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WESTWATER RESOURCES, INC.

For the period ended Jun 30, 2025. Filed Aug 13, 2025.

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.

Jun 30, 2025 · Filed Aug 13, 2025

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-14.

0001558370-25-007769

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current 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 OPERATIONS

The 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 65 previous paragraphs and 69 current paragraphs.

34 unchanged; 27 reworded; 7 added; 3 removed; 1 previous and 1 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 (7)

Current report

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 report

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 report

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 report

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 report

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 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.
Removed paragraphs (3)

Previous report

During the quarter ended March 31, 2025, Westwater operated its qualification line at the Kellyton Graphite Plant. During the quarter, we produced and completed over an 800 kg sample of CSPG for one of our cellmaker customers for pre-production cell trials and testing.

Previous report

Other expense, net for the three months ended March 31, 2025, was less than $0.1 million, compared to other income, net of $0.1 million for the same period in 2024. The change in other (expense) income, net is due to a lower average cash balance resulting in less interest income earned in the current period.
Reworded paragraphs (27)

Previous wording

The following management’s discussion and analysis of the consolidated financial results and financial condition of Westwater for the three months ended March 31, 2025, has been prepared based on information available to us as of May 14, 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 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.

Previous wording

Westwater Resources, Inc., originally incorporated in 1977, is an energy technology company focused on developing battery-grade natural graphite materials through its two primary projects, the Kellyton Graphite Plant and the Coosa Graphite Deposit, both located in Coosa County, Alabama. Once operational, Westwater expects the Kellyton Graphite Plant to process natural flake graphite and, based on current studies and estimates, produce 12,500 metric tons (“mt”) per year of CSPG in Phase I of the Kellyton Graphite Plant, primarily for use in lithium-ion batteries. Westwater also holds mineral rights to explore and potentially mine the Coosa Graphite Deposit, which Westwater anticipates will eventually provide natural graphite flake concentrate to the Kellyton Graphite Plant.

Current wording

Westwater Resources, Inc., originally incorporated in 1977, is an energy technology and critical minerals company focused on developing battery-grade natural graphite materials through its two primary projects, the Kellyton Graphite Plant and the Coosa Graphite Deposit, both located in Coosa County, Alabama. Once operational, Westwater expects the Kellyton Graphite Plant to process natural flake graphite and, based on current studies and estimates, produce 12,500 metric tons (“mt”) per year of CSPG in Phase I of the Kellyton Graphite Plant, primarily for use in lithium-ion batteries. Westwater also holds mineral rights to explore and potentially mine the Coosa Graphite Deposit, which Westwater anticipates will eventually provide natural graphite flake concentrate to the Kellyton Graphite Plant.

Previous wording

The global landscape for the U.S. supply of critical materials like 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 companies as they weigh the impact of potential changes to global tariffs and the Inflation Reduction Act along with new announcements declaring the importance of U.S.-based critical material supply chains.

Current wording

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 wording

As previously announced, the Company has secured offtake agreements for 100% of its anticipated Phase I production capacity and partially committed a portion of anticipated Phase II production capacity from its Kellyton Graphite Plant.

Current wording

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 wording

Westwater is experiencing increased customer interest in Phase II production, which we believe is the result of 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.

Current wording

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 wording

Total expected costs for Phase I of the Kellyton Graphite Plant remain at $245 million. During the first quarter of 2025, construction activities at the Kellyton Graphite Plant consisted of receipt of additional long-lead equipment components and installing equipment and structural steel. As of the end of the first quarter of 2025, we have received approximately 85% of the Phase I equipment, installed all micronization (sizing) and spheroidization (shaping) mills in the SG building and completed the structural steel work. 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

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.

Previous wording

Since inception of the project, and inclusive of liabilities as of March 31, 2025, the Company has incurred costs of approximately $124.1 million. While the Company has continued construction activities related to Phase I of the Kellyton Graphite Plant during the first quarter of 2025, Westwater has reduced the level of construction activity from anticipated levels, including adjusting the timing of future work, until receipt of the additional funding needed to complete construction of Phase I of the Kellyton Graphite Plant. Reducing the level of construction activity until financing is secured is expected to impact the overall schedule to complete 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 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.

