WESTWATER RESOURCES, INC.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 12, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001558370-25-011384
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001104659-25-110396
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 69 previous paragraphs and 72 current paragraphs.
30 unchanged; 26 reworded; 12 added; 13 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 21 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
The global landscape for the U.S. supply of critical materials, including natural graphite, continues to evolve. On November 3, 2025, FCA, which is part of the Stellantis group of companies, unexpectedly terminated its Offtake Agreement with the Company. FCA was one of three companies, including SK On and Hiller Carbon, with existing offtake agreements with Westwater.
Current report
Both of the offtake agreements with SK On and Hiller Carbon remain in effect. While FCA has indicated they are open to considering a new arrangement with the Company, any future agreement would be based on current market conditions. The Company continues to explore additional offtake opportunities with other prospective customers and are providing them with samples as part of its ongoing engagement.
Current report
Westwater continues to respond to outreaches from prospective customers as they weigh the impact of announced changes and potential changes to global tariffs, export restrictions, domestic content requirements, countervailing and anti-dumping duties, and the potential impacts on the future demand for battery grade natural graphite. Most of these potential customers are the largest lithium-ion battery suppliers or vehicle manufacturers in the world.
Current report
Issuance of Patent for Graphite Purification
Current report
On September 17, 2025, the Company announced it had received its U.S. Patent related to its graphite purification method. Westwater’s purification process offers a more sustainable alternative to traditional purification techniques often used in China and other countries. Unlike conventional methods that frequently rely on hydrofluoric acid, Kellyton’s Phase I process completely avoids the use of this hazardous substance. Instead, Westwater’s patented process relies on a more environmentally-friendly approach to produce high-purity graphite, which the Company believes positions Westwater as a leader in sustainable production of battery-grade natural graphite. Westwater has another patent application pending in the U.S. Patent & Trademark Office.
Current report
On October 27, 2025, Westwater announced its plan to progress the permitting process for future mine development at its Coosa Deposit. The Company has retained a third-party engineering firm to lead the permitting process for mine development at the Coosa Deposit and expects to engage with the U.S. Army Corps of Engineers, the Alabama Department of Environmental Management, and other state and local authorities in the coming months. The permitting process is expected to include preparation of key environmental studies and applications under applicable federal and state frameworks, including, but not limited to, water discharge, wetlands and air permits, and other operational and construction-related approvals.
Current report
In parallel with permitting activities, the Company plans to conduct additional drilling to further delineate and expand the resource base at Coosa. These results will inform ongoing mine planning and design efforts, as Westwater continues to evaluate and optimize the project for efficient, responsible production of natural graphite.
Current report
In addition to the EXIM loan application, Westwater has engaged advisors to support ongoing efforts to evaluate and attempt to secure other sources of government funding that may be available to the Company.
Current report
General and administrative expenses for the three and nine months ended September 30, 2025, increased by $1.0 million and $1.4 million, respectively, compared to the same periods in 2024, primarily due to an increase in stock compensation expense as a result of larger and broader restricted stock unit awards granted throughout the organization in May 2025 compared to awards granted in prior years. SeeNote 10 Stock-Based Compensation for further details.
Current report
Depreciation and Amortization
Current report
Subsequent to September 30, 2025, the Company sold 22.2 million shares of Common Stock for net proceeds of $43.3 million pursuant to the ATM Sales Agreement. As of November 5, 2025, the Company’s cash balance was approximately $53 million.
Current report
On October 17, 2025, the Company filed an additional prospectus supplement for the purpose of registering under the Company’s Registration Statement the offer and sale of shares of Common Stock in the aggregate amount of up to $75 million pursuant to the ATM Sales Agreement, which does not include the approximately $55 million of shares of Common Stock that were previously sold pursuant to the ATM Sales Agreement as of the date of the filing of the prospectus supplement.
Removed paragraphs (13)
Previous report
The global landscape for the U.S. supply of critical materials including natural graphite continues to evolve. One of the key benefits of moving to a domestic supply source for battery grade natural graphite – security of supply – appears to be resonating with U.S. cell makers and electric vehicle OEMs. Westwater is responding to outreaches from these
Previous report
companies as they weigh the impact of changes and potential changes to global tariffs and the Inflation Reduction Act, along with ongoing announcements declaring the importance of U.S.-based critical material supply chains.
