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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 17, 2025
WESTWATER RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-33404 |
|
75-2212772 |
| (State or Other Jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of
Incorporation) |
|
|
|
Identification No.) |
6950 S. Potomac Street, Suite 300
Centennial, Colorado |
|
80112 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (303) 531-0516
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange
on Which Registered |
| Common Stock, $0.001 par value |
|
WWR |
|
NYSE American |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b–2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
Westwater Resources, Inc. (“Westwater” or the “Company”)
previously entered into an At the Market Offering Agreement, dated August 30, 2024 (the “ATM Agreement”), with H.C.
Wainwright relating to the sale of shares of common stock, par value $0.001 per share (the “Common Stock”) from time to time,
through an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
On October 17, 2025, Westwater filed a prospectus supplement (the “Prospectus Supplement”) for the purpose of registering
under the Company’s Registration Statement on Form S-3 (File No.333-280685) (the “Registration Statement”) the
offer and sale of shares of Common Stock in the aggregate amount of up to $75,000,000
pursuant to the ATM Agreement, which does not include the approximately $55 million of shares
of Common Stock that were previously sold pursuant to the ATM Agreement as of the date of the Prospectus Supplement.
The Company is filing this Current Report on Form 8-K for the
purpose of incorporating by reference into the Registration Statement the items filed herewith as Exhibits 5.1 and 23.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion of Holland & Hart LLP |
| 23.1 |
|
Consent of Holland & Hart LLP (included in
Exhibit 5.1) |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL
tags are embedded in the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 17, 2025
| |
WESTWATER RESOURCES, INC. |
| |
|
| |
By: |
/s/ Steven M. Cates |
| |
Name: |
Steven M. Cates |
| |
Title: |
Senior Vice President-Finance and Chief Financial Officer |