Previous wording

Samples produced on the qualification line will be 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.

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 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.

Previous wording

As previously announced, the Company is working to complete 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. During 2024, the Company executed a term sheet and received investment committee approval from the lead lender (a global financial institution), and since then we have been working with our investment banker to complete the syndication of the loan.

Current 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.

Previous wording

During the first quarter, Westwater continued the process of syndicating 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 syndication, hosting interested lenders at the Kellyton Graphite Plant site in Alabama, and advancing the identification and selection of a backup feedstock supplier.

Current wording

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 wording

Beginning in February, tariffs announced by the U.S. federal government, EU, Canada, Mexico, and China have created concerns regarding domestic EV adoption rates, and general market uncertainty in the capital markets. Recent protests at the location of our feedstock supplier have also impacted the syndication process. While our feedstock supplier has announced resolution of the protests and expects to be back in operations in the near term, Westwater is at an advanced stage in securing a backup feedstock supplier.

Current wording

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 wording

The progression from signing the term sheet to loan closing is subject to customary agreement on completing the syndication, final due diligence and investment committee approval by other potential lenders in the syndication, 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 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.

Previous wording

In April, Westwater received a letter of interest from Export-Import Bank of the United States (“EXIM”) for 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 and could be an additional source of funding.

Current 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.

Previous wording

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.

Current wording

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 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. Westwater believes these tariffs 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

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.

Previous wording

Capital Raises during the three months ended March 31, 2025

Current wording

Capital Raises during the three and six months ended June 30, 2025

Previous wording

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, and sold 3.8 million shares of Common Stock for net proceeds of $2.6 million, pursuant to the 2024 Lincoln Park PA.

Current 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.

Previous wording

SeeNote 7to the Interim Financial Statements for additional information.

Current wording

SeeNote 9 Common Stockto the Interim Financial Statements for additional information.

Previous wording

Our net loss for the three months ended March 31, 2025, was $2.7 million, or $0.04 per share, as compared with a net loss of $2.9 million, or $0.05 per share for the same period in 2024. The $0.2 million decrease in our net loss was primarily due to lower general and administrative costs.

Current 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.

Previous wording

Product development expenses for the three months ended March 31, 2025, were $0.2 million, a decrease of $0.1 million compared to the same period in 2024. Product development expenses for the three months ended March 31, 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 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.

Previous wording

Exploration expenses for the three months ended March 31, 2025, remained essentially flat compared to the same period in 2024.

Current wording

Exploration expenses for the three and six months ended June 30, 2025, remained essentially flat compared to the same periods in 2024.

Previous wording

General and administrative expenses for the three months ended March 31, 2025, decreased by $0.3 million compared to the same period in 2024, primarily due to lower personnel costs as well as cost saving initiatives while working to complete the syndication of a loan to fund the remaining construction of Phase I of the Kellyton Graphite Plant.

Current wording

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 wording

Net cash used in operating activities of $2.3 million for the three months ended March 31, 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 approximately $0.3 million less general and administrative and approximately $0.1 million product development costs, offset slightly by approximately $0.1 million less interest income in 2025 compared to 2024. The remaining decrease in operating cash flow was due to other changes in working capital.

Current 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.

Previous wording

Net cash used in investing activities increased by $0.4 million for the three months ended March 31, 2025, as compared to the same period in 2024. For both periods, the investing activity represents construction capital expenditures

Current 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.

Previous wording

Net cash provided by financing activities increased by $3.7 million for the three months ended March 31, 2025, as compared to the same period in 2024. The increase was due to an increase in shares of Common Stock sold under the ATM Sales Agreement and 2024 Lincoln Park PA during the three months ended March 31, 2025, compared to the same period in 2024.

Current 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.

Previous wording

The Company has relied on equity financings, debt financings and asset sales to fund its operations. During the three months ended March 31, 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 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. SeeNote 2 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 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.

Previous wording

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 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 6.2 million shares of Common Stock (inclusive of 0.5 million of Additional Commitment Shares) available for future sales pursuant to the 2024 Lincoln Park PA.

Current 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
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

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.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

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.