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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 wh

8-K 1 wwr8knov18-20.htm

WESTWATER RESOURCES, INC.

Westwater Resources, Inc.

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT TOSECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 12, 2020

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 300Centennial, 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 Exchangeon Which Registered

Common Stock, $0.001 par value

WWR

Nasdaq Capital Market

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 2.02   Results of Operations and Financial Condition.

On November 12, 2020, Westwater Resources, Inc. issued a press release relating to its results for the third quarter of 2020.  A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Current Report on Form 8-K under Item 2.02, including the accompanying press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.

Description

99.1

Press Release dated November 12, 2020.

2

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: November 18, 2020

WESTWATER RESOURCES, INC.

By:     /s/ Jeffrey L. Vigil

Name:Jeffrey L. Vigil

Title:Vice President–Finance and Chief Financial Officer

3

8-K 1 wwr8kmay2-18.htm

WESTWATER RESOURCES, INC. FORM 8-K

Westwater Resource, Inc.

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT TOSECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 2, 2018

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 300Centennial, Colorado 80112

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))

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 2.02.  Results of Operations and Financial Condition.

On May 2, 2018, Westwater Resources, Inc. (the “Company”) announced its preliminary results for the first quarter of fiscal year 2018.

The Company notes that these financial results for the quarter ended March 31, 2018 are preliminary and subject to the completion of its financial closing procedures and review by its independent auditors. There can be no assurance that the Company's final financial results for the first fiscal quarter ended March 31, 2018 will not differ from these preliminary estimates as a result of final closing and review procedures, and any such changes could be material. Readers are cautioned not to place undue reliance on the preliminary financial results.  The reporting date for final first quarter 2018 results will be announced separately.

Preliminary Financial Summary (unaudited)

($ and Shares in 000, Except Per Share)

Q1-2018

Q1-2017

Variance

Net Cash Used in Operations $ (3,696) $ (3,287) 12%

Mineral Property Expenses $ (782) $ (769) 2%

General and Administrative, including Non-Cash Stock Compensation $ (1,805) $ (1,668) 8%

Acquisition Related Costs $ (755) $ - n/a

Net Income (Loss) $ (3,419) $ 1,845 -285%

Net Income (Loss) Per Share $ (0.12) $ 0.09 -233%

Avg. Weighted Shares Outstanding 27,968 21,602 29%

• Net cash used in operations.  Net cash used in operating activities was $3.7 million for the three months ended March 31, 2018, as compared with $3.3 million for the same period in 2017. The increase of $0.4 million in cash used is primarily due to an increase in cash used for acquisition related costs of $0.8 million.  The increase in cash used was slightly offset by a decrease in cash used for payables of $0.4 million.

• Operating expenses.  For the three months ended March 31, 2018, mineral property expenses were slightly increased from the corresponding period during 2017.  This increase was mostly the result of an increase in reclamation activities for the Vasquez project of $0.1 million during 2018 and was mostly offset by the decrease in lithium exploration activities of $0.1 million during 2018.  General and administrative expenses increased by $0.1 million as compared with the corresponding period in 2017.  This increase was mostly due to increases in stock compensation expense of $61,000 and salaries and payroll burden of $0.1 million.

• Net loss.  Consolidated net loss for the three months ended March 31, 2018 was $3.4 million, or $0.12 per share, as compared with a consolidated net gain of $1.8 million, or $0.09 per share for the same period in 2017.  For the three months ended March 31, 2018, the decrease in our consolidated net income of $5.2 million from the respective prior period was mostly the result of a 2017 one-time gain on the disposal of our Churchrock and Crownpoint projects of $4.4 million, versus in 2018 an increase in acquisition related costs of $0.8 million, an increase in loss on sale of marketable securities of $0.1 million and an increase of general and administrative expenses of $0.1 million.

• C