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WESTWATER RESOURCES, INC.

For the period ended Mar 31, 2026. Filed May 12, 2026.

View on SEC.gov

About 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.

Mar 31, 2026 · Filed May 12, 2026

WWR$0.39+2.8%Stored close · as of Nov 6, 2026

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PART I — FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(expressed in thousands of dollars, except share amounts)

​​​​​​​
​ · ​ ​ ​ · March 31, · ​ ​ ​ · December 31,
​ · ​ · 2026 · ​ · 2025
ASSETS · ​ · ​ · ​ · ​
​​​​​​​
Current Assets: · ​ · ​ · ​ · ​
Cash and cash equivalents$41,461$48,576
Prepaid and other current assets886294
Total Current Assets42,34748,870
​​​​​​​
Property, plant and equipment, at cost:​​
Property, plant and equipment146,068144,646
Less: Accumulated depreciation(1,641)(1,453)
Net property, plant and equipment144,427143,193
Other long-term assets2,3602,470
Total Assets$189,134$194,533
​​​
LIABILITIES AND STOCKHOLDERS’ EQUITY​​
​​​​​​​
Current Liabilities:​​
Accounts payable$4,411$3,989
Series A-1 Convertible Notes​​1,602​​1,848
Series B-1 Convertible Notes​​2,106​​4,125
Accrued liabilities9391,660
Total Current Liabilities9,05811,622
​​​​​​​
Other long-term liabilities1,3811,382
Total Liabilities10,43913,004
​​​​​​​
Commitments and Contingencies (see Note 10)​​​​
​​​​​​​
Stockholders’ Equity:​​
Common Stock, 200,000,000 shares authorized, $0.001 par value​​
Issued shares - 124,703,113 and 117,989,625, respectively​​
Outstanding shares - 124,702,952 and 117,989,464, respectively125118
Paid-in capital584,515582,681
Accumulated deficit(405,687)(401,012)
Less: Treasury stock (161 shares), at cost(258)(258)
Total Stockholders’ Equity178,695181,529
​​​​​​​
Total Liabilities and Stockholders’ Equity$189,134$194,533

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

​​​​​​
​For the Three Months Ended
​March 31,
​ · 2026 · ​ ​ · 2025
Operating Expenses:​​​​​
Product development expenses$(550)​$(182)
Exploration expenses​(312)​​(7)
General and administrative expenses​(3,541)​​(2,294)
Depreciation and amortization​(190)​​(152)
Total operating expenses​(4,593)​​(2,635)
​​​​​​
Non-Operating Expense:​​
Series A-1 Convertible Notes gain​246​​—
Series B-1 Convertible Notes loss​(717)​​—
Other income (expense), net​389​​(41)
Total other expense, net(82)(41)
​​​
Net Loss$(4,675)$(2,676)
​​​
BASIC AND DILUTED LOSS PER SHARE$(0.04)​$(0.04)
​​​​​​
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING122,571,87267,919,882

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(expressed in thousands of dollars)

​​​​​​​
​ · ​ · For the Three Months Ended
​ · ​ · March 31,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Operating Activities: · ​ · ​ · ​ · ​
Net loss$(4,675)​$(2,676)
Reconciliation of net loss to cash used in operations:​​​
Non-cash lease expense87​32
Depreciation and amortization190​152
Stock compensation expense623​172
Series A-1 Convertible Notes gain​​(246)​​—
Series B-1 Convertible Notes loss​​717​​—
Deferred contract costs write-off​​259​​​
Effect of changes in operating working capital items:​​​​​​
Increase in other long-term assets​​(239)​​(347)
Increase in prepaids and other current assets(592)​(306)
(Decrease) increase in payables and accrued liabilities(166)​663
Net Cash Used In Operating Activities(4,042)​(2,310)
​​​​​​​
Investing Activities:​​​
Capital expenditures(1,554)​(2,932)
Net Cash Used In Investing Activities(1,554)​(2,932)
​​​​​​​
Financing Activities:​​​
Issuance of Common Stock, net of issuance costs1,213​4,606
Payment of debt issuance costs​​—​​(30)
Payment of minimum withholding taxes on net share settlements of equity awards(2,731)​(343)
Payments on finance lease liabilities​​(1)​​(1)
Net Cash (Used In) Provided By Financing Activities(1,519)​4,232
​​​​
Net decrease in Cash and Cash Equivalents(7,115)​(1,010)
Cash and Cash Equivalents, Beginning of Period48,576​4,272
Cash and Cash Equivalents, End of Period$41,461​$3,262
​​​​​​​
Supplemental Cash Flow Information​​​​​​
Accrued capital expenditures (at end of period)​​884​​4,828
Common Stock issued for Series B-1 Convertible Notes​​2,736​​—
Accrued debt issuance costs (at end of period)​​—​​1,726
Total Supplemental Cash Flow Information$3,620​$6,554