Previous report
As previously announced, the Company has secured offtake agreements for 100% of its anticipated Phase I production capacity and partially committed a portion of its anticipated Phase II production capacity from its Kellyton Graphite Plant.
Previous report
Westwater is experiencing increased customer interest in Phase II production, which we believe is the result of tariffs and tariff uncertainty and a desire to secure domestic supply of CSPG. Westwater continues to engage with current and other potential customers by providing samples of CSPG produced by the Company for testing and evaluation, hosting site tours of the Kellyton Graphite Plant, and having technical product development and commercial discussions. Feedback from certain potential customers indicates that Westwater’s material meets their initial specifications, and has resulted in the Company providing additional, or in some cases, larger product samples to these potential customers. Most of these customers and potential customers are the largest lithium-ion battery suppliers or vehicle manufacturers in the world.
Previous report
During the second quarter, Westwater continued the process to potentially syndicate the loan, which included advancing loan documentation, advancing the technical readiness level of Phase I, updating technical due diligence using an independent third-party engineering firm, responding to diligence requests from multiple lenders interested in joining the syndicate, hosting interested lenders at the Kellyton Graphite Plant site in Alabama, and advancing the identification and selection of a backup feedstock supplier.
Previous report
During 2025, changes in government incentives and tariffs announced by the U.S. federal government, the EU, Canada, Mexico, and China have created concerns regarding domestic EV adoption rates, and general uncertainty in the capital markets, which has impacted the syndication process. Also, there were protests earlier this year at our feedstock supplier. Our feedstock supplier has since announced resolution of the protests and recommenced production in the second quarter of 2025. Westwater has continued progress, and is at an advanced stage in securing a backup feedstock supplier.
Previous report
Management remains focused on completing the debt facility and will continue to update investors as appropriate.
Previous report
Through its wholly owned subsidiary, Alabama Graphite, Westwater holds mineral rights across 41,965 acres of the Alabama graphite belt in Coosa County, Alabama. During the fourth quarter of 2023, Westwater completed an IA, with an economic analysis for the Coosa Graphite Deposit. The IA was completed as a Technical Report Summary (“TRS”) disclosing Mineral Resources, including an economic analysis, for the Coosa Graphite Deposit, in accordance with S-K 1300. The TRS was completed on behalf of Westwater by SLR International Corporation (“SLR”) with an effective date of December 11, 2023, and filed with the SEC on Form 8-K/A on October 9, 2024. For further information regarding the IA and the Coosa Graphite Deposit, refer to Item 2, Properties, in the Annual Report and the aforementioned Form 8-K/A.
Previous report
Westwater commenced a strategic financing review process for the Coosa Graphite Deposit in the first quarter of 2024. This strategic financing review process seeks to identify investment sources and partners for the Coosa Graphite Deposit, and may include review of strategic investment partners or other strategic transactions. Since starting this strategic review process for the Coosa Graphite Deposit, Westwater has hosted several potential investment sources at the Coosa Graphite Deposit. We believe that further advancement and evaluation of sources of investment capital for Coosa will occur following the close of Phase I financing of the Kellyton Graphite Plant.
Previous report
Exploration Expenses
Previous report
Exploration expenses for the three and six months ended June 30, 2025, remained essentially flat compared to the same periods in 2024.
Previous report
General and administrative expenses for the three and six months ended June 30, 2025, increased by $0.6 million and $0.3 million, respectively, compared to the same periods in 2024, primarily due to an increase in stock compensation expense and a decrease in capitalized payroll costs resulting from reduced levels of construction activity, partially offset by cost saving initiatives enacted while the Company is working to complete the syndication of a loan to fund the remaining construction of Phase I of the Kellyton Graphite Plant.
Previous report
On June 13, 2025, the Company entered into the June Securities Purchase Agreement pursuant to which the Company sold the Series A-1 Convertible Notes for up to an aggregate principal amount of $5.0 million. In addition, on August 7, 2025, the Company entered into the August Securities Purchase Agreement pursuant to which the Company sold the Series B-1 Convertible Notes for an aggregate principal amount of $5.0 million. As of August 11, 2025, the Company’s cash balance was approximately $12.5 million.
