Westwater Resources(WWR) - 2025 Q2 - Quarterly Report

DEFINITIONS This section defines key terms used throughout the Form 10-Q, covering financial instruments, company agreements, and industry-specific terminology - The report provides definitions for key terms used throughout the Form 10-Q, including financial instruments, company agreements, and industry-specific terminology related to graphite and critical minerals[7][8][9] PART I — FINANCIAL INFORMATION This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations ITEM 1. FINANCIAL STATEMENTS This section presents unaudited condensed consolidated financial statements, including balance sheets, operations, cash flows, and equity, with notes on accounting policies and liquidity Condensed Consolidated Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and stockholders' equity at specific points in time, reflecting its financial position | ASSETS (thousands of dollars) | June 30, 2025 | December 31, 2024 | | :------------------------------ | :------------ | :---------------- | | Cash and cash equivalents | $6,704 | $4,272 | | Total Current Assets | $7,324 | $4,863 | | Net property, plant and equipment | $139,225 | $137,868 | | Total Assets | $150,498 | $146,357 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Total Current Liabilities | $14,331 | $11,762 | | Total Liabilities | $15,728 | $13,235 | | Total Stockholders' Equity | $134,770 | $133,122 | | Total Liabilities and Stockholders' Equity | $150,498 | $146,357 | Condensed Consolidated Statements of Operations This statement details the company's revenues, expenses, and net loss over specific periods, illustrating its operational performance | Operating Expenses (thousands of dollars) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Product development expenses | $(275) | $(281) | $(457) | $(596) | | General and administrative expenses | $(3,133) | $(2,489) | $(5,427) | $(5,094) | | Total operating expenses | $(3,575) | $(2,838) | $(6,210) | $(5,831) | | Other expense, net | $(294) | $(981) | $(335) | $(886) | | Net Loss | $(3,869) | $(3,819) | $(6,545) | $(6,717) | | BASIC AND DILUTED LOSS PER SHARE | $(0.05) | $(0.07) | $(0.09) | $(0.12) | Condensed Consolidated Statements of Cash Flows This statement reports the cash generated and used by the company across operating, investing, and financing activities over specific periods | Cash Flow Activities (thousands of dollars) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------- | :----------------------------- | :----------------------------- | | Net Cash Used In Operating Activities | $(4,673) | $(5,181) | | Net Cash Used In Investing Activities | $(4,800) | $(3,222) | | Net Cash Provided By Financing Activities | $11,905 | $715 | | Net increase (decrease) in Cash and Cash Equivalents | $2,432 | $(7,688) | | Cash and Cash Equivalents, End of Period | $6,704 | $3,164 | Condensed Consolidated Statements of Stockholders' Equity This statement outlines changes in the company's equity accounts, including common stock, paid-in capital, and accumulated deficit, over specific periods Stockholders' Equity (thousands of dollars) | Stockholders' Equity (thousands of dollars) | Balances, December 31, 2024 | Balances, June 30, 2025 | | :---------------------------------------- | :-------------------------- | :---------------------- | | Common Stock (Shares) | 64,830,081 | 78,439,226 | | Common Stock (Amount) | $65 | $78 | | Paid-In Capital | $507,001 | $515,181 | | Accumulated Deficit | $(373,686) | $(380,231) | | Total Stockholders' Equity | $133,122 | $134,770 | Stockholders' Equity (thousands of dollars) | Stockholders' Equity (thousands of dollars) | Balances, December 31, 2023 | Balances, June 30, 2024 | | :---------------------------------------- | :-------------------------- | :---------------------- | | Common Stock (Shares) | 55,387,794 | 57,842,023 | | Common Stock (Amount) | $55 | $58 | | Paid-In Capital | $501,675 | $502,863 | | Accumulated Deficit | $(361,029) | $(367,746) | | Total Stockholders' Equity | $140,443 | $134,917 | 1. BASIS OF PRESENTATION This section details the accounting principles and standards used in preparing the interim financial statements, including recent ASU adoptions and evaluations - The interim financial statements are prepared in accordance with U.S. GAAP for interim information and Form 10-Q instructions, and should be read with the annual report. Management considers all necessary adjustments for fair presentation to be included[23] - The Series A-1 Convertible Notes are classified as a liability and measured at fair value using the Fair Value Option, with changes in fair value recognized in the Condensed Consolidated Statement of Operations or Other Comprehensive Income[24][25] - The Company adopted ASU 2023-07 (Segment Reporting) retrospectively, resulting in expanded segment disclosures. ASU 2024-02 (Codification Improvements) and ASU 2024-01 (Stock Compensation) did not materially impact the interim