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(expressed in thousands of dollars, except share amounts)

​​​​​​​​​​​​​​​​​​
Three months ended March 31, 2026 · ​ · Common Stock · ​ · Paid-In · ​ · Accumulated · ​ · Treasury · ​ · ​ · ​
​ · ​ · Shares · ​ · Amount · ​ · Capital · ​ · Deficit · ​ · Stock · ​ · Total
Balances, December 31, 2025117,989,625​$118​$582,681​$(401,012)​$(258)​$181,529
Net loss—​—​​—​(4,675)​—​(4,675)
Common Stock issued, net of issuance costs1,003,867​1​​1,212​—​—​1,213
Common Stock issued for Series B-1 Convertible Notes​2,694,900​​3​​2,733​​—​​—​​2,736
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes3,014,721​3​​620​—​—​623
Minimum withholding taxes on net share settlements of equity awards​—​​—​​(2,731)​​—​​—​​(2,731)
Balances, March 31, 2026124,703,113​$125​$584,515​$(405,687)​$(258)​$178,695
​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​
Three months ended March 31, 2025​Common Stock​Paid-In​Accumulated​Treasury​​​
​​ ​ ​Shares​ ​ ​Amount​ ​ ​Capital​ ​ ​Deficit​ ​ ​Stock​ ​ ​Total
Balances, December 31, 202464,830,081​$65​$507,001​$(373,686)​$(258)​$133,122
Net loss—​—​—​(2,676)​—​(2,676)
Common Stock issued, net of issuance costs6,352,189​6​4,600​—​—​4,606
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes​914,431​1​171​​—​​—​​172
Minimum withholding taxes on net share settlements of equity awards—​—​(343)​—​—​(343)
Balances, March 31, 202572,096,701​$72​$511,429​$(376,362)​$(258)​$134,881
​​​​​​​​​​​​​​​​​​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements (the “Interim Financial Statements”) for Westwater Resources, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying Interim Financial Statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report. The Interim Financial Statements are unaudited. In the opinion of management, all adjustments (which are of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, 2026.

Significant Accounting Policies

Significant accounting policies are detailed inNote 1, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements within our Annual Report.

Recently Issued Accounting Pronouncements

In January 2025, the FASB issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” (“ASU 2025-01”). ASU 2025-01 amends the effective date of ASU 2024-03 to clarify that all public entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40)” (“ASU 2024-03”). ASU 2024-03 improves financial reporting by requiring companies to disclose additional information about certain expenses in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements.

  1. LIQUIDITY

The Company has not recorded revenue from its graphite operations, and as such, Westwater is subject to all the risks associated with a development-stage company. Management expects to continue to incur cash losses to further advance the Coosa Graphite Deposit, to continue construction activity at the Kellyton Graphite Plant and for general and administrative expenses until operations commence at the Kellyton Graphite Plant. Operations at the Kellyton Graphite Plant are dependent on securing the additional funding needed to complete construction of Phase I of the Kellyton Graphite Plant.

During the quarter ended March 31, 2026, and through the date that these Interim Financial Statements were issued, the Company continued construction activities related to the Kellyton Graphite Plant. However, the 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, including purchases of long lead equipment, through the date of such termination.

On March 31, 2026, the Company’s cash balance was approximately $41.5 million. During the three months ended March 31, 2026, the Company sold 1.0 million shares of Common Stock for net proceeds of $1.2 million pursuant to the ATM Sales Agreement. As of March 31, 2026, the Company has approximately $70.6 million remaining available for future sales under the ATM Sales Agreement and 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 7 Stockholders’ Equity for further details regarding the Company’s equity financing agreements.