Reworded paragraphs (26)
Previous wording
The following management’s discussion and analysis of the consolidated financial results and financial condition of Westwater for the three and six months ended June 30, 2025, has been prepared based on information available to us as of August 13, 2025. This discussion should be read in conjunction with the unaudited Interim Financial Statements and Notes thereto included herewith and the audited consolidated financial statements of Westwater for the period ended December 31, 2024, and the related notes thereto included in our Annual Report, which were prepared in accordance with U.S. GAAP. This management’s discussion and analysis contains forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See “Cautionary Note Regarding Forward-Looking Statements” herein.
Current wording
The following management’s discussion and analysis of the consolidated financial results and financial condition of Westwater for the three and nine months ended September 30, 2025, has been prepared based on information available to us as of November 12, 2025. This discussion should be read in conjunction with the unaudited Interim Financial Statements and Notes thereto included herewith and the audited consolidated financial statements of Westwater for the period ended December 31, 2024, and the related notes thereto included in our Annual Report, which were prepared in accordance with U.S. GAAP. This management’s discussion and analysis contains forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See “Cautionary Note Regarding Forward-Looking Statements” herein.
Previous wording
Total expected costs for Phase I of the Kellyton Graphite Plant remain at $245 million. During the second quarter of 2025, construction activities at the Kellyton Graphite Plant consisted of installing equipment and electrical work to set up the power distribution center, moving off power generators, and tapping into the Alabama power grid. As of the end of the second quarter of 2025, we have received approximately 85% of the Phase I equipment, installed micronization (sizing) and spheroidization (shaping) mills in the SG building and commissioned and started up one micronization and spheroidization mill during the quarter. In addition, we continue to install peripheral support equipment surrounding the micronization and spheroidization mills in the SG building. Westwater has constructed and continues to operate its R&D Lab. The R&D Lab allows Westwater to continue product development and optimization with potential customers, and to perform additional quality control tests. It also affords greater flexibility to optimize future samples in accordance with customer specifications.
Current wording
During the nine months ended September 30, 2025, construction activities at the Kellyton Graphite Plant consisted of installing equipment and electrical work to set up the power distribution center, moving off power generators, and tapping into the Alabama power grid. We have installed micronization (sizing) and spheroidization (shaping) mills in the SG building and commissioned and started up one micronization and spheroidization mill. In addition, we continue to install peripheral support equipment surrounding the micronization and spheroidization mills in the SG building. Westwater has constructed and continues to operate its R&D Lab. The R&D Lab allows Westwater to continue product development and optimization with potential customers, and to perform additional quality control tests. It also affords greater flexibility to optimize future samples in accordance with customer specifications.
Previous wording
Since inception of the project, and inclusive of liabilities as of June 30, 2025, the Company has incurred costs of approximately $124.4 million. The Company has continued construction activities related to Phase I of the Kellyton Graphite Plant at a measured pace during the second quarter of 2025 and expects to continue this approach to construction activities, until receipt of the additional funding needed to complete construction of Phase I of the Kellyton Graphite Plant. The Company expects to provide an update on construction timing once, and if, the additional funding is secured.
Current wording
Since inception of the project, and inclusive of liabilities as of September 30, 2025, the Company has incurred costs of approximately $125.1 million. The Company has continued construction activities related to Phase I of the Kellyton Graphite Plant at a measured pace during the third quarter of 2025. With the additional liquidity raised subsequent to the end of the quarter, the Company expects to order long-lead equipment items and further advance the Kellyton Graphite Plant, but maintain a measured approach. Given the updates provided on customer engagement above, efforts are now underway to optimize capital investment in Phase I at the Kellyton Graphite Plant. The intention is to adjust processing capacity to align our existing offtake agreements throughout this initial phase. This strategy is expected to lower the plant’s initial capacity and, in turn, decrease the total capital and reduce the time needed to reach commercial production. The Company expects to provide an update once this optimization evaluation is complete.
Previous wording
During the first half of the year, Westwater operated its qualification line at the Kellyton Graphite Plant and produced and completed multiple samples of over 1 mt of CSPG for customers for pre-production cell trials and testing. In the second quarter, the Company continued to make improvements to the qualification line to improve cycle times and graphite flow rates to optimize the capability of the qualification line.
