WESTWATER RESOURCES, INC.
For the period ended Mar 31, 2025. Filed May 14, 2025.
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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, 2025 · Filed May 14, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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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, | ||||||
| · · 2025 · · 2024 | ||||||
| ASSETS | | | ||||
| | | | | | | |
| Current Assets: · · | ||||||
| Cash and cash equivalents | $3,262 | $4,272 | ||||
| Prepaid and other current assets | 897 | 591 | ||||
| Total Current Assets | 4,159 | 4,863 | ||||
| | | | | | | |
| Property, plant and equipment, at cost: | ||||||
| Property, plant and equipment | 139,960 | 138,581 | ||||
| Less: Accumulated depreciation | (864) | (713) | ||||
| Net property, plant and equipment | 139,096 | 137,868 | ||||
| Operating lease right-of-use assets | | | 185 | | | 217 |
| Finance lease right-of-use assets | | | 13 | | | 14 |
| Other long-term assets | 3,988 | 3,395 | ||||
| Total Assets | $147,441 | $146,357 | ||||
| | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| | | | | | | |
| Current Liabilities: | ||||||
| Accounts payable | $8,478 | $9,517 | ||||
| Accrued liabilities | 2,502 | 2,105 | ||||
| Operating lease liability, current | | | 138 | | | 134 |
| Finance lease liability, current | | | 6 | | | 6 |
| Total Current Liabilities | 11,124 | 11,762 | ||||
| | | | | | | |
| Operating lease liability, net of current | 50 | 86 | ||||
| Finance lease liability, net of current | | | 8 | | | 9 |
| Other long-term liabilities | 1,378 | 1,378 | ||||
| Total Liabilities | 12,560 | 13,235 | ||||
| | | | | | | |
| Commitments and Contingencies (see note 10) | | | | | ||
| | | | | | | |
| Stockholders’ Equity: | ||||||
| Common Stock, 200,000,000 shares authorized, $0.001 par value | ||||||
| Issued shares - 72,096,701 and 64,830,081, respectively | ||||||
| Outstanding shares - 72,096,540 and 64,829,920, respectively | 72 | 65 | ||||
| Paid-in capital | 511,429 | 507,001 | ||||
| Accumulated deficit | (376,362) | (373,686) | ||||
| Less: Treasury stock (161 shares), at cost | (258) | (258) | ||||
| Total Stockholders’ Equity | 134,881 | 133,122 | ||||
| | | | | | | |
| Total Liabilities and Stockholders’ Equity | $147,441 | $146,357 | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(expressed in thousands of dollars, except share and per share amounts)
| | | | | | |
|---|---|---|---|---|---|
| | For the Three Months Ended | ||||
| | March 31, | ||||
| · 2025 · 2024 | |||||
| Operating Expenses: | | | | | |
| Product development expenses | $(182) | | $(315) | ||
| Exploration expenses | | (7) | | | (11) |
| General and administrative expenses | | (2,294) | | | (2,605) |
| Depreciation and amortization | | (152) | | | (62) |
| Total operating expenses | | (2,635) | | | (2,993) |
| | | | | | |
| Non-Operating (Expense) Income: | |||||
| Other (expense) income, net | | (41) | | | 95 |
| Total other (expense) income | (41) | 95 | |||
| | | ||||
| Net Loss | $(2,676) | $(2,898) | |||
| | |||||
| BASIC AND DILUTED LOSS PER SHARE | $(0.04) | | $(0.05) | ||
| | | | | | |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 67,919,882 | 56,086,899 | |||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(expressed in thousands of dollars)
| | | | | | | |
|---|---|---|---|---|---|---|
| · · For the Three Months Ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| Operating Activities: · · | ||||||
| Net loss | $(2,676) | | $(2,898) | |||
| Reconciliation of net loss to cash used in operations: | | | | |||
| Non-cash lease expense | 32 | | 29 | |||
| Depreciation and amortization | 152 | | 62 | |||
| Stock compensation expense | 172 | | 211 | |||
| Effect of changes in operating working capital items: | | | | | | |
| Increase in other long-term assets | | | (347) | | | (376) |
