SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 13, 2018
WESTWATER RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
(Commission File Number)
6950 S. Potomac Street, Suite 300
Centennial, Colorado 80112
(Address of Principal Executive Offices)
Registrants telephone number, including area code: (303) 531-0516
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).
Emerging growth company ☐
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. ☐
Item 1.01 - Entry into a Material Definitive Agreement.
On June 13, 2018, Westwater Resources, Inc. (WWR or the Company) entered into a Securities Purchase Agreement (the Securities Purchase Agreement) with Aspire Capital Fund, LLC (Aspire Capital), pursuant to which the Company agreed to sell 3,717,773 shares of WWR common stock and pre-funded warrants to purchase 4,968,518 shares of WWR common stock to Aspire Capital in a registered direct offering (the Offering) without an underwriter or placement agent. The closing of the Offering occurred on June 14, 2018. Net proceeds to the Company from the Offering are expected to be approximately $2.9 million, and transaction expenses are anticipated to be approximately $10,000. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include technical studies, restoration commitments, capital expenditures, debt reduction and working capital.
The pre-funded warrants will have an exercise price of $0.01 per share, which is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Companys common stock and also upon any distributions of assets to the Companys stockholders. Each pre-funded warrant will be exercisable upon issuance and will expire three years after issuance. The pre-funded warrants contain provisions that prohibit exercise if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of WWR common stock outstanding immediately after giving effect to such exercise. The holder of the pre-funded warrants may increase or decrease this percentage by providing at least 61 days prior notice to the Company. In the event of certain corporate transactions, the holder of the pre-funded warrants will be entitled to receive, upon exercise of the pre-funded warrants, the kind and amount of securities, cash or other property that the holders would have received had they exercised the pre-funded warrants immediately prior to such transaction. The pre-funded warrants do not contain voting rights or any of the other rights or privileges as a holder of WWR common stock.
The Offering was registered pursuant to the Companys effective shelf registration statement on Form S-3 (File No. 333-216243) (the Registration Statement) and the related base prospectus included in the Registration Statement, as supplemented by the prospectus supplement dated June 13, 2018. The legal opinion and consent of Hogan Lovells US LLP addressing the validity of the securities (including shares of WWR common stock underlying the pre-funded warrants) is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated into the Registration Statement.
The foregoing description of the terms and conditions of the Securities Purchase Agreement and pre-funded warrants are not complete and are qualified in their entirety by the full text of the Securities Purchase Agreement and form of pre-funded warrant, which are filed herewith as Exhibits 10.1 and 4.1, respectively, and incorporated into this Item 1.01 by reference.
The Securities Purchase Agreement contains customary representations and warranties, covenants, conditions to closing and indemnification provisions that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of such agreement and in the context of the specific relationship between the parties. The provisions of the Securities Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement or parties expressly permitted to rely on such provisions and are not intended for investors and the public to obtain factual information about the current state of affairs of the parties thereto. Rather, investors and the public should look to other disclosures contained in the Companys filings with the Securities and Exchange Commission.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Offering and the entry into the Securities Purchase Agreement, the Common Stock Purchase Agreement (the Common Stock Purchase Agreement) dated as of September 25, 2017 by and between the Company and Aspire Capital was terminated on June 13, 2018.
The Common Stock Purchase Agreement is more fully described in the Companys Current Report on Form 8-K filed on September 27, 2017, which description is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 14, 2018 the Company issued a press release relating to the Offering. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information in this Item 7.01, including the press release, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by reference to such filing.
Item 9.01 - Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 14, 2018
WESTWATER RESOURCES, INC.
/s/ Jeffrey L. Vigil
Jeffrey L. Vigil
Vice PresidentFinance and Chief Financial Officer