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 March 31, 2024

☐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		57,186,886 as of May 14, 2024



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	16

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22

ITEM 4. CONTROLS AND PROCEDURES	22

PART II - OTHER INFORMATION	23

ITEM 1. LEGAL PROCEEDINGS	23

ITEM 1A. RISK FACTORS	23

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	23

ITEM 4. MINE SAFETY DISCLOSURES	23

ITEM 5. OTHER INFORMATION	23

ITEM 6. EXHIBITS	24

SIGNATURES	25


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, 2023.
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.
Board	The Board of Directors of Westwater Resources, Inc.
Cantor	Cantor Fitzgerald & Co.
Coosa Graphite Deposit	The Company’s graphite mineral deposit located near Rockford, Alabama.
CSPG	Coated spherical purified graphite.
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.
FASB Concepts Statements	FASB Concepts Statements are intended to serve the public interest by setting the objectives, qualitative characteristics, and other concepts that guide selection of economic phenomena to be recognized and measured for financial reporting and their display in financial statements or related means of communicating information to those who are interested. Concepts Statements guide the Board in developing sound accounting principles and provide the Board and its constituents with an understanding of the appropriate content and inherent limitations of financial reporting. A Statement of Financial Accounting Concepts does not establish generally accepted accounting standards.
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.
IA	Initial Assessment, with Economic Analysis. A preliminary technical and economic study of the economic potential of all or parts of mineralization to support the disclosure of mineral resources. The initial assessment must be prepared by a qualified person and must include appropriate assessments of reasonably assumed technical and economic factors, together with any other relevant operational factors, that are necessary to demonstrate at the time of reporting that there are reasonable prospects for economic extraction. An initial assessment is required for disclosure of mineral resources but cannot be used as the basis for disclosure of mineral reserves.

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.
Procurement Agreement	Products Procurement Agreement with SK On.
R&D Lab	Research and development laboratory.
RSUs	Restricted stock units.
SEC	U.S. Securities and Exchange Commission.
SK On	SK On Co., Ltd., a global leading electric vehicle battery developer, manufacturer, and solutions provider, supplying electric vehicle batteries to Ford, Hyundai, Volkswagen and others.
spot price	The price at which a mineral commodity may be purchased for delivery within one year.
U.S.	The United States of America
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.
U.S. GAAP	Generally accepted accounting principles in the United States.
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.
2013 Plan	Westwater Resources, Inc. 2013 Omnibus Incentive Plan, as amended.


	March 31,		December 31,
	2024		2023
ASSETS

Current Assets:
Cash and cash equivalents	$	6,129	$	10,852
Prepaid and other current assets		848		762
Total Current Assets		6,977		11,614

Property, plant and equipment, at cost:
Property, plant and equipment		134,570		132,870
Less: Accumulated depreciation		(530)		(470)
Net property, plant and equipment		134,040		132,400
Operating lease right-of-use assets		307		336
Finance lease right-of-use assets		18		20
Other long-term assets		5,837		5,461
Total Assets	$	147,179	$	149,831

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	5,559	$	5,957
Accrued liabilities		1,613		1,696
Operating lease liability, current		121		117
Finance lease liability, current		6		5
Total Current Liabilities		7,299		7,775

Operating lease liability, net of current		188		220
Finance lease liability, net of current		13		15
Other long-term liabilities		1,378		1,378
Total Liabilities		8,878		9,388

Commitments and Contingencies (see note 8)

Stockholders’ Equity:
Common stock, 100,000,000 shares authorized, $0.001 par value
Issued shares - 57,010,971 and 55,387,794, respectively
Outstanding shares - 57,010,810 and 55,387,633, respectively		57		55
Paid-in capital		502,429		501,675
Accumulated deficit		(363,927)		(361,029)
Less: Treasury stock (161 shares), at cost		(258)		(258)
Total Stockholders’ Equity		138,301		140,443

Total Liabilities and Stockholders’ Equity	$	147,179	$	149,831


	For the Three Months Ended
	March 31,
	2024		2023
Operating Expenses:
Product development expenses	$	(315)	$	(490)
Exploration expenses		(11)		(66)
General and administrative expenses		(2,605)		(2,402)
Depreciation and amortization		(62)		(48)
Total operating expenses		(2,993)		(3,006)

Non-Operating Income:
Other income, net		95		616
Total other income		95		616

Net Loss	$	(2,898)	$	(2,390)

BASIC AND DILUTED LOSS PER SHARE	$	(0.05)	$	(0.05)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		56,086,899		49,443,120


