Westwater Resources, Inc. Files 8-K: Agreements and Equity Sales

TL;DR

Westwater Resources (WWR) signed and terminated deals, plus sold equity. Watch for updates.

AI Summary

On August 29, 2024, Westwater Resources, Inc. entered into a Material Definitive Agreement and also terminated a Material Definitive Agreement. The company also reported on unregistered sales of equity securities. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including the execution and termination of material agreements and potential equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• WESTWATER RESOURCES, INC. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• August 29, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — e on Which Registered Common Stock, $0.001 par value WWR NYSE American Indic
• $30.0 million — ln Park has committed to purchase up to $30.0 million of the Company's common stock, $0.001 p
• $0.50 — price of the Common Stock is not below $0.50 on the purchase date; (ii) the Regular
• $0.75 — price of the Common Stock is not below $0.75 on the purchase date; and (iii) the Reg
• $1.00 — price of the Common Stock is not below $1.00 on the purchase date (all of which shar
• $1,000,000 — single Regular Purchase may not exceed $1,000,000. The purchase price per share for each
• $8,050,000 — aving an aggregate sales price of up to $8,050,000 (the " ATM Shares "), from time to time

Filing Documents

• tm2422506d4_8k.htm (8-K) — 45KB
• tm2422506d4_ex5-1.htm (EX-5.1) — 18KB
• tm2422506d4_ex10-1.htm (EX-10.1) — 271KB
• tm2422506d4_ex10-2.htm (EX-10.2) — 95KB
• tm2422506d4_ex10-3.htm (EX-10.3) — 221KB
• tm2422506d4_ex5-3img002.jpg (GRAPHIC) — 15KB
• tm2422506d4_ex5-3img001.jpg (GRAPHIC) — 15KB
• 0001104659-24-095599.txt ( ) — 1010KB
• wwr-20240829.xsd (EX-101.SCH) — 3KB
• wwr-20240829_lab.xml (EX-101.LAB) — 33KB
• wwr-20240829_pre.xml (EX-101.PRE) — 22KB
• tm2422506d4_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Lincoln Park Capital Committed Equity Financing On August 30, 2024, Westwater Resources, Inc., a Delaware corporation (the " Company "), entered into a purchase agreement (the " Purchase Agreement "), and a registration rights agreement (the " Registration Rights Agreement "), with Lincoln Park Capital Fund, LLC, an Illinois limited liability company (" Lincoln Park "), pursuant to which Lincoln Park has committed to purchase up to $30.0 million of the Company's common stock, $0.001 par value per share (the " Common Stock "). Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $30.0 million of the Company's Common Stock. Sales of Common Stock by the Company, if any, will be subject to certain limitations, and may occur from time to time, at the Company's sole discretion, over the 24-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement, including that a registration statement covering the resale of the shares of Common Stock that may be issued under the Purchase Agreement, which the Company agreed to file with the Securities and Exchange Commission (the " SEC ") pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed (such date on which all of such conditions are satisfied, the " Commencement Date "). After the Commencement Date, under the Purchase Agreement, the Company may direct Lincoln Park to purchase up to 150,000 shares of Common Stock on such business day (each, a " Regular Purchase "), provided, however, that (i) the Regular Purchase may be increased to up to 200,000 shares, provided that the closing sale price of the Common Stock is not below $0.50 on the purchase date; (ii) the Regular Purchase may be increased to up to 250,

02 Termination of Material Definitive Agreement

Item 1.02 Termination of Material Definitive Agreement. In furtherance of entry into the ATM Agreement, effective as of August 29, 2024, the Company terminated that certain Controlled Equity Offering SM Sales Agreement, dated April 14, 2017, between the Company and Cantor Fitzgerald & Co.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

01

Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 5.1 Opinion of Holland & Hart LLP 10.1* Purchase Agreement, dated August 30, 2024, by and between the Company and Lincoln Park Capital Fund, LLC 10.2* Registration Rights Agreement, dated August 30, 2024, by and between the Company and Lincoln Park Capital Fund, LLC 10.3* At The Market Offering Agreement, dated August 30, 2024, by and between the Company and H.C. Wainwright & Co., LLC 23.1 Consent of Holland & Hart LLP (included in Exhibit 5.1 hereto) 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). * Confidential portions have been omitted.

SIGNATURES

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: August 30, 2024 WESTWATER RESOURCES, INC. By: /s/ Steven M. Cates Name: Steven M. Cates Title: Senior Vice President-Finance and Chief Financial Officer