西水资源美股招股说明书(2025-06-13版)

$5,000,000 of SeriesA-1 Senior Convertible Notes due 2027 Pursuant to this prospectus supplement and the accompanying prospectus, Westwater Resources, Inc.(the “Company,” “we,” “us,” or “our”) is offering $5,000,000 aggregate principal amount of our Series A-1senior convertible notes due 2027 (the “Notes”). We are also offering by this prospectus supplement sharesof our common stock, $0.001 par value per share, issuable from time to time upon conversion or otherwiseunder the Notes (including shares that may be issued in payment of interest). The Notes will not bear interest except that upon the occurrence and during the continuance of an eventof default, interest will accrue on the Notes at an interest rate of 18% per annum. Unless earlier converted orredeemed, the Notes will mature on the twenty-four month anniversary of the issuance date at a premium of15% to the face value of the Notes (the “Redemption Value”). At any time after the issuance date, the Notesare convertible, in whole or in part, and subject to certain beneficial ownership limitations, at the option ofthe holders, into shares of our common stock at a conversion price equal to $0.63 (the “Fixed ConversionPrice”). The Fixed Conversion Price is subject to customary adjustments upon any stock split, stockdividend, stock combination, recapitalization or similar events. Starting on the closing date, the Notesamortize in installments and we will make monthly payments on the first trading day of each monthlyanniversary commencing on the closing date through the maturity date, payable in cash or shares ofcommon stock. Upon the satisfaction of certain conditions, we may prepay outstanding Notes upon not lessthan 20 trading days’ written notice by paying an amount equal to the portion of the Notes being redeemedat a 15% premium. The Notes will rank senior in right of payment with respect to the holders of otherunsecured debt, except as described herein. The Notes are being sold pursuant to a securities purchase agreement, or the Securities PurchaseAgreement, among us and the investors in the Notes, dated as of June 13, 2025, pursuant to which we mayissue such Notes. No public market currently exists for the Notes, and we do not intend to apply to list the Notes on anysecurities exchange or for quotation on any inter-dealer quotation system. Our common stock is listed on theNYSE American under the symbol “WWR.” The last reported sale price of our common stock on the NYSEAmerican on June 12, 2025 was $0.59 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” in this prospectus supplementand in our reports filed with the Securities and Exchange Commission which are incorporated by referencetherein for a discussion of information that should be considered in connection with an investment in oursecurities. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if the prospectus, as supplemented by this supplement, is truthfulor complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June 13, 2025 TABLE OF CONTENTS Prospectus Supplement PageProspectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-1PROSPECTUS SUPPLEMENT SUMMARYS-4THE OFFERINGS-4RISK FACTORSS-8USE OF PROCEEDSS-12DIVIDEND POLICYS-12DESCRIPTION OF NOTESS-12PLAN OF DISTRIBUTIONS-22LEGAL MATTERSS-22EXPERTSS-23CERTAIN DOCUMENTS INCORPORATED BY REFERENCES-23WHERE YOU CAN FIND MORE INFORMATIONS-23 ProspectusABOUT THIS PROSPECTUS1DEFINITIONS2WHERE YOU CAN FIND MORE INFORMATION3INFORMATION INCORPORATED BY REFERENCE4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5RISK FACTORS7ABOUT WESTWATER RESOURCES, INC.8IMPLICATIONS OF BEING A SMALLER-REPORTING COMPANY9USE OF PROCEEDS10DESCRIPTION OF SECURITIES11PLAN OF DISTRIBUTION18LEGAL MATTERS21EXPERTS22 ABOUT THIS PROSPECTUS SUPPLEMENT You should assume that the information contained in this prospectus supplement and the accompanyingprospectus is accurate only as of the date on the front of the applicable document and that any informationwe have incorporated by reference into this prospectus supplement and the accompanying prospectus isaccurate only as of the date of the document incorporated by reference, regardless of the time of delivery ofthis prospectus supplement or the accompanying prospectus, or any sale of a security. This document is in two parts. The first part is the prospectus supplement, which describes the specificterms of this offering. The second part, the accompanying prospectus, provides more general informationabout securities we may offer from time to time, some of which may not apply to the securities we areoffering under this prospectus supplement. In addition, we incorporate important information into thisprospectus supplement and the accompanying prospectus by reference. You may obtain th