LIS LIS Technologies Inc S-1/A amended IPO prospectus section summaries

Proposed offering

LIS Technologies Inc. filed Amendment No. 1 to its Form S-1 on November 5, 2026, for a planned initial public offering (IPO) of 3,100,000 common shares.

The company has no prior public market for its shares and has applied to list on Nasdaq under “LIS.” The offering is contingent on Nasdaq approving the listing and will not proceed without that approval. The offering price, timing, listing approval, and any insider participation remain uncertain.

Underwriting and potential dilution

Underwriters will receive a 6.5% discount, a 0.5% non-accountable expense allowance, 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 will be exercisable at 115% of the IPO price, creating potential dilution. If the over-allotment option is exercised in full, the filing estimates total underwriting discounts of approximately $1.39035M and additional proceeds to LIS of $2.5947M before expenses.

Potential insider participation and investor profile

CEO and chair Jay Jiang Yu and President and co-founder Christo J. Liebenberg each indicated 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; insider-purchased shares would be subject to a 180-day lock-up and Rule 144 resale restrictions.

The filing characterizes an investment in LIS as speculative and high-risk. LIS qualifies as both an emerging growth company and a smaller reporting company and may therefore use reduced public-company reporting requirements.

Business and development plan

LIS Technologies is an early-stage uranium-enrichment company developing its patented CRISLA laser process. It has generated no revenue and accumulated net losses of $65.419 million from inception through July 31, 2026. CRISLA was experimentally validated in the early 1990s but has never been commercially deployed. LIS acquired CRISLA Inc. for $1.245434 million in 2023; the patent, filed in 2014 and published in 2019, was assigned to LIS in March 2024.

The company’s phased plan is to develop and optimize the technology, build industrial-scale equipment, prepare a pilot plant, and then construct a commercial facility:

Phase 3 work remains preparatory, while Phase 4 activities have not begun. The company has a 38,000-square-foot building at 150 Americus and leases office space from related party NANO Nuclear. Timelines and capacities are estimates contingent on technology progress, financing, regulatory approvals, construction and market conditions.

LIS says CRISLA excites a different UF₆ vibrational mode and uses continuous-wave lasers; it believes this could reduce system complexity and improve reliability and continuous operation. These are potential advantages, not demonstrated commercial performance. Industrial-scale performance, durability, cost efficiency and scalability remain unproven. Prior laser-enrichment efforts, including U.S. AVLIS after more than $2 billion of investment over roughly 20 years, did not reach commercial operation.

Market opportunity and potential support

LIS targets existing light-water reactors and developers of small modular and microreactors. UxC’s Q1 2026 report estimates U.S. enrichment requirements in 2045 could range from approximately 11 million to 39 million SWU annually, compared with current domestic capacity below 5 million SWU—an indicated supply gap of about 6–35 million SWU, depending on demand. The company also cites U.S. policies to expand nuclear power and the 2024 prohibition on Russian-origin unirradiated LEU imports, subject to exceptions and waivers. These forecasts and policy developments represent potential market drivers, not LIS sales or contracted demand.

LIS is one of six participants in a ten-year DOE LEU IDIQ contract. The DOE has approximately $3.4 billion in appropriated funding for domestic LEU and HALEU enrichment and announced $2.7 billion in task-order awards to three companies with high technology-readiness levels in January 2026. LIS’s participation does not guarantee task orders or compensation; the contract does not fund facility construction or operation, and the company says it does not currently rely on it for funding. A fully funded, firm-fixed-price $74,866 Air Force SBIR Phase I award supports defined research and reports only; it does not commit the government to future funding or procurement.

LIS has been offered, or is applying for, state and local incentives with estimated potential value exceeding $200 million over their life. Most are not finally awarded, are conditional, and may be reduced or clawed back; LIS had received no such monetary support as of the prospectus date.

Funding, collaborations and execution risks

LIS estimates a future commercial-scale Oak Ridge facility could require $1.38 billion. Current cash and other available capital can fund current operations and a scaled, prioritized subset of Phase 1 and Phase 2 work, but not all planned development, licensing, construction and operation. The company expects to seek equity or debt financing, strategic investment, commercial arrangements and other sources; activities may be deferred or sequenced to match available resources. It does not expect uranium-product sales revenue in the foreseeable future.

NANO Nuclear, which has common ownership and management with LIS, invested approximately $2.0 million in LIS. A September 2026 collaboration agreement outlines a possible fuel-chain relationship: NANO aims to develop conversion capabilities and supply UF₆, while LIS would enrich and deconvert it. However, pricing, responsibilities and profit sharing require a definitive agreement that has not been signed; no deconversion or fuel-fabrication R&D had been conducted as of the prospectus. The collaboration does not assure feedstock, commercial benefits or an integrated supply chain. CEO and Board Chair Jay Jiang Yu is also NANO’s Chairman and President and a material stockholder.

LIS received a Tennessee radiological-material license in December 2025 for certain laboratory-scale activities. UF₆ was delivered to Oak Ridge in October 2026, with experiments expected before year-end. The NRC approved the facility’s Standard Practice Procedures Plan in October 2026, but it becomes active only after a successful operational-readiness review. A separate NRC license will be required to construct and operate a commercial enrichment facility.

The company’s principal risks include its lack of revenue and substantial losses; unproven commercial-scale technology; major additional capital needs; potential delays and cost overruns; regulatory, nuclear-safety and environmental requirements; supply-chain concentration; long customer procurement cycles; and uncertainty around government awards and incentives. Additional risks include hazardous-material handling, cybersecurity and physical security, export controls, intellectual-property protection, dependence on specialized personnel and third parties, related-party conflicts, future dilution and stock-price volatility.

Public-company status

LIS qualifies as an emerging growth company based on the $1.235 billion annual-revenue threshold; that figure is a statutory qualification threshold, not LIS’s reported revenue. EGC status also ends upon specified time, debt-issuance or public-float triggers. The company uses scaled disclosure exemptions, including exemption from auditor attestation of internal controls, and has elected the JOBS Act extended transition period for new accounting standards. It is also a smaller reporting company and may continue using applicable scaled disclosures until relevant public-float and revenue thresholds are exceeded.

Offering terms and proceeds

LIS is offering 3,100,000 common shares on a firm-commitment basis at an assumed IPO price of $6.00 per share. Underwriters have a 30-day option to purchase an additional 465,000 shares; full exercise would bring the offering to 3,565,000 shares.

Net proceeds are estimated after underwriting discounts and offering expenses. LIS plans to use them for uranium-enrichment product and technology R&D, including laser and separator technologies; characterization, preparation and construction at the LIST Island site; system and component testing and integration; operational scoping, including transportation logistics and potential noise impacts; marketing and business development; and working capital and general corporate purposes, including regulatory compliance, intellectual-property protection, hiring and contractor retention. The planned uses primarily support development and site readiness, rather than an already described operating-scale deployment.

Shares and potential dilution

As of November 5, 2026, 71,611,408 shares were outstanding. Immediately after the offering, the expected totals are:

These totals exclude exercises of outstanding options and the representative’s warrant. Pre-offering shares include 2,250,000 shares issued to Starfire Industries, subject to performance-based vesting milestones and forfeiture or cancellation if the milestones are not met.

Additional potential shares excluded from the totals above are:

The representative’s warrant is compensation to the underwriters’ representative. It is exercisable from the first day of the seventh month after closing through the fifth anniversary, at 115% of the IPO price, and includes customary cashless-exercise provisions.

Other offering conditions and restrictions

CEO and Chairman Jay Jiang Yu and President and co-founder Christo J. Liebenberg each indicated nonbinding interest in purchasing up to $250,000 of shares at the IPO price. Any such purchases would reduce shares available to the public; the shares would be subject to affiliate resale restrictions and a 180-day lock-up.

LIS has applied to list on Nasdaq under “LIS.” The offering will not proceed without Nasdaq listing approval, and neither approval nor development of a trading market is assured. A 180-day standstill restricts specified equity and debt offerings and related transactions without Titan’s consent, subject to customary exceptions. Executive officers, directors and affiliates are subject to 180-day lock-ups; certain other holders of at least 0.5% are subject to staged leak-out limits over 90–180 days.

Operating results

LIS’s results were dominated by operating expenses and losses. In Q3 FY2026, the operating loss widened as both G&A and R&D increased, while the net loss narrowed year over year because the quarter had no fair-value loss on equity-settled acquisition consideration, compared with a $3.8400M loss in Q3 FY2025. For the first nine months, operating and net losses increased substantially, with R&D expense rising particularly sharply.

