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): June 313, 2025

WESTWATER RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33404	75-2212772
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

6950 S. Potomac Street, Suite 300 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 on Which Registered
Common Stock, $0.001 par value		WWR		NYSE American

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 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On June 3 13, 2025, Westwater Resources, Inc. (the " “Company"”) ~~was~~entered ~~notified~~into ~~that~~a ~~Moss~~securities ~~Adams~~purchase ~~LLP~~agreement (~~"Moss Adams"),~~ the ~~Company's~~“Securities ~~independent~~Purchase ~~registered~~Agreement”) with ~~public~~certain ~~accounting~~institutional ~~firm, merged~~investors ~~with~~(the ~~Baker~~“Investors”) ~~Tilly~~under ~~US,~~which ~~LLP~~the ~~effective~~Company onagreed ~~June~~to 3,issue ~~2025.~~and ~~The~~sell ~~combined~~in ~~audit~~a ~~practices~~registered ~~operate~~public offering asdirectly ~~Baker~~to ~~Tilly~~the ~~US,~~Investor ~~LLP~~ (the “~~Baker Tilly~~Offering”)., Inconvertible ~~connection~~notes ~~with~~for ~~the~~up ~~notification~~to ofan ~~the~~aggregate ~~merger,~~principal ~~Moss~~amount ~~Adams~~of ~~has resigned as~~ $5,000,000 (the ~~auditors~~“Notes”), ofwhich ~~the~~will ~~Company~~be ~~and~~convertible ~~the~~into ~~Audit Committee~~shares of the Company’s ~~Board~~common ofstock, ~~Directors~~par ~~approved~~value ~~the appointment~~ of ~~Baker~~$0.001 ~~Tilly,~~per asshare (the ~~successor to Moss Adams, as the Company’s~~ ~~independent~~“Common ~~registered public accounting firm~~Stock”).

The ~~audit~~Securities ~~reports~~Purchase ~~of Moss Adams on the Company’s~~Agreement ~~consolidated~~contains ~~financial~~customary ~~statements for the years ended December 31~~representations, ~~2024~~warranties and ~~2023,~~covenants. ~~and~~The ~~for~~Notes ~~each~~contain ofcustomary ~~the~~affirmative ~~two-years~~and innegative ~~the~~covenants, ~~period~~including certain ~~ended~~limitations ~~December 31~~on debt, ~~2024~~liens, ~~did~~restricted ~~not~~payments, ~~contain~~asset ~~an adverse opinion or a disclaimer of opinion~~transfers, ~~nor~~changes ~~were~~in ~~they~~the ~~qualified~~business orand ~~modified~~transactions aswith toaffiliates. ~~uncertainty, audit~~The ~~scope~~Notes oralso ~~accounting~~contain ~~principles.~~standard ~~Moss~~and ~~Adams'~~customary ~~audit~~events ~~report~~of ~~on the consolidated financial statements contained an explanatory paragraph regarding a going concern uncertainty~~default.

~~During~~No ~~the~~Note ~~years~~may ~~ended~~be ~~December~~converted ~~31, 2024 and~~to ~~2023, and~~ the ~~subsequent~~extent ~~interim~~that ~~period~~such ~~through~~conversion ~~June~~would 3,cause ~~2025, there were no (~~a) ~~disagreements~~holder ~~with Moss Adams on any matter~~ of ~~accounting principles~~such orNote ~~practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved~~ to ~~Moss~~become ~~Adams’ satisfaction,~~the ~~would~~beneficial ~~have~~owner ~~caused~~of itmore tothan ~~make~~9.99% ~~reference to the subject matter~~ of the ~~disagreement~~then ~~in connection with its reports on the~~outstanding ~~Company’s~~Common ~~financial statements~~Stock, orafter ~~(b)~~giving ~~reportable~~effect ~~events requiring disclosure pursuant~~ to ~~Item~~such ~~304~~conversion (~~a)(1)(v)~~the of“Beneficial ~~Regulation~~Ownership ~~S-K~~Cap”).

~~During~~The ~~the~~Notes ~~years~~shall ~~ended~~not ~~December~~bear ~~31,~~interest except ~~2024~~that ~~and~~upon ~~2023, and~~ the ~~subsequent~~occurrence ~~interim~~and ~~period~~during ~~through~~ the ~~date~~continuance of ~~this~~an ~~Current~~event ~~Report~~of ondefault. ~~Form~~Upon ~~8-K, neither~~ the ~~Company,~~occurrence ~~nor~~and ~~anyone~~during ~~on its behalf, consulted with Baker Tilly regarding: (i) either~~ the ~~application~~continuance of ~~accounting~~an event ~~principles~~of ~~to a specified transaction~~default, ~~either completed or proposed, or~~ the ~~type~~interest ofrate ~~audit opinion that might be rendered~~ on the ~~Company’s~~Notes ~~financial~~will ~~statements;~~be or18% ~~(ii)~~per ~~any~~annum. ~~matter that~~Unless ~~was~~earlier ~~either~~converted, the ~~subject~~Notes ofwill amature ~~“disagreement,”~~on ~~as defined in Item 304(a)(1)(iv) of Regulation S-K and~~ the ~~related instructions~~twenty-four tomonth ~~that~~anniversary ~~item,~~of ortheir arespective ~~“reportable~~issuance ~~event,” as described in Item 304(a)(1)(v) of Regulation S-K~~dates.