financial statements[27][28][30] - The Company is currently evaluating the potential impact of recently issued ASUs, including 2025-01 (Expense Disaggregation), 2024-04 (Convertible Debt), 2024-03 (Expense Disaggregation), 2023-09 (Income Tax Disclosures), and 2023-06 (Disclosure Improvements)[31][32][33][34][35] 2. LIQUIDITY AND GOING CONCERN This section addresses the company's ability to meet its financial obligations, highlighting substantial doubt about its going concern status and reliance on external financing - The Company's financial statements are prepared on a 'going concern' basis, but events and conditions raise substantial doubt about its ability to continue within one year due to current liabilities exceeding current assets and ongoing cash losses from construction activities[36][37][43] - The Company has relied on equity financings, debt financings, and asset sales to fund operations since 2009. Construction activities at the Kellyton Graphite Plant have been significantly reduced due to insufficient funding[37][38] Liquidity Metrics | Metric | Value (as of June 30, 2025) | | :----- | :-------------------------- | | Cash Balance | $6.7 million | | ATM Sales Agreement (6 months ended June 30, 2025) | 7.1 million shares sold for $4.4 million net proceeds | | 2024 Lincoln Park PA (6 months ended June 30, 2025) | 5.1 million shares sold for $3.2 million net proceeds | | Remaining ATM Sales Agreement availability | ~$47.3 million | | Remaining 2024 Lincoln Park PA availability | ~$26.3 million | - The Company issued Series A-1 Convertible Notes for $5.0 million on June 13, 2025. However, there is no assurance that additional financing will be available on acceptable terms, with market volatility, interest rates, and geopolitical conditions posing significant risks[40][41][42] 3. PREPAID AND OTHER CURRENT ASSETS This section details the composition of the company's prepaid expenses and other current assets, including inventory held for future sales or sample production Prepaid and Other Current Assets (thousands of dollars) | Prepaid and other current assets (thousands of dollars) | June 30, 2025 | December 31, 2024 | | :---------------------------------------------------- | :------------ | :---------------- | | Prepaid insurance | $307 | $90 | | Graphite flake inventory | $206 | $460 | | Other current assets | $107 | $41 | | Total prepaid and other current assets | $620 | $591 | - As of June 30, 2025, inventory represents raw material under contract for sale or for product sample production within the next twelve months[45] 4. INVENTORY This section describes the valuation and composition of the company's raw material inventory, noting no write-downs in the current period Inventory (raw material of natural flake graphite concentrate) | Inventory (raw material of natural flake graphite concentrate) | June 30, 2025 | December 31, 2024 | | :----------------------------------------------------------- | :------------ | :---------------- | | Value (thousands of dollars) | $200 | $500 | - Inventory is valued at the lower of cost or net realizable value. No write-downs were recognized for the three and six months ended June 30, 2025, compared to a $0.7 million write-down in the prior comparable periods of 2024[47] 5. PROPERTY, PLANT AND EQUIPMENT This section details the company's long-lived assets, including mineral rights, buildings, and construction in progress for the Kellyton Graphite Plant Net Book Value of Property, Plant and Equipment (thousands of dollars) | Net Book Value of Property, Plant and Equipment (thousands of dollars) | June 30, 2025 | December 31, 2024 | | :------------------------------------------------------------------- | :------------ | :---------------- | | Mineral rights and properties | $8,972 | $8,972 | | Buildings | $3,183 | $3,243 | | Other property, plant and equipment | $3,995 | $2,377 | | Construction in progress | $123,075 | $123,276 | | Total | $139,225 | $137,868 | - Construction in progress primarily relates to the Kellyton Graphite Plant. The Company received $0.3 million and $0.8 million from asset sales during the six months ended June 30, 2025 and 2024, respectively, as part of design optimization[49][50] - No impairment was deemed necessary for long-lived assets for the six months ended June 30, 2025. However, potential abandonment or alteration of Kellyton Graphite Plant plans could trigger an impairment evaluation[51] 6. SERIES A-1 CONVERTIBLE NOTES This section outlines the terms and accounting treatment of the Series A-1 Convertible Notes, including conversion features, interest rates, and beneficial ownership caps - On June 13, 2025, the Company issued Series A-1 Convertible Notes for an aggregate principal amount of $5.0 million, convertible into Common Stock, subject to a 9.99% Beneficial Ownership Cap[52][54] - The notes do not bear interest unless an event of default occurs, in which case the rate becomes 18% per annum. They mature on the twenty-four month