Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTWATER RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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75-2212772
(I.R.S. Employer
Identification No.)
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6950 South Potomac Street, Suite 300
Centennial, Colorado 80112
(Address of Principal Executive Offices) (Zip Code)
Employment Inducement Incentive Award Plan
(Full title of the plan)
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Name, Address and Telephone
Number of Agent for Service:
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Jeffrey L Vigil
Vice President and Chief Financial Officer
Westwater Resources, Inc.
6950 South Potomac Street, Suite 300
Centennial, Colorado 80112
(303) 531-0516
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer |
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Accelerated filer |
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| Non-accelerated
filer |
¨ (Do
not check if a smaller reporting company) |
Smaller reporting company |
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Emerging
growth company |
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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 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Westwater Resources, Inc. (the “Company”) prepared this
Registration Statement in accordance with the requirements of Form
S-8 under the Securities Act of 1933, as amended (the “Securities
Act”), to register an aggregate of 250,000 shares of
the Company’s common stock which may be issued pursuant to the
Employment Inducement Incentive Award Plan (the “Inducement Plan”).
The documents containing the information specified in Part I of
this Registration Statement will be sent or given to participants
in the Inducement Plan, as specified by Rule 428(b)(1) promulgated
under the Securities Act. Such documents need not be filed with the
Securities and Exchange Commission (the “Commission”), either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 promulgated under the
Securities Act. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirement of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have previously been filed by the
Company with the Commission under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), are incorporated herein by
reference:
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The
Company’s Current Reports on Form 8-K, filed with the
SEC on February 25, 2022, April 12, 2022, April 19, 2022, May 11, 2022, and May 13, 2022 (File No.
001-33404), each as amended (excluding any information furnished
pursuant to Item 7.01 of any such Current Report on Form 8-K);
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The
description of the Company’s common stock contained in its Form 8-A filed on March 8, 2021
(File No. 001-33404), including any amendments or
reports filed for the purpose of updating the
description. |
In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
(excluding any information furnished pursuant to Item 2.02 or Item
7.01 on any Current Report on Form 8-K) prior to the filing of a
post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any
subsequently filed document that also is or is deemed to be
incorporated by reference herein, as the case may be, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Section 102 of the General Corporation Law of the State of Delaware
permits a corporation to eliminate the personal liability of
directors of a corporation to the corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a director,
except where the director breached his duty of loyalty, failed to
act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained
an improper personal benefit. The Registrant’s certificate of
incorporation provides that no director of the Registrant shall be
personally liable to it or its stockholders for monetary damages
for any breach of fiduciary duty as director, notwithstanding any
provision of law imposing such liability, except to the extent that
the General Corporation Law of the State of Delaware prohibits the
elimination or limitation of liability of directors for breaches of
fiduciary duty.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director,
officer, employee, or agent of the corporation and certain other
persons serving at the request of the corporation in related
capacities against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlements actually and reasonably
incurred by the person in connection with an action, suit or
proceeding to which he is or is threatened to be made a party by
reason of such position, if such person acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful, except that, in the case of actions brought by or in the
right of the corporation, no indemnification shall be made with
respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or other adjudicating
court determines that, despite the adjudication of liability but in
view of all of the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
The Registrant’s certificate of incorporation provides that the
Registrant will indemnify each person who was or is a party or
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in
the right of the Registrant) by reason of the fact that he or she
is or was, or has agreed to become, a director or officer of the
Registrant, or is or was serving, or has agreed to serve, at the
Registrant’s request as a director, officer, partner, employee or
trustee of, or in a similar capacity with, another corporation,
partnership, joint venture, trust or other enterprise (all such
persons being referred to as an “Indemnitee”), or by reason of any
action alleged to have been taken or omitted in such capacity,
against all expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in
connection with such action, suit or proceeding and any appeal
therefrom, if such Indemnitee acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the
Registrant’s best interests, and, with respect to any criminal
action or proceeding, he or she had no reasonable cause to believe
his or her conduct was unlawful. The Registrant’s certificate of
incorporation provides that the Registrant will indemnify any
Indemnitee who was or is a party to an action or suit by or in the
right of the Registrant to procure a judgment in the Registrant’s
favor by reason of the fact that the Indemnitee is or was, or has
agreed to become, a director or officer of the Registrant, or is or
was serving, or has agreed to serve, at the Registrant’s request as
a director, officer, partner, employee or trustee or, or in a
similar capacity with, another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action
alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys’ fees) and, to the extent permitted
by law, amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding, and any appeal
therefrom, if the Indemnitee acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best
interests of the Registrant, except that no indemnification shall
be made with respect to any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Registrant,
unless a court determines that, despite such adjudication but in
view of all of the circumstances, he or she is entitled to
indemnification of such expenses. Notwithstanding the foregoing, to
the extent that any Indemnitee has been successful, on the merits
or otherwise, he or she will be indemnified by the Registrant
against all expenses (including attorneys’ fees) actually and
reasonably incurred in connection therewith. Expenses must be
advanced to an Indemnitee under certain circumstances.
The Registrant maintains a general liability insurance policy that
covers certain liabilities of the Registrant’s directors and
officers arising out of claims based on acts or omissions in their
capacities as directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
(a) The Company 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 a 20 percent 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of 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.
(b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the
Company’s annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the
Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the 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 Company of
expenses incurred or paid by a director, officer or controlling
person of the Company 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
Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Centennial,
Colorado, on this 13th day of May, 2022.
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WESTWATER
RESOURCES, INC. |
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By: |
/s/ Chad M. Potter |
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Chad
M. Potter |
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President
and Chief Executive Officer |
POWER OF ATTORNEY
We the undersigned officers and directors of Westwater Resources,
Inc., hereby, severally constitute and appoint Chad M. Potter,
Jeffrey L. Vigil and John W. Lawrence, each of them singly, our
true and lawful attorneys with full power to them and each of them
singly, to sign for us and in our names in the capacities indicated
below, the registration statement on Form S-8 filed herewith and
any and all pre-effective and post-effective amendments to said
registration statement and any subsequent registration statement
for the same offering which may be filed under Rule 462(b) and
generally to do all such things in our names and on our behalf in
our capacities as officers and directors to enable Westwater
Resources, Inc. to comply with the provisions of the Securities Act
of 1933, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto or to any
subsequent registration statement for the same offering which may
be filed under Rule 462(b).
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 |
Date |
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| /s/
Chad M. Potter |
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President,
Chief Executive Officer |
May 13,
2022 |
| Chad M. Potter |
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and
Director (Principal Executive Officer) |
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| /s/
Jeffrey L. Vigil |
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Chief
Financial Officer and Treasurer |
May 13, 2022 |
| Jeffrey
L. Vigil |
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(Principal
Financial Officer) |
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| /s/
Steven M. Cates |
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Chief
Accounting Officer and Controller |
May 13, 2022 |
| Steven
M. Cates |
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(Principal
Accounting Officer) |
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| /s/
Terence J. Cryan |
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Executive
Chairman of the Board and Director |
May 13, 2022 |
| Terence
J. Cryan |
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| /s/
Tracy D. Pagliara |
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Director |
May 13, 2022 |
| Tracy
D. Pagliara |
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/s/
Karli S. Anderson |
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Director |
May 13, 2022 |
| Karli
S. Anderson |
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| /s/
Deborah A. Peacock |
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Director |
May 13, 2022 |
| Deborah
A. Peacock |
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Westwater Resources (AMEX:WWR)
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Westwater Resources (AMEX:WWR)
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