WESTWATER RESOURCES, INC.

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(expressed in thousands of dollars, except share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(expressed in thousands of dollars)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(expressed in thousands of dollars, except share amounts)

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 and six months ended June 30, 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

Series A-1 Convertible Notes

The Company follows FASB’s Accounting Standards Codification 480-10,Distinguishing Liabilities from Equity (“ASC 480”), in its evaluation of the accounting for the Series A-1 Convertible Notes. In accordance with ASC 480, the Series A-1 Convertible Notes are considered a liability given the financial instrument embodies an unconditional obligation that the issuer must settle by issuing a variable number of its Common Stock with a fixed monetary amount known at inception. The Company utilizes the estimated conversion period in classifying the Series A-1 Convertible Notes within current liabilities on the Condensed Consolidated Balance Sheets as of June 30, 2025.

The Series A-1 Convertible Notes are reflected at fair value as the Company elected to measure these financial instruments with the Fair Value Option (seeNote 7 Fair Value Measurements for further details). Each period, the fair value of the Series A-1 Convertible Notes is calculated and the resulting gains and losses from the change in fair value of the Series A-1 Convertible Notes unrelated to instrument specific credit risk are recognized within the Condensed Consolidated Statement of Operations, while the change in fair value related to instrument specific credit risk is recognized in other comprehensive income (“OCI”) (seeNote 6 Series A-1 Convertible Notes for further details).

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 2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”). ASU 2024-04 clarifies requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. This ASU 2024-04 is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. 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.

2. 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 were 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 June 30, 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 June 30, 2025, and through the date that these Interim Financial Statements were issued, the Company continued construction activities related to the Kellyton Graphite Plant. However, 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 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.

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 to the ATM Sales Agreement with H.C. Wainwright, 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 under the ATM Sales Agreement and approximately $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. SeeNote 9 Common Stock for further details regarding the Company’s equity financing agreements.

On June 13, 2025, the Company entered into the June Securities Purchase Agreement with certain institutional investors (the “Investors”) under which the Company agreed to issue and sell in a registered public offering directly to the Investors, Series A-1 Convertible Notes in an aggregate principal amount of $5.0 million at a redemption value of 115% of the outstanding principal amount, which will be convertible into shares of the Company’s Common Stock. SeeNote 6 Series A-1 Convertible Notes for further details regarding the Company’s Convertible Notes agreement.

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 were issued.

3. PREPAID AND OTHER CURRENT ASSETS

As of June 30, 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.

As of June 30, 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 Inventory 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 June 30, 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 June 30, 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, net” 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 and six months ended June 30, 2025, there wereno write-downs of the Company’s inventory. For the three and six months ended June 30, 2024, the Company recognized a $0.7 million write-down of inventory based on the net realizable value of future committed sales of raw material inventory.

5. PROPERTY, PLANT AND EQUIPMENT

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.

As part of Westwater’s design optimization of the Kellyton Graphite Plant, the Company determined that components of the asset group could be sold. The cash proceeds received during the six months ended June 30, 2025 and 2024 totaled $0.3 million and $0.8 million, respectively, and is included within the Investing Activities section of the Condensed Consolidated Statement of Cash Flows. As these assets were a component of the larger asset group, the Company did not recognize a triggering event for impairment.

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 six months ended June 30, 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 Liquidity and Going Concern, 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.

6. SERIES A-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 (the “June Offering”), convertible notes for an aggregate principal amount of $5,000,000 (the “Series A-1 Convertible Notes”), which will be convertible into shares of the Company’s Common Stock.

The June Securities Purchase Agreement contains customary representations, warranties and covenants. The Series A-1 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 Series A-1 Convertible Notes also contain standard and customary events of default.

No Series A-1 Convertible Note may be converted to the extent that such conversion would cause a holder of such Series A-1 Convertible 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 Series A-1 Convertible Notes shall not bear interest except that upon the occurrence and during the continuance of an event of default. Upon the occurrence and during the continuance of an event of default, the interest rate on the Series A-1 Convertible Notes will be 18% per annum. Unless earlier converted, the Series A-1 Convertible Notes will mature on thetwenty-four month anniversary of their respective issuance dates. Additionally, the Series A-1 Convertible Notes have a financial covenant of maintaining a minimum balance of available cash of $2.25 million.

At any time after the issuance date, all amounts due under the Series A-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, 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 $0.63 or 92% of the lowest VWAP of the Common Stock during thefive consecutive trading days prior to the Installment Date (as defined below). As of June 30, 2025, approximately $1.0 million of the Series A-1 Convertible Notes was due but deferred by the investors.