Current wording
Since the beginning of the year, Westwater operated its qualification line at the Kellyton Graphite Plant and produced and completed multiple samples of over 1 mt of CSPG for customers for pre-production cell trials and testing. In the third quarter, the Company continued to make improvements to the qualification line to improve cycle times, yield, and graphite flow rates to optimize the capability of the qualification line.
Previous wording
Samples produced on the qualification line are representative of CSPG mass production. The Company expects that the operation of the qualification line will allow Westwater to supply its customers bulk samples of CSPG in 1 to 10 mt batches for cell qualification activities while the Company completes the construction of Phase I of the Kellyton Graphite Plant. The line will also be used to train Westwater’s operations team which the Company expects will expedite the commissioning and startup of the Kellyton Graphite Plant. In the second quarter, Westwater started the onsite commissioning of one of the micronizer mills and one of the shaping mills that will be used in conjunction with the qualification line to produce additional samples for customers until the mills are eventually used in the mass production line when the Kellyton Graphite Plant is complete and operational.
Current wording
Samples produced on the qualification line are representative of CSPG mass production. The Company expects that the operation of the qualification line will allow Westwater to supply its customers bulk samples of CSPG in 1 to 10 mt batches for cell qualification activities. The line will also be used to train Westwater’s operations team which the Company expects will expedite the commissioning and startup of the Kellyton Graphite Plant. During 2025, Westwater commissioned of one of the micronizer mills and one of the shaping mills, which are being used in conjunction with the qualification line to produce additional samples for customers until the mills are eventually used in the mass production line when the Kellyton Graphite Plant is complete and operational.
Previous wording
The Company, along with its investment banker, continues to work on completing the syndication of a secured debt facility for approximately $150 million to finance the completion of construction of Phase I of the Kellyton Graphite Plant. The Company is progressing through each of the lenders’ various due diligence and approval processes.
Current wording
During the third quarter, the Company, along with its investment banker, continued to work on completing the syndication of a secured debt facility for approximately $150 million. Due to the unexpected termination of the FCA contract, which supported the syndication process, the syndication process is now on hold.
Previous wording
Closing a syndicated debt facility for Phase I of the Kellyton Plant is subject to customary agreement on completing the syndication, final due diligence and investment committee approval by other potential lenders in the syndicate, and final loan conditions and terms. No assurance can be given that the Company will ultimately enter into the secured debt facility, or that financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company.
Current wording
Closing a syndicated debt facility for Phase I of the Kellyton Plant is subject to continuing the syndication process, customary agreement on completing the syndication, obtaining additional offtake agreements to support the syndication, due diligence and investment committee approval by potential lenders, and final loan conditions and terms. No assurance can be given that the Company will ultimately enter into the secured debt facility, or that financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company.
Previous wording
In April 2025, Westwater received a letter of interest from Export-Import Bank of the United States (“EXIM”) related to its Kellyton Graphite Plant, under the “Make More in America Initiative” and the “China and Transformational Exports Program.” The letter of interest is separate from the Phase I debt syndication process discussed above, but could be an additional source of funding. Following the receipt of the letter of interest, Westwater began further engagement with EXIM. After the end of the second quarter of 2025, Westwater formally submitted its EXIM loan application, which starts the due diligence process.
Current wording
In April 2025, Westwater received a letter of interest from Export-Import Bank of the United States (“EXIM”) related to the Kellyton Graphite Plant, under the “Make More in America Initiative” and the “China and Transformational Exports Program.” The letter of interest is separate from the Phase I debt syndication process. The application is still pending with EXIM, but because of the government shutdown, EXIM’s review of the Company’s application and diligence process has been delayed.
Previous wording
The U.S. currently relies on imports of at least 15 critical minerals, including graphite which is currently supplied almost entirely by companies located in China. The new executive order effective March 20, 2025, names the Defense Production Act and the U.S. International Development Finance Corporation as mechanisms for supporting an effort to provide financing, loans and other investment support to domestically process critical minerals.
Current wording
The U.S. currently relies on imports of at least 15 critical minerals, including graphite which is currently supplied almost entirely by companies located in China. An executive order effective March 20, 2025, names the Defense Production Act and the U.S. International Development Finance Corporation as mechanisms for supporting an effort to provide financing, loans and other investment support to domestically process critical minerals.
