ESS Tech, Inc. (GWH) SEC Filings

ESS Tech, Inc. (GWH) has filed a resale prospectus covering up to 13,120,000 shares of common stock issuable upon exercise of outstanding warrants held by existing investors and its placement agent. These include 12,800,000 Common Warrant Shares and 320,000 Placement Agent Warrant Shares, all with a $0.50 exercise price.

The company will not receive proceeds from resales, but could receive up to $6.6 million if all warrants are exercised for cash, which it currently expects to use for working capital, general corporate purposes, and about $500,000 to repay a promissory note. The warrants are not exercisable until stockholders approve their issuance and a reverse split to regain NYSE minimum price compliance. Anti-dilution and reverse-split adjustments may increase shares issuable on exercise. ESS’s auditor has highlighted recurring losses and negative operating cash flows that raise substantial doubt about its ability to continue as a going concern.

ESS Tech, Inc. (GWH) is calling a special virtual stockholder meeting on October 16, 2026 to vote on two key capital-structure proposals. The first would authorize the board, at its discretion, to implement a reverse stock split of the common stock at a ratio between 1-for-8 and 1-for-30, together with a proportional reduction in authorized common shares from 1,000,000,000 to as few as 33,333,333. This flexibility is intended to help ESS regain compliance with the NYSE’s $1.00 minimum bid requirement after receiving a non-compliance notice on June 9, 2026, and to reduce certain costs tied to a very large authorized share count.

The second proposal seeks stockholder approval under NYSE Rule 312.03(c) for the issuance of common shares upon exercise of 13,120,000 warrants issued in an August 2026 financing, where ESS sold 6,400,000 shares at $0.50 per share and granted related warrants at the same exercise price, generating approximately $2.5 million in net proceeds. These warrants include anti-dilution and reverse-split adjustment features and cannot be exercised unless stockholders approve this proposal, which could lead to additional dilution if exercised.

ESS Tech, Inc. (GWH) has filed a resale shelf registration on Form S-3 covering up to 13,120,000 shares of common stock issuable upon exercise of outstanding warrants held by existing investors and the placement agent. This consists of 12,800,000 shares underlying investor Common Warrants and 320,000 shares underlying a Placement Agent Warrant, each with an exercise price of $0.50 per share.

The company will not receive proceeds from resale of the shares, but could receive up to approximately $6.6 million in cash if all warrants are exercised for cash. About $500,000 of any such proceeds is expected to be used to repay a promissory note, with the balance for working capital and general corporate purposes. The warrants are not exercisable unless and until stockholders approve both the issuance and a reverse stock split aimed at regaining NYSE minimum price compliance.

The filing highlights potential dilution and share overhang from the registered shares, as well as price-protection and reverse-split adjustment mechanics that can increase the number of shares issuable under the warrants. ESS’s latest audited financial statements include an auditor’s paragraph indicating substantial doubt about the company’s ability to continue as a going concern.

ESS Tech, Inc. (GWH) entered into new employment agreements with Chief Financial Officer Kate Suhadolnik and Chief Strategy Officer and General Counsel Kelly F. Goodman, effective August 28, 2026, memorializing existing terms of employment without changing their titles, roles, responsibilities, or annual cash incentive bonus eligibility.

Each executive will receive a base salary of $380,000. If employment ends under specified qualifying terminations during the Change in Control protective period (from one month before to twelve months after a Change in Control), the affected executive is entitled to: (i) a cash payment equal to 12 months of base salary, (ii) payment of 12 months of COBRA continuation premiums for the executive and covered dependents, and (iii) full acceleration of then-unvested, outstanding equity awards. The agreements also include customary confidentiality, non-solicitation, and non-competition covenants, and will be filed as exhibits to the Form 10-Q for the quarter ending September 30, 2026.

ESS Tech, Inc. (GWH) reported that its Chief Financial Officer, Kate Eileen Suhadolnik, executed a sale of 3,927 shares of common stock on 2026-08-21 at an average price of $0.4022 per share. According to the disclosure, these shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units (RSUs). After this transaction, she directly holds 156,830 shares of ESS Tech common stock, a portion of which are RSUs representing a contingent right to receive shares.

ESS Tech, Inc. (GWH) insider Kelly F. Goodman, Chief Strategy Officer and General Counsel, reported a sale of 5,400 shares of Common Stock on 2026-08-21 at $0.4022 per share. The shares were sold to cover tax withholding obligations related to vesting restricted stock units, and 205,220 shares remain held directly, including RSUs that each represent a contingent right to one share of Common Stock.

ESS Tech, Inc. (GWH) entered into definitive agreements for a capital raise combining a registered direct offering and a concurrent private placement. The company sold 6,400,000 shares of common stock at $0.50 per share and issued 12,800,000 common stock purchase warrants with a $0.50 exercise price, generating expected gross proceeds of $3.2 million and net proceeds of about $2.5 million.

The warrants are unregistered, will become exercisable only after stockholders approve both the warrant issuance under NYSE rules and a reverse stock split, and will remain exercisable for five years after that approval. ESS plans to use the proceeds for general corporate purposes, working capital and to repay about $1.5 million under a promissory note with YA II PN, Ltd. The deal was led by Roth Capital Partners, which received a 7% cash fee and a warrant for 320,000 shares. ESS agreed to a 90-day issuance restriction and 90‑day lock-ups for directors and executive officers, and adopted warrant beneficial ownership limits of 4.99% or 9.99% to cap any holder’s post‑exercise ownership.

ESS Tech, Inc. (GWH) is conducting a primary offering of 6,400,000 shares of common stock at $0.50 per share, for gross proceeds of $3.2 million. After a 7.0% placement fee and expenses, ESS expects net proceeds of about $2.5 million.

In a concurrent private placement, ESS will issue unregistered warrants for up to 12,800,000 shares to investors and 320,000 warrants to the placement agent, all with a $0.50 exercise price and five‑year terms starting after required stockholder approval. ESS plans to use proceeds for general corporate purposes, working capital, and to repay about $1.5 million on an outstanding promissory note.

Risk disclosures highlight substantial going concern doubt, significant dilution (about $0.55 per share to new investors), heavy reliance on additional capital, and multiple NYSE listing deficiencies that could result in delisting and reduced liquidity if not cured.

ESS Tech, Inc. received an amended Schedule 13G filing (Amendment No. 2) reporting that Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh collectively beneficially own 1,400,000 shares of ESS Tech common stock. This represents 4.76% of the outstanding common shares. The reporting persons have shared voting and shared dispositive power over all 1,400,000 shares and no sole voting or dispositive power. The filing also indicates that the group now holds 5 percent or less of the class.