已於2024年10月9日向證券交易委員會提交
註冊聲明文書編號333-281980
美國
證券交易委員會
證券交易委員會
華盛頓特區20549
生效前修正案編號1
爲
爲
S-1表格
註冊聲明
根據1933年證券法
根據1933年證券法
WESTWATER RESOURCES，INC。
(根據其章程規定的發行人的確切名稱)
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特拉華州
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1000
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75-2212772
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（設立或註冊地區
設立或組織的位置 加利福尼亞州 |
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（主要標準工業)
分類代碼 請勾選下面適當的方框，以便本表8-K的提交同時滿足註冊人根據以下任一規定的申報義務： |
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（聯邦稅號
（標識號碼） |
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6950 South Potomac Street, Suite 300
科羅拉多州Centennial市80112
(303) 531-0516
科羅拉多州Centennial市80112
(303) 531-0516
註冊人主要執行辦事處的地址，包括郵政編碼和電話號碼，包括區號
史蒂文·米切爾·凱茨
高級副總裁及首席財務官
westwater resources
6950 South Potomac Street, Suite 300
科羅拉多州Centennial市80112
(303) 531-0516
高級副總裁及首席財務官
westwater resources
6950 South Potomac Street, Suite 300
科羅拉多州Centennial市80112
(303) 531-0516
服務機構的姓名、地址（包括郵政編碼）和電話號碼（包括區號）
副本：
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Amy Bowler，法學士。
Leah Neumann，法學士。 Holland & Hart LLP 555 17th Street，Suite 3200 Denver, Colorado 80202 電話：（303）295-8000。 |
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Anthony J. Marsico律師
Reed Smith LLP 599 Lexington Avenue 紐約州紐約市10022 電話：(212) 521-5400 傳真：(212) 521-5450 |
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擬向公衆創業板公開發售的大致日期： 本登記聲明生效後，應儘快執行。
如果此表格上註冊的任何證券是根據1933年證券法規則415項的規定以延遲或連續方式進行的，請勾選以下方框: ☒
如果此表格是根據1933年證券法規則462(b)項以註冊其他證券以進行發行，請勾選以下方框，並列出早期有效的同一發行的證券法註冊聲明號碼: ☐
如果此表格是根據1933年證券法規則462(c)項以提交的後一次有效修正，請勾選以下方框，並列出早期有效的同一發行的證券法註冊聲明號碼: ☐
如果此表格是根據1933年證券法規則462(d)項以提交的後一次有效修正，請勾選以下方框，並列出早期有效的同一發行的證券法註冊聲明號碼: ☐
請通過勾選下列選項指示註冊人是大型快速申報人、加速申報人、非加速申報人、小型報告公司還是新興成長公司。有關「大型快速申報人」、「加速申報人」、「小型報告公司」和「新興成長公司」的定義，請參見《交易所法》第12億.2條。
| | 大型加速申報人 ☐ | | | 加速歸檔者☐ | | | 非加速器 ☒ | | |
小型報告公司 ☒
創業成長公司 ☐ |
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如果是新興成長型公司，請用複選標記指示註冊人是否選擇不使用延長過渡期來符合根據《證券法》第7(a)(2)(B)條規定的任何新的或修訂後的財務會計準則。☐
註冊人特此修改本註冊聲明的日期或必要的日期，以延遲其有效日期，直到註冊人提交進一步修正，明確聲明本註冊聲明隨後將按照《1933年證券法》第8(a)條的規定生效，或者直到註冊聲明根據所述第8(a)條由委員會在相應決定的日期生效。
說明：
本文件爲西水資源公司（Westwater Resources, Inc.，文件編號333-281980）的S-1表格註冊聲明的生效前修訂第1號附件，僅作爲一項展示性文件提交，專門用於修改註冊聲明第II部分的第16項，以提交Moss Adams LLP的更新同意書，作爲第23.1展品。因此，本生效前修訂僅包括封面頁、本說明注、註冊聲明第II部分、註冊聲明的簽名頁和所引用的展品。構成註冊聲明第I部分的招股說明書保持不變，此處未收錄。
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by the Company in connection with the registration and sale of the securities being registered. All expenses incurred with respect to the registration of the common stock will be borne by us. All amounts are estimated except the Securities and Exchange Commission registration fee.