Previous wording
Approximately 77% of the global natural flake graphite and approximately 97% of global anode active material is supplied by China (Mining Technology, 2024), which causes China to pose a geopolitical risk, particularly to the EU and U.S. regions. China and the United States have imposed tariffs and export controls on critical minerals, including graphite, indicating the potential for further trade barriers between China and the United States. During April 2025, there was an executive order signed that imposes an additional ad valorem duty on all imports from all trading partners. Evident by the executive orders signed during 2025, while subject to continuing uncertainty, import tariffs on battery natural graphite produced anywhere outside the U.S. are likely to persist. In addition, tariffs are also now in place on CSPG shipped from other countries including Indonesia, South Korea and Japan.
Current wording
Approximately 77% of the global natural flake graphite and approximately 97% of global anode active material is supplied by China (Mining Technology, 2024), which causes China to pose a geopolitical risk, particularly to the EU and U.S. regions. China and the United States have imposed tariffs and export controls on critical minerals, including graphite, indicating the potential for further trade barriers between China and the United States. Evident by the executive orders signed during 2025, while subject to continuing uncertainty, import tariffs on battery natural graphite produced anywhere outside the U.S. are likely to persist. In addition, tariffs are also now in place on CSPG shipped from other countries including Indonesia, South Korea and Japan.
Previous wording
Further, the U.S. Department of Commerce (“DOC”) issued a preliminary determination in the anti-dumping investigation of graphite-based anode materials imported from the People’s Republic of China. The July 2025 preliminary determination concluded that Chinese producers have been selling graphite-based anode materials into the U.S. market at unfairly low prices, and as a result, proposed an anti-dumping duty of 93.5% on Chinese graphite-based anode materials. This ruling followed a May 2025 ruling addressing countervailing duties which has been subsequently amended to add a countervailing duty rate of 11.55%. Westwater believes these tariffs, duties and export restrictions continue to highlight the supply-chain risk for the U.S. and other countries related to natural graphite products and could provide an opportunity for Westwater.
Current wording
Further, the U.S. Department of Commerce (“DOC”) issued a preliminary determination in the anti-dumping investigation of graphite-based anode materials imported from the People’s Republic of China. The July 2025 preliminary determination concluded that Chinese producers have been selling graphite-based anode materials into the U.S. market at unfairly low prices, and as a result, proposed an anti-dumping duty of 93.5% on Chinese graphite-based anode materials. This ruling followed a May 2025 ruling addressing countervailing duties which has been subsequently amended to add a countervailing duty rate of 11.55%. Westwater believes these tariffs, duties and export restrictions continue to highlight
Previous wording
Westwater has developed graphite-purification technology and advanced product-development processes designed to meet the demands of potential customers for battery-grade graphite materials. Westwater is developing methodologies and constructing facilities intended to produce high purity, battery-grade graphite products at its Kellyton Graphite Plant. These products are being designed to serve all major battery sectors. In addition, we believe the processes we intend to use are environmentally sustainable and permittable in the United States, where a robust regulatory environment complements our core values to reliably deliver safe, well-made products to our customers.
Current wording
Westwater has developed patented graphite-purification technologies and advanced product-development processes designed to meet the demands of potential customers for battery-grade graphite materials. Westwater is developing methodologies and constructing facilities intended to produce high purity, battery-grade graphite products at its Kellyton Graphite Plant. These products are being designed to serve all major battery sectors. In addition, we believe the processes we intend to use are environmentally sustainable and permittable in the United States, where a robust regulatory environment complements our core values to reliably deliver safe, well-made products to our customers.
Previous wording
Capital Raises during the three and six months ended June 30, 2025
Current wording
Capital Raises during the three and nine months ended September 30, 2025
Previous wording
During the three and six months ended June 30, 2025, the Company sold 4.6 million and 7.1 million shares of Common Stock for net proceeds of $2.4 million and $4.4 million, respectively, pursuant to the ATM Sales Agreement, and sold 1.3 million and 5.1 million shares of Common Stock for net proceeds of $0.6 million and $3.2 million, respectively, pursuant to the 2024 Lincoln Park PA.