	For the Three Months Ended March 31,
	2024		2023
Operating Activities:
Net loss	$	(2,898)	$	(2,390)
Reconciliation of net loss to cash used in operations:
Non-cash lease expense		29		43
Depreciation and amortization		62		48
Stock compensation expense (benefit)		211		(144)
Effect of changes in operating working capital items:
Increase in other long-term assets		(376)		(1,998)
(Increase) decrease in prepaids and other current assets		(86)		775
Increase in payables and accrued liabilities		282		710
Net Cash Used In Operating Activities		(2,776)		(2,956)

Investing Activities:
Capital expenditures		(2,491)		(33,960)
Net Cash Used In Investing Activities		(2,491)		(33,960)

Financing Activities:
Issuance of common stock, net		620		1,481
Payment of minimum withholding taxes on net share settlements of equity awards		(75)		(53)
Payments on finance lease liabilities		(1)		(4)
Net Cash Provided By Financing Activities		544		1,424

Net decrease in Cash and Cash Equivalents		(4,723)		(35,492)
Cash and Cash Equivalents, Beginning of Period		10,852		75,196
Cash and Cash Equivalents, End of Period	$	6,129	$	39,704

Supplemental Cash Flow Information
Non-cash right-of-use asset obtained in exchange for operating lease liability		—		15
Non-cash right-of-use asset obtained in exchange for finance lease liability		—		28
Accrued capital expenditures (at end of period)		4,518		13,112
Total Supplemental Cash Flow Information	$	4,518	$	13,155


Three months ended March 31, 2024	Common Stock			Paid-In		Accumulated		Treasury
	Shares	Amount		Capital		Deficit		Stock		Total
Balances, December 31, 2023	55,387,794	$	55	$	501,675	$	(361,029)	$	(258)	$	140,443
Net loss	—		—		—		(2,898)		—		(2,898)
Common stock issued, net of issuance costs	1,223,233		2		618		—		—		620
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes	399,944		—		211		—		—		211
Minimum withholding taxes on net share settlements of equity awards	—		—		(75)		—		—		(75)
Balances, March 31, 2024	57,010,971	$	57	$	502,429	$	(363,927)	$	(258)	$	138,301

Three months ended March 31, 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	—		—		—		(2,390)		—		(2,390)
Common stock issued, net of issuance costs	1,454,501		2		1,479		—		—		1,481
Stock compensation benefit and related share issuances, net of shares withheld for payment of taxes	139,876		—		(144)		—		—		(144)
Minimum withholding taxes on net share settlements of equity awards	—		—		(53)		—		—		(53)
Balances, March 31, 2023	49,999,920	$	50	$	496,738	$	(355,668)	$	(258)	$	140,862


	Net Book Value of Property, Plant and Equipment at March 31, 2024
(thousands of dollars)	Alabama		Corporate		Total
Mineral rights and properties	$	8,972	$	—	$	8,972
Other property, plant and equipment		5,786		17		5,803
Construction in progress		119,265		—		119,265
Total	$	134,023	$	17	$	134,040


	March 31, 2024			March 31, 2023
		Weighted			Weighted
	Number of	Average		Number of	Average
	Stock	Exercise		Stock	Exercise
	Options	Price		Options	Price
Stock options outstanding at beginning of period	424,826	$	2.66	356,296	$	5.06
Canceled or forfeited	—		—	(43,868)		15.69
Stock options outstanding at end of period	424,826		2.66	312,428		3.56
Stock options exercisable at end of period	307,189	$	3.29	233,708	$	4.39


Exhibit Number		Description
3.1		Restated Certificate of Incorporation of the Company, as amended through April 22, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019).

3.2		Amended and Restated Bylaws of the Company, as amended March 18, 2024 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023).

10.1		Products Procurement Agreement between the Company and SK On Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 5, 2024).

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	March 31,			March 31,
	2024			2023
		Weighted-			Weighted-
		Average			Average
	Number of	Grant Date		Number of	Grant Date
	RSUs	Fair Value		RSUs	Fair Value
Unvested RSUs at beginning of period	1,773,058	$	1.03	1,207,872	$	1.40
Granted	—		—	189,072		0.95
Forfeited/Expired	(6,784)		3.93	(399,867)		1.69
Vested	(548,361)		1.07	(198,327)		1.44
Unvested RSUs at end of period	1,217,913	$	1.00	798,750	$	1.14


	WESTWATER RESOURCES, INC.

Dated: May 14, 2024	By:	/s/ Frank Bakker
		Frank Bakker
		President and Chief Executive Officer (Principal Executive Officer)

Dated: May 14, 2024	By:	/s/ Steven M. Cates
		Steven M. Cates
		Chief Financial Officer and Senior Vice President - Finance (Principal Financial Officer and Principal Accounting Officer)

SEC Form 10-Q filed by Westwater Resources Inc.