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SEC registration fee
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| | | $ | 912.78 | | |
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Printing expense
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| | | $ | 7,500.00 | | |
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Accounting fees and expenses
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| | | $ | 10,000.00 | | |
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Legal fees and expenses
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| | | $ | 50,000.00 | | |
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Miscellaneous fees and expenses
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| | | $ | 5,000.00 | | |
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Total
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| | | $ | 73,412.78 | | |
Item 14.
Indemnification of Directors and Officers
We are incorporated under the laws of the State of Delaware. Under Delaware law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to an action (other than an action by or in the right of the corporation) by reason of his or her service as a director or officer of the corporation, or his or her service, at the corporation’s request, as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees) that are actually and reasonably incurred by him or her (“Expenses”), and judgments, fines and amounts paid in settlement that are actually and reasonably incurred by him or her, in connection with the defense or settlement of such action, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Although Delaware law permits a corporation to indemnify any person referred to above against Expenses in connection with the defense or settlement of an action by or in the right of the corporation, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, if such person has been judged liable to the corporation, indemnification is only permitted to the extent that the Court of Chancery (or the court in which the action was brought) determines that, despite the adjudication of liability, such person is entitled to indemnity for such Expenses as the court deems proper. The Delaware General Corporation Law (the “DGCL”) also provides for mandatory indemnification of any director, officer, employee or agent against Expenses to the extent such person has been successful in any proceeding covered by the statute. In addition, the DGCL provides the general authorization of advancement of a director’s or officer’s litigation expenses in lieu of requiring the authorization of such advancement by the board of directors in specific cases, and that indemnification and advancement of expenses provided by the statute shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement or otherwise.
Our amended and restated bylaws and restated certificate of incorporation provide for indemnification of our directors and officers and for advancement of litigation expenses to the fullest extent permitted by current Delaware law.
We maintain a policy of directors and officers liability insurance which reimburses us for expenses which we may incur in connection with the foregoing indemnity provisions and which may provide direct indemnification to directors and officers where we are unable to do so.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the above, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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Item 15.
Recent Sales of Unregistered Securities
On August 30, 2024, we completed a private placement to Lincoln Park pursuant to which we have the right to sell to Lincoln Park up to $30.0 million in shares of common stock, subject to certain limitations, from time to time over the 24-month period commencing on the Commencement Date. We issued 600,000 Initial Commitment Shares to Lincoln Park as consideration for its commitment to purchase shares of common stock under the Purchase Agreement. In the Purchase Agreement, Lincoln Park represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities were sold by the Company under the Purchase Agreement in reliance upon an exemption from the registration requirements under the Securities Act afforded by Section 4(a)(2) of the Securities Act.
Item 16.
Exhibits and Financial Statement Schedules
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Exhibit
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Description
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| | 23.2 | | | Consent of Holland & Hart LLP (included in Exhibit 5.1) (incorporated by reference to Exhibit 23.2 to the Company’s Registration Statement on Form S-1 filed September 6, 2024, SEC File No. 333-281980). | |
| | 24.1* | | | | |
| | 107 | | | |
+
Indicates management contract or compensatory plan or arrangement.
*
Filed herewith.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that subparagraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4. That, for the purpose of determining liability under the Securities Act to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or
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modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
6. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
7. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Centennial, State of Colorado, on October 9, 2024.
WESTWATER RESOURCES, INC.
By:
/s/ Frank Bakker
Name:
Frank Bakker
Title:
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Messrs. Frank Bakker and Steven M. Cates and each of them severally as such person’s true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and any registration statement relating to the offering covered by this registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might, or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any substitute therefor, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Frank Bakker
Frank Bakker
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President, Chief Executive Officer and Director (Principal Executive Officer)
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October 9, 2024
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/s/ Steven M. Cates
Steven M. Cates
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Senior Vice President — Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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October 9, 2024
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/s/ Terence J. Cryan
Terence J. Cryan
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Director and Executive Chairman
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October 9, 2024
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/s/ Karli S. Anderson
Karli S. Anderson
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Director
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October 9, 2024
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/s/ Tracy D. Pagliara
Tracy D. Pagliara
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Director
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October 9, 2024
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/s/ Deborah A. Peacock
Deborah A. Peacock
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Director
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October 9, 2024
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