Starting on the closing date, the Series A-1 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 closing 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 Series A-1 Convertible Notes upon not less than 20 trading days’ written notice by paying an amount equal to the portion of the Series A-1 Convertible Notes being redeemed at a 115% premium.

Pursuant to the June Securities Purchase Agreement, the Company has agreed to seek stockholder approval of the issuance of conversion shares upon the future conversion of Series A-1 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, “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 Series A-1 Convertible Notes and shares of Common Stock issuable upon conversion of the Series A-1 Convertible Notes were offered and sold pursuant to a prospectus supplement which was filed on June 13, 2025, in connection with a “takedown” from the Company’s shelf registration statement on Form S-3.

The Company elected the Fair Value Option for the Series A-1 Convertible Notes (seeNote 1 Significant Accounting Policies andNote 7 Fair Value Measurements for more details).

The shares of the Company’s Common Stock to be issued to settle the above liabilities is dependent on the share price at a future date, therefore, the Company followed FASB’s Accounting Standards Codification 260,Earnings Per Share (“ASC 260”) and determined the total number of potential future convertible shares using the if-converted method. In accordance with the terms of the Series A-1 Convertible Notes, the highest conversion price is $0.63, subject to adjustment. Assuming conversion at this price and using the if-converted method, the Series A-1 Convertible Notes were convertible into approximately 9,126,984 shares of the Company’s Common Stock at June 30, 2025. This total number of shares could be higher if a conversion is made when the Company’s share price is lower. SeeNote 12 Earnings Per Share for more information on the earnings per share.

7. FAIR VALUE MEASUREMENTS

Fair Value Measurements

The Company follows FASB’s Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), which defines “fair value” as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):

An asset’s or a liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Assets and liabilities measured at fair value are based on one or more of the following techniques noted in ASC 820:

Recurring Fair Value Measurements

The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities measured at fair value on a recurring basis.

The fair value of the Series A-1 Convertible Notes is considered Level 3 as the Company considers unobservable inputs related to the probability of the occurrence of certain contingent redemption features in its determination of fair value. While the probability of those features occurring did not significantly change from June 13, 2025 to June 30, 2025, future changes in those probabilities could significantly impact the fair value of the Series A-1 Convertible Notes.

The Company didnot make any transfers into or out of Level 3 of the fair value hierarchy during the three or six month period ending June 30, 2025 and 2024.

There wereno conversions or settlements made during the three and six month period ending June 30, 2025. The Company’s carrying value and fair value for the Series A-1 Convertible Notes was $5.0 million as of June 30, 2025.

The change in fair-value related to the Series A-1 Convertible Notes from inception on June 13, 2025, to the period ending June 30, 2025, was immaterial and thereforeno gain or loss was recognized within Net Loss or Other Comprehensive Income for the three and six months ending June 30, 2025.

8. ACCRUED LIABILITIES

As of June 30, 2025 and December 31, 2024, the Company had the following components within the “Accrued liabilities” line item on the Condensed Consolidated Balance Sheets.

9. 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 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. After the filing of the prospectus supplement on March 21, 2025, and as of June 30, 2025, the Company has approximately $47.3 million remaining available for future sales under the ATM Sales Agreement.

There wereno sales of Common Stock pursuant to the ATM Sales Agreement for the three and six months ended June 30, 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 and six months ended June 30, 2024, the Company sold 0.5 million and 1.8 million shares of Common Stock for net proceeds of $0.2 million and $0.8 million, respectively, 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 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.

During the three and six months ended June 30, 2025, the Company 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. As of June 30, 2025, the Company has approximately $26.3 million remaining available for future sales, subject to the limitations noted above, pursuant to the 2024 Lincoln Park PA.

There wereno sales of Common Stock pursuant to the 2024 Lincoln Park PA for the three and six months ended June 30, 2024.

10. 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 3,000,000 shares on May 30, 2024, and an additional 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, 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 June 30, 2025,48,281 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 June 30, 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 and six months ended June 30, 2025, the Company recorded stock-based compensation expense of $0.8 million and $0.9 million, respectively. For the three and six months ended June 30, 2024, the Company recorded stock-based compensation expense of $0.3 million and $0.5 million, respectively. 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 six months ended June 30, 2025 and 2024:

All options outstanding for the six months ended June 30, 2025, were issued and vested under the 2013 Plan. The weighted average remaining term for stock options outstanding as of June 30, 2025, is approximately 9.2 years.

As of June 30, 2025, the Company didnot have any non-vested stock options.

