ESS Tech (NYSE: GWH) sells new shares at $0.50, seeks reverse split vote
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Filing Explained
The offering closed August 21, 2026; 12.8 million warrant shares remain conditional on stockholder approval, adding potential dilution beyond the 6.4 million shares issued.
As a Form 8-K, this filing reports a material financing: ESS disclosed that the registered direct shares and related warrants were issued, and that the offering closed on
The transaction leaves
The warrants are unregistered; if no effective resale registration statement is available when exercised, the filing permits cashless exercise. The placement agent's warrant for up to
At
Sources and calculations
- ESS Tech, Inc. Form 8-K (2026-08-21)
- Form 8-K purpose
- Dilution
- ESS Tech, Inc. second-quarter 2026 fundamentals (2026Q2)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $10,848,000 / ($8,943,000 / 90) = [object Object]
8-K Event Classification
4 items: 1.01, 3.02, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Shares sold in Registered Direct Offering: 6,400,000 shares of common stock
Common Warrants issued: 12,800,000 warrants
Offering price: $0.50 per share
+5 more
8 metrics
Shares sold in Registered Direct Offering
6,400,000 shares of common stock
Issued at $0.50 per share in registered direct offering
Common Warrants issued
12,800,000 warrants
Concurrent private placement, $0.50 exercise price
Offering price
$0.50 per share
Price per share in registered direct offering
Aggregate gross proceeds
$3.2 million
Expected gross proceeds before fees and expenses
Expected net proceeds
approximately $2.5 million
After placement agent fees and other offering expenses
Debt repayment from proceeds
approximately $1.5 million
To repay amount owing under promissory note with YA II PN, Ltd.
Placement agent cash fee
7% of gross proceeds
Fee paid to Roth Capital Partners at closing
Placement Agent Warrant size
320,000 shares
Warrant equal to 5% of shares issued in offering
Key Terms
registered direct offering, concurrent private placement, Form S-3, beneficial ownership limitation, +2 more
6 terms
registered direct offering financial
"entered into a securities purchase agreement ... in a registered direct offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
concurrent private placement financial
"issued to the Purchasers, in a concurrent private placement"
A concurrent private placement is a sale of a company’s shares or bonds directly to a select group of investors that happens at the same time as another financing action or offering. Think of it as quietly selling a block of tickets to a few people while a larger ticket drive is underway; it raises cash quickly but can change ownership proportions, dilute existing shareholders and affect share price, so investors watch it as a sign of funding needs and potential value shifts.
Form S-3 regulatory
"shelf registration statement on Form S-3 (File No. 333-291506)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
beneficial ownership limitation financial
"may not exercise any portion ... to the extent that, upon such exercise, the holder would own more than 4.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
lock-up agreements financial
"directors and executive officers also entered into lock-up agreements"
A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.
Regulation D regulatory
"issued in reliance upon the exemption from registration pursuant to Section 4(a)(2) ... and Regulation D"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Offering Details
secondary
Offering
Offering Type
secondary
Price Range
$0.50 per share and per accompanying warrant
Use of Proceeds
General corporate purposes, working capital, and repayment of approximately $1.5 million under a promissory note with YA II PN, Ltd.
FAQ
What capital raise did ESS Tech, Inc. (GWH) announce in this 8-K?
ESS entered into a registered direct offering and concurrent private placement, selling 6.4 million shares of common stock at $0.50 per share and issuing 12.8 million warrants with a $0.50 exercise price, for expected gross proceeds of $3.2 million.
How much cash will ESS Tech (GWH) net from the offering and how will it be used?
ESS expects net proceeds of approximately $2.5 million, after fees and expenses. It intends to use the funds for general corporate purposes, working capital and to repay about $1.5 million outstanding under a promissory note with YA II PN, Ltd..
What are the main terms of the new ESS Tech (GWH) warrants?
ESS issued 12,800,000 common warrants at an exercise price of $0.50 per share. They become exercisable only after stockholder approval and remain exercisable for five years from that approval date, with 4.99%/9.99% beneficial ownership limits per holder.
What compensation does the placement agent receive in ESS Tech’s (GWH) offering?
Roth Capital Partners receives a 7% cash fee on the gross proceeds and a warrant for up to 320,000 shares of common stock, equal to 5% of the shares sold. ESS also agreed to reimburse up to $75,000 of its out-of-pocket expenses.
Are ESS Tech’s (GWH) new warrants and placement agent warrant registered with the SEC?
No. The common warrants and placement agent warrant, and the shares issuable upon their exercise, were issued as unregistered “Private Securities” in reliance on Section 4(a)(2) and Regulation D and may only be resold pursuant to registration or an exemption.
What lock-up and issuance restrictions apply after ESS Tech’s (GWH) offering?
For 90 days after closing, ESS agreed not to issue or agree to issue most new equity or equity-linked securities, or file new registration statements, subject to exceptions. Directors and executive officers also signed 90-day lock-up agreements restricting sales and similar transactions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): August 20, 2026
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||
(855 ) 423-9920
(Registrant’s telephone number, including area code)
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:
| 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 | ||||||||||||
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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 1.01 Entry into a Material Definitive Agreement
On August 20, 2026, ESS Tech, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors identified on the signature pages thereto (the “Purchasers”) pursuant to which the Company agreed to issue and sell in a registered direct offering registered under the Securities Act of 1933, as amended (the “Securities Act”), an aggregate of 6,400,000 shares (the “Shares”) of the Company’s common stock (“Common Stock”), at an offering price of $0.50 per Share (the “Registered Direct Offering”). Additionally, pursuant to the Purchase Agreement, the Company issued to the Purchasers, in a concurrent private placement (the “Concurrent Private Placement” and, together with the Registered Direct Offering, the “Offering”), common stock purchase warrants (the “Common Warrants”) to purchase two (2) shares of Common Stock for each Share purchased in the Registered Direct Offering for an aggregate of 12,800,000 shares of Common Stock. The Common Warrants will be exercisable, following the receipt of Stockholder Approval (as defined below), for a period of five (5) years from the date the Company obtains Stockholder Approval. The exercise price of the Common Warrants is $0.50 per share. The Offering closed on August 21, 2026.
