UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2023

☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-33404

WESTWATER RESOURCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		75-2212772
(State of Incorporation)		(I.R.S. Employer Identification No.)

6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112

(Address of Principal Executive Offices, Including Zip Code)

(303) 531-0516

(Registrant’s Telephone Number, Including Area Code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filer ☐		Accelerated Filer ☐

Non-accelerated Filer ☒		Smaller reporting company ☒

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title of Each Class of Common Stock		Number of Shares Outstanding
Common Stock, $0.001 par value		53,382,652 as of August 14, 2023

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WESTWATER RESOURCES, INC.

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DEFINITIONS	3

PART I — FINANCIAL INFORMATION	5

ITEM 1. FINANCIAL STATEMENTS	5

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23

ITEM 4. CONTROLS AND PROCEDURES	23

PART II - OTHER INFORMATION	24

ITEM 1. LEGAL PROCEEDINGS	24

ITEM 1A. RISK FACTORS	24

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	24

ITEM 4. MINE SAFETY DISCLOSURES	24

ITEM 5. OTHER INFORMATION	25

ITEM 6. EXHIBITS	25

SIGNATURES	26

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DEFINITIONS

When used in this Form 10-Q, the following terms have the meaning indicated.


Term	Meaning
AGP	Alabama Graphite Products, LLC, an Alabama limited liability company and wholly owned subsidiary of Westwater Resources.
Alabama Graphite	Alabama Graphite Company, Inc., an Alabama corporation and wholly owned subsidiary of Westwater Resources.
Annual Report	Westwater Resources, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022.
ASC	FASB Accounting Standards Codification.
ASU	FASB Accounting Standards Update.
ATM Offering Agreement	Controlled Equity Offering Sale Agreement between Westwater Resources and Cantor Fitzgerald & Co. dated April 14, 2017.
Cantor	Cantor Fitzgerald & Co.
Coosa Graphite Deposit	The Company’s graphite mineral deposit located near Rockford, Alabama.
EU Critical Raw Minerals List	The list of raw materials that are crucial to the economy of the European Union published by the European Commission.
FASB	The Financial Accounting Standards Board.
graphite	A naturally occurring carbon material with electrical properties that enhance the performance of electrical storage batteries, listed on the U.S. Critical Minerals List and the EU Critical Raw Materials List.
gross acres	Total acreage of land under which we have mineral rights. May include unleased fractional ownership.
Inducement Plan	The Employment Inducement Incentive Award Plan. The Inducement Plan provides for the grant of equity-based awards, including restricted stock units, restricted stock, performance shares and performance units, and its terms are substantially similar to the Company’s 2013 Omnibus Incentive Plan.
JDA	Joint Development Agreement with SK On.
Kellyton Graphite Plant	The Company’s planned battery-grade graphite processing facility near Kellyton, Alabama.
Lincoln Park	Lincoln Park Capital Fund, LLC.
U.S. Critical Minerals List	The list of critical minerals that are crucial to the economy of the United States of America published by the Department of the Interior.
vanadium	A rare-earth metal used as a strengthening alloy in steelmaking, and in certain types of batteries, listed on the U.S. Critical Minerals List.
Westwater Resources	Westwater Resources, Inc.
2020 Lincoln Park PA	Purchase Agreement dated as of December 4, 2020 between Westwater Resources and Lincoln Park Capital Fund, LLC.

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USE OF NAMES

In this Quarterly Report on Form 10-Q, unless the context otherwise requires, the terms “we,” “us,” “our,” “WWR,” “Westwater,” “Westwater Resources,” or the “Company” refer to Westwater Resources, Inc. and its subsidiaries.

CURRENCY

The accounts of the Company are maintained in U.S. dollars. All dollar amounts referenced in this Quarterly Report on Form 10-Q and the consolidated financial statements are stated in U.S. dollars.

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WESTWATER RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(expressed in thousands of dollars, except share amounts)

(unaudited)


	June 30,		December 31,
	2023		2022
ASSETS

Current Assets:
Cash and cash equivalents	$	17,289	$	75,196
Prepaid and other current assets		560		892
Total Current Assets		17,849		76,088

Property, plant and equipment, at cost:
Property, plant and equipment		124,093		90,335
Less: Accumulated depreciation		(359)		(257)
Net property, plant and equipment		123,734		90,078
Operating lease right-of-use assets		391		87
Finance lease right-of-use assets		23		—
Other long-term assets		4,643		2,155
Total Assets	$	146,640	$	168,408