anniversary of issuance and require a minimum cash balance of $2.25 million[56] - The conversion price is $0.63, or the lower of $0.63 or 92% of the lowest VWAP during the five trading days prior to an Installment Date. As of June 30, 2025, approximately $1.0 million of notes were due but deferred[57] - The Company elected the Fair Value Option for these notes and will seek stockholder approval for conversion shares exceeding 19.99% of outstanding Common Stock[59][60] - Assuming conversion at $0.63, the Series A-1 Convertible Notes were convertible into approximately 9,126,984 shares of Common Stock as of June 30, 2025, using the if-converted method[61] 7. FAIR VALUE MEASUREMENTS This section explains the company's fair value measurement methodology and the classification of financial instruments within the fair value hierarchy - The Company follows ASC 820 for fair value measurements, which defines fair value as an exit price and establishes a three-level hierarchy based on input observability[62][68] Fair Value Measurements (thousands of dollars) | Fair Value Measurements (thousands of dollars) | Level 1 | Level 2 | Level 3 | Total | | :--------------------------------------------- | :------ | :------ | :------ | :---- | | Series A-1 Convertible Notes (June 30, 2025) | $— | $— | $(5,000)| $(5,000)| - The fair value of the Series A-1 Convertible Notes is classified as Level 3 due to the use of unobservable inputs related to the probability of contingent redemption features. The change in fair value from inception to June 30, 2025, was immaterial[65][67] 8. ACCRUED LIABILITIES This section provides a breakdown of the company's accrued liabilities, including compensation, insurance, and legal fees Accrued Liabilities (thousands of dollars) | Accrued Liabilities (thousands of dollars) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Accrued compensation | $1,331 | $1,329 | | Liabilities related to Company insurance | $174 | $50 | | Accrued legal fees | $47 | $387 | | Other accrued liabilities | $383 | $339 | | Total accrued liabilities | $1,935 | $2,105 | 9. COMMON STOCK This section details the company's common stock activities, including sales under ATM agreements and the Lincoln Park Purchase Agreement, and related stockholder approvals - Under the ATM Sales Agreement with H.C. Wainwright, the Company sold 4.6 million shares for $2.4 million net proceeds in Q2 2025, and 7.1 million shares for $4.4 million net proceeds in H1 2025. Approximately $47.3 million remains available for future sales[71][73] - The previous ATM Offering Agreement with Cantor Fitzgerald & Co. was terminated on August 29, 2024. Prior to termination, the Company sold 0.5 million shares for $0.2 million net proceeds in Q2 2024, and 1.8 million shares for $0.8 million net proceeds in H1 2024[75][76] - Under the 2024 Lincoln Park PA, Lincoln Park committed to purchase up to $30.0 million of Common Stock. The Company sold 1.3 million shares for $0.6 million net proceeds in Q2 2025, and 5.1 million shares for $3.2 million net proceeds in H1 2025. Approximately $26.3 million remains available[77][78][83][84] - Stockholder approval was obtained on May 27, 2025, for the issuance of more than 19.99% of outstanding Common Stock under the 2024 Lincoln Park PA[80] 10. STOCK-BASED COMPENSATION This section reports the company's stock-based compensation expense, equity incentive plans, and activity related to stock options and restricted stock units Stock-Based Compensation Expense (thousands of dollars) | Stock-Based Compensation Expense (thousands of dollars) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Expense | $0.8 | $0.3 | $0.9 | $0.5 | - The Company's equity incentive plans include the 2013 Plan and the Inducement Plan. As of June 30, 2025, 48,281 shares were available under the 2013 Plan and 114,429 shares under the Inducement Plan[86][87][88] Stock Options Activity (6 months ended June 30) | Stock Options Activity (6 months ended June 30) | 2025 (Number of Stock Options) | 2025 (Weighted Average Exercise Price) | 2024 (Number of Stock Options) | 2024 (Weighted Average Exercise Price) | | :---------------------------------------------- | :----------------------------- | :------------------------------------- | :----------------------------- | :------------------------------------- | | Outstanding at beginning of period | 649,345 | $1.91 | 424,826 | $2.66 | | Granted | 16,390 | $0.48 | 224,519 | $0.49 | | Outstanding at end of period | 665,735 | $1.88 | 649,345 | $1.91 | | Exercisable at end of period | 665,735 | $1.88 | 424,826 | $2.66 | RSU Activity (6 months ended June 30) | RSU Activity (6 months ended June 30) | 2025 (Number of RSUs) | 2025 (Weighted-Average Grant Date Fair Value) | 2024 (Number of RSUs) | 2024 (Weighted-Average Grant Date Fair Value) | | :------------------------------------ | :-------------------- | :-------------------------------------------- | :-------------------- | :-------------------------------------------- | | Unvested