8-K
WESTWATER RESOURCES, INC. (WWR)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 8, 2021
WESTWATER RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33404 | 75-2212772 |
|---|---|---|
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification No.) | |
| 6950 S. Potomac Street, Suite 300<br>Centennial, Colorado | 80112 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange<br>on Which Registered |
|---|---|---|
| Common Stock, $0.001 par value | WWR | Nasdaq Capital Market |
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 (§240.12b–2 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 3.01****Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 8, 2021, Westwater Resources, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors (the “Board”), determined to voluntarily withdraw the listing of the Company's common stock, par value $0.001 per share (the “Common Stock”), from The Nasdaq Capital Market (“Nasdaq”) and transfer such listing to the NYSE American stock exchange (the “NYSE American”). The Company informed Nasdaq on March 8, 2021 of its intent to transfer the listing of its Common Stock to the NYSE American. The Company expects that listing and trading of its Common Stock on Nasdaq will end at market close on March 18, 2021, and that trading will begin on the NYSE American at market open on March 19, 2021.
The Common Stock has been approved for listing on the NYSE American, where it will continue to trade under the ticker symbol “WWR”.
Item 3.03****Material Modification to Rights of Security Holders.
Item 5.03****Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective upon the Company’s listing on the NYSE American on March 19, 2021, the Board approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws” and, as amended by the Amendment, the “Amended Bylaws”). The Amendment will add certain provisions to the Bylaws concerning stockholder record date requests and forum selection for complaints arising under the Securities Act of 1933, as amended, and will remove a provision concerning Australian exchange listing rules that is no longer applicable to the Company.
The foregoing summary of the Amendment is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Amendment, a copy of which is filed herewith as Exhibit 3.1. The Company will file a complete copy of the Amended Bylaws with its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
Item 7.01****Regulation FD Disclosure.
On March 8, 2021, the Company issued a press release regarding the transfer of its listing of Common Stock from Nasdaq to the NYSE American. A copy of the press release is furnished with this Form 8-K as Exhibit 99.1.
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 of 1933, as amended, except as shall be expressly set forth by reference to such filing.
Item 9.01****Financial Statements and Exhibits. (d)Exhibits.
| Exhibit No. | Description |
|---|---|
| 3.1 | Amendment to Amended and Restated Bylaws of the Company, effective March 19, 2021. |
| 99.1 | Press release, dated March 8, 2021. |
SIGNATURES
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: March 8, 2021
WESTWATER RESOURCES, INC.
By: /s/ Jeffrey L. Vigil
Name:Jeffrey L. Vigil
Title:Vice President–Finance and Chief Financial Officer Exhibit 3.1
Exhibit 3.1
AMENDMENT TO THE
AMENDED AND RESTATED BYLAWS
OF
WESTWATER RESOURCES, INC.
Section 7.5 shall read in its entirety, effective as of March 19, 2021:
“Section 7.5 Record Dates. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. Only those stockholders of record on the date so fixed shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the Corporation after any such record date fixed by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take action by written consent shall, by written notice delivered to the Secretary at the principal executive offices of the Corporation, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but no later than ten days (or if such tenth day is a day on which the New York Stock Exchange is not open for trading, the next day following such tenth day on which the New York Stock Exchange is open for trading) after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten days (or if such tenth day is a day on which the New York Stock Exchange is not open for trading, the next day following such tenth day on which the New York Stock Exchange is open for trading) after the date on which such request is received, the record date for determining stockholders entitled to consent to action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to and received by the Secretary at the principal executive offices of the Corporation. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.”
Section 7.7 shall read in its entirety, effective as of March 19, 2021:
“Section 7.7 Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws (as any may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine, shall be a state court located within the State of Delaware, or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware, in all cases subject to the court having personal jurisdiction over the indispensable parties named as defendants therein.
Further, unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. For the avoidance of doubt, nothing in this Section 7.7 shall preclude the filing of claims in the federal district courts of the United States of America under the Securities Exchange Act of 1934, as amended, or any successor thereto, or any other claims for which the federal district courts of the United States of America have exclusive jurisdiction.”