While the Company has advanced its business plan and has been successful in the past raising funds through equity and debt financings, as well as through the sale of non-core assets, no assurance can be given that additional financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company. Recent volatility in the equity and debt capital markets, higher interest rates, inflation, electric vehicle production and adoption rates, uncertain economic conditions and regulatory policy and enforcement, tariff policy and import/export restrictions, and unstable geopolitical conditions, could significantly impact the Company’s ability to access the necessary funding to advance its business plan. The Company’s ability to raise additional funds under the ATM Sales Agreement and the 2024 Lincoln Park PA may be limited by the Company’s market capitalization, share price and trading volume.

Management believes the Company’s current cash balance is sufficient to fund its planned non-discretionary expenditures beyond a year after the date that these Interim Financial Statements were issued.

  1. PROPERTY, PLANT AND EQUIPMENT

As of March 31, 2026, and December 31, 2025, the Company had the following components within the “Property, plant and equipment” line item on the Condensed Consolidated Balance Sheets:

​​​​​​​​​​
​ · ​ · Net Book Value of Property, Plant and Equipment at March 31, 2026
(thousands of dollars) · ​ ​ ​ · Alabama · ​ ​ ​ · Corporate · ​ ​ ​ · Total
Mineral rights and properties​$8,972​$—​$8,972
Buildings​​3,093​​—​​3,093
Other property, plant and equipment​4,202​9​4,211
Construction in progress​​128,151​​—​​128,151
Total​$144,418​$9​$144,427
​​​​​​​​​​
​ · ​ · Net Book Value of Property, Plant and Equipment at December 31, 2025
(thousands of dollars) · ​ ​ ​ · Alabama · ​ ​ ​ · Corporate · ​ ​ ​ · Total
Mineral rights and properties​$8,972​$—​$8,972
Buildings​​3,122​​—​​3,122
Other property, plant and equipment​4,360​10​4,370
Construction in progress​​126,729​​—​​126,729
Total​$143,183​$10​$143,193

Construction in Progress

Construction in progress represents assets that are not ready for service or are in the construction stage. Assets are depreciated based on the estimated useful life of the asset once it is placed in service.

Impairment of Property, Plant and Equipment

The Company reviews and evaluates its long-lived assets for impairment on an annual basis or more frequently when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. For the three months ended March 31, 2026, no events or changes in circumstances are believed to have impacted recoverability of the Company’s long-lived assets. Accordingly, it was determined thatno interim impairment was necessary. As discussed inNote 2 Liquidity, 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.

  1. CONVERTIBLE NOTES

On June 13, 2025, the Company entered into the June Securities Purchase Agreement with certain institutional investors under which the Company agreed to issue and sell in a registered public offering directly to the investors, convertible notes for an aggregate principal amount of $5,000,000, which are convertible into shares of the Company’s Common Stock (the “Series A-1 Convertible Notes”).

On August 7, 2025, the Company entered into the August Securities Purchase Agreement with certain institutional investors under which the Company agreed to issue and sell in a registered public offering directly to the investors, convertible notes for an aggregate principal amount of $5,000,000, which are convertible into shares of the Company’s Common Stock (the “Series B-1 Convertible Notes”).

The Securities Purchase Agreements contain customary representations, warranties and covenants. The Convertible 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 Convertible Notes also contain standard and customary events of default.

No note in the series of Convertible Notes may be converted to the extent that such conversion would cause a holder of any 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 Convertible Notes shall not bear interest except that upon the occurrence and during the continuance of an event of default (as such term is defined in the Convertible Notes). Upon the occurrence and during the continuance of an event of default, the interest rate on the Convertible Notes will be 18% per annum. Unless earlier converted, the Convertible Notes will mature on thetwenty-four month anniversary of their respective issuance dates. Additionally, the Convertible Notes have a financial covenant of maintaining a minimum balance of available cash of $2.25 million.

At any time after the respective issuance date, all amounts due under the Series A-1 Convertible Notes and Series B-1 Convertible Notes are convertible, in whole or in part, and subject to the Beneficial Ownership Cap, at a conversion price equal to $0.63 and $0.83, respectively, which is subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization, subsequent issuances, and other events. When a conversion occurs on an Installment Amount (as defined below), the conversion price is the lower of the respective conversion price or 92% of the lowest VWAP of the Common Stock during thefive consecutive trading days prior to the Installment Date (as defined below).

