiconductor and quantum-computing markets. It reported no revenue in FY2025 or FY2024 and remains loss-making, with operations and its longer-term strategy dependent on financing.

Results and cash flows

For the fiscal year ended October 31, 2025, general and administrative expense rose 16.2% to $11.8782 million from $10.2191 million, and research and development expense increased to $3.873605 million from $1.424 million. The operating loss widened 35.3% to $15.7518 million from $11.6431 million. A $7.2 million loss from the change in fair value of contingent acquisition consideration, versus $2.101826 million in FY2024, added volatility. Other income was $1.412487 million, up from $0.064157 million, including $1.1566 million of interest income. Net loss increased 57.4% to $21.5393 million from $13.6807 million. Basic and diluted loss per share was $0.40, compared with $0.50, as weighted-average shares rose to 53.3059 million from 27.6192 million.

Net cash used in operating activities was $8.3450 million in FY2025 versus $3.1982 million in FY2024; capital expenditures were $1.8220 million versus $0.203877 million. Financing provided $26.7667 million in FY2025, compared with $19.5994 million in FY2024. Year-end cash increased to $33.2293 million from $16.6296 million. Accumulated deficit was $35.7307 million, versus $14.1914 million.

Financial position and investment

At October 31, 2025, total assets were $37.7462 million, compared with $18.6485 million a year earlier; total stockholders’ equity was $26.1636 million, compared with $15.5891 million. Goodwill was $0 at both dates. Intangible assets other than goodwill consisted of $1.240586 million of in-process research and development (IPR&D) at each date. The acquired IPR&D is indefinite-lived while under development, is not amortized, and had no reported impairment indicators at year-end.

Property, plant and equipment increased to $2.025847 million from $0.203877 million, primarily reflecting construction in progress; no depreciation was recorded because the assets were not yet in service. Current liabilities rose to $1.491593 million from $0.124983 million. Working capital was $32.4538 million, compared with $16.5046 million.

Financing, dilution and contingent consideration

FY2025 financing included $11.9303 million raised by selling 3,976,764 Series A shares at $3.00 each. The Angel Round closed in December 2024: 12,539,646 shares were issued at $1.80 for $22.5714 million; $7.7350 million of subscriptions had been received by October 31, 2024, with a further $14.8364 million received in November and December 2024. FY2024 Seed Round proceeds were $11.8745 million from 15,832,601 shares at $0.75. Shares outstanding increased from 40.058657 million at the start of FY2025 to 56.575067 million at year-end. The company completed a 1-for-2.5 reverse split in April 2024 and later increased authorized common shares from 80 million to 275 million.

Equity-based compensation was $5.3471 million in FY2025, versus $8.7944 million in FY2024. FY2025 grants comprised 5.457 million options, all immediately vested; at year-end, 24.712 million options were outstanding, vested and exercisable. Options were excluded from diluted EPS as anti-dilutive.

The August 2023 CRISLA asset acquisition included $1.2406 million allocated to IPR&D. Contingent consideration payable to former shareholders was valued at $9.6 million at year-end, using Level 3 fair-value assumptions; the related FY2025 fair-value loss was $7.2 million. The obligation includes 3.2 million shares tied to four milestones and a potential cash payment of up to $10 million, less the fair value of shares issued. Former shareholders are also entitled to royalties of 5% of annual net sales once earned.

Liquidity, taxes and subsequent events

Management said available working capital should cover obligations for at least 12 months after issuance, but expects continued support and additional equity financing to fund its long-term plans. The company reported negative operating cash flow, and its cash balances exceeded federally insured limits at both year-ends, creating bank-access and concentration risk.

No income tax expense was recorded in either year: deferred tax benefits were fully offset by valuation allowances. At October 31, 2025, gross deferred tax assets were $11.8292 million, including $4.0912 million for NOLs, $4.5395 million for stock-based compensation and $2.9586 million for contingent consideration; the valuation allowance was $11.6190 million. Management maintained a 100% valuation allowance, reflecting uncertainty about realizing most deferred tax assets. FY2025 NOL carryforwards were approximately $11.6 million federal, $13.7 million state and $15.6 million city; utilization may be limited by tax rules, including Section 382.

After year-end, the company raised $17.0989 million in January 2026 from 4,885,396 shares issued at $3.50, and $7.1278 million in March 2026 from 1,781,945 shares issued at $4.00.

The auditor issued an unmodified opinion on the FY2025 and FY2024 financial statements. Internal control over financial reporting was not audited, and no opinion on its effectiveness was expressed.