The net proceeds of the Offering are expected to be approximately $2.5 million, after deducting placement agent fees and expenses and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate purposes, working capital and to repay approximately $1.5 million owing under its promissory note, dated October 14, 2025, with YA II PN, Ltd.
In connection with the Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Roth Capital Partners, LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the Company’s exclusive placement agent in connection with the Offering. As compensation for the services provided by the Placement Agent in connection with the Offering, the Company paid the Placement Agent a cash fee of 7% of the gross proceeds received by the Company from the sale of the securities at the closing and issued to the Placement Agent a common stock purchase warrant (the “Placement Agent Warrant”) to purchase up to 320,000 shares of Common Stock, which is equivalent to 5% of the number of Shares issued in the Registered Direct Offering. The Placement Agent Warrant (i) is not exercisable until the later of (a) six months after the issuance date of the Placement Agent Warrant and (b) the date the Company obtains Stockholder Approval, and (ii) will expire on August 21, 2031, but is otherwise identical in all material respects to the Common Warrants. The Company also agreed to reimburse the Placement Agent for certain of its out-of-pocket expenses incurred in connection with its services as placement agent in an amount not to exceed $75,000 in the aggregate.
The Shares were offered by the Company pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291506) declared effective by the Securities and Exchange Commission (the “SEC”) on December 11, 2025 and the related prospectus supplement.
Pursuant to the Purchase Agreement, the Company agreed to hold a meeting of its stockholders no later than 60 days following the closing of the Offering to seek the stockholder approvals required for (i) the issuance of the Common Warrants and the shares of Common Stock issuable upon their exercise under the applicable rules of the New York Stock Exchange and (ii) an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s outstanding shares of Common Stock (the “Stockholder Approval”). If such approval is not obtained at such meeting, the Company agreed to call a stockholder meeting to seek approval every 60 days thereafter until it is obtained. The Common Warrants will not be exercisable unless and until Stockholder Approval is obtained.
Pursuant to the Purchase Agreement, the Company agreed that for a period of ninety (90) days after the closing date, the Company will not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) or (ii) file any registration statement or any amendment or supplement thereto, in each case subject to certain limited exceptions. The Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. In connection with the Offering, the Company’s directors and executive officers also entered into lock-up agreements with the Company (the “Lock-up Agreements”), pursuant to which such directors and officers will not be permitted to, for a period of 90 days after the closing (the “Restriction Period”), offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition at any time, including in the future (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such directors and officers or their affiliates), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to, any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by such directors and officers, including, without limitation, by entering into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of
shares of Common Stock or such other securities convertible, exchangeable or exercisable into, shares of Common Stock, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise, nor will the directors and officers make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock or any other securities of the Company or publicly disclose the intention to do any of the foregoing actions in this paragraph, during the Restriction Period. The Lock-up Agreements provide for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members. Each Common Warrant will be exercisable beginning on the date the Company obtains Stockholder Approval and will expire five (5) years from the date the Company obtains Stockholder Approval. The exercise price and number of shares of Common Stock issuable upon exercise of the Common Warrants are subject to appropriate adjustment in the event of stock dividends, stock splits, recapitalizations, reclassifications or similar events affecting the Common Stock. If, at the time a holder exercises its Common Warrants, a registration statement registering the resale of the shares underlying the Common Warrants is not then effective or available for such resale, the holder may exercise its Common Warrants on a cashless basis. Subject to limited exceptions, a holder of Common Warrants (together with its affiliates) may not exercise any portion of such holder’s Common Warrants to the extent that, upon such exercise, the holder would own more than 4.99% (or 9.99% at the holder’s election) of the Common Stock then outstanding immediately after such exercise. At the holder’s option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 9.99% of the shares of Common Stock then outstanding, provided that any such increase shall become effective upon 61 days’ prior notice to the Company. There is no public market for the Common Warrants, and the Company does not intend to apply for a listing of the Common Warrants on the NYSE or any other national securities exchange or nationally recognized trading system. The foregoing descriptions of the Placement Agency Agreement, Placement Agent Warrant, Common Warrants, the Purchase Agreement and Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the forms thereof, which are attached as Exhibits 1.1, 4.1, 4.2, 10.1 and Exhibit B to the Purchase Agreement (attached as Exhibit 10.1), respectively, hereto and incorporated by reference herein. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the form of Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the transactions. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. The legal opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the legality of the issuance and sale of the securities in the Registered Direct Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Concurrent Private Placement and the Placement Agency Agreement described in Item 1.01 above, which description is incorporated into this Item 3.02 by reference, the Common Warrants and the Placement Agent Warrant (including the Common Stock issuable upon exercise of the Common Warrants and the Placement Agent Warrant) (collectively, the “Private Securities”) were issued in reliance upon the exemption from registration pursuant to Section 4(