Starting on the respective issuance dates, the Convertible Notes amortize in equal installments (each, an “Installment Amount”), and we will make monthly payments on the first trading day of each monthly anniversary commencing on the respective issuance date through the maturity date (each, an “Installment Date”), payable in cash or shares of Common Stock, at the Company’s option. Upon the satisfaction of certain conditions, we may prepay outstanding Convertible Notes upon not less than 20 trading days’ written notice by paying an amount equal to the portion of the Convertible Notes being redeemed at a 115% premium.

Pursuant to the June and August Securities Purchase Agreements, the Company has agreed to seek stockholder approval of the issuance of conversion shares upon the future conversion of the Convertible Notes, if any, that would exceed 19.99% 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, a “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 Convertible Notes and shares of Common Stock issuable upon conversion of the Convertible Notes were offered and sold pursuant to prospectus supplements filed on August 7, 2025 and June 13, 2025 as a “takedown” from the Company’s shelf registration statement on Form S-3.

The Company elected the Fair Value Option for the Convertible Notes (seeNote 5 Fair Value Measurements for more details).

For the three months ended March 31, 2026, the Company recognized other income of approximately $0.2 and $0.4 million related to changes in fair values of the Series A-1 Convertible Notes and Series B-1 Convertible Notes, respectively. For the three months ended March 31, 2026, the Company recognized other expense of approximately $1.1 million related to conversions of the Series B-1 Convertible Notes. There wereno conversions of the Series A-1 Convertible Notes for the three months ended March 31, 2026.

5. FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following tables set forth by level, within the fair value hierarchy, the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025. In accordance with U.S. GAAP, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of certain financial instruments, including cash, accounts payable, and accrued liabilities approximate fair value due to their short maturities. Consequently, such financial instruments are not included in the following tables.

​​​​​​​​​​​​​
​ · ​ · March 31, 2026
(thousands of dollars) · ​ ​ ​ · Level 1 · ​ ​ ​ · Level 2 · ​ ​ ​ · Level 3 · ​ ​ ​ · Total
Current assets · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Cash equivalent:​​​​​​​​​​​​
Money market account​$41,260​$—​$—​$41,260
Current liabilities​​​​​​​​
Series A-1 Convertible Notes​​—​​—​​(1,602)​​(1,602)
Series B-1 Convertible Notes​​—​​—​​(2,106)​​(2,106)
Total current assets (liabilities), net recorded at fair value​$41,260​$—​$(3,708)​$37,552
​​​​​​​​​​​​​
​ · ​ · December 31, 2025
(thousands of dollars) · ​ ​ ​ · Level 1 · ​ ​ ​ · Level 2 · ​ ​ ​ · Level 3 · ​ ​ ​ · Total
Current assets · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Cash equivalent:​​​​​​​​​​​​
Money market account​$48,395​$—​$—​$48,395
Current liabilities​​​​​​​​
Series A-1 Convertible Notes​​—​​—​​(1,848)​​(1,848)
Series B-1 Convertible Notes​​—​​—​​(4,125)​​(4,125)
Total current assets (liabilities), net recorded at fair value​$48,395​$—​$(5,973)​$42,422

The fair value of the Convertible Notes is considered Level 3 as the Company considers unobservable inputs related to the probability of the occurrence of certain contingent conversion and redemption features in its determination of fair value, and unobservable inputs related to potential changes in the Company’s future stock prices based on a binomial lattice pricing model. Changes in those unobservable inputs could significantly impact the estimated fair value of the Convertible Notes.

The estimated fair value of the Convertible Notes as of March 31, 2026 and December 31, 2025, were computed using the following assumptions:

​​​​​
​ · ​ · March 31, 2026
​​ ​ ​Series A-1 Convertible Notes​ ​ ​Series B-1 Convertible Notes
Expected volatility​101.0%​99.2%
Expected dividend rate​—​—
Risk-free interest rate​3.70%​3.72%
​​​​​
​ · ​ · December 31, 2025
​​ ​ ​Series A-1 Convertible Notes​ ​ ​Series B-1 Convertible Notes
Expected volatility​104.2%​99.6%
Expected dividend rate​—​—
Risk-free interest rate​3.48%​3.47%

The Company didnot make any transfers into or out of Level 3 of the fair value hierarchy during the three month period ending March 31, 2026 and 2025.

As of March 31, 2026, the remaining principal balance for the Series A-1 Convertible Notes and Series B-1 Convertible Notes were approximately $1.4 million and $1.7 million, respectively.

