Sec Form 13G Filing - Lincoln Park Capital Fund LLC filing for WESTWATER RESOURCES INC. (WWR) - 2019-06-07

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

104,294

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.50%

TYPE OF REPORTING PERSON

IN

SCHEDULE 13G

Item 1.

Westwater Resources, Inc., a Delaware corporation (“Issuer”)

6950 South Potomac Street, Suite 300

Centennial, Colorado 80112

Item 2.  

Lincoln Park Capital Fund, LLC (“LPC Fund”)

Lincoln Park Capital, LLC (“LPC”)

Rockledge Capital Corporation (“RCC”)

Joshua B. Scheinfeld (“Mr. Scheinfeld”)

Alex Noah Investors, Inc. (“Alex Noah”)

Jonathan I. Cope (“Mr. Cope” and, collectively with LPC Fund, LPC, RCC, Mr. Scheinfeld and Alex Noah, the “Reporting Persons”)

The address of the principal business office of each of the Reporting Persons is:

440 North Wells, Suite 410

Chicago, Illinois 60654

LPC Fund is an Illinois limited liability company

LPC is an Illinois limited liability company

RCC is a Texas corporation

Mr. Scheinfeld is a United States citizen

SCHEDULE 13G

Alex Noah is an Illinois corporation

Mr. Cope is a United States citizen

Common Stock, $0.001 par value (“Common Stock”)

961684206

Item 3.  

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution ________________

SCHEDULE 13G

As of June 7, 2019, LPC Fund beneficially owns, directly, the following securities of the Issuer, all of which were purchased by LPC Fund directly from the Issuer on May 30, 2019 in the May 2019 Private Placement: (i) 104,294 shares of Common Stock, all of which shares are currently outstanding, and (ii) warrants to purchase up to 182,515 shares of Common Stock, none of which shares are currently outstanding. Pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, as of June 7, 2019, LPC Fund does not beneficially own the 182,515 shares of Common Stock underlying the warrants purchased by LPC Fund in the May 2019 Private Placement, because such warrants are not exercisable until the Initial Exercise Date of November 30, 2019 and, therefore, none of the shares of Common Stock underlying the warrants may be acquired by LPC Fund within 60 days of June 7, 2019. After the Initial Exercise Date, the warrants may be exercised for a period of five years thereafter, at an exercise price of $5.062 per share (subject to adjustment as provided in the warrants), subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the warrants to the extent such issuance would cause the warrant holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock. The warrants include a customary “cashless” exercise provision, which may be used to acquire underlying shares of Common Stock if at the time of exercise an effective registration statement registering the resale of such shares under the Securities Act is not available to the warrant holder.

SCHEDULE 13G

LPC is the Managing Member of LPC Fund.  RCC and Alex Noah are the Managing Members of LPC.  Mr. Scheinfeld is the president and sole shareholder of RCC, as well as a principal of LPC.  Mr. Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing, Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the shares of Common Stock of the Issuer held directly by LPC Fund.

Pursuant to Section 13(d) of the Act and the rules thereunder, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer beneficially owned directly by LPC Fund.

Pursuant to Rule 13d-4 of the Act, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope disclaims beneficial ownership of the shares of Common Stock of the Issuer held directly by LPC Fund.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not applicable.

Not applicable.

Not applicable.

SCHEDULE 13G

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SCHEDULE 13G

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  June 7, 2019

LIST OF EXHIBITS