| Increase in prepaids and other current assets | (306) | | (86) | |||
| Increase in payables and accrued liabilities | 663 | | 282 | |||
| Net Cash Used In Operating Activities | (2,310) | | (2,776) | |||
| | | | | | | |
| Investing Activities: | | |||||
| Capital expenditures | (2,932) | | (2,491) | |||
| Net Cash Used In Investing Activities | (2,932) | | (2,491) | |||
| | | | | | | |
| Financing Activities: | | |||||
| Payment of debt issuance costs | | | (30) | | | — |
| Issuance of Common Stock, net of issuance costs | 4,606 | | 620 | |||
| Payment of minimum withholding taxes on net share settlements of equity awards | (343) | | (75) | |||
| Payments on finance lease liabilities | | | (1) | | | (1) |
| Net Cash Provided By Financing Activities | 4,232 | | 544 | |||
| | | |||||
| Net decrease in Cash and Cash Equivalents | (1,010) | | (4,723) | |||
| Cash and Cash Equivalents, Beginning of Period | 4,272 | | 10,852 | |||
| Cash and Cash Equivalents, End of Period | $3,262 | | $6,129 | |||
| | | | | | | |
| Supplemental Cash Flow Information | | | | | | |
| Accrued capital expenditures (at end of period) | | | 4,828 | | | 4,518 |
| Accrued debt issuance costs (at end of period) | | | 1,726 | | | — |
| Total Supplemental Cash Flow Information | $6,554 | | $4,518 | |||
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(expressed in thousands of dollars, except share amounts)
| | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended March 31, 2025 · · Common Stock · · Paid-In · · Accumulated · · Treasury · · · | |||||||||||||||||
| · · Shares · · Amount · · Capital · · Deficit · · Stock · · Total | |||||||||||||||||
| Balances, December 31, 2024 | 64,830,081 | | $65 | | $507,001 | | $(373,686) | | $(258) | | $133,122 | ||||||
| Net loss | — | | — | | | — | | (2,676) | | — | | (2,676) | |||||
| Common Stock issued, net of issuance costs | 6,352,189 | | 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, 2025 | 72,096,701 | | $72 | | $511,429 | | $(376,362) | | $(258) | | $134,881 | ||||||
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Three months ended March 31, 2024 | | Common Stock | | Paid-In | | Accumulated | | Treasury | | | | ||||||
| | Shares | Amount | Capital | Deficit | Stock | Total | |||||||||||
| Balances, December 31, 2023 | 55,387,794 | | $55 | | $501,675 | | $(361,029) | | $(258) | | $140,443 | ||||||
| Net loss | — | | — | | — | | (2,898) | | — | | (2,898) | ||||||
| Common Stock issued, net of issuance costs | 1,223,233 | | 2 | | 618 | | — | | — | | 620 | ||||||
| Stock compensation expense and related share issuances, net of shares withheld for payment of taxes | | 399,944 | | — | | 211 | | | — | | | — | | | 211 | ||
| Minimum withholding taxes on net share settlements of equity awards | — | | — | | (75) | | — | | — | | (75) | ||||||
| Balances, March 31, 2024 | 57,010,971 | | $57 | | $502,429 | | $(363,927) | | $(258) | | $138,301 | ||||||
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- 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, 2025, are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, 2025.
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 Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," (“ASU 2023-07”) which is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The Company adopted this standard on a retrospective basis within our Annual Report, which resulted in expanded segment disclosures in our Annual Report and Interim Financial Statements.
In March 2024, the FASB issued ASU 2024-02, “Codification Improvements – Amendments to Remove References to the Concept Statements” (“ASU 2024-02”). ASU 2024-02 contains amendments to the FASB Accounting Standards Codification that remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. The adoption of ASU 2024-02 did not result in a material impact to our Interim Financial Statements.