The net carrying amounts of the liability are summarized as follows:

​​​​​​​​​​​​​
​ · ​ · Balances, · ​ · For the Three Months Ended March 31, 2026 · ​ · Balances,
(thousands of dollars) · ​ · December 31, 2025 · ​ · Conversions · ​ · Change in Fair Value · ​ · March 31, 2026
Series A-1 Convertible Notes​$(1,848)​$—​$246​$(1,602)
Series B-1 Convertible Notes​​(4,125)​​1,615​​404​​(2,106)
Total​$(5,973)​$1,615​$650​$(3,708)

Losses and gains on Convertible Notes related to conversions andchanges in fair value, respectively, were recognized as “Non-Operating Expenses” within the Condensed Consolidated Statement of Operations for the three months ended March 31, 2026, as the losses were unrelated to instrument specific credit risk. During the three months ended March 31, 2026, the Company issued approximately 2.7 million shares of the Company’s Common Stock to settle approximately $1.6 million of the net carrying amount related to the Convertible Notes.

6. ACCRUED LIABILITIES

As of March 31, 2026, and December 31, 2025, the Company had the following components within the “Accrued liabilities” line item on the Condensed Consolidated Balance Sheets:

​​​​​​​
​ · ​ · March 31, · ​ · December 31,
(thousands of dollars) · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Accrued liabilities:​​​​​​
Accrued compensation​$490​$986
Liabilities related to Company insurance​​28​​55
Accrued legal fees​​—​​104
Current portion of lease liabilities​​221​​309
Other accrued liabilities​​200​​206
Total accrued liabilities​$939​$1,660
  1. STOCKHOLDERS’ EQUITY

Common Stock Issued, Net of Issuance Costs

ATM Financing with H.C. Wainwright

On August 30, 2024, the Company entered into an ATM Sales Agreement with H.C. Wainwright to sell shares of its Common Stock from time to time, through an “at the market” offering program under which H.C. Wainwright will act as the sales agent. The Company will pay H.C. Wainwright a commission rate equal to up to 3.0% of the aggregate gross proceeds from each sale of ATM Shares and has agreed to provide H.C. Wainwright with customary indemnification and contribution rights. The Company will also reimburse H.C. Wainwright for certain specified expenses in connection with entering into the ATM Sales Agreement. The ATM Sales Agreement contains customary representations and warranties and conditions to the sale of the ATM Shares pursuant thereto. Sales of the ATM Shares made under the ATM Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

On March 21, 2025, Westwater filed a prospectus supplement for the purpose of registering under the Company’s Registration Statement on Form S-3 (the “Registration Statement”) the offer and sale of shares of Common Stock in the aggregate amount of up to $50.0 million pursuant to the ATM Sales Agreement. 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 $75.0 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.

During the three months ended March 31, 2026 and 2025, the Company sold 1.0 million and 2.5 million shares of Common Stock for net proceeds of $1.2 million and $2.0 million, respectively, pursuant to the ATM Sales Agreement. As of March 31, 2026, the Company has approximately $70.6 million remaining available for future sales under the ATM Sales Agreement.

August 2024 Purchase Agreement with Lincoln Park Capital, LLC

On August 30, 2024, the Company entered into the 2024 Lincoln Park PA and the 2024 Lincoln Park Registration Rights Agreement, pursuant to which Lincoln Park has committed to purchase up to $30.0 million of the Company’s Common Stock.

Under the terms and subject to the conditions of the 2024 Lincoln Park PA, 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 on October 18, 2024 (the “Commencement Date”). The Registration Statement on Form S-1 registering for resale the shares of Common Stock issuable pursuant to the 2024 Lincoln Park PA was declared effective by the SEC on October 11, 2024, and a related final prospectus was filed on October 18, 2024, pursuant to Rule 424(b)(3).

After the Commencement Date under the 2024 Lincoln Park PA, 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 250,000 shares, provided that the closing sale price of the Common Stock is not below $0.75 on the purchase date; and (iii) the Regular Purchase may be increased to up to 300,000 shares, provided that the closing sale price of the Common Stock is not below $1.00 on the purchase date (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction as provided in the 2024 Lincoln Park PA). In each case, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $1,000,000. The purchase price per share for each such Regular Purchase will be based on an agreed-upon fixed discount to the prevailing market prices of the Company’s Common Stock immediately preceding the time of sale. In addition to Regular

Purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases at such times and subject to the limitations set forth in the 2024 Lincoln Park PA.

