UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019or ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from                   to  Commission file number 001-33404 WESTWATER RESOURCES, INC. (Exact name of Registrant as specified in its charter) DELAWARE75-2212772(State of Incorporation)(I.R.S. Employer Identification No.)   6950 S. Potomac Street, Suite 300Centennial, Colorado80112(Address of principal executive offices)(Zip code)  (303) 531-0516 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading symbolName of each exchange on which registeredCommon Stock, par value $0.001 per shareWWRNasdaq Capital Market  Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YesxNoo Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YesxNoo Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated fileroAccelerated fileroNon-accelerated filerxSmaller reporting companyxEmerging growth companyo  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.o Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox The aggregate market value of the Common Stock held by non-affiliates of the Registrant at June 30, 2019 was approximately $9,691,198. Number of shares of Common Stock, $0.001 par value, outstanding as of February 14, 2020 was 4,160,723 shares.  1


Explanatory Note  This Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Annual Report on Form 10-K for the year ended December 31, 2019 filed by Westwater Resources, Inc. (the “Company”) on February 14, 2020 (the “Original Annual Report”) corrects the following errors in the Original Annual Report:  Part I, Item 1A “Risk Factors”: Under the Risk Factor entitled, “If we are unable to raise additional capital, our business may fail and holders of our securities may lose their entire investment.” the amount raised through February 14, 2020 is $10.7 million instead of $9.2 million as presented in the Original Annual Report;  Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”: The 2018 General and Administrative Expense line item is $7,009 instead of $7,357 as presented in the Original Annual Report, and the change in arbitration costs incurred during 2019 compared to 2018 were $1.0 million instead of $1.4 million as presented in the Original Annual Report; and  Part III, Item 11 “Executive Compensation”: Deleted and replaced the 2019 Outstanding Equity Awards at Fiscal Year End table in its entirety to include options granted in July 2018, subject to stockholder approval, and approved by stockholders at the Annual Meeting of Stockholders held on April 18, 2019.  In addition, currently dated certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Because no financial statements are contained within this Amendment, the Company is not filing currently dated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Except as described above, the remainder of the Original Annual Report is unchanged, and this Amendment does not reflect any event occurring after the date of the Original Annual Report.  PART I  ITEM 1A.  RISK FACTORS  The following risk factor in Part I, Item 1A of the Original Annual Report is hereby amended and restated in its entirety as follows:  If we are unable to raise additional capital, our business may fail and holders of our securities may lose their entire investment.  We had approximately $1.9 million in cash at December 31, 2019 and have raised approximately $10.7 million through February 14, 2020 from sales under our Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. and PA with Lincoln Park and receipt of the purchase price from URC pursuant to the asset purchase agreement. On average, WWR expended approximately $0.9 million of cash per month during 2019, which is expected to continue during 2020. However, the Company has taken measures to reduce general and administrative costs going forward and has reduced activity in Texas while preserving regulatory compliance. There can be no assurance that WWR will be able to obtain additional capital after it exhausts its current cash. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities would likely result in substantial dilution to existing holders of our securities. If we borrow money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility.  If additional capital is not available in sufficient amounts or on a timely basis, WWR will experience liquidity problems, and WWR could face the need to significantly curtail current operations, change our planned business strategies and pursue other remedial measures. Any curtailment of business operations would have a material negative effect on operating results, the value of our outstanding stock is likely to fall, and our business may fail, causing holders of our securities to lose their entire investment.  2    PART II  ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  The following section in Part II, Item 7 of the Original Annual Report is hereby amended and restated in its entirety as follows:  RESULTS OF OPERATIONS Summary Our consolidated net loss for the years ended December 31, 2019 and 2018 was $10.6 million and $35.7 million or $5.31 and $38.47 per share, respectively.  