RSUs at beginning of period | 4,090,639 | $0.60 | 1,773,058 | $1.03 | | Granted | 20,101,991 | $0.48 | 3,235,731 | $0.49 | | Forfeited/Expired | (142,139) | $0.92 | (6,784) | $3.93 | | Vested | (1,826,582) | $0.51 | (884,817) | $1.03 | | Unvested RSUs at end of period | 22,223,909 | $0.49 | 4,117,188 | $0.60 | - As of June 30, 2025, the Company had $6.1 million of unrecognized compensation costs related to non-vested RSUs, to be recognized over approximately 2.5 years[93] 11. OTHER EXPENSE, NET This section details the components of other expense, net, including inventory sales, write-downs, interest income, and convertible note issuance costs Other Expense, Net (thousands of dollars) | Other Expense, Net (thousands of dollars) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Sales of raw material inventory | $28 | $982 | $266 | $1,124 | | Costs related to sales of raw material inventory | $(28) | $(1,336) | $(266) | $(1,506) | | Write-down of raw material inventory | $— | $(694) | $— | $(694) | | Interest income | $27 | $65 | $70 | $191 | | Other (expense) income | $(316) | $3 | $(401) | $2 | | Total other expense, net | $(294) | $(981) | $(335) | $(886) | - The Company recognized $0.3 million in issuance costs for the Series A-1 Convertible Notes, included in 'Other (expense) income' for the three and six months ended June 30, 2025[98] 12. EARNINGS PER SHARE This section explains the calculation of basic and diluted loss per share, noting the exclusion of anti-dilutive securities due to net loss - Basic and diluted loss per common share are calculated based on weighted-average shares outstanding. Potentially dilutive shares (unvested RSUs, stock options, convertible notes) totaling 32,016,628 were excluded as their effect would be anti-dilutive due to the net loss[99] 13. COMMITMENTS AND CONTINGENCIES This section outlines the company's environmental compliance, legal proceedings, and future lease obligations for plant equipment - The Company believes its operations are materially compliant with current environmental regulations and does not expect material effects from legal proceedings. It has future lease obligations of approximately $1.2 million for Kellyton Graphite Plant equipment[100][101][102] 14. SEGMENT REPORTING This section details the company's single operating segment, the battery-grade graphite business, including its Kellyton Graphite Plant and Coosa Graphite Deposit - The Company operates with one reporting segment: the 'battery-grade graphite business,' which includes the Kellyton Graphite Plant and the Coosa Graphite Deposit, both in a pre-revenue stage[103][105][106] - The Kellyton Graphite Plant will process natural graphite concentrate using a proprietary purification process (caustic bake, acid leach, thermal treatment) to produce CSPG, with a patent application approved. The Coosa Graphite Deposit is being evaluated for future mining to provide in-house feedstock[105][106] Segment Assets (thousands of dollars) | Segment Assets (thousands of dollars) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Battery-grade graphite business segment assets | $142,934 | $141,470 | | Corporate and other assets | $7,564 | $4,887 | | Consolidated total assets | $150,498 | $146,357 | Segment Expenditures (thousands of dollars) | Segment Expenditures (thousands of dollars) | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :------------------------------------------ | :------------------------------- | :----------------------------- | | Battery-grade graphite business segment assets | $2,200 | $5,100 | Segment Net Loss (thousands of dollars) | Segment Net Loss (thousands of dollars) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Battery-grade Graphite Segment | $(1,034) | $(1,873) | $(2,135) | $(2,906) | | Corporate and Other | $(2,835) | $(1,946) | $(4,410) | $(3,811) | | Consolidated Net Loss | $(3,869) | $(3,819) | $(6,545) | $(6,717) | 15. SUBSEQUENT EVENT This section discloses the issuance of Series B-1 Convertible Notes after the reporting period, outlining their principal amount and conversion terms - On August 7, 2025, the Company issued Series B-1 Convertible Notes for an aggregate principal amount of $5.0 million, with similar terms to Series A-1 notes but a conversion price of $0.83[113][114] - Stockholder approval will be sought for conversion shares from both Series A-1 and B-1 notes if they exceed 19.99% of outstanding Common Stock[115] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses financial performance, condition, and operational developments, focusing on the Kellyton Graphite Plant, financing efforts, and critical minerals projects INTRODUCTION This introduction outlines Westwater Resources' focus as an energy technology and critical minerals company developing battery-grade natural graphite materials - Westwater Resources is an energy technology and critical minerals company focused on developing battery-grade natural graphite materials