In March 2024, the FASB issued ASU 2024-01, “Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards” (“ASU 2024-01”), which intends to improve clarity and operability without changing the existing guidance. ASU 2024-01 provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with Topic 718. Entities can apply the guidance either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. The adoption of ASU 2024-01 did not result in a material impact to our Interim Financial Statements.
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 Interim 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 Interim Financial Statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures," (“ASU 2023-09”) which is intended to enhance transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments require that on an annual basis, entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, the amendments require that entities disclose additional information about income taxes paid as well as additional disclosures of pretax income and income tax expense, and remove the requirement to disclose certain items that are no longer considered cost beneficial or relevant. ASU 2023-09 will be effective for annual periods beginning after December 15, 2025. This update will be effective beginning January 1, 2026, with early adoption permitted, and the Company is currently evaluating the potential impact of adopting this guidance on its Interim Financial Statements.
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” (“ASU 2023-06”). The new guidance clarifies or improves disclosure and presentation requirements on a variety of topics in the codification. The amendments will align the requirements in the FASB Accounting Standard Codification with the SEC’s regulations. The amendments are effective prospectively on the date each individual amendment is effectively removed from Regulation S-X or Regulation S-K. The Company is currently evaluating the potential impact of adopting this guidance on its Interim Financial Statements.
- LIQUIDITY AND GOING CONCERN
The Interim Financial Statements of the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be required to adversely change its current business plan or may be unable to meet its obligations as they become due within one year after the date that these Interim Financial Statements are issued. The Company last recorded revenue from operations in 2009, and as such, Westwater is subject to all the risks associated with a development stage company.
Management considered the following events and conditions in its going concern analysis. As of March 31, 2025, current liabilities exceeded current assets. Further, the Company last recorded revenues from operations in 2009. The Company 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.
Since 2009, the Company has relied on equity financings, debt financings and asset sales to fund its operations. During the quarter ended March 31, 2025, and through the date that these Interim Financial Statements are issued, the Company continued construction activities related to the Kellyton Graphite Plant. However, those certain 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 are 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.
On March 31, 2025, the Company’s cash balance was approximately $3.3 million. During the three months ended March 31, 2025, the Company sold 2.5 million shares of Common Stock for net proceeds of $2.0 million pursuant to the ATM Sales Agreement with H.C. Wainwright, and 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, 2025, the Company has approximately $49.9 million remaining available for future sales under the ATM Sales Agreement, and approximately 6.2 million shares of Common Stock (inclusive of 0.5 million of Additional Commitment Shares) that are available for future sales pursuant to the 2024 Lincoln Park PA. SeeNote 7 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 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, generally uncertain economic conditions and regulatory policy and enforcement, and unstable geopolitical conditions, including tariffs, 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 may be limited by the Company’s market capitalization, share price and trading volume.
When considering the above events and conditions in the aggregate, the Company believes such events and conditions raise substantial doubt about its ability to continue as a going concern within one year after the date that these Interim Financial Statements are issued.
3. PREPAID AND OTHER CURRENT ASSETS
As of March 31, 2025 and December 31, 2024, the Company had the following components within the “Prepaid and other current assets” line item on the Condensed Consolidated Balance Sheets.
| | | | | | | |
|---|---|---|---|---|---|---|
| · · March 31, · · December 31, | ||||||
| (thousands of dollars) | 2025 | 2024 | ||||
| Prepaid and other current assets: | | | | | | |
| Prepaid insurance | | $523 | | $90 | ||
| Graphite flake inventory | | | 233 | | | 460 |
| Other current assets | | | 141 | | | 41 |
| Total prepaid and other current assets | | $897 | | $591 | ||
As of March 31, 2025, inventory represents raw material inventory that is under contract to be sold within the next twelve months and for product sample production within the next twelve months. Refer toNote 4 for further details.