Current wording
During the three and nine months ended September 30, 2025, the Company sold 6.7 million and 13.8 million shares of Common Stock for net proceeds of $5.7 million and $10.1 million, respectively, pursuant to the ATM Sales Agreement. During the nine months ended September 30, 2025, the Company sold 5.1 million shares of Common Stock for net proceeds of $3.2 million pursuant to the 2024 Lincoln Park PA. There were no sales of Common Stock for the three months ended September 30, 2025 pursuant to the 2024 Lincoln Park PA.
Previous wording
Our net loss for the three months ended June 30, 2025, was $3.9 million, or $0.05 per share, as compared with a net loss of $3.8 million, or $0.07 per share for the same period in 2024. The $0.1 million increase in our net loss was primarily due to an increase in stock compensation expense, issuance costs related to the Series A-1 Convertible Notes issued in the second quarter of 2025, and more depreciation expense resulting from the qualification line, which was placed in service in January of 2025. These increases were offset by other expenses in the prior comparable period related to a loss on sales and a write-down of raw material inventory.
Current wording
Our net loss for the three months ended September 30, 2025, was $9.8 million, or $0.12 per share, as compared with a net loss of $3.1 million, or $0.05 per share for the same period in 2024. The $6.7 million increase in our net loss was primarily due to other expenses for conversions and fair value adjustments of the Convertible Notes, an increase in stock compensation expense, more depreciation expense, and more product development expenses in the current period. These increases were offset by other expenses related to a loss on sales and a write-down of raw material inventory in the prior comparable period.
Previous wording
Our net loss for the six months ended June 30, 2025, was $6.5 million, or $0.09 per share, as compared with a net loss of $6.7 million, or $0.12 per share for the same period in 2024. The $0.2 million decrease in our net loss was primarily due to other expenses recorded in the prior comparable period related to a loss on sales and a write-down of raw material inventory and less product development expenses in the current period. The decreases were partially offset by an increase in stock compensation expense, issuance costs related to the Series A-1 Convertible Notes issued in the second quarter of 2025, more depreciation expense resulting from the qualification line, which was placed in service in January 2025, and less interest income.
Current wording
Our net loss for the nine months ended September 30, 2025, was $16.4 million, or $0.21 per share, as compared with a net loss of $9.8 million, or $0.17 per share for the same period in 2024. The $6.6 million increase in our net loss was primarily due to other expenses for issuance costs, conversions, and fair value adjustments of the Convertible Notes, an increase in stock compensation expense, and more depreciation expense. These increases were offset by other expenses related to a loss on sales and a write-down of raw material inventory in the prior comparable period. See below for further details related to these changes.
Previous wording
Product development expenses for the three months ended June 30, 2025, were $0.3 million and remained essentially flat compared to the same period in 2024. Product development expenses for the six months ended June 30, 2025, were $0.5 million, a decrease of $0.1 million compared to the same period in 2024. Product development expenses for the three and six months ended June 30, 2025 and 2024, related primarily to sample production of battery-grade natural graphite products for evaluation by current and potential customers.
Current wording
Product development expenses for the three months ended September 30, 2025, were $0.4 million, an increase of $0.1 million compared to the same period in 2024. Product development expenses for the nine months ended September 30, 2025, were $0.8 million and remained essentially flat compared to the same period in 2024. Product development expenses for the three and nine months ended September 30, 2025 and 2024, related primarily to sample production of battery-grade natural graphite products for evaluation by current and potential customers.
Previous wording
Other expense, net for the three months ended June 30, 2025, was $0.3 million, compared to other expense, net of $1.0 million for the same period in 2024. Other expense, net for the six months ended June 30, 2025, was $0.3 million, compared to other expense, net of $0.9 million for the same period in 2024. The change in other expense, net for both periods is primarily due to other expenses in the prior comparable periods related to a loss on sales and a write-down of raw material inventory; partially offset by issuance costs related to the Series A-1 Convertible Notes issued in the second quarter of 2025.
Current wording
Other expense, net for the three months ended September 30, 2025, was $5.8 million, compared to other expense, net of $0.4 million for the same period in 2024. Other expense, net for the nine months ended September 30, 2025, was $6.1 million, compared to other expense, net of $1.2 million for the same period in 2024. The change in other expense, net for both periods was primarily due to other expenses for issuance costs, conversions, and fair value adjustments of the Convertible Notes. Other expense related to the conversions and adjustments to the Convertible Notes was impacted by the Company’s higher stock price during the quarter ended September 30, 2025. The increase in other expense in the current periods were partially offset by a loss on sales and a write-down of raw material inventory recognized in the same periods of the prior year.