The fair-value loss on equity-settled acquisition consideration was $3.2000M in 9M FY2026, down from $7.2000M in 9M FY2025. FY2026 Q3 weighted-average shares were 66.0360M, versus 55.9196M in Q3 FY2025; 9M weighted-average shares were 62.5566M, versus 52.1881M.

Balance sheet and liquidity

At July 31, 2026, assets and stockholders’ equity were higher than at October 31, 2025, while cash had fallen following operating outflows and heavy investment in property and equipment. The increase in property, plant and equipment accompanied substantial capital spending. Acquisition consideration payable in equity and accounts payable and accrued liabilities also increased.

Cash flow, investment and funding

Operating cash outflow and cash capital expenditures increased materially in 9M FY2026. Financing provided $25.2577M in the period, principally from common-stock issuances; cash nevertheless decreased by $14.4376M to $18.7917M. An additional $2.0872M of PP&E additions was included in accounts payable and accrued liabilities.

Financing in 9M FY2026 also included $1.1790M from option exercises. Equity-based compensation, a significant noncash expense and source of dilution, was $10.4752M in 9M FY2026 versus $5.3471M in 9M FY2025; FY2025 compensation was $5.3471M versus $8.7944M in FY2024.

Shares and equity financing

Shares outstanding rose from 56.5751M at October 31, 2025 to 68.3114M at July 31, 2026; the July balance includes 2.2500M unvested shares subject to forfeiture. Issuances and equity compensation helped fund operations amid continuing losses and cash use.

Business stage, funding and commercialization

LIS is a pre-revenue uranium-enrichment company founded in December 2021. It has incurred losses since inception and does not expect revenue from uranium products or enrichment services until it develops, licenses, constructs and commercializes facilities—a process expected to take substantial time and capital. For the nine months ended July 31, 2026, LIS reported a $29.688 million net loss and $14.819 million of negative operating cash flow, with an accumulated deficit of $65.419 million. It expects losses and negative cash flows to continue and increase as it funds research and development, engineering, licensing, facility development, hiring and public-company costs.

LIS has relied on equity financing and expects to need substantial additional external capital, potentially hundreds of millions of dollars before meaningful revenue, if any. In January 2026, it announced a goal to invest $1.38 billion in a future flagship commercial-scale laser-enrichment facility at Oak Ridge’s historic K-25 site. Actual funding needs could be higher due to technical challenges, scope changes, inflation, supply constraints or regulation. Financing may be unavailable or costly: equity or convertible securities could dilute shareholders; debt could add interest, repayment obligations and restrictive covenants; and partnerships or licensing could require relinquishing technology or intellectual-property rights. Grants and government support are uncertain and may be subject to appropriations, policy changes or conditions, including government IP rights. A funding shortfall could delay, reduce or end development plans.

Technology, projects and market risks

LIS’s LIST process uses CRISLA laser isotope separation. An independent assessment placed the technology at TRL 4 in March 2025, and the company plans systems engineering, integration and testing at its Oak Ridge Test Demonstration Facility to try to reproduce and optimize results previously demonstrated on a limited scale in 1993. Replication is not assured, and laboratory results would not establish commercial-scale performance, reliability, throughput, product quality or competitive costs. Scale-up risks include equipment durability, contamination, thermal management, vibration, optical alignment, manufacturability and maintaining separation performance over prolonged industrial operation. Expected costs per SWU rely on assumptions that may prove inaccurate. TRL assessments are subjective and not standardized; failure to advance as planned could weaken investor confidence and access to capital. As an illustration of funding disparities, DOE’s LEU Acquisition Program awarded $900 million each to three companies assessed at high TRL, while LIS received a guaranteed award of up to $2 million, payable against agreed milestones.

LIS’s roadmap targets a pilot plant designed for approximately 50 metric tons of LEU and 0.5 million SWU annually, with operational readiness targeted around 2030. The LEU-3 Facility is expected around 2033; plans describe initial capacity of approximately 3.0 million SWU annually, potentially expanding to 5.0 million SWU, while another roadmap description targets a facility designed for approximately 500 metric tons of LEU and 5.0 million SWU annually. If the pilot and LEU-3 reach planned capacity, aggregate enrichment capacity could be approximately 5.5 million SWU annually. These are targets, not assured outcomes. Interdependent technology, financing, licensing, construction and commercial milestones create risks of delay, overruns, redesign, reduced capacity or cancellation. LIS anticipates submitting its NRC application in Q1 2027 and estimates review could take approximately 18 months after submission; timing and approval remain uncertain, and additional information, design changes, conditions or denial could increase costs or prevent commercialization.

Commercial prospects depend on volatile LEU demand, nuclear construction and restarts, utility inventories, government support, geopolitics and policy. Customer qualification and procurement can take years, and expressions of interest or preliminary agreements may never become binding contracts. Customer commitments may not match facility schedules, leaving LIS to spend before securing offtake or unable to supply when demand arises. Established centrifuge suppliers and emerging alternatives may have greater resources, experience, customer relationships and government support, enabling more competitive pricing and contract terms. Changes in fuel strategies, trade rules, nonproliferation frameworks or reliance on secondary supplies could also reduce demand. Potential LEU+ and HALEU markets have uncertain demand and deployment schedules.

Operations depend on timely UF₆ feedstock and a complex fuel-cycle supply chain—including uranium, conversion, reagents, cylinders, specialized equipment, transport, handling and storage. Concentrated suppliers, capacity limits, outages, quality issues, labor or logistics constraints, and geopolitical or regulatory disruptions could raise costs, delay production or impair deliveries.

Partners, regulation, safety and IP

LIS relies in part on related party NANO Nuclear for strategic, technical, engineering-integration and commercialization support. NANO invested $2 million in August 2024 for 2,666,667 LIS common shares. A Joint Collaboration Agreement amended and restated in September 2026 provides a framework for NANO to develop uranium-conversion capabilities and supply UF₆, and for LIS to provide enriched and deconverted UF₆. However, a contemplated definitive proceeds-sharing agreement had not been signed as of the prospectus date; pricing, profit splits, responsibilities and other terms remain unresolved. Failure to agree, or unfavorable terms, could delay commercialization or forfeit anticipated fuel-product sales opportunities.

Enrichment faces extensive NRC and Tennessee oversight, environmental permitting, safeguards, physical-security, transportation and export-control requirements. U.S. export controls may constrain foreign-person access, international collaborations, recruiting and overseas activity. If technology becomes classified or subject to heightened restrictions, secure facilities, systems and cleared personnel may be required; clearances may be delayed or denied and qualified staff may be scarce. Compliance requires continuing investment in safety, safeguards, quality, training and auditable controls. Violations or incidents involving UF₆, hydrogen fluoride or other hazardous, radioactive, toxic or corrosive materials could cause releases, remediation, litigation, fines, operating suspensions, stricter oversight, reputational damage or loss of licenses. Nuclear accidents, negative public sentiment or policy changes can also lead to opposition, permitting delays, project cancellations and weaker demand.

LIS identifies one owned patent, the CRISLA Patent (USPTO No. 10,319,486, published in 2019), and also relies on trade secrets, contracts and other protections. Patent challenges, limited international coverage, disclosure to partners, cybersecurity incidents, insider risk or difficulty enforcing confidentiality could weaken its technology advantage. Infringement claims or disputes with development partners over IP, data, licensing or commercialization rights could require costly litigation, licenses, operational changes or injunctions.

Company, offering and shareholder risks

LIS depends on CEO and Chairman Jay Jiang Yu, President Christo J. Liebenberg and specialized technical and compliance personnel. Yu beneficially owned approximately 25.95% of LIS as of November 5, 2026, expected to be approximately 25.10% after the offering without the over-allotment option. His roles at NANO and expected commitment of at least 40 hours per week there may create competing demands and conflicts. The company also warns of limited accounting staffing, inadequate segregation of duties, no internal audit function and incomplete public-company controls; failure to implement effective controls could increase reporting-error or fraud risks. Public-company obligations will raise costs and divert management attention.

After the offering, shares outstanding are expected to be 74,711,408 without, or 75,176,408 with, full exercise of the underwriters’ option. At an assumed $6.00 per-share IPO price and 3.1 million shares sold without over-allotment, investors would face expected immediate dilution of $5.31 per share. A small public float, potential sales after lock-ups, further equity issuance and extreme volatility could pressure the share price and future financing. No active trading market may develop or persist; management has broad discretion over offering proceeds, and LIS does not expect to pay dividends in the foreseeable future. Failure to meet Nasdaq listing standards could result in delisting. The company also warns of litigation, tax, insurance and indemnification exposures; existing insurance may exclude or inadequately cover nuclear, environmental, business-interruption or key-person losses, while required specialized coverage or financial assurance may be costly or unavailable. Its Nevada and federal forum provisions may limit shareholders’ choice of venue and increase litigation costs; enforceability is uncertain.