4. INVENTORY
Inventory consisted of raw material of natural flake graphite concentrate provided by a third-party vendor totaling $0.2 million and $0.5 million as of March 31, 2025, and December 31, 2024, respectively. For both periods, the raw material inventory balance is either under contract to be sold or will be used to produce samples within the next twelve months. The full balance of inventory as of March 31, 2025, and December 31, 2024, is included in the “Prepaid and other current assets” line item on the Condensed Consolidated Balance Sheets.
The Company values the natural flake graphite concentrate at the lower of cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term graphite prices, less the estimated costs to complete production and bring the product to sale. For sales of raw material inventory that will not be processed, the net realizable value is the contracted sales price. Write-downs of the natural flake graphite concentrate to net realizable value are reported as a component of costs applicable to sales or as a component of other (expense) income if related to the sale of raw material inventory. The Company reviews and evaluates the net realizable value and obsolescence on an annual basis or more frequently when events or changes in circumstances indicate that the related net realizable amounts may be lower than cost. For the three months ended March 31, 2025 and 2024, there wereno write-downs of the Company’s inventory.
- PROPERTY, PLANT AND EQUIPMENT
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Net Book Value of Property, Plant and Equipment at March 31, 2025 | |||||||||
| (thousands of dollars) · Alabama · Corporate · Total | |||||||||
| Mineral rights and properties | | $8,972 | | $— | | $8,972 | |||
| Buildings | | | 3,213 | | | — | | | 3,213 |
| Other property, plant and equipment | | 4,105 | | 12 | | 4,117 | |||
| Construction in progress | | | 122,794 | | | — | | | 122,794 |
| Total | | $139,084 | | $12 | | $139,096 | |||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Net Book Value of Property, Plant and Equipment at December 31, 2024 | |||||||||
| (thousands of dollars) · Alabama · Corporate · Total | |||||||||
| Mineral rights and properties | | $8,972 | | $— | | $8,972 | |||
| Buildings | | | 3,243 | | | — | | | 3,243 |
| Other property, plant and equipment | | 2,364 | | 13 | | 2,377 | |||
| Construction in progress | | | 123,276 | | | — | | | 123,276 |
| Total | | $137,855 | | $13 | | $137,868 | |||
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, 2025, no events or changes in circumstance 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, 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.
- ACCRUED LIABILITIES
As of March 31, 2025 and December 31, 2024, 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) | 2025 | 2024 | ||||
| Accrued liabilities: | | | | | | |
| Accrued compensation | | $1,719 | | $1,329 | ||
| Liabilities related to Company insurance | | | 369 | | | 50 |
| Accrued legal fees | | | 86 | | | 387 |
| Other accrued liabilities | | | 328 | | | 339 |
| Total accrued liabilities | | $2,502 | | $2,105 | ||
- COMMON STOCK
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.
During the three months ended March 31, 2025, the Company sold 2.5 million shares of Common Stock for net proceeds of $2.0 million pursuant to the ATM Sales Agreement. There wereno sales of Common Stock pursuant to the ATM Sales Agreement for the three months ended March 31, 2024.
Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co.
On April 14, 2017, the Company entered into the ATM Offering Agreement with Cantor acting as the sales agent. The ATM Offering Agreement was terminated by the Company effective as of August 29, 2024. Prior to termination, the Company could, from time to time, sell shares of its Common Stock in “at-the-market” offerings pursuant to the ATM Offering Agreement with Cantor. The Company paid Cantor a commission of up to 2.5% of the gross proceeds from the sale of any shares of its Common Stock pursuant to the ATM Offering Agreement.