Previous wording
Net cash used in operating activities of $4.7 million for the six months ended June 30, 2025, represents a decrease of $0.5 million compared to the same period in 2024. The decrease in cash used in operating activities was primarily due to changes in other working capital.
Current wording
Net cash used in operating activities of $7.9 million for the nine months ended September 30, 2025, represents an increase of $4.2 million compared to the same period in 2024. The increase in cash used in operating activities was primarily due to $3.4 million of cash received on sales of raw material inventory in 2024, and changes in other working capital.
Previous wording
Net cash used in investing activities increased by $1.6 million for the six months ended June 30, 2025, as compared to the same period in 2024. For both periods, the investing activity represents construction capital expenditures as the Company continues a managed approach to construction activity while seeking debt financing to fund the remaining construction of Phase I of the Kellyton Graphite Plant, slightly offset by cash received from sales of assets. SeeNote 5 Property, Plant and Equipment for further details.
Current wording
Net cash used in investing activities increased by $2.4 million for the nine months ended September 30, 2025, as compared to the same period in 2024. For both periods, the investing activity represents construction capital expenditures as the Company continues a managed approach to construction activity while seeking debt financing to fund the remaining construction of Phase I of the Kellyton Graphite Plant, slightly offset by cash received from sales of assets. SeeNote 5 Property, Plant and Equipment for further details.
Previous wording
Net cash provided by financing activities increased by $11.2 million for the six months ended June 30, 2025, as compared to the same period in 2024. The increase was primarily due to net cash proceeds received for the Series A-1 Convertible Notes issued in the second quarter of 2025 and an increase in shares of Common Stock sold under the ATM Sales Agreement and 2024 Lincoln Park PA during the six months ended June 30, 2025, compared to the same period in 2024.
Current wording
Net cash provided by financing activities increased by $21.6 million for the nine months ended September 30, 2025, as compared to the same period in 2024. The increase was primarily due to net cash proceeds received for the Convertible Notes issued in the current year and an increase in shares of Common Stock sold under the ATM Sales Agreement and 2024 Lincoln Park PA during the nine months ended September 30, 2025, compared to the same period in 2024.
Previous wording
Since 2009, the Company has not recorded revenue from operations and, as of June 30, 2025, current liabilities exceeded current assets. As such, Westwater is subject to the risks associated with development stage companies. Management expects to continue to incur cash losses as a result of construction activity at the Kellyton Graphite Plant and general and administrative expenses until operations commence at the Kellyton Graphite Plant. If financing is not available to fund the construction of Phase I of the Kellyton Graphite Plant through the equity and debt capital markets or alternative financing sources, the Company may be required to reduce or severely curtail operations, change its planned business development strategies related to the Coosa Graphite Deposit and Phase I of the Kellyton Graphite Plant, alter the construction and commissioning timeline of Phase I of the Kellyton Graphite Plant, put the construction of Phase I of the Kellyton Graphite Plant on hold until additional funding is obtained, or seek strategic alternatives. If the Company is required to abandon construction and development or alter its intended long-term plans related to the Kellyton Graphite Plant, the Company could be required to evaluate the recoverability of its long-lived assets.
Current wording
to fund the construction of Phase I of the Kellyton Graphite Plant through the equity and debt capital markets or alternative financing sources, the Company may be required to reduce or severely curtail operations, change its planned business development strategies related to the Coosa Graphite Deposit and Phase I of the Kellyton Graphite Plant, alter the construction and commissioning timeline of Phase I of the Kellyton Graphite Plant, put the construction of Phase I of the Kellyton Graphite Plant on hold until additional funding is obtained, or seek strategic alternatives. If the Company is required to abandon construction and development or alter its intended long-term plans related to the Kellyton Graphite Plant, the Company could be required to evaluate the recoverability of its long-lived assets.