through its Kellyton Graphite Plant and Coosa Graphite Deposit in Alabama[117] - The Kellyton Graphite Plant is expected to produce 12,500 metric tons per year of CSPG in Phase I for lithium-ion batteries, with the Coosa Graphite Deposit anticipated to provide natural graphite flake concentrate[117] RECENT DEVELOPMENTS This section highlights recent progress at the Kellyton Graphite Plant, customer interest, financing efforts, and the strategic implications of domestic graphite production - Westwater is experiencing increased customer interest in Phase II production due to tariffs and the desire for domestic CSPG supply, with samples meeting initial specifications for major battery suppliers and vehicle manufacturers[118][119][120] - Total expected costs for Phase I of the Kellyton Graphite Plant remain at $245 million, with approximately $124.4 million incurred to date. Construction activities have been at a measured pace, awaiting additional funding[121][122] - The qualification line at the Kellyton Graphite Plant produced over 1 metric ton of CSPG samples for customer trials and is being optimized for cycle times and graphite flow rates. Commissioning of micronizer and shaping mills has begun[123][124] - The Company is progressing with syndication of a $150 million secured debt facility for Phase I completion and has submitted a loan application to EXIM under the 'Make More in America Initiative' and 'China and Transformational Exports Program'[125][129] - A strategic financing review for the Coosa Graphite Deposit is underway, seeking investment sources and partners, with further advancement expected after Kellyton Graphite Plant Phase I financing closes[131][132][133] - The U.S. is nearly 100% dependent on graphite imports, primarily from China. New executive orders, tariffs, and anti-dumping duties (93.5% proposed on Chinese graphite-based anode materials) highlight supply chain risks and potential opportunities for Westwater's domestic production[134][135][136][137] Equity Financings This section summarizes the company's equity financing activities, including shares sold and net proceeds from ATM sales agreements and the Lincoln Park Purchase Agreement Equity Financing Source | Equity Financing Source | Period | Shares Sold (millions) | Net Proceeds (millions of dollars) | | :---------------------- | :----- | :--------------------- | :--------------------------------- | | ATM Sales Agreement | Q2 2025 | 4.6 | $2.4 | | ATM Sales Agreement | H1 2025 | 7.1 | $4.4 | | 2024 Lincoln Park PA | Q2 2025 | 1.3 | $0.6 | | 2024 Lincoln Park PA | H1 2025 | 5.1 | $3.2 | RESULTS OF OPERATIONS This section analyzes the company's net loss and loss per share, attributing changes to stock compensation, financing costs, depreciation, and inventory-related expenses Net Loss and Loss Per Share | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net Loss | $(3.9) million | $(3.8) million | $(6.5) million | $(6.7) million | | Loss Per Share | $(0.05) | $(0.07) | $(0.09) | $(0.12) | - The increase in net loss for the three months ended June 30, 2025, was primarily due to increased stock compensation expense, Series A-1 Convertible Notes issuance costs, and higher depreciation, partially offset by lower prior-period inventory-related expenses[142] - The decrease in net loss for the six months ended June 30, 2025, was mainly due to lower prior-period inventory-related expenses and reduced product development expenses, partially offset by increased stock compensation, convertible note issuance costs, depreciation, and lower interest income[143] - General and administrative expenses increased by $0.6 million (QoQ) and $0.3 million (YoY) primarily due to higher stock compensation and reduced capitalized payroll costs, partially offset by cost-saving initiatives[146] - Other expense, net, decreased significantly due to prior-period losses on sales and write-downs of raw material inventory, partially offset by current period issuance costs for Series A-1 Convertible Notes[147] FINANCIAL POSITION This section reviews the company's cash flow activities, highlighting changes in operating, investing, and financing cash flows Cash Flow Activity (millions of dollars) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------- | :----------------------------- | :----------------------------- | | Net Cash Used In Operating Activities | $(4.7) million | $(5.2) million | | Net Cash Used In Investing Activities | $(4.8) million | $(3.2) million | | Net Cash Provided By Financing Activities | $11.2 million increase | $0.7 million | | Net increase (decrease) in Cash and Cash Equivalents | $2.4 million | $(7.7) million | | Cash and Cash Equivalents, End of Period | $6.7 million | $3.2 million | - The increase in cash provided by financing activities was primarily driven by net cash proceeds from Series A-1 Convertible Notes and increased Common Stock sales under the ATM Sales Agreement and 2024 Lincoln Park PA[150] LIQUIDITY AND CAPITAL RESOURCES