Forward-Looking Statements and Key Risks

LIS is an early-stage, pre-revenue uranium-enrichment company, and its business model and commercialization strategy have not yet been validated. Its prospects depend on re-demonstrating and optimizing the CRISLA process; developing industrial-scale enrichment equipment; designing, financing, fabricating, and integrating its laser enrichment system; and constructing and operating the Pilot Plant and LEU-3 Facility. The company ultimately aims to produce and sell enriched uranium products (EUPs) to utilities and advanced reactor companies.

The company’s plans face significant uncertainties. LIS must raise substantial additional capital, which may not be available on acceptable terms—or at all—and its estimates of expenses, future revenue, and capital requirements may prove inaccurate. Unanticipated requirements from the Nuclear Regulatory Commission or other regulators could create further barriers.

Operations also depend on protecting classified technology and maintaining facility and personnel security clearances. Unauthorized disclosure could result in suspension or termination of the facility clearance. Cyber incidents, data breaches, failures in implementing information technology, or an inability to obtain, maintain, or enforce adequate intellectual-property protection could further harm the business.

Forward-looking statements reflect estimates and assumptions only as of the prospectus date. Actual results may differ materially, and LIS generally undertakes no obligation to update these statements except as required by law.

Use of IPO proceeds and funding needs

LIS expects approximately $16.6 million in net IPO proceeds, based on an assumed offering price of $6.00 per share (the midpoint of the offering range) and excluding the underwriters’ over-allotment option. Each $1.00 change in the IPO price would change net proceeds by approximately $2.9 million, assuming the number of shares remains unchanged.

Management retains broad discretion to reallocate the proceeds and may use them for acquisitions, licenses, or investments in complementary technologies or businesses; LIS reported no current commitments for such transactions. Until funds are spent, the company intends to invest them in capital-preservation instruments, including short-term investment-grade interest-bearing instruments and U.S. government securities.

LIS is an early-stage company with a limited operating history and has adopted the legacy CRISLA laser-enrichment process, making its prospects and future expenditures difficult to assess. Its planned roadmap to a commercial laser-enrichment facility is expected to cost substantially more than the IPO proceeds. The company therefore anticipates needing substantial additional capital through equity or equity-linked offerings, loans, commercial collaborations (including licenses or joint ventures), and potentially government grants. LIS cautions that financing may not be available when needed and that an inability to raise additional capital could cause the company to fail.

LIS 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 decision to declare dividends would be at the board’s discretion, taking into account earnings, capital requirements, financial condition, and other relevant factors.

Capitalization and IPO assumptions

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. After the subsequent exercise of options for 3.3 million shares, pro forma cash and equity/total capitalization would increase; assuming the IPO is completed on the stated terms, cash and equity/total capitalization would increase further. Liabilities are unchanged in both scenarios.

The IPO-adjusted illustration assumes the sale of 3.1 million shares at $6.00 per share and approximately $2.035 million in underwriting discounts, a non-accountable allowance and offering expenses. These figures are estimates based on the assumed IPO price and terms. At that price, a $1.00 change in the offering price would change post-offering cash, additional paid-in capital, equity and total capitalization by approximately $2.9 million. A 100,000-share change in the number of shares offered would change cash, equity and total capitalization by approximately $0.6 million.

Shares and potential dilution

Assuming no underwriters’ over-allotment, estimated shares outstanding upon completion of the offering are 74,711,408: 71,611,408 shares outstanding as of November 5, 2026, plus 3.1 million IPO shares. The pre-offering count includes 2.25 million Starfire Industries shares subject to performance milestones and forfeiture and cancellation if the milestones are not achieved by specified deadlines.

The November 5 share count excludes 30,255,718 potential shares: 217,000 issuable under the Representative’s Warrant; 983,711 reserved for future issuance under the 2026 Plan; 5,115,000 underlying 2026 Plan RSUs; 6,268,007 underlying options under the 2023 Stock Option Plan; and 17,672,000 underlying options outside that plan. These potential issuances represent substantial potential dilution.

Offering dilution and capitalization

At the assumed $6.00 IPO price, LIS’s historical net tangible book value (NTBV) as of July 31, 2026 was $30.529 million, or $0.46 per share, based on 66,061,408 shares outstanding. That share count excluded 2,250,000 issued but unvested shares subject to forfeiture.

The offering assumes the sale of 3.1 million shares, producing $18.6 million of gross proceeds. After underwriting discounts and estimated offering expenses, pro forma as-adjusted NTBV would be approximately $49.8 million, or $0.69 per share, without exercise of the over-allotment option.

With full exercise of the underwriters’ 465,000-share over-allotment option, pro forma as-adjusted NTBV would be $0.72 per share, and new-investor dilution would be $5.28 per share.

Without the over-allotment, existing stockholders would own 96% of post-offering shares while contributing 80% of total consideration; IPO investors would own 4% while contributing 20%. Existing holders’ average consideration was $1.05 per share, compared with $6.00 per share for IPO investors. Full exercise of the over-allotment would bring existing holders’ ownership to approximately 95% and new investors’ ownership to approximately 5%.

For each $1.00 change in the offering price, assuming the share count is unchanged and there is no over-allotment, total pro forma NTBV would change by approximately $2.9 million, or $0.04 per share, and dilution to new investors would change by approximately $0.96 per share.

Shares and potential dilution

Post-offering shares are expected to total 74,711,408 without the over-allotment, based on 71,611,408 shares outstanding as of November 5, 2026, plus the 3.1 million offering shares. The later share count includes the 2.25 million milestone-based shares issued to Starfire Industries; those shares remain subject to forfeiture and cancellation if milestones are not achieved.

The stated post-offering share count excludes substantial potential dilution from securities and reserved shares:

• 217,000 shares underlying the representative’s warrant;
• 5,115,000 shares underlying outstanding RSUs;
• 6,268,007 shares underlying options under the 2023 Stock Option Plan;
• 17,672,000 shares underlying options outside that plan; and
• 983,711 shares reserved for future issuance under the 2026 Plan.

Exercise of stock options would cause further dilution.

Business status and development

LIS is an early-stage uranium-enrichment company developing its proprietary laser-based CRISLA process. It has generated no revenue or commercial production since inception through July 31, 2026, and expects no meaningful revenue for several years, if ever. Accumulated net losses were $65.4187 million. The company remains dependent on successfully demonstrating the technology, obtaining regulatory approvals, raising capital, and ultimately building and operating commercial facilities.

Development is proceeding in parallel: Phase 1 laboratory-scale testing and optimization and Phase 2 industrial-scale equipment testing and hardware development began in 2025. Phase 1 is expected to continue through 2027 and Phase 2 through 2028. Phase 2 work includes renovation of the 150 Americus Property and conversion of an industrial CO₂ laser to a CO laser for testing. Phase 3 remains preparatory—licensing, environmental characterization, Pilot Plant planning, and conceptual LEU-3 design—and no Phase 3 research, testing, or construction has begun.

The Pilot Plant is targeted for operational readiness around 2030, with planned annual production of approximately 50 metric tons of LEU and 0.5 million SWU. Phase 4, not yet commenced, would develop the commercial LEU-3 Facility at LIS’s 206-acre LIST Island brownfield site in Oak Ridge, with operations targeted around 2033. Plans describe initial capacity of approximately 3.0 million SWU annually, potentially expandable to 5.0 million SWU; another development-plan description specifies 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 per year. These are estimates subject to technical, regulatory, financing, construction, market, and operating risks.

LIS received a Tennessee Radiological Material License in December 2025 for certain laboratory-scale activities. A UF₆ cylinder was delivered in October 2026, with experiments expected to begin before year-end. The NRC approved the facility’s Security Plan for Protection of Classified Matter in October 2026, subject to a successful operational readiness review; this is not a commercial operating license. LIS anticipates submitting its LEU-3 NRC license application in Q1 2027 and estimates an approximately 18-month review after submission, with timing and outcome uncertain.

Results and expenses

Amounts in $ millions; Q3 is the three months ended July 31, and 9M is the nine months ended July 31.

Q3 R&D increased 24%, reflecting more internal and external personnel supporting CRISLA design, modeling, and technical analysis; the shift toward CRISLA more than offset lower spending on other systems. 9M R&D rose 344%, including $5.022032 million of equity-based compensation versus $0.489931 million. This included approximately $3.0 million for 750,000 common shares issued to Starfire Industries and immediately vested, and approximately $2.022032 million for shares issued to R&D consultants. A further 2,250,000 shares are issuable to Starfire upon defined performance milestones, subject to forfeiture; no expense has been recognized for them.