The principal components of these year-over-year changes are as follows:  For the year ended December 31,20192018(thousands of dollars)Mineral property expenses$(2,852)$(3,538)General and administrative(6,086)(7,009)Arbitration costs(1,378)(348)Acquisition related costs—(333)Impairment of uranium properties(143)(23,712)Other operating expenses(463)(1,109)Non-operating income357365Total$(10,565)$(35,684)  3   Mineral property expenses Mineral property expenses for the year ended December 31, 2019 were $2.9 million, as compared with $3.5 million for the year ended December 31, 2018. The following table details our mineral property expenses for the years ended December 31, 2019 and 2018. For the years ended December 31,20192018(thousands of dollars)Restoration/Recovery expensesRosita project$(8)$315Vasquez project35220Total restoration/recovery expenses27535Standby care and maintenance expensesKingsville Dome project559639Rosita project378376Vasquez project367319Temrezli project—116Total standby care and maintenance expenses1,3041,450Exploration and evaluation costsCoosa Project168108Other Projects—4Land maintenance and holding costs1,3531,441Total mineral property expenses$2,852$3,538  For the year ended December 31, 2019, mineral property expenses decreased by approximately $0.7 million as compared with the corresponding period in 2018. The decrease was primarily due to a reduction in reclamation activities at the Vasquez and Rosita Projects due to adverse weather conditions in the first half of 2019 and a reduction in operating activities at the Temrezli Project due to the revocation of the mining licenses by the government of Turkey in June 2018. General and administrative expenses Significant expenditures for general and administrative expenses for the years ended December 31, 2019 and 2018 were: For the year ended December 31,20192018(thousands of dollars)Stock compensation expense$98$332Salaries and payroll burden2,3892,775Legal, accounting, public company expenses2,4602,346Insurance and bank fees495522Consulting and professional services96227Office expenses373397Sales and marketing44254Other expenses131156Total$6,086$7,009  4    General and administrative expenses decreased by approximately $0.9 million as compared with the corresponding period in 2018. The decrease was primarily due to the reversal of executive bonus accruals of $0.4 million, a decrease in stock compensation expense of $0.2 million, a decrease in consulting expenses of $0.1 million and sales and marketing expenses of $0.2 million, primarily related to the Alabama Graphite activities in 2018. Arbitration Costs During 2019, we incurred arbitration related legal and expert consulting costs of $1.38 million associated with the Request for Arbitration against the Republic of Turkey filed with ICSID in December 2018. For further reference, see discussion above at Part I, Item 3 and in the Recent Developments section of this Part II, Item 7.  The increase of $1.03 million over the $0.35 million cost incurred in 2018 was due to the increased activity preparing the Company’s Memorial which was filed with ICSID on January 27, 2020. Impairment of uranium properties During 2019 and 2018, we recorded impairments of $0.1 million and $23.7 million, respectively, to reduce the carrying value of certain uranium properties. 2019 impairments were made solely to plant and equipment at the Kingsville Dome facility in South Texas. The significant impairment charges in 2018 were comprised of an $18.0 million impairment charge related to the Company’s Temrezli Project in Turkey and a $5.7 million impairment charge against certain of its uranium plant and equipment located in South Texas that had been designated to be utilized in the Temrezli Project.  With the taking of the Temrezli licenses by the Republic of Turkey and with no immediate alternative operating plan for these assets, the estimated sales value of such plant and equipment is the best determinate of fair value.  Accordingly, the impairment charge adjusts the carrying value of the plant and equipment to its estimated net realizable sales value. Non-operating income and expenses The Company netted $0.3 million in non-operating income for both twelve-month periods ended December 31, 2019 and 2018.  Significant activity during 2019 included the $0.7 million gain on sale of uranium assets to URC in August 2019, a $0.7 million loss recorded from sale of marketable securities and a decrease in interest income of $0.4 million due to a lower principal balance outstanding on the promissory note in 2019. FINANCIAL POSITION Operating Activities Net cash used in operating activities was $10.0 million for the year ended December 31, 2019, as compared with $11.6 million for the same period in 2018. The $1.6 million decrease in cash used was primarily due to the following: a decrease of $0.7 million of mineral property expenses; a decrease of $0.9 million in general and administrative expenses; an increase of $1.0 million in arbitration related costs in 2019; and an increase in cash from working capital items of $1.3 million.  5   PART III ITEM 11. EXECUTIVE COMPENSATION  The following section in Part III, Item 11 of the Original Annual Report is hereby amended and restated in its entirety as follows:  2019 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2019 for the NEOs. The table also shows unvested and unearned stock awards and RSUs assuming a market value of $2.11 a share, the closing market price of the Company’s stock on December 31, 2019.  Option AwardsStock AwardsEquityEquityIncentiveIncentivePlanPlan Awards:Awards:Market orNumber ofPayoutUnearnedValue ofNumber ofNumber ofShares,UnearnedSecuritiesSecuritiesUnits orShares,UnderlyingUnderlyingOtherUnits or OtherUnexercisedUnexercisedOptionRightsRights ThatVestingOptionsOptionsExerciseOptionThat HaveHaveCommencement(#)(#)PriceExpirationNot VestedNot VestedNameDateExercisableUnexercisable($)Date(#)($)Christopher M. Jones3/12/201392—32.763/12/2023——7/19/20183,829—19.257/19/2028——4/18/20199,520—19.254/18/2029——Jeffrey L. Vigil7/19/20181,392—19.257/19/2028——4/18/20193,462—19.254/18/2029——Dain A. McCoig4/1/20104—87.604/1/2020——7/19/20181,276—19.257/19/2028——4/18/20193,171—19.254/18/2029——  PART IV ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ExhibitNumberDescription32.1Certifications of Chief Executive Officer Pursuant to 18 U.S.C. Section 135032.2Certifications of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350  6   SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: February 28, 2020 WESTWATER RESOURCES, INC.By:/s/ Christopher M. JonesChristopher M. Jones,President and Chief Executive Officer