This section discusses the company's liquidity challenges, going concern risk, and reliance on external financing, detailing available funds and market risks - The Company faces significant liquidity challenges and going concern risk due to ongoing cash losses, current liabilities exceeding current assets, and reliance on external financing to fund the Kellyton Graphite Plant construction[151][152] Liquidity and Capital Resources Metrics | Metric | Value | | :----- | :---- | | Cash balance (June 30, 2025) | $6.7 million | | Cash balance (August 11, 2025) | $12.5 million | | Net proceeds from ATM Sales Agreement (H1 2025) | $4.4 million | | Net proceeds from 2024 Lincoln Park PA (H1 2025) | $3.2 million | | Remaining ATM Sales Agreement availability | ~$47.3 million | | Remaining 2024 Lincoln Park PA availability | ~$26.3 million | | Series A-1 Convertible Notes (June 13, 2025) | $5.0 million | | Series B-1 Convertible Notes (August 7, 2025) | $5.0 million | - The Company's ability to raise additional funds is subject to market volatility, interest rates, inflation, EV production rates, economic conditions, and geopolitical factors, which could significantly impact access to necessary funding[156] OFF-BALANCE SHEET ARRANGEMENTS This section confirms the absence of any off-balance sheet arrangements for the company - The Company has no off-balance sheet arrangements[157] CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This section advises on the inherent risks and uncertainties associated with forward-looking statements, including funding, economic conditions, and regulatory changes - The report contains forward-looking statements subject to risks and uncertainties, including funding adequacy, liquidity, access to capital, economic conditions, development costs, and regulatory changes[158][159][161] - Factors that could cause actual results to differ materially include graphite and vanadium prices, competition, customer contracts, cost control, supply chain disruptions, interest rates, and geopolitical conditions[158][161] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, Westwater Resources is exempt from providing quantitative and qualitative disclosures about market risk in its quarterly reports - The Company is not required to provide quantitative and qualitative disclosures about market risk in its Quarterly Reports as it is a smaller reporting company[160] ITEM 4. CONTROLS AND PROCEDURES Management confirmed the effectiveness of disclosure controls and procedures as of June 30, 2025, with no material changes to internal control over financial reporting - The Company's disclosure controls and procedures were evaluated and concluded to be effective at a reasonable assurance level as of June 30, 2025[162][163] - There were no changes in internal control over financial reporting during the three months ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[164] PART II - OTHER INFORMATION This part includes disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and a list of exhibits ITEM 1. LEGAL PROCEEDINGS There have been no material changes to the legal proceedings previously disclosed in the Company's Annual Report - No material changes to legal proceedings previously disclosed in the Annual Report[165] ITEM 1A. RISK FACTORS Investors are directed to the 'Risk Factors' section in the Annual Report for a comprehensive discussion of investment risks - Investors should refer to the 'Risk Factors' section in the Annual Report for a comprehensive understanding of investment risks[166] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company reports no unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities during the period - None reported for unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities[167] ITEM 3. DEFAULTS UPON SENIOR SECURITIES The Company reports no defaults upon senior securities during the period - None reported for defaults upon senior securities[168] ITEM 4. MINE SAFETY DISCLOSURES Mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable[169] ITEM 5. OTHER INFORMATION The Company reports no other information required to be disclosed - No other information required to be disclosed[170] ITEM 6. EXHIBITS This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, securities agreements, and certifications - The exhibits include the Restated Certificate of Incorporation, Certificate of Amendment, Amended and Restated Bylaws, Securities Purchase Agreement, Form of Series A-1 Convertible Note, Form of Voting Agreement, and various certifications (CEO, CFO) under Sarbanes-Oxley Act[171] SIGNATURES This section confirms the official signing of the report by the company's President, CEO, CFO, and Senior Vice President of Finance - The report is duly signed on behalf of Westwater Resources, Inc. by Frank Bakker, President and Chief Executive Officer, and Steven M. Cates, Chief Financial Officer and Senior Vice President - Finance, as of August 13, 2025[173][174][175][176]