G&A rose 71.4% in Q3 and 65% for 9M, driven by personnel and consulting costs, professional fees, travel, and technology-related expenses. 9M G&A equity compensation was $5.453211 million, versus $4.857171 million. The prior-year periods also included incidental contract income: $0.181042 million from a DOE task and materials order in Q3, and $0.074866 million from a U.S. Air Force SBIR award in addition to the DOE amount for 9M. These contracts are not revenue from principal operations. Management expects additional public-company compliance costs after the offering.

Cash flow, liquidity, and funding

Higher R&D, regulatory, personnel, office, and professional costs drove the increase in operating cash use. Investing included approximately $8 million to purchase LIST Island, $6.1 million for the 150 Americus land and building, and approximately $9 million of year-to-date LEU-3 pre-construction, design, and development costs. Financing included $24.227 million from private placements and $1.179 million from option exercises. FY2025 operating cash use was $8.345 million versus $3.198 million in FY2024; investing cash use was $1.822 million versus $0.204 million, while financing cash provided was $26.767 million versus $19.599 million.

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. The company raised approximately $17 million gross in a January 2026 placement at $3.50 per share and approximately $7 million in a March placement at $4.00 per share. Management estimates approximately $74 million of cash requirements for the 12 months ending July 31, 2027: $18 million for operating expenses, $28 million for CRISLA laboratory expenses, $4 million for other proprietary systems, and $24 million for scaled-facility development. Under current plans, cash was expected to fund operations only into Q1 FY2027.

Before management’s plans to defer or sequence discretionary spending, the funding shortfall raised substantial doubt about the company’s ability to continue as a going concern. Management concluded that its ability to control spending—particularly scaled-facility development and a substantial portion of CRISLA laboratory work—alleviates substantial doubt for at least one year, subject to quarterly reassessment. LIS still expects to require substantial additional capital; financing may be unavailable or carry unacceptable terms, and equity or equity-linked financing would dilute existing holders.

Market opportunity and principal risks

LIS targets existing and advanced reactor markets, including SMRs and MMRs. Company-cited projections put U.S. nuclear capacity at approximately 114 GWe in 2045 in a low case and 135 GWe in a high case, compared with approximately 99 GWe operable at March 31, 2026. Projected U.S. SWU demand ranges from approximately 11 million to approximately 39 million annually, while domestic enrichment capacity is less than 5 million SWU, implying a potential annual supply gap of approximately 6–35 million SWU. The company sees potential support from nuclear growth and restrictions on Russian LEU imports enacted in 2024, subject to exceptions and waivers. It has no offtake or future fuel purchase agreements and remains years from commercial-scale production.

Specialized equipment availability and long lead times, licensing and security requirements, and handling UF₆, HF, CO laser gas, and radioactive waste could increase costs or delay operations. The business also faces technology-demonstration, financing, construction, demand, policy, and execution risks; the company may not complete development, obtain licenses, meet planned capacity or timelines, commercialize CRISLA, or achieve revenue or profitability.

LIS — Business and Development Overview

Business status and strategy

LIS is a pre-commercial uranium-enrichment developer pursuing its proprietary CRISLA laser process. It has no commercial production or sales and has incurred cumulative net losses of $65.418743 million from inception on December 31, 2021, through July 31, 2026. It reports investing approximately $10.7 million in technology R&D over that period. Development and commercialization depend on technical validation and scale-up, financing, facility construction, market conditions, and regulatory approvals.

CRISLA uses continuous-wave CO-laser excitation of UF₆ and gas-dynamic separation. LIS says its earlier experimental work achieved an enrichment factor of 6.7 per stage, compared with approximately 1.25 for centrifuges, potentially reducing the number of stages and equipment required. These are not demonstrated commercial results: a March 2025 independent assessment found the technology met TRL 4 criteria but did not fully meet TRL 5 or 6. LIS has not demonstrated commercial-scale performance, reliability, scalability, purity, or cost efficiency. Laser enrichment has not reached commercial operation despite decades of development; laboratory or pilot results may not predict commercial performance.

LIS is pursuing phased development, with Phases 1–3 planned concurrently:

If both facilities achieve their planned expanded capacities, aggregate capacity would be approximately 5.5 million SWU annually. These are targets, not assured outcomes; Phase 3 remains preparatory and Phase 4 activities have not begun. LIS owns a 206-acre brownfield site in Oak Ridge, Tennessee, for the planned facilities. The company estimates LEU-3 capital investment at approximately $1.37 billion–$1.38 billion and says it could create more than 200 direct jobs.

Testing, licensing, and funding

LIS received a Tennessee radiological-material license in December 2025 for laboratory-scale work at its Oak Ridge Test Demonstration Facility. It reported laboratory testing and optimization, industrial-equipment development, laser conversion work, and facility renovations. A UF₆ cylinder was delivered in October 2026, with experiments expected before year-end. The NRC approved the facility’s security program plan in October 2026, but it becomes active only after a successful operational-readiness review; it does not authorize commercial enrichment.

LIS is preparing an NRC application for LEU-3 and anticipates submitting it in Q1 2027. The company estimates NRC review at approximately 18 months, but timing and approval are uncertain. Construction and operation will also require permits and approvals, and the application must address extensive safety, security, environmental, and material-control requirements. LIS says it will not begin commercial facility construction or operations before receiving the required NRC license.

Current cash and available capital may support only a prioritized subset of Phase 1 and Phase 2 work, with activities deferred or sequenced. The broader development plan, particularly commercial facilities, requires substantial additional capital. LIS expects to pursue equity or debt, strategic investment, commercial arrangements and possibly government funding; none is assured, and its current plan does not depend on a particular government award.

LIS is one of six participants in a ten-year DOE LEU acquisition contract with a $3.4 billion aggregate ceiling across all awardees, not a committed award to LIS. Work requires separate task orders; the program does not fund facility construction or operation. LIS completed a DOE production-strategy task order with a $515,000 ceiling in 2025; its DOE receivable for that work was $181,042 as of July 31, 2026. LIS was not among the three companies awarded $900 million each in January 2026 for more advanced technologies. It also received a fully funded $74,866 Air Force/AFWERX Phase I contract, with no commitment to further awards. A Tennessee/local/TVA incentive package has estimated potential value exceeding $200 million, but most benefits remain conditional, and LIS had received no monetary support from those authorities as of the prospectus date.

Market, economics, and competition

LIS cites U.S. nuclear expansion and energy-security policies, including the 2024 prohibition on Russian-origin LEU imports subject to exceptions and waivers, as potential demand drivers. UxC estimates 2045 U.S. SWU requirements of approximately 11 million to 39 million annually, against current domestic enrichment capacity below 5 million SWU, implying a potential gap of approximately 6 million to 35 million SWU. The long-term SWU price was approximately $173 per SWU on January 1, 2026, described as a historical high. Demand, pricing, and LIS’s ability to capture the opportunity remain uncertain.

LIS estimates LEU operating cost at approximately $16.87/SWU, based on $84.4 million of annual operating costs divided by planned combined capacity of 5.5 million SWU. The filing also cites total annual operating costs of approximately $92.8 million, an apparent inconsistency. Its assumptions include 75% availability, electricity at $0.10/kWh, approximately 250 employees at average annual compensation of $130,000, and $13.5 million for HVAC, maintenance and other costs. The company estimates LEU-3 capital cost at approximately $13/SWU and combined operating and capital cost at approximately $30/SWU. These estimates depend on unproven technology, planned capacity and uncertain financing; established centrifuge suppliers have operating facilities, licensing histories, supply chains, and customer relationships.

Partners, intellectual property, and other risks

NANO Nuclear invested approximately $2.0 million in August 2024 for 2,666,667 LIS shares. Their amended collaboration framework contemplates NANO developing conversion capabilities and supplying UF₆, with LIS providing enriched and deconverted fuel. The parties have reciprocal preferred-customer status and may negotiate product sales, cost sharing, and jointly developed IP, but have signed no definitive commercial agreement; terms, timing, capabilities, and any resulting business remain uncertain.

LIS contracted with Starfire Industries to develop and supply customized lasers and with Enveniam for LEU-3 engineering and project support. Under the Starfire agreements, LIS issued 3,000,000 shares on March 24, 2026, at $2.00 per share; the shares are subject to milestone vesting and forfeiture, with 750,000 vested initially and three further 750,000 tranches tied to milestones through 2031.

