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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):
August 7, 2025
WESTWATER RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-33404 |
|
75-2212772 |
| (State or Other
Jurisdiction of |
|
(Commission File Number) |
|
(IRS Employer |
| 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
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 1.01 Entry into a Material Definitive Agreement.
On August 7, 2025, Westwater
Resources, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”)
with certain institutional investors (the “Investors”) under which the Company agreed to issue and sell in a registered public
offering directly to the Investors (the “Offering”), convertible notes for up to an aggregate principal amount of $5,000,000
(the “Notes”), which will be convertible into shares of the Company’s common stock, par value of $0.001 per share (the
“Common Stock”).
The Securities Purchase Agreement
contains customary representations, warranties and covenants. The Notes contain customary affirmative and negative covenants, including
certain limitations on debt, liens, restricted payments, asset transfers, changes in the business and transactions with affiliates. The
Notes also contain standard and customary events of default.
No Note may be converted to
the extent that such conversion would cause a holder of such Note to become the beneficial owner of more than 9.99% of the then outstanding
Common Stock, after giving effect to such conversion (the “Beneficial Ownership Cap”).
The Notes shall not bear interest
except that upon the occurrence and during the continuance of an event of default. Upon the occurrence and during the continuance of an
event of default, the interest rate on the Notes will be 18% per annum. Unless earlier converted, the Notes will mature on the twenty-four
month anniversary of their respective issuance dates.
At any time after the issuance
date, all amounts due under the Notes are convertible, in whole or in part, and subject to the Beneficial Ownership Cap, at a conversion
price equal to $0.83, which is subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization,
subsequent issuances, and other events. Starting on the closing date, the Notes amortize in installments, and we will make monthly payments
on the first trading day of each monthly anniversary commencing on the closing date through the maturity date, payable in cash or shares
of common stock. Upon the satisfaction of certain conditions, we may prepay outstanding Notes upon not less than 20 trading days’
written notice by paying an amount equal to the portion of the Notes being redeemed at a 115% premium.
Pursuant to the Securities
Purchase Agreement, the Company has agreed to seek stockholder approval of the issuance of conversion shares upon the future conversion
of Notes, if any, that would exceed 19.9% of the Company’s issued and outstanding Common Stock, in order to comply with the rules and
regulations of NYSE American. In connection with the obligation to seek such stockholder approval, the Company entered into voting agreements
(each, a “Voting Agreement”) with certain officers and directors of the Company, pursuant to which each such officer and director
agreed to vote shares of Common Stock held by such person in favor of such stockholder proposal.
The Notes and shares issuable
upon conversion of the Notes are being offered and sold pursuant to a prospectus supplement which will be filed in connection with a “takedown”
from the Company’s shelf registration statement on Form S-3 (File No. 333-280685) declared effective on August 29,
2024.
The foregoing descriptions
of the Securities Purchase Agreement, the Notes and the Voting Agreements are not complete and are qualified in their entirety by reference
to the full text of those agreements, copies of which are included as Exhibits 10.1, 10.2 and 10.3 hereto, and incorporated by reference
herein. An opinion of counsel regarding the validity of the securities being issued and sold by the Company in the transactions described
in the Securities Purchase Agreement is filed as Exhibit 5.1.
Item 2.02 Results of Operations and Financial Condition
The information included under Item 7.01. Preliminary Estimated
Financial Results is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth
under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety.
Item 7.01 Regulation FD Disclosure
Preliminary Estimated Financial Results
In connection with the Offering,
the Company is providing preliminary estimated unaudited financial results for the three months ended June 30, 2025. The preliminary estimated
unaudited financial results for the three months ended June 30, 2025 are attached hereto as Exhibit 99.1.
The preliminary estimated
unaudited financial results for the three months ended June 30, 2025 are based upon information available to the Company as of the
date hereof. The data is not a comprehensive statement of the Company’s financial results for the three months ended June 30,
2025, and the Company’s actual results may differ materially from this preliminary estimated data. While the Company currently
expects its results for the three months ended June 30, 2025 to be within the ranges set forth in the preliminary estimated
unaudited financial results, the review of its financial statements for the three months ended June 30, 2025 has not been completed.
During the course of the preparation of the Company's financial statements and related notes and the completion of the review for the
three months ended June 30, 2025, additional adjustments to the preliminary estimated financial information may be identified.
Any such adjustments may be material. The preliminary estimated financial information has been prepared by, and is the responsibility
of, management. The Company's independent registered public accounting firm, Baker Tilly LLP, has not audited, reviewed, compiled or performed
any procedures with respect to the preliminary financial data. Accordingly, Baker Tilly LLP does not express an opinion or any
other form of assurance with respect thereto.
The information furnished
pursuant to Items 2.02 and 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18
of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall
it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act")
or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties
and assumptions and are identified by words such as “working to finalize,” “estimated timing,” “due diligence,”
“line of sight,” “estimated,” “planned,” “projected,” “potential,” “update”
or “further updates,” and other similar words or phrases. Forward looking statements include, among other things, among others,
statements the Company makes regarding expected operating results and future financial condition. The Company cautions that there are
factors that could cause actual results to differ materially from the forward-looking information that has been provided. The reader is
cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject
to a number of uncertainties and other factors, many of which are outside the control of the Company; accordingly, there can be no assurance
that such suggested results will be realized. Those uncertainties and other factors are discussed in Westwater’s Annual Report on
Form 10-K for the year ended December 31, 2024, and subsequent securities filings, and they could cause actual results to differ
materially from management expectations.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
| *5.1 |
|
Opinion of Holland & Hart LLP. |
| *10.1 |
|
Securities Purchase Agreement dated August 7, 2025 between Westwater Resources, Inc. and the investors party thereto. |
| *10.2 |
|
Form of Series B-1 Convertible Note dated August 7, 2025 between Westwater Resources, Inc. issued by Westwater Resources, Inc. to the holder. |
| *10.3 |
|
Form of Voting Agreement dated August 7, 2025 between Westwater Resources, Inc. and the stockholder party thereto. |
| *99.1 |
|
Preliminary Estimated Unaudited Financial Results for the Three Months ended June 30, 2025 |
| 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). |
* Filed herewith.
SIGNATURE
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 thereunto
duly authorized.
| |
Westwater Resources, Inc. |
| |
|
| Dated: August 7, 2025 |
/s/ Steven M. Cates |
| |
Steven M. Cates |
| |
Senior Vice President – Finance and Chief Financial Officer |