During the three months ended March 31, 2024, the Company sold 1.2 million shares of Common Stock for net proceeds of $0.6 million, pursuant to the ATM Offering 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 off of 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 may 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, or 11,668,189 shares of Common Stock (the “Exchange Share Cap”), unless and until the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Share Cap or otherwise, and in accordance with applicable NYSE American listing rules. In any event, the 2024 Lincoln Park PA specifically provides that the Company may not issue or sell any shares of its Common Stock under the 2024 Lincoln Park PA if such issuance or sale would breach any applicable NYSE American rules.
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.
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, 2025, the Company has approximately 6.2 million shares of Common Stock (inclusive of 0.5 million of Additional Commitment Shares) that are available for future sales, subject to the limitations noted above, pursuant to the 2024 Lincoln Park PA.
- STOCK-BASED COMPENSATION
Stock-based compensation awards consist of stock options, restricted stock units and bonus shares issued under the Company’s equity incentive plans, which include the 2013 Plan and the Inducement Plan.
The Company’s stockholders approved amendments to the 2013 Plan to increase the authorized number of shares of Common Stock available and reserved for issuance under the 2013 Plan by 1,500,000 shares on May 10, 2023, and an additional 3,000,000 shares on May 30, 2024.
Under the 2013 Plan, the Company may grant awards of stock options, stock appreciation rights, restricted stock awards, restricted stock units (“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, 2025,56,803 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, 2025,114,429 shares were available for future issuances under the Inducement Plan.
The Company has elected to account for forfeitures as they occur rather than estimating forfeitures. Expense associated with an award that is forfeited prior to vesting will be reversed accordingly. For the three months ended March 31, 2025, and the three months ended March 31, 2024, the Company recorded stock-based compensation expense of $0.2 million, in each period. Stock compensation expense is recorded in the “General and administrative expenses” line item within the Condensed Consolidated Statements of Operations.
Stock Options
Stock options are valued using the Black-Scholes option pricing model on the date of grant. The Company accounts for forfeitures upon occurrence.
The following table summarizes stock options outstanding for the three months ended March 31, 2025 and 2024:
| · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · March 31, 2025 · · March 31, 2024 | ||||||||
| · · Weighted · · Weighted | ||||||||
| | | Number of | | Average | | Number of | | Average |
| | | Stock | | Exercise | | Stock | | Exercise |
| | | Options | | Price | | Options | | Price |
| Stock options outstanding at beginning of period | 649,345 | | $1.91 | 424,826 | | $2.66 | ||
| Stock options outstanding at end of period | 649,345 | | | 1.91 | 424,826 | | | 2.66 |
| Stock options exercisable at end of period | 424,826 | | $2.66 | 307,189 | | $3.29 | ||
All options outstanding for the three months ended March 31, 2025, were issued under the 2013 Plan. The weighted average remaining term for stock options outstanding as of March 31, 2025, is approximately 7.4 years.
As of March 31, 2025, the Company had less than $0.1 million of unrecognized compensation costs related to non-vested stock options that will be recognized over a period of approximately three months.
Restricted Stock Units
RSUs are granted with vesting conditions determined by the Compensation Committee of the Board. Vesting conditions may include criteria such as time-based, performance-based, and/or a total shareholder return market condition. RSUs are valued at the fair value of the award on the date of grant, which is typically based on the closing share price of the Company’s Common Stock on the date of grant. The final number of shares issued under performance-based RSUs is generally based on the Company’s prior year performance as determined by the Compensation Committee at each vesting date, and the valuation of such awards assumes full satisfaction of applicable vesting criteria. The Company accounts for forfeitures upon occurrence.