LIS owns one issued CRISLA patent, expected to expire February 2, 2037, and relies on trade secrets and contractual protections for additional know-how. The company identifies technology scale-up, substantial financing needs, construction costs, lengthy licensing, safety and security requirements, export controls, competition, and changing nuclear-fuel markets as material execution risks.

Management and leadership

The section focuses on leadership, governance, and advisory arrangements; it does not present operating results or balance-sheet information. The executive team combines experience in laser isotope separation, uranium enrichment, nuclear-material handling and safety, and finance.

Co-founder Jay Jiang Yu has been Chairman since December 2021 and CEO since August 2025, following his service as President through July 2025. Co-founder Christo J. Liebenberg became President and Chief Technical Advisor in August 2025, after serving as CEO from September 2023 through July 2025. Ewurama Rhule has been CFO since January 2025, Viktor Chikan CTO since December 2024, and Lloyd Jollay COO since February 2026, after managing UF6 handling systems from July 2025 through January 2026.

Liebenberg brings more than 30 years of experience in laser systems and UF6 laser isotope separation, including work at Silex and ASML. Chikan has a background in lasers, nanomaterials, and EUV research; Jollay has more than 30 years in nuclear safety, materials management, fuel-cycle operations, and nuclear-material programs at Y-12. Rhule has more than 20 years in financial management, reporting, and operations. Yu brings capital-markets, fundraising, and corporate-advisory experience, alongside other business roles.

Board and governance

The board has four directors: Yu, the executive Chairman and CEO, and three independent directors—Atul Sabharwal, Jason S. Mencher, and Eric Forte. The section describes Sabharwal’s digital-media and business-development experience, Mencher’s environmental review and land-use planning background, and Forte’s real-estate law and mortgage-finance experience. The three independent directors serve on the Audit, Compensation, and Nominating and Corporate Governance Committees. The Audit Committee chair is identified as an SEC-defined audit committee financial expert.

The company says the combined CEO and Chairman role is appropriate. The full board oversees risk management, with committee-chair reports and updates from officers responsible for particular risks; management assesses and manages risks. The company has adopted an executive-compensation clawback policy that applies when material financial-reporting noncompliance requires an accounting restatement. It also states that no compensation-committee member has been a company officer or employee, and that no executive officer has served on the board or compensation committee of an entity whose executives serve on the company’s board or compensation committee.

The company plans to adopt a written code of business conduct and ethics by completion of the offering and to disclose certain future amendments or waivers. To its knowledge, no director or executive officer had the specified criminal, bankruptcy, regulatory, securities-law, or self-regulatory-organization proceedings or sanctions in the prior ten years. Ordinary-course legal or administrative claims may arise and could consume substantial costs and management time regardless of outcome.

Executive Advisory Board

The Executive Advisory Board provides advice on market trends and LIST technology applications; strategic partnerships and commercialization; licensing, safety, and international safeguards; government and commercial funding; and policy and regulatory developments. Its members contribute expertise in areas including uranium enrichment and fuel-cycle operations, advanced reactors and radioisotope production, uranium-processing chemistry and CRISLA laser enrichment, and international energy policy. Other advisors bring military, defense, government, laboratory, and nuclear-security experience. The disclosed role is advisory: the section does not establish that the board has operational authority or that its expertise has produced completed commercial or technical milestones.

Advisory members are independent contractors rather than employees. Agreements generally run 12–48 months, may be terminated early, and permit members to pursue other activities. Aggregate advisory-board compensation was $311,000 as of October 31, 2026, compared with $248,000 as of October 31, 2025 (approximately 25.4% higher).

Certain advisors received 350,000 common shares for services: Randall Beatty received 200,000 shares at $0.30 per share; Junaid Razvi 40,000 at $0.75; Dennis Garratt 30,000 at $0.75; and Tom Blees 80,000 at $0.13. Options vested in full on grant: Paxton received 125,000 and Shimkus 75,000, each with a $0.75 exercise price and an August 2028 expiration; Brent Park, through One Step Removed, LLC, received 50,000 options with a $3.00 exercise price and a November 2031 expiration, outside the company’s 2023 and 2026 plans. Beatty also received 50,000 RSUs on October 14, 2026, vesting in three equal annual installments. The section does not state the value or compensation expense associated with these equity awards.

Executive compensation

Reported compensation for the five named executive officers totaled $5.8983 million in FY2026, up 49.6% from $3.9427 million in FY2025. FY2026 totals include salary and ASC 718 grant-date fair values of option awards; those award values are not cash paid.

FY2026 compensation included salaries of $513,333 for Yu, $410,000 for Liebenberg, $166,250 for Rhule, $229,583 for Chikan and $260,000 for Jollay. Reported option-award values were $3.2172 million, $611,274, $120,646, $80,431 and $289,551, respectively. The filing reports these FY2026 award values while also stating that no options were granted to named executive officers during the year. FY2025 totals included Yu’s $120,000 bonus and $170,000 of other compensation, Liebenberg’s $24,302 of other compensation, Chikan’s $14,779 in consulting fees, and Jollay’s $86,667 of manager salary before he became COO.

On October 14, 2026, the company approved 2.03 million RSUs for the five executives: Yu 1.38 million; Liebenberg 250,000; Chikan 150,000; Jollay 150,000; and Rhule 100,000. Each RSU represents one common share; one-third vests on each of the first three grant anniversaries, subject to continued service. The grants create potential dilution, but no share-value estimate is provided.

Yu also held 15.4 million fully vested options granted through I Financial, of which he is sole shareholder and director: 7.4 million and 4.0 million at $0.75, 2.0 million at $1.80, and 2.0 million at $3.00. Other disclosed fully vested executive options under the 2023 Stock Option Plan totaled 2.36 million: Liebenberg 2.005 million, Rhule 125,000, Chikan 50,000 and Jollay 180,000, with exercise prices of $0.75, $1.80 or $3.00. These are additional potential dilution; the filing does not provide current values for the options.

Equity plans and governance

The 2026 Equity Incentive Plan took effect upon shareholder approval and runs for up to 10 years. Its initial reserve is 6,098,711 shares, consisting of 3.0 million new shares plus 3,098,711 shares remaining under the terminated 2023 plan. Beginning January 1, 2028, the reserve may increase annually through January 1, 2036 by the lesser of 5% of shares issued and outstanding at the prior year-end or a smaller amount set by the board or committee. Incentive stock options are capped at 10 million shares. The plan allows options, stock appreciation rights, restricted stock and units, performance and other awards; award terms and vesting are largely set by the administrator. Options generally require an exercise price at least equal to grant-date fair market value and have a maximum 10-year term. The plan prohibits repricing underwater options or stock appreciation rights without shareholder approval and subjects awards to the company’s clawback policy and applicable law.

In a change in control, awards are generally assumed or replaced by the successor. If the successor does not assume or replace them, awards generally vest fully, restrictions lapse and performance goals are deemed met at target, subject to administrator discretion. The company intends to register shares issuable under the 2026 Plan on Form S-8.

Yu, Liebenberg and Chikan’s employment agreements began December 1, 2024, have an initial three-year term followed by annual renewals unless notice is given, and are at will. Rhule’s and Jollay’s agreements are also at will. The company reports no executive retirement-benefit arrangements and no material severance entitlement beyond compensation and benefits earned under the agreements.

Director compensation and awards

Executive directors receive no compensation for board service. Non-executive directors may receive cash and equity compensation under individual agreements, generally two years in duration but terminable early; equity is subject to vesting and continued service.

On October 14, 2026, three non-executive directors each received 50,000 RSUs, with one-third vesting on each of the first three anniversaries, subject to continued service. Perlin and Sebree resigned on October 19, five days after the grants; Sabharwal remained. The RSUs are rights to future shares, consistent with the disclosure that no common shares were issued as equity awards to executives or directors in FY2026 or FY2025. Shares underlying the director RSUs were unregistered and issued in reliance on Securities Act Rule 701. No options were issued to named non-executive directors in FY2026. Sabharwal exercised 75,000 options at $0.75 in March 2026 and received 75,000 common shares; disclosed options also include awards to former directors Perlin and Sebree.

Tax considerations

Change-in-control acceleration may cause awards to be treated as parachute payments, potentially making some amounts nondeductible to the company and subjecting recipients to a 20% federal excise tax. Noncompliant Section 409A awards can result in immediate ordinary-income recognition upon vesting, a 20% federal tax and premium interest. Deductibility and timing generally depend on award type, terms and when participants recognize ordinary income.