~~The~~At ~~Company~~any ~~provided~~time ~~Moss~~after ~~Adams~~the ~~with a copy of~~issuance ~~this~~date, ~~Current~~all ~~Report~~amounts ondue ~~Form~~under ~~8-K~~the ~~prior~~Notes toare ~~its~~convertible, ~~filing~~in ~~with~~whole ~~the~~or ~~Securities~~in part, and ~~Exchange~~subject ~~Commission~~to (the ~~“Commission”)~~Beneficial ~~and~~Ownership ~~requested that~~Cap, ~~Moss~~at ~~Adams~~a ~~furnish~~conversion price ~~the~~equal ~~Company~~to ~~with~~$0.63, awhich ~~letter~~is ~~addressed~~subject to ~~the~~customary ~~Commission~~adjustments ~~stating~~upon ~~whether~~any itstock ~~agrees~~split, ~~with~~stock ~~the~~dividend, ~~above~~stock ~~statements~~combination, ~~and~~recapitalization, ifsubsequent itissuances, ~~does~~and ~~not~~other ~~agree~~events. Starting on the closing date, the ~~respects~~Notes amortize in ~~which~~installments, itand ~~does~~we ~~not~~will ~~agree.~~make Amonthly ~~copy~~payments on the first trading day of ~~Moss~~each ~~Adams’~~monthly ~~letter~~anniversary tocommencing on the ~~Commission,~~closing ~~dated~~date ~~June~~through 6the maturity date, ~~2025~~payable in cash or shares of common stock. Upon the satisfaction of certain conditions, we may prepay outstanding Notes upon not less than 20 trading days’ iswritten ~~filed~~notice asby ~~Exhibit~~paying ~~16.1~~an amount equal to ~~this~~the ~~Form~~portion ~~8-K~~of ~~and~~the isNotes ~~incorporated~~being ~~herein~~redeemed byat ~~reference~~a 115% premium.

~~Item~~Pursuant to the Securities Purchase Agreement, the Company has agreed to seek stockholder approval of the issuance of conversion shares upon the future conversion of Notes, if any, that would exceed 19.9% of the Company’s issued and outstanding Common Stock, in order to comply with the rules and regulations of NYSE American.01 ~~Financial~~In ~~Statements~~connection with the obligation to seek such stockholder approval, the Company entered into voting agreements (each, “Voting Agreement”) with certain officers and ~~Exhibits~~directors of the Company, pursuant to which each such officer and director agreed to vote shares of Common Stock held by such person in favor of such stockholder proposal.

The Notes and shares issuable upon conversion of the Notes are being offered and sold pursuant to a prospectus supplement which will be filed in connection with a “takedown” from the Company’s shelf registration statement on Form S-3 (dFile No. 333-280685) ~~Exhibits~~declared effective on August 29, 2024.

Exhibit No.	Description
16.1	Letter from Moss Adams LLP
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

The foregoing descriptions of the Securities Purchase Agreement, the Notes and the Voting Agreements are not complete and are qualified in their entirety by reference to the full text of those agreements, copies of which are included as Exhibits 10.1, 10.2 and 10.3 hereto, and incorporated by reference herein. An opinion of counsel regarding the validity of the securities being issued and sold by the Company in the transactions described in the Securities Purchase Agreement is filed as Exhibit 5.1.

~~SIGNATURES~~Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Pursuant~~The toinformation ~~the~~set ~~requirements~~forth ofunder ~~the~~Item ~~Securities~~1.01 ~~Exchange Act~~ of ~~1934, the registrant has duly caused~~ this ~~report~~Current toReport beon ~~signed~~Form 8-K onis ~~its~~hereby ~~behalf~~incorporated by ~~the~~reference ~~undersigned~~in ~~hereunto duly~~its ~~authorized~~entirety.

~~Dated:~~Item ~~June~~9.01 6,Financial ~~2025~~Statements and Exhibits.

WESTWATER RESOURCES, INC. By: /s/ Steven M. Cates Name: Steven M. Cates Title: Senior Vice President – Finance and Chief Financial Officer

Exhibit No.		Description
*5.1		Opinion of Holland & Hart LLP.
*10.1		Securities Purchase Agreement dated June 13, 2025 between Westwater Resources, Inc. and the investors party thereto.
*10.2		Form of Series A-1 Convertible Note dated June 13, 2025 between Westwater Resources, Inc. issued by Westwater Resources, Inc. to the holder.
*10.3		Form of Voting Agreement dated June 13, 2025 between Westwater Resources, Inc. and the stockholder party thereto.
23.1		Consent of Holland & Hart LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

* Filed herewith.

SIGNATURE

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 thereunto duly authorized.

	Westwater Resources, Inc.

Dated: June 13, 2025	/s/ Steven M. Cates
	Steven M. Cates
	Senior Vice President – Finance and Chief Financial Officer

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