Section 8.1 shall be deleted in its entirety and removed from the Amended and Restated Bylaws, effective as of March 19, 2021.
Exhibit 99.1
Exhibit 99.1
Westwater Resources Announces Transfer to the NYSE American Stock Exchange
Ticker to Remain “WWR”
CENTENNIAL, Colo. March 8, 2021 - Westwater Resources, Inc. (“Westwater”) (Nasdaq: WWR), a battery graphite development company, announced today that it will change its listing from the Nasdaq Capital Market to the NYSE American stock exchange on March 19, 2021.
Christopher M. Jones, President and Chief Executive Officer of Westwater, said, “The New York Stock Exchange has been trading stocks for over 225 years and is the global leader in listings for a range of sectors, including technology and energy. As our company continues to grow, we want to see our shareholders benefit from this historic and prestigious platform. This is an exciting time for Westwater.”
With recent announcements by global automobile and battery makers, including a major announcement by General Motors (March 4, 2021) that they are looking to build a second battery factory in the United States, electric vehicles and the batteries that power them are a growing market. Westwater’s planned battery graphite business is well timed to take advantage of these markets in the United States and abroad.
The last day of trading on the Nasdaq Capital Market is expected to be March 18, 2021. Westwater’s common stock will continue to trade under its existing “WWR” symbol.
About Westwater Resources
Westwater Resources (NASDAQ: WWR) is focused on developing battery-grade graphite. The Company’s projects include the Coosa Graphite Project — the most advanced natural flake graphite project in the contiguous United States — and the associated Coosa Graphite Deposit located across 41,900 acres (~17,000 hectares) in east-central Alabama. Ongoing operations of the pilot program are producing ULTRA-PMG^TM^, ULTRA-DEXDG^TM^ and ULTRA-CSPG^TM^ in quantities that facilitate qualification testing at potential customers. For more information, visit www.westwaterresources.net.
Cautionary Statement
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as "expects," "estimates," "projects," "anticipates," "believes," "could," “scheduled,” and other similar words. All statements addressing events or developments that WWR expects or anticipates will occur in the future, including but not limited to the transfer of the Company’s common stock listing from the Nasdaq Capital Market to the NYSE American stock exchange, including the timing of the effectiveness of the transfer, and the anticipated timing of WWR’s planned graphite business. These risk factors and uncertainties include, but are not limited to, (a) the Company’s ability to implement the Coosa Graphite Project business plan; (b) the Company’s ability to raise additional capital in the future including the ability to utilize existing financing facilities; (c) spot price and long-term contract price of graphite and vanadium; (d) risks associated with our operations and the operations of our partners such as Samuel Engineering, Dorfner Anzaplan and others, including the impact of COVID-19 and its potential impacts to the capital markets; (e) operating conditions at the
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Company’s projects; (f) government regulation of the graphite industry and the vanadium industry; (g) world-wide graphite and vanadium supply and demand, including the supply and demand for lithium-based batteries; (h) unanticipated geological, processing, regulatory and legal or other problems the Company may encounter in the jurisdictions where the Company operates or intends to operate, including in Alabama and Colorado; (i) any graphite or vanadium discoveries not being in high-enough concentration to make it economic to extract the minerals; (j) currently pending or new litigation or arbitration; and (k) other factors which are more fully described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.
Contacts
Westwater Resources Contacts:
Christopher M. Jones, President & CEO
Phone: 303.531.0480
Jeff Vigil, VP Finance & CFO
Phone: 303.531.0481
Email: Info@WestwaterResources.net
Product Sales Contact:
Jay Wago, Vice President – Sales and Marketing
Phone: 303.531.0472
Email: Sales@westwaterresources.net
Investor Relations Contact:
Porter, LeVay & Rose
Michael Porter
Phone: 212.564.4700
Email: Westwater@plrinvest.com
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