Principal stockholders

As of November 5, 2026, LIS had 71.611408 million common shares outstanding. Assuming the offering issues 3.1 million shares and there is no underwriter over-allotment, shares outstanding would increase to 74.711408 million. The ownership percentages below reflect that larger share base after the offering; the holders’ reported share counts remain unchanged.

Beneficial ownership percentages include shares subject to options exercisable within 60 days in the relevant holder’s calculation. Unvested RSUs are excluded from the stated share counts.

Yu controls I Financial as its sole shareholder and director. I Financial’s 20.2 million shares comprise 7.8 million shares held of record—including 3.0 million received upon exercising vested options in October 2026—and 12.4 million shares issuable upon exercise of vested options within 60 days. Yu’s beneficial ownership also includes 1.600001 million shares held directly. Liebenberg’s position includes 2.4 million shares held directly and 2.005 million issuable upon exercise of vested options.

On October 14, 2026, LIS granted 2.08 million RSUs to six executives and directors. Each award vests in equal thirds on the first three anniversaries of the grant, 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, on the same terms as other purchasers; these potential purchases are not included in the ownership table.

Ownership and voting influence are concentrated in Yu, including through his controlled investment vehicle. The offering modestly reduces existing holders’ ownership percentages, while the 2.25 million shares issued to Starfire Industries remain subject to performance milestones and may be forfeited and cancelled if those milestones are not met. The recent RSU awards also represent future equity-based compensation and potential dilution as they vest.

Related-party transactions and governance

NANO Nuclear purchased 2,666,667 LIS common shares on August 8, 2024, for $0.75 per share, providing LIS with $2.0 million. The companies have overlapping leadership: Jay Jiang Yu is LIS’s CEO and Chairman and NANO Nuclear’s President, Secretary, Treasurer and Chairman. LIS leases Oak Ridge office and laboratory space from NANO Nuclear under a 10-year lease at $7,000 per month. LIS and NANO Nuclear amended and restated their Joint Development Agreement on September 8, 2026.

All amounts due to Jeff Eerkens were paid by July 31, 2026. CEO Jay Yu’s sibling, Jared Yu, also received options and exercised 160,000 for $60,000 in March 2026. A former director’s sibling received no cash compensation during FY2024–FY2026 but was granted options through his entity.

Executive compensation and equity

Jay Yu received five fully vested option grants covering 16.2 million shares from November 2023 through November 2025, with exercise prices of $0.375, $0.75, $0.75, $1.80 and $3.00 and aggregate grant-date fair value of approximately $11.272 million. He exercised 800,000 options for $300,000 in March 2026 and 3.0 million for $2.25 million in October 2026. On October 14, 2026, he received 1.38 million RSUs, vesting in three annual installments subject to continued service.

FY2026 RSU grants, also vesting in thirds over three years subject to continued service, were 250,000 to Liebenberg, 100,000 to Rhule, 150,000 to Chikan and 150,000 to Jollay. Their fully vested options covered 2.005 million shares for Liebenberg (aggregate grant-date fair value approximately $1.553 million), 125,000 for Rhule (~$169,639), 50,000 for Chikan (~$80,431) and 180,000 for Jollay (~$289,551).

Other related parties and potential IPO participation

Former director Michele Perlin received a $100,000 legal retainer in FY2025, which was fully used for corporate legal work; the engagement concluded with no balance outstanding. She received 50,000 RSUs in October 2026. Former director Kerry Sebree received no director fees; options granted to him and affiliated entities Brixton Holdings and Cake Holdings totaled 1.015 million shares, with aggregate disclosed grant-date fair value of approximately $508,741. He also received 50,000 RSUs in October 2026. Director Atul Sabharwal received no director fees, exercised 75,000 options for $56,250 in March 2026 and received 50,000 RSUs in October 2026.

NANO Nuclear CEO James Walker received no consulting fees in FY2026, versus $50,000 in FY2025; he exercised 300,000 options for $240,000 in February 2026. NANO Nuclear CFO Jaisun Garcha received no consulting fees in FY2026, versus $160,000 in FY2025 and $73,200 in FY2024; he exercised 550,000 options for $442,500 in February 2026 and received 80,000 RSUs in October 2026. Both executives’ consulting agreements were extended one year effective May 1, 2026.

Jay Yu and Liebenberg each expressed nonbinding interest in buying up to $250,000 of IPO shares at the public offering price. Such purchases would reduce shares available to the public; insider shares are subject to Rule 144 resale restrictions and a 180-day underwriter lock-up.

LIS defines covered related-party transactions as involving more than $120,000 in a fiscal year and a related person with a direct or indirect material interest. Its planned policy would have the Audit Committee review material facts and approve or reject covered transactions, considering whether terms are no less favorable than comparable unaffiliated-party terms and the related person’s interest. SEC-reportable transactions would be disclosed under applicable rules. The described policy is planned; its adoption is not reported.

Capital stock, dilution and governance

A 1-for-2.5 reverse stock split took effect April 22, 2024, with share amounts retroactively adjusted and par value unchanged at $0.0001 per share. On June 15, 2024, authorized common shares increased from 80 million to 275 million and authorized preferred shares decreased from 100 million to 25 million, leaving total authorized shares at 300 million.

As of November 5, 2026, 71,611,408 common shares were outstanding, including 2.25 million shares issued to Starfire Industries subject to milestone-based vesting and forfeiture. No preferred shares were outstanding. Outstanding options and restricted stock units (RSUs) represent substantial potential dilution:

The 2026 Plan had not granted options as of the prospectus date. The outstanding awards total excludes both the future RSU reserve and the offering warrant.

Common-stock issuances

The company issued common shares for cash, services, acquisitions and option exercises, including transactions involving insiders and related parties. The principal cash issuances reported were:

Related-party and service issuances are also notable. In January 2022, 4.0 million shares went to I Financial, wholly owned by CEO and Chairman Jay Jiang Yu, and 2,600,001 shares went to Yu and Jaisun Garcha for services. The company issued another 1.2 million shares for consulting and advisory services in 2023, with additional service-related issuances in 2024.

For the CRISLA acquisition, 4.8 million shares were issued to former shareholders in August 2023; a further 3.2 million shares were contingent on four milestones, at 800,000 shares per milestone. In March 2026, 3.0 million shares were issued to Starfire Industries under a strategic investment agreement, subject to forfeiture conditions.

Option exercises issued 2,039,000 shares in March 2026, including 800,000 to I Financial, 550,000 to Garcha, 300,000 to James Walker, 160,000 to Udyr Tech LLC (controlled by the CEO’s sibling), and 75,000 to independent director Atul Sabharwal. Further exercises issued 30,000 shares in July 2026, 300,000 in September, 3.0 million in October, and an additional 3.0 million to I Financial in October. NANO Nuclear, where Yu and Garcha hold executive roles, received 2,666,667 shares for $2.0 million in August 2024. The issuances were made under exemptions from Securities Act registration.

Offering, transfer restrictions and shareholder rights

At the offering’s closing, the underwriter’s representative is to receive a warrant for up to 217,000 shares—7% of the shares offered, assuming no over-allotment. Its $6.90 exercise price is 115% of the assumed $6.00 IPO midpoint. The warrant becomes exercisable beginning in the seventh month after closing and expires on the fifth anniversary; it is subject to a 180-day lock-up and carries five-year piggyback registration rights if its underlying shares are not registered.

Directors, officers, affiliates and the company are subject to 180-day lock-ups, with customary exceptions and underwriter-consent provisions. Certain non-insider holders with at least 0.5% ownership face staged leak-out limits: 25% may be sold after 90 days, another 25% after 120 days, and the remaining 50% after 180 days from the specified pre-trading reference date.

Common shareholders have one vote per share, no cumulative voting rights, and generally require one-third of voting shares for a quorum. The board may issue preferred stock in series without shareholder approval and set its voting, dividend, conversion, redemption and liquidation terms. Although none is outstanding, preferred issuance could dilute or subordinate common shareholders or deter a change of control. The 275 million authorized common shares also give the company substantial issuance capacity for offerings, acquisitions and employee plans without shareholder approval, subject to applicable law.

Nevada law generally restricts certain combinations with 10%-or-more interested shareholders for three years unless specified approvals or fair-value conditions are met; the company has opted out of Nevada’s control-share acquisition provisions. Directors may generally fill board vacancies, removal requires at least two-thirds of voting power, and advance-notice rules apply to shareholder nominations and proposals. Special meetings may be called by the board or its chair. Together with the board’s preferred-stock authority, these provisions may impede proxy contests or unsolicited takeovers and delay changes in control or management.

The company has applied to list its common stock on Nasdaq under “LIS”; completion of the offering is contingent on final Nasdaq approval, which is not assured.

