Westwater Resources, Inc. (WWR) is reported to have 8,488,000 shares of common stock issuable upon conversion of a convertible note held by Alto Opportunity Master Fund and affiliated parties. Those issuable shares represent 9.99% of the company's common stock based on 76,408,761 shares outstanding as referenced in the filing. The reporting persons — Ayrton Capital LLC, the Fund, and Waqas Khatri — state they have sole voting and dispositive power over the 8,488,000 shares and that the holdings are subject to a 9.99% beneficial ownership blocker.
The filing states the position arises from a convertible note and that the securities are held in the ordinary course of business. No shared voting power, group affiliation, or additional transactions are disclosed in this statement.
Positive
None.
Negative
None.
Insights
TL;DR: Reporting persons hold 8,488,000 shares issuable on a convertible note, equal to 9.99% of WWR, with sole voting and dispositive power.
The disclosure meets regulatory thresholds by identifying a >5% economic interest and clarifies that the shares are issuable on conversion of a note. The statement specifies sole voting and dispositive authority over 8,488,000 shares and a 9.99% beneficial ownership blocker, which are material facts for market transparency. The filing also certifies the holdings are held in the ordinary course of business rather than to influence control.
TL;DR: Ownership disclosure shows centralized control of convertible position and an explicit beneficial ownership blocker at 9.99%.
The statement identifies the reporting chain (Fund, Investment Manager, managing member) and records sole voting and dispositive power, which is important for governance and proxy considerations. The inclusion of the 9.99% blocker is an explicit limitation referenced in the filing. No shared control, group formation, or additional governance actions are reported in the document.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WESTWATER RESOURCES, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
961684206
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
961684206
1
Names of Reporting Persons
Ayrton Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,488,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,488,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,488,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.0 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
961684206
1
Names of Reporting Persons
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,488,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,488,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,488,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.0 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
961684206
1
Names of Reporting Persons
Waqas Khatri
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,488,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,488,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,488,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
WESTWATER RESOURCES, INC.
(b)
Address of issuer's principal executive offices:
6950 S. Potomac Street, Suite 300, Centennial, COLORADO, 80112.
Item 2.
(a)
Name of person filing:
(i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)
Address or principal business office or, if none, residence:
(i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)
Citizenship:
(i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP No.:
961684206
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Ayrton Capital LLC: 8,488,000; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 8,488,000; and (iii) Waqas Khatri: 8,488,000. Represents 8,488,000 shares of Common Stock issuable on conversion of a convertible note (the "Note") held by the Reporting Persons. The issuable shares of Common Stock related to the conversion of the Note are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of Westwater Resources, Inc. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)
Percent of class:
The percentages below are based on (i) 76,408,761 shares of Common Stock of the Issuer that were outstanding as of May 14, 2025; and (ii) 8,488,000 shares of Common Stock issuable on the conversion of the Note held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's Form 10-Q filed on May 14, 2025. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2025. (i) Ayrton Capital LLC: 9.99%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 9.99%; and (iii) Waqas Khatri: 9.99%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) Ayrton Capital LLC: 8,488,000; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 8,488,000; and (iii) Waqas Khatri: 8,488,000
(ii) Shared power to vote or to direct the vote:
(i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
(iii) Sole power to dispose or to direct the disposition of:
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Ayrton Capital LLC
Signature:
/s/ Waqas Khatri
Name/Title:
Waqas Khatri / Managing Member
Date:
08/13/2025
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
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