WWR Westwater Resources Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

Commission file number 001-33404

(303) 531-0516

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes o  No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x  No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

The aggregate market value of the Common Stock held by non-affiliates of the Registrant at June 30, 2019 was approximately $9,691,198. Number of shares of Common Stock, $0.001 par value, outstanding as of February 14, 2020 was 4,160,723 shares.

1

Explanatory Note

This Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Annual Report on Form 10-K for the year ended December 31, 2019 filed by Westwater Resources, Inc. (the “Company”) on February 14, 2020 (the “Original Annual Report”) corrects the following errors in the Original Annual Report:

Part I, Item 1A “Risk Factors”: Under the Risk Factor entitled, “If we are unable to raise additional capital, our business may fail and holders of our securities may lose their entire investment.” the amount raised through February 14, 2020 is $10.7 million instead of $9.2 million as presented in the Original Annual Report; 

Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”: The 2018 General and Administrative Expense line item is $7,009 instead of $7,357 as presented in the Original Annual Report, and the change in arbitration costs incurred during 2019 compared to 2018 were $1.0 million instead of $1.4 million as presented in the Original Annual Report; and 

Part III, Item 11 “Executive Compensation”: Deleted and replaced the 2019 Outstanding Equity Awards at Fiscal Year End table in its entirety to include options granted in July 2018, subject to stockholder approval, and approved by stockholders at the Annual Meeting of Stockholders held on April 18, 2019. 

In addition, currently dated certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Because no financial statements are contained within this Amendment, the Company is not filing currently dated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Except as described above, the remainder of the Original Annual Report is unchanged, and this Amendment does not reflect any event occurring after the date of the Original Annual Report.