Shares eligible for future sale

Before the IPO, no public market existed for the company’s common stock, and a liquid market may not develop or be sustained. The company cautions that substantial sales—or expectations of future sales—could pressure the share price and impair its ability to raise equity. Resale restrictions may limit near-term supply, but could defer selling pressure until restrictions expire.

At the assumed IPO price of $6.00 per share, and assuming no exercise of the underwriters’ over-allotment option, approximately 74,711,408 common shares would be outstanding after the offering. The 3,100,000 shares sold in the offering are generally freely tradable immediately, except for shares purchased by affiliates, which remain subject to Rule 144 restrictions.

Beginning 90 days after the registration statement becomes effective, eligible non-affiliates generally may resell shares under Rule 144 after a six-month holding period if current public information is available; after a one-year holding period, that information condition no longer applies. Affiliates who have held shares for at least six months generally face a three-month sale limit equal to the greater of 1% of shares outstanding—approximately 747,114 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 information requirements.

Rule 701 shares are subject to lock-ups. After 90 days, non-affiliates may resell them subject to Rule 144 manner-of-sale provisions, while affiliates remain subject to applicable Rule 144 restrictions.

The IPO therefore creates a staged transition from a relatively small immediately tradable float to broader potential resale eligibility. The size and timing of any resulting share overhang depend on lock-up and leak-out expirations, market liquidity, and any permitted waivers.

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

This discussion describes selected U.S. federal income tax consequences for non-U.S. holders who acquire the company’s common stock in the offering. It reflects law and guidance as of the filing date, which may change, potentially with retroactive effect; the company has not sought an IRS ruling. The discussion does not address many state, local, non-U.S., estate or gift tax matters, investor-specific circumstances, or specialized categories of investors.

Dividends and distributions

The company has never declared or paid cash dividends. If it makes distributions in the future, they will generally be treated as dividends to the extent of the company’s current or accumulated earnings and profits. Any excess distribution will first reduce the holder’s tax basis, but not below zero; any remaining excess will generally be treated as capital gain.

Dividends generally are subject to U.S. withholding tax at 30%, unless a lower treaty rate applies and the holder provides the required IRS documentation. Dividends effectively connected with a U.S. trade or business generally are not subject to withholding, but are taxed at graduated U.S. rates. A corporate holder may also be subject to a 30% branch profits tax, potentially reduced under an applicable treaty.

Gain on disposition of stock

A non-U.S. holder generally is not subject to U.S. federal income tax on gains from selling or otherwise disposing of the stock, 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 taxable year and other conditions are met; or the stock is treated as a U.S. real property interest because the company is a U.S. real property holding corporation (USRPHC).

Effectively connected gains are generally taxed at graduated U.S. rates, with a possible branch profits tax for corporate holders. Under the 183-day rule, qualifying gains generally are subject to 30% tax, potentially reduced by treaty, with certain U.S.-source capital losses available as an offset.

The company believes it is not currently, and will not become, a USRPHC, but cannot assure that status. The determination depends on the relative fair values of U.S. real property, worldwide real property, and other business assets. If the company becomes a USRPHC and its stock is regularly traded, a holder generally is affected only if the holder owns more than 5% of the stock, directly, indirectly, or constructively, during the relevant period.

Reporting, backup withholding and FATCA

Dividends generally must be reported to the IRS and may be subject to 24% backup withholding if the holder does not provide appropriate documentation or qualify for another exemption. Backup withholding is creditable against the holder’s tax liability and is not an additional tax.

FATCA generally imposes 30% withholding on dividends paid to noncompliant foreign financial institutions and certain non-financial foreign entities, unless applicable reporting, certification, or exemption requirements are satisfied. FATCA withholding may apply despite an otherwise available treaty or other exemption. Proposed regulations eliminate withholding on gross-proceeds payments, but remain subject to change. The treatment of an investment may depend on the holder’s financial institution and any applicable intergovernmental agreement.

Underwriting and offering terms

At the assumed IPO price of $6.00 per share, the base offering is approximately 3.1 million shares. Underwriters have a 30-day option to purchase up to 465,000 additional shares—15% of the base offering—but are not committed to purchase option shares. If exercised in full, the offering would comprise approximately 3.565 million shares, generate $21.39 million in gross proceeds, and yield the company estimated net proceeds of approximately $19.2 million after underwriting discounts and estimated offering expenses.

Any portion of the advance not used for incurred expenses is to be returned. The prospectus excerpt leaves share allocations and some underwriting-table amounts blank.

Underwriter compensation and related participation

Titan is to receive warrants for up to 217,000 shares, equal to 7% of shares issued in the base offering. The warrants have an exercise price of $6.90 per share (115% of the assumed IPO price), become exercisable beginning in the seventh month after closing, and expire on the fifth anniversary. They are subject to a 180-day transfer restriction; Titan also has five years of piggyback registration rights if the underlying shares are not registered.

For up to 12 months after closing, Titan may also receive a 6.5% discount, warrants for 7% of securities issued, and other expenses in connection with qualifying financings involving investors Titan introduced for the offering, subject to the stated conditions and FINRA rules.

An affiliate of Titan subscribed for 285,714 shares for approximately $1.0 million in a private placement agreed to in December 2025. The shares were issued January 12, 2026 and are resale-restricted. CEO and Chairman Jay Jiang Yu and President and co-founder Christo J. Liebenberg each indicated nonbinding interest in purchasing up to $250,000 of IPO shares. Any such purchases would reduce shares available to public investors; the shares would be subject to affiliate resale restrictions and a 180-day lock-up.

Resale restrictions, market risks, and distribution limits

The company, directors, officers, and affiliates are restricted from specified sales, transfers, hedging, registrations, and certain debt offerings during the Lock-up Period unless Titan consents; the excerpt does not specify the period’s duration. Existing non-insider holders of at least 0.5% are subject to staged leak-outs: 25% of their securities after 90 days, a further 25% after 120 days, and the remaining 50% after 180 days from the day before Nasdaq trading begins.

The shares have no prior public trading market. Nasdaq listing approval is a condition to closing, and failure to meet initial listing criteria or rejection of the application would prevent the offering from closing. There is no assurance an active market will develop or that shares will trade at or above the IPO price. Underwriters may over-allot, short, stabilize, or otherwise support the share price; these activities could raise the market price above the level that otherwise would prevail and may be discontinued at any time.

The securities are subject to jurisdiction-specific offering and resale restrictions. Generally, offers in Australia, Canada, the Cayman Islands, specified EEA countries, and other listed jurisdictions—including the UK, Japan, Israel, Switzerland, and the UAE—are limited to eligible, qualified, professional, institutional, or accredited investors, or rely on applicable private-placement exemptions. Local registration or authorization is generally absent, and resale or onward distribution may be restricted. These limits narrow the eligible investor pool and may constrain secondary-market liquidity; violations could create securities-law compliance risks.

The validity of the common stock offered in the offering will be passed upon for the company by Parsons Behle & Latimer of Reno, Nevada. Ellenoff Grossman & Schole LLP of New York, New York, will handle certain other legal matters for the company. The underwriters are represented by Lucosky Brookman LLP of Woodbridge, New Jersey.

This section does not discuss financial results, material business risks, or strategic developments.

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. LIS includes the financial statements in the prospectus and registration statement in reliance on that report. This section contains no financial metrics, business risks, or strategic developments.

Where to Find Additional Information

LIS has filed an S-1 registration statement. The prospectus is incomplete without its exhibits, which contain the full terms of contracts and other documents referenced in the filing. LIS does not currently file periodic reports with the SEC, but after the offering it will be required to file periodic reports, proxy statements, and other information.

SEC filings are available on SEC.gov. LIS says it will make its filings available free of charge on its website as soon as reasonably practicable; website content is not incorporated into the prospectus.

LIS Technologies Inc. — Financial Statements

LIS is a pre-revenue developer of patented laser isotope-separation technology. It reported no revenue and expects no meaningful revenue until development, regulatory licensing and commercialization are achieved. Planned applications include uranium enrichment, medical and research isotopes, and semiconductor and quantum-computing uses. LIS reports one operating segment.

Consolidated results

The lower Q3 FY2026 net loss primarily reflects the absence of the prior-year quarter’s $3.8400 million fair-value charge. Over nine months, operating costs rose substantially, led by R&D, and net loss widened despite a lower fair-value charge. Other income included interest on cash; prior-year other income also included DOE and U.S. Air Force award/task-order income ($181,042 in Q3 and $255,908 for 9M), with none reported in FY2026.