Under applicable rules of the NYSE American, in no event could the Company issue or sell to Lincoln Park under the 2024 Lincoln Park PA any shares of its Common Stock to the extent the issuance of such shares of Common Stock, when aggregated with all other shares of Common Stock issued pursuant to the 2024 Lincoln Park PA, would cause the aggregate number of shares of Common Stock issued pursuant to the 2024 Lincoln Park PA to exceed 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the 2024 Lincoln Park PA without stockholder approval. On May 27, 2025, the Company held its 2025 Annual Stockholders Meeting and obtained stockholder approval for the issuance of more than 19.99% of the shares of the Company’s Common Stock outstanding.

Lincoln Park has no right to require the Company to sell any shares of Common Stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to certain conditions. In all instances, the Company may not sell shares of its Common Stock to Lincoln Park under the 2024 Lincoln Park PA if it would result in Lincoln Park beneficially owning more than 9.99% of its Common Stock. There are no upper limits on the price per share that Lincoln Park must pay for shares of Common Stock.

As consideration for its commitment to purchase shares of Common Stock under the 2024 Lincoln Park PA, the Company issued to Lincoln Park 600,000 shares of Common Stock and may issue to Lincoln Park up to an additional 600,000 shares of Common Stock (the “Additional Commitment Shares”) in connection with each purchase of Common Stock by Lincoln Park and in an amount of Additional Commitment Shares as calculated pursuant to the 2024 Lincoln Park PA.

Actual sales of shares of Common Stock to Lincoln Park will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Lincoln Park has covenanted not to cause or engage in, in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s shares of Common Stock.

The net proceeds under the 2024 Lincoln Park PA to the Company will depend on the frequency and prices at which the Company sells shares of its Common Stock to Lincoln Park. The Company expects that any proceeds received by the Company from such sales to Lincoln Park will be used for working capital and general corporate purposes.

There wereno sales of Common Stock pursuant to the 2024 Lincoln Park PA for the three months ended March 31, 2026. During the three months ended March 31, 2025, the Company sold approximately 3.8 million shares of Common Stock for net proceeds of $2.6 million pursuant to the 2024 Lincoln Park PA. As of March 31, 2026, the Company has approximately $26.2 million worth of shares of Common Stock that are available for future sales, subject to the limitations noted above, pursuant to the 2024 Lincoln Park PA.

  1. STOCK-BASED COMPENSATION

The Company’s stockholders approved an amendment to the 2013 Plan to increase the authorized number of shares of Common Stock available and reserved for issuance under the 2013 Plan by 20,000,000 shares on May 27, 2025.

Under the 2013 Plan, the Company may grant awards of stock options, stock appreciation rights, restricted stock awards, RSUs, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards to eligible persons. Equity awards under the 2013 Plan are granted from time to time at the discretion of the Compensation Committee of the Board (the “Committee”), with vesting periods and other terms as determined by the Committee with a maximum term of 10 years. The 2013 Plan is administered by the Committee, which can delegate the administration to the Board, other committees or to such other officers and employees of the Company as designated by the Committee and permitted by the 2013 Plan. As of March 31, 2026,4,622,837 shares were available for future issuances under the 2013 Plan.

The Inducement Plan provides for the grant of equity-based awards, including RSUs, restricted stock, performance shares and performance units. Under the Inducement Plan, the Company may grant equity awards for the sole purpose of recruiting and hiring new employees. As of March 31, 2026,114,429 shares were available for future issuances under the Inducement Plan.

For the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense of $0.6 million and $0.2 million, respectively. Stock compensation expense is recorded in the “General and administrative expenses” line item within the Condensed Consolidated Statements of Operations.

Stock Options

The following table summarizes stock options outstanding for the three months ended March 31, 2026 and 2025:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · March 31, 2026 · ​ · March 31, 2025
​​ ​ ​​​ ​ ​Weighted​ ​ ​​​ ​ ​Weighted
​​Number of​Average​Number of​Average
​​Stock​Exercise​Stock​Exercise
​​Options​Price​Options​Price
Stock options outstanding at beginning of period424,826​$2.66649,345​$1.91
Stock options outstanding at end of period424,826​​2.66649,345​​1.91
Stock options exercisable at end of period424,826​$2.66424,826​$2.66

All options outstanding for the three months ended March 31, 2026, were issued and vested under the 2013 Plan. The weighted average remaining term for stock options outstanding as of March 31, 2026, is approximately 5.5 years.