The following table summarizes RSU activity for the three months ended March 31, 2025 and 2024:
| · · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · · March 31, · · March 31, | |||||||
| · · 2025 · · 2024 | |||||||
| · · Weighted- · · Weighted- | |||||||
| · · · · Average · · · · Average | |||||||
| · · Number of · · Grant Date · · Number of · · Grant Date | |||||||
| · · RSUs · · Fair Value · · RSUs · · Fair Value | |||||||
| Unvested RSUs at beginning of period | 4,090,639 | | $0.60 | 1,773,058 | | $1.03 | |
| Granted | 43,200 | | | 1.04 | — | | — |
| Forfeited/Expired | (110,060) | | 1.25 | (6,784) | | 3.93 | |
| Vested | (1,372,449) | | 0.65 | (548,361) | | 1.07 | |
| Unvested RSUs at end of period | 2,651,330 | | $0.56 | 1,217,913 | | $1.00 | |
As of March 31, 2025, the Company had$0.5 million of unrecognized compensation costs related to non-vested RSUs that will be recognized over a period of approximately 1.8 years.
- EARNINGS PER SHARE
Basic and diluted loss per common share have been calculated based on the weighted-average shares outstanding during the period. Additionally,3,300,675 potentially dilutive shares, comprised of unvested RSUs and outstanding stock options at the end of the period, were excluded from the calculation of earnings per share because the effect on the basic income per share would be anti-dilutive, as the Company had a net loss for the three months ended March 31, 2025.
- 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 accrual 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, 2025, 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.
- 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.
The current environmental and technical regulatory requirements for the graphite extraction and processing industry are well established, however, the regulatory process can make permitting difficult and timing unpredictable.
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 battery-grade natural graphite materials as follows:
Kellyton Graphite Plant:
The Company will process natural graphite concentrate at the Kellyton Graphite Plant through a combination of sizing, shaping, spheroidization and classification. Once completed, the purification is expected to be 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 (“HF”) 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 will coat the spherical graphite to manufacture the advanced graphite products it intends to sell. The purification process developed by Westwater is the subject of a patent application that has been filed in the U.S. Patent and Trademark Office.
Coosa Graphite Deposit:
Westwater currently purchases graphite flake concentrate for the Kellyton Graphite Plant under a supply contract with Syrah Resources Limited. 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 contract with Syrah Resources Limited provides adequate feedstock supply until then. Currently, the Coosa Graphite Deposit is being evaluated and developed for future mining operations, which will require permitting as well. 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 quality assurance and quality control 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 Consolidated Financial Statements. The CODM assesses performance for the battery-grade graphite business segment and decides how to allocate resources based on operating expenses, as reported on the Consolidated Statement of Operations, compared to forecasted expenses. 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, 2025, and December 31, 2024:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · March 31, · · December 31, | ||||||
| (thousands of dollars) | | 2025 | 2024 | |||
| Assets: | | | | | | |
| Battery-grade graphite business segment assets | | $143,048 | | $141,470 | ||
| Corporate and other assets | | | 4,393 | | | 4,887 |
| Consolidated total assets | | $147,441 | | $146,357 | ||
Expenditures for battery-grade graphite business segment assets for the three months ended March 31, 2025, were approximately $2.9 million.
The following table summarizes segment profit or loss and significant segment expenses for the three months ended March 31, 2025 and 2024:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · March 31, 2025 | |||||||||
| (thousands of dollars) · · Battery-grade Graphite Segment · · Corporate and Other · · Consolidated Statements of Operations | |||||||||
| Other (expense) income | | $(84) | | $43 | | $(41) | |||
| Less: | | | | | | | | | |
| Product development income (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) | |||
| | | | | | | | | | |
| | | | | | | | | | |
| | | March 31, 2024 | |||||||
| (thousands of dollars) | | Battery-grade Graphite Segment | | Corporate and Other | | Consolidated Statements of Operations | |||
| Other income | | $5 | | $90 | | $95 | |||
| Less: | | | | | | | | | |
| Product development expenses | | | (315) | | | — | | | (315) |
| Exploration expenses | | | (11) | | | — | | | (11) |
| General and administrative expenses | | | (619) | | | (1,986) | | | (2,605) |
| Depreciation and amortization | | | (61) | | | (1) | | | (62) |
| Net loss | | $(1,001) | | $(1,897) | | $(2,898) | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.