Operating segment

Cash flow and financing

Cash decreased by $14.438 million during the nine months, from $33.229 million to $18.792 million. Financing included $24.227 million of common-stock proceeds—$17.099 million from Series B sales and $7.128 million from Series C sales—and $1.1790 million from option exercises. A further $2.0872 million of PP&E additions was included in accounts payable/accrued liabilities at July 31, 2026. The company is investing in laboratory work, proprietary processes and facility development.

Balance sheet

Tangible equity, calculated as equity less the IPR&D asset (no goodwill was presented), was approximately $30.677 million at July 31. PP&E comprised LIST Island land ($8.0117 million), land at 150 Americus Avenue ($246,819), the Americus building ($5.9287 million), construction in progress at 203 Victorius ($3.7606 million), and LEU-3 Facility construction in progress ($11.041 million). No depreciation was recorded because no depreciable assets were in service. The Americus property was purchased for $6.160 million in cash on July 27; its capitalized cost was $6.1755 million, including acquisition costs net of closing credits. LIST Island land was acquired in January 2026; physical construction of LEU-3 had not begun.

Liquidity, dilution and other developments

At July 31, working capital was $14.881 million and the accumulated deficit was $65.419 million. Recurring losses and negative operating cash flow led management to identify substantial doubt about going concern before its plans; under the current spending plan, cash is expected to fund operations only into Q1 FY2027. Management says additional capital is required, but financing terms and availability are uncertain. It believes deferring or sequencing discretionary spending—including facility development and laboratory activity—can support non-discretionary commitments for at least one year after issuance and alleviate the doubt. Cash balances exceeded federally insured limits, creating concentration and access risk.

Equity-based compensation for 9M FY2026 was $10.475 million ($5.453 million in G&A and $5.022 million in R&D), versus $5.347 million ($4.857 million and $0.48993 million) in 9M FY2025. The FY2026 R&D amount included $3.000 million for 750,000 vendor shares vested under a strategic investment agreement. Another 2.250 million legally issued vendor shares remain subject to milestones and forfeiture; no cost was recognized because vesting was not considered probable. The period-end share count includes these unvested shares. Options, vendor performance shares and CRISLA contingent consideration shares represented 32.740 million potential shares excluded from diluted EPS as anti-dilutive, versus 27.912 million a year earlier. At July 31, 27.290 million options were outstanding, with a $1.32 weighted-average exercise price, 7.89-year weighted-average term and $20.496 million aggregate intrinsic value. LIS granted 4.647 million fully vested options during 9M FY2026 at a $3.00 exercise price and $7.475 million grant-date fair value.

CRISLA contingent consideration, a Level 3 fair-value liability based on milestone probabilities and other unobservable assumptions, increased to $12.800 million from $9.600 million. Four milestones provide for 3.2 million shares in total; after the fourth, up to $10 million in cash may be payable, reduced by the value of shares issued. Management expects the shares’ future value to exceed that threshold and estimates all milestones will be achieved. Former shareholders are also entitled to royalties of 5% of annual net sales when earned. The acquired IPR&D asset had a related $438,946 deferred tax liability.

After July 31, CEO and Chairman Jay Jiang Yu exercised 3.0 million options at $0.75 per share through his wholly owned entity, generating approximately $2.25 million. On October 14, LIS granted 5.115 million RSUs, vesting in equal annual installments over three or six years and subject to continued service. The company also pays related parties for Oak Ridge office/lab space and consulting services; the reported lease and consulting fees were paid in full by July 31. Finalization of historical tax returns increased IPR&D and its deferred tax liability by approximately $439,000 and reduced deferred tax assets and valuation allowance by approximately $2.6 million, with no income-statement impact. LIS had $148,004 of deferred costs for a proposed IPO at July 31; these would offset offering proceeds if completed or be expensed if abandoned or postponed more than 90 days. The acquired IPR&D is indefinite-lived while development continues, and management reported no impairment indicators at July 31. The funding runway therefore depends on financing access and control over the timing of technology and facility spending.

LIS Technologies Inc. — FY2025 financial statements

LIS is a pre-commercial developer of patented laser isotope-separation technology. Its development targets include low-enriched uranium for existing nuclear plants, high-assay LEU for small modular reactors and microreactors, medical and research isotopes, and potential semiconductor and quantum-computing uses. It reported no revenue in either year and expenses post-acquisition research and development as incurred.

Results

Operating loss widened 35.3%, reflecting higher G&A and R&D spending; net loss increased 57.4%. The fair-value expense reflects the remeasurement of milestone-contingent consideration for the CRISLA acquisition. Other income in FY2025 included $1.157 million of interest income, $181,042 from a U.S. Department of Energy Task Order contract, and a $74,866 SBIR award. Income tax expense was $0 in both years.

Cash flow, financing and shares

FY2025 common-stock issuance proceeds were $26.7667 million, versus $11.8745 million in FY2024; FY2024 also included $7.7250 million of stock-subscription proceeds. FY2025 equity financing included 3.977 million Series A shares issued at $3.00 per share for $11.930 million. The Angel Round was completed in December 2024, issuing 12.540 million shares at $1.80 for $22.571 million; $7.735 million had been subscribed by October 2024, with a further $14.836 million received in November–December 2024. FY2024 Seed Round proceeds were $11.874 million from 15.833 million shares sold at $0.75.

Balance sheet

The acquired $1.2406 million laser-separation IPR&D asset is indefinite-lived, not amortized while development continues, and subject to impairment testing; management reported no impairment indicators at October 31, 2025. Property investment was principally construction in progress for “203 Victorius”; no depreciation was recorded because no depreciable assets had been placed in service.

Acquisition obligations, compensation and funding

The August 2023 CRISLA acquisition was accounted for as an asset acquisition, with $1.241 million allocated to IPR&D. The $9.600 million fair value of contingent consideration at FY2025 year-end is based on Level 3 inputs, including probability-weighted milestone assessments and management assumptions; its increase generated the FY2025 fair-value loss shown above. LIS expects to issue 3.2 million contingent shares upon achievement of four milestones. A potential cash payment of up to $10 million, less the fair value of shares issued, may be due after the final milestone; management estimated the share value would exceed the $10 million threshold. Former CRISLA shareholders are also entitled to royalties of 5% of annual net sales, recorded as operating expense when earned.

Stock-based compensation was $5.3471 million in FY2025 ($4.857 million G&A and $0.490 million R&D), versus $8.7944 million in FY2024 ($7.739 million G&A and $1.056 million R&D). FY2025 grants comprised 5.457 million fully vested options valued at $5.347 million. At year-end, 24.712 million options were outstanding, vested and exercisable, with a $0.94 weighted-average exercise price, 8.65-year weighted-average contractual term, and $13.388 million aggregate intrinsic value. Options were excluded from diluted EPS as anti-dilutive.

Working capital was $32.4538 million, compared with $16.5046 million a year earlier. Despite management’s view that working capital should cover liabilities and commitments for at least 12 months after issuance of the statements, the going-concern basis depends on continued stakeholder support and eventual profitable operations. Management expects to raise additional equity; the $35.7307 million accumulated deficit and FY2025 operating cash outflow underscore ongoing funding needs. Cash balances exceeded federally insured limits at both year-ends.

Tax, related parties and subsequent events

At October 31, 2025, gross deferred tax assets were $11.829 million, offset by an $11.619 million valuation allowance, leaving $0.210 million of net deferred tax assets against $0.210 million of deferred tax liabilities. The allowance increased by $6.994 million in FY2025, reflecting management’s conclusion that a full allowance was required. Tax-loss carryforwards were approximately $11.6 million federal, $13.7 million state and $15.6 million city. Federal NOLs generally may offset only 80% of taxable income annually; Section 382 and similar state restrictions may limit their use. No pending tax examinations or uncertain tax positions were reported. The July 2025 OBBBA restores 100% accelerated depreciation for qualifying property and immediate expensing of domestic R&E in certain cases, among other tax changes.

A related party, NANO Nuclear Energy, purchased 2.667 million shares at $0.75 for $2.000 million in August 2024; FY2025 lease payments to NANO for office and laboratory space were $105,000. Subsequent to year-end, LIS granted 4.647 million fully vested options in November 2025 at a $3.00 exercise price, issued shares for $17.099 million in January 2026 and $7.128 million in March 2026, and issued 3.0 million vendor shares in March 2026, of which 2.25 million were subject to performance-based vesting and forfeiture.

LIS reported as a single segment in FY2025 and FY2024. The auditor issued an unqualified opinion on the consolidated financial statements; an audit of internal control over financial reporting was not required or performed, and no opinion on its effectiveness was expressed.