Westwater Resources Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On June 13, 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 Investor (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 $0.63, 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, “Voting Agreement”) with certain officers and directors of the Company, pursuant to which each such officer and director agreed to vote shares of Common Stock held by such person in favor of such stockholder proposal.
The Notes and shares issuable upon conversion of the Notes are being offered and sold pursuant to a prospectus supplement which will be filed in connection with a “takedown” from the Company’s shelf registration statement on Form S-3 (File No. 333-280685) declared effective on August 29, 2024.
The foregoing descriptions of the Securities Purchase Agreement, the Notes and the Voting Agreements are not complete and are qualified in their entirety by reference to the full text of those agreements, copies of which are included as Exhibits 10.1, 10.2 and 10.3 hereto, and incorporated by reference herein. An opinion of counsel regarding the validity of the securities being issued and sold by the Company in the transactions described in the Securities Purchase Agreement is filed as Exhibit 5.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| *5.1 | Opinion of Holland & Hart LLP. | |
| *10.1 | Securities Purchase Agreement dated June 13, 2025 between Westwater Resources, Inc. and the investors party thereto. | |
| *10.2 | Form of Series A-1 Convertible Note dated June 13, 2025 between Westwater Resources, Inc. issued by Westwater Resources, Inc. to the holder. | |
| *10.3 | Form of Voting Agreement dated June 13, 2025 between Westwater Resources, Inc. and the stockholder party thereto. | |
| 23.1 | Consent of Holland & Hart LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
* Filed herewith.
SIGNATURE
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 thereunto duly authorized.
| Westwater Resources, Inc. | |
| Dated: June 13, 2025 | /s/ Steven M. Cates |
| Steven M. Cates | |
| Senior Vice President – Finance and Chief Financial Officer |