Previous wording
The Company has relied on equity financings, debt financings and asset sales to fund its operations. During the six months ended June 30, 2025, and through the date that the Interim Financial Statement were issued, the Company continued construction activities related to the Kellyton Graphite Plant. However, those construction activities have been significantly reduced from anticipated levels until the additional funding needed to complete Phase I of the Kellyton Graphite Plant is in place. The Company’s construction-related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party service provider through the date of such termination. In its going concern analysis, the Company considered construction activity and related costs through the date that the Interim Financial Statements were issued. Based on this analysis and excluding potential external funding opportunities and the Company’s current equity facility, the Company’s planned non-discretionary expenditures for one year past the issue date of these Interim Financial Statements exceed the cash on hand as of the date of these Interim Financial Statements. SeeNote 2 Liquidity and Going Concern to the Interim Financial Statements for additional information.
Current wording
The Company has relied on equity financings, debt financings and asset sales to fund its operations. During the quarter ended September 30, 2025, and through the date that these Interim Financial Statements were issued, the Company continued construction activities related to the Kellyton Graphite Plant. However, construction activities have been significantly reduced from anticipated levels until additional funding is secured to advance Phase I of the Kellyton Graphite Plant. The Company’s construction-related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party service provider through the date of such termination. SeeNote 2 Liquidityto the Interim Financial Statements for additional information.
Previous wording
On June 30, 2025, the Company’s cash balance was approximately $6.7 million. During the six months ended June 30, 2025, the Company sold 7.1 million shares of Common Stock for net proceeds of $4.4 million pursuant the ATM Sales Agreement and sold 5.1 million shares of Common Stock for net proceeds of $3.2 million pursuant to the 2024 Lincoln Park PA. As of June 30, 2025, the Company has approximately $47.3 million remaining available for future sales
Current wording
On September 30, 2025, the Company’s cash balance was approximately $12.9 million. During the nine months ended September 30, 2025, the Company sold 13.8 million shares of Common Stock for net proceeds of $10.1 million pursuant to the ATM Sales Agreement, and sold 5.1 million shares of Common Stock for net proceeds of $3.2 million pursuant to the 2024 Lincoln Park PA.
Previous wording
under the ATM Sales Agreement and $26.3 million remaining available for future sales under the 2024 Lincoln Park PA, subject to certain limitations contained with the Series A-1 Convertible Notes.
Current wording
As of September 30, 2025, the Company has approximately $26.2 million remaining available for future sales under the 2024 Lincoln Park PA, subject to certain limitations contained within the Convertible Notes. SeeNote 9 Common Stock for further details regarding the Company’s equity financing agreements.
Previous wording
With the exception of historical matters, the matters discussed in this report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding the adequacy of funding, liquidity, access to capital, financing activities, the timing or occurrence of any future drilling or production from the Company’s properties, economic conditions, the strategic goals of the business, costs of any phase of development or operational line at the Kellyton Graphite Plant and estimated construction and commissioning timelines and completion dates, the start date for the mining of the Coosa Graphite Deposit, and the Company’s anticipated cash burn rate and capital requirements. Words such as “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” “target” and variations of these words, comparable words and similar expressions generally indicate forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among others:
Current wording
timing or occurrence of any future drilling or production from the Company’s properties, economic conditions, the strategic goals of the business, costs of any phase of development or operational line at the Kellyton Graphite Plant and estimated construction and commissioning timelines and completion dates, the start date for the mining of the Coosa Graphite Deposit, and the Company’s anticipated cash burn rate and capital requirements. Words such as “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” “target” and variations of these words, comparable words and similar expressions generally indicate forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among others:
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
the supply-chain risk for the U.S. and other countries related to natural graphite products and could provide an opportunity for Westwater.
Current report — wording carried from elsewhere
Depreciation and amortization for the three and nine months ended September 30, 2025, increased by $0.2 million and $0.4 million, respectively, compared to the same periods in 2024, due to an increase in depreciation expense resulting from the qualification line, which was placed in service in January of 2025.
Current report — wording carried from elsewhere
Since 2009, the Company has not recorded revenue from operations and, as of September 30, 2025, current liabilities exceeded current assets. As such, Westwater is subject to the risks associated with development stage companies. Management expects to continue to incur cash losses as a result of construction activity at the Kellyton Graphite Plant and general and administrative expenses until operations commence at the Kellyton Graphite Plant. If financing is not available
Current report — wording carried from elsewhere
With the exception of historical matters, the matters discussed in this report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding the adequacy of funding, liquidity, access to capital, financing activities, the