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	3,764	$	23,008
Accrued liabilities		2,135		1,963
Operating lease liability, current		111		91
Finance lease liability, current		5		—
Total Current Liabilities		6,015		25,062

Operating lease liability, net of current		280		—
Finance lease liability, net of current		18		—
Other long-term liabilities		1,378		1,378
Total Liabilities		7,691		26,440

Commitments and Contingencies (see note 8)

Stockholders’ Equity:
Common stock, 100,000,000 shares authorized, $.001 par value
Issued shares - 51,945,902 and 48,405,543, respectively
Outstanding shares - 51,945,741 and 48,405,382, respectively		52		48
Paid-in capital		498,449		495,456
Accumulated deficit		(359,294)		(353,278)
Less: Treasury stock (161 shares), at cost		(258)		(258)
Total Stockholders’ Equity		138,949		141,968

Total Liabilities and Stockholders’ Equity	$	146,640	$	168,408

The accompanying notes are an integral part of these condensed consolidated financial statements.

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WESTWATER RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(expressed in thousands of dollars, except share and per share amounts)

(unaudited)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Operating Expenses:
Product development expenses	$	(1,208)	$	(367)	$	(1,698)	$	(600)
Exploration expenses		(57)		(201)		(121)		(409)
General and administrative expenses		(2,675)		(2,644)		(5,075)		(4,855)
Arbitration costs		—		—		—		(142)
Depreciation and amortization		(55)		(34)		(107)		(56)
Total operating expenses		(3,995)		(3,246)		(7,001)		(6,062)

Non-Operating Income:
Other income, net		369		91		985		98
Total other income		369		91		985		98

Net Loss	$	(3,626)	$	(3,155)	$	(6,016)	$	(5,964)

BASIC AND DILUTED LOSS PER SHARE	$	(0.07)	$	(0.07)	$	(0.12)	$	(0.14)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		51,120,597		47,083,720		50,286,493		41,949,062

The accompanying notes are an integral part of these condensed consolidated financial statements.

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WESTWATER RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(expressed in thousands of dollars)

(unaudited)


	For the Six Months Ended June 30,
	2023		2022
Operating Activities:
Net loss	$	(6,016)	$	(5,964)
Reconciliation of net loss to cash used in operations:
Non-cash lease expense		73		68
Depreciation and amortization		107		56
Stock compensation expense		121		370
Effect of changes in operating working capital items:
Increase in other long-term assets		(2,488)		—
Decrease (increase) in prepaids and other current assets		332		(404)
Decrease in payables and accrued liabilities		(1,049)		(37)
Net Cash Used In Operating Activities		(8,920)		(5,911)

Investing Activities:
Capital expenditures		(51,858)		(24,853)
Net Cash Used In Investing Activities		(51,858)		(24,853)

Financing Activities:
Issuance of common stock, net		2,980		24,541
Payment of minimum withholding taxes on net share settlements of equity awards		(104)		(32)
Payments on finance lease liabilities		(5)		—
Net Cash Provided By Financing Activities		2,871		24,509

Net decrease in Cash and Cash Equivalents		(57,907)		(6,255)
Cash and Cash Equivalents, Beginning of Period		75,196		115,293
Cash and Cash Equivalents, End of Period	$	17,289	$	109,038

Supplemental Cash Flow Information
Non-cash right-of-use asset obtained in exchange for operating lease liability		377		—
Non-cash right-of-use asset obtained in exchange for finance lease liability		28		—
Accrued capital expenditures (at end of period)		2,970		2,516
Total Supplemental Cash Flow Information	$	3,375	$	2,516

The accompanying notes are an integral part of these condensed consolidated financial statements.

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WESTWATER RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(expressed in thousands of dollars, except share amounts)

(unaudited)


Six months ended June 30, 2023	Common Stock			Paid-In		Accumulated		Treasury
	Shares	Amount		Capital		Deficit		Stock		Total
Balances, December 31, 2022	48,405,543	$	48	$	495,456	$	(353,278)	$	(258)	$	141,968
Net loss	—		—		—		(6,016)		—		(6,016)
Common stock issued, net of issuance costs	3,158,070		4		2,976		—		—		2,980
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes	382,289		—		121		—		—		121
Minimum withholding taxes on net share settlements of equity awards	—		—		(104)		—		—		(104)
Balances, June 30, 2023	51,945,902	$	52	$	498,449	$	(359,294)	$	(258)	$	138,949

Three months ended June 30, 2023

Balances, March 31, 2023	49,999,920	$

SEC Form 10-Q filed by Westwater Resources Inc.