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 or using an advanced option-pricing model, such as a lattice model. 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. The Company accounts for forfeitures upon occurrence and forfeited awards are available again for issuance under to the 2013 Plan.

The following table summarizes RSU activity for the six months ended June 30, 2025 and 2024:

As of June 30, 2025, the Company had$6.1 million of unrecognized compensation costs related to non-vested RSUs that will be recognized over a period of approximately 2.5 years.

11. OTHER EXPENSE, NET

For the three and six months ended June 30, 2025 and 2024, the Company had the following components within “Other expense, net” within the Condensed Consolidated Statement of Operations.

As part of Westwater’s design optimization of the Kellyton Graphite Plant, the Company determined that while it can utilize its current raw material graphite flake in inventory, a different size of natural graphite flake results in a better yield of CSPG, is more cost effective, and does not negatively impact finished product performance. As a result, the Company has entered into agreements to sell a portion of its raw material inventory. Sales of raw material inventory are recognized upon shipment. Because the Kellyton Graphite Plant is not currently operational and these agreements are not entered into in the Company’s ordinary course of business activities, the Company does not recognize these agreements as revenue under ASC 606. For the three and six months ended June 30, 2025, the Company recognized sales of raw material inventory of less than $0.1 million and $0.3 million, respectively, and related offsetting expenses of less than $0.1 million and $0.3 million, respectively. For the three and six months ended June 30, 2024, the Company recognized sales of raw material inventory of $1.0 million and $1.1 million, respectively, and related offsetting expenses of $1.3 million and $1.5 million, respectively.

For the three and six months ended June 30, 2025, there wasno write-down of inventory. For each of the three and six months ended June 30, 2024, the Company recognized a write-down of inventory of $0.7 million to recognize the lower of cost or net realizable value related to raw material inventory that is under contract to be sold subsequent to June 30, 2024. Refer toNote 4 Inventory for further details.

For the three and six months ended June 30, 2025, the Company recognized interest income of less than $0.1 million and $0.1 million, respectively, in our investment account. For the three and six months ended June 30, 2024, the Company recognized interest income of $0.1 million and $0.2 million, respectively, in our investment account.

Pursuant to electing the Fair Value Option accounting for the Series A-1 Convertible Notes (see Significant Accounting Policies withinNote 1 Basis of Presentation for further details) the Company expensed related issuance costs of $0.3 million, which is included in “Other (expense) income” in the table above, for the three and six months ended June 30, 2025.

12. EARNINGS PER SHARE

Basic and diluted loss per common share have been calculated based on the weighted-average shares outstanding during the period. Additionally,32,016,628 potentially dilutive shares, comprised of unvested RSUs, outstanding stock options and potential shares to be converted related to the Series A-1 Convertible Notes (seeNote 6 Series A-1 Convertible Notes for more details) 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 and six months ended June 30, 2025.

13. 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 June 30, 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.

14. 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 process developed by Westwater is the subject of a patent application that received a Notice of Allowance (approved for issuance) on May 20, 2025, by 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 June 30, 2025, and December 31, 2024:

Expenditures for battery-grade graphite business segment assets for the three and six months ended June 30, 2025, were approximately $2.2 million and $5.1 million, respectfully.

The following tables summarize segment profit or loss and significant segment expenses for the three and six months ended June 30, 2025 and 2024:

15. SUBSEQUENT EVENT

Series B-1 Convertible Notes

On August 7, 2025, the Company entered into a securities purchase agreement, under which the Company agreed to issue and sell in a registered public offering directly to the same institutional investors that participated in the Series A-1 Convertible Notes, convertible notes for an aggregate principal amount of $5.0 million (“Series B-1 Convertible Notes”), which will be convertible into shares of the Company’s Common Stock.

The Series B-1 Convertible Notes have the same terms as the Series A-1 Convertible Notes, except that the Series B-1 Convertible Notes have a conversion price equal to $0.83, which is subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization, subsequent issuances, and other events. Starting on the closing date, the Series B-1 Convertible Notes amortize in installments, and we will make monthly payments on the first trading day of each monthly anniversary commencing on the closing date through the maturity date, payable in cash or shares of common stock. Upon the satisfaction of certain conditions, we may prepay outstanding Series B-1 Convertible Notes upon not less than 20 trading days’ written notice by paying an amount equal to the portion of the Series B-1 Convertible Notes being redeemed at a 115% premium.

The Company has agreed to seek stockholder approval for the issuance of conversion shares upon the future conversion of the Series A-1 and Series B-1 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.