As of March 31, 2026, the Company hadno unrecognized compensation costs related to non-vested stock options.

Restricted Stock Units

The following table summarizes RSU activity for the three months ended March 31, 2026 and 2025:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · March 31, · ​ · March 31,
​ · ​ · 2026 · ​ · 2025
​ · ​ ​ ​ · ​ · ​ ​ ​ · Weighted- · ​ ​ ​ · ​ · ​ ​ ​ · Weighted-
​ · ​ · ​ · ​ · Average · ​ · ​ · ​ · Average
​ · ​ · Number of · ​ · Grant Date · ​ · Number of · ​ · Grant Date
​ · ​ · RSUs · ​ · Fair Value · ​ · RSUs · ​ · Fair Value
Unvested RSUs at beginning of period22,223,915​$0.494,090,639​$0.60
Granted—​​—43,200​1.04
Forfeited/Expired(2,371,662)​0.51(110,060)​1.25
Vested(5,217,615)​0.50(1,372,449)​0.65
Unvested RSUs at end of period14,634,638​$0.482,651,330​$0.56

Forfeited/Expired shares are those RSU awards that either were forfeited by the holder, or RSU awards that did not vest due to certain vesting criteria not being met. The increase in RSU activity as of March 31, 2026 as compared to March 31, 2025 is due to the larger and more broadly distributed RSU awards granted in May 2025 compared to prior years.

As of March 31, 2026, the Company had$2.1 million of unrecognized compensation costs related to non-vested RSUs that will be recognized over a period of approximately 1.8 years.

  1. EARNINGS PER SHARE

Basic and diluted loss per common share have been calculated based on the weighted-average shares outstanding during the period. Shares of the Company’s Common Stock to be issued to settle the Convertible Notes are dependent on the share price at a future date; therefore, the Company followed ASC 260,Earnings Per Share (“ASC 260”) and determined the total number of shares of Common Stock potentially issuable upon the future conversion of the Convertible Notes using the if-converted method. In accordance with the terms of the Convertible Notes, the highest conversion price for the Series A-1 Convertible Notes is $0.63 and the Series B-1 Convertible Notes is $0.83, subject to adjustment. Assuming conversion at these prices and using the if-converted method, the Series A-1 Convertible Notes and the Series B-1 Convertible Notes were convertible into approximately 2,464,286 and 2,334,639 shares of the Company’s Common Stock at March 31, 2026, respectively. This total number of shares could be higher if a conversion is made when the Company’s share price is lower.

The Company had a net loss for the three months ended March 31, 2026 and 2025. As a result, at March 31, 2026 and 2025, the Company had 19,858,388 and 3,300,672, respectively, potentially dilutive shares, comprised of unvested RSUs, outstanding stock options and potential shares to be converted related to the Convertible Notes at the end of the period, were excluded from the calculation of earnings per share because the effect on the basic loss per share would be anti-dilutive.

  1. COMMITMENTS AND CONTINGENCIES

Future operations on the Company’s properties are subject to federal and state regulations for the protection of the environment, including air and water quality. The Company evaluates the status of current environmental laws and their potential impact on current operating costs and accruals for future costs. The Company believes its operations are materially compliant with current, applicable environmental regulations.

At any given time, the Company may enter into negotiations to settle outstanding legal proceedings and any resulting accruals will be estimated based on the relevant facts and circumstances applicable at that time. We do not expect that such settlements will, individually or in the aggregate, have a material effect on our financial position, results of operations or cash flows.

As of March 31, 2026, the Company has entered into certain leases that have not yet commenced. Each of the leases relate to equipment to be used at the Kellyton Graphite Plant with lease terms of 5 years, which we expect to commence when we begin operations and take possession of the equipment. The net present value of such leases is approximately $1.2 million.

  1. SEGMENT REPORTING

The Company hasone reporting segment, the “battery-grade graphite business” segment and the Company’s chief operating decision maker (“CODM”) is the President & Chief Executive Officer. Graphite extraction and processing are regulated by federal and state governments. Compliance with regulations has a material effect on the economics of our operations and the timing of project development. Our primary regulatory costs have been, and are expected to continue to relate to, obtaining licenses and operating permits from federal and state agencies before the commencement of production activities, as well as continuing compliance with licenses and permits once they have been issued.

U.S. regulations pertaining to graphite extraction and processing may evolve in the U.S.; however, at this time, we do not anticipate any adverse impact from these regulations that would be unique to our operations.

The battery-grade graphite business segment includes the Kellyton Graphite Plant and the Coosa Graphite Deposit, both at a pre-revenue stage and located in Coosa County, Alabama. Both are anticipated to be used to produce certain components of battery-grade natural graphite materials as follows:

Kellyton Graphite Plant:

The Company currently processes large bulk samples through its qualification line and intends to commercially process natural graphite concentrate at the Kellyton Graphite Plant through a combination of sizing, shaping, spheroidization and classification. The purification is performed using a proprietary purification process. The process uses a combination of technologies including a caustic bake, acid leach and thermal treatment, a process that allows for a smaller and more sustainable environmental footprint than that of a hydrofluoric acid leaching system, which is widely used by other graphite processing companies. Once the graphite is purified to a minimum graphite carbon content of 99.95%, the Company coats the spherical purified graphite to manufacture the advanced graphite products it intends to sell. The purification process was developed by Westwater and on September 17, 2025, the Company announced it had received its first U.S. Patent related to its graphite purification method.

Coosa Graphite Deposit:

Westwater currently purchases graphite flake concentrate for the Kellyton Graphite Plant under a supply contract with Syrah Resources Limited. In 2025, the Company also entered a contract with a non-FEOC backup feedstock supplier. Westwater expects to continue to purchase graphite concentrate from Syrah Resources Limited and/or other sources for the Kellyton Graphite Plant until the Coosa Graphite Deposit is developed and in operation. Westwater believes its current contracts with Syrah Resources Limited and the backup feedstock supplier provide adequate feedstock supply until then, and believes that the backup supplier reduces dependency, mitigates risk and helps ensure supply chain continuity. Currently, the Coosa Graphite Deposit is being evaluated for future mining operations, which will require a permitting process that began in the fourth quarter of 2025. Development of a mine at the Coosa Graphite Deposit is expected to serve as an in-house source of graphite feedstock and will provide in-house QA/QC for raw-material inputs.

The accounting policies of the battery-grade graphite business are the same as those described inNote 1, Summary of Significant Accounting Policies, in the Notes to the Consolidated Financial Statements within our Annual Report. The CODM assesses the performance of the battery-grade graphite business segment and decides how to allocate resources based on operating expenses, as reported on the Condensed Consolidated Statement of Operations. The CODM intends to continue to use operating expenses to evaluate the segment until the Kellyton Graphite Plant is operational.

The following table summarizes segment assets as of March 31, 2026, and December 31, 2025:

​​​​​​​
​ · ​ · March 31, · ​ · December 31,
(thousands of dollars) · ​ · 2026 · ​ ​ ​ · 2025
Assets:​​​​​​
Battery-grade graphite business segment assets​$146,708​$145,561
Corporate and other assets​​42,426​​48,972
Consolidated total assets​$189,134​$194,533

Expenditures for battery-grade graphite business segment assets for the three months ended March 31, 2026 and 2025, were approximately $1.6 million and $2.9 million, respectfully.

The following tables summarize segment profit or loss and significant segment expenses for the three months ended March 31, 2026 and 2025:

​​​​​​​​​​
​ · ​ · March 31, 2026
(thousands of dollars) · ​ · Battery-grade Graphite Segment · ​ · Corporate and Other · ​ · Consolidated Statements of Operations
Other expense, net​$(8)​$(74)​$(82)
Less:​​​​​​​​​
Product development expenses​​550​​—​​550
Exploration expenses​​312​​—​​312
General and administrative expenses​​1,018​​2,523​​3,541
Depreciation and amortization​​189​​1​​190
Net loss​$(2,077)​$(2,598)​$(4,675)
​​​​​​​​​​
​​March 31, 2025
(thousands of dollars)​Battery-grade Graphite Segment​Corporate and Other​Consolidated Statements of Operations
Other (expense) income, net​$(84)​$43​$(41)
Less:​​​​​​​​​
Product development expenses​​182​​—​​182
Exploration expenses​​7​​—​​7
General and administrative expenses​​476​​1,818​​2,294
Depreciation and amortization​​151​​1​​152
Net loss​$(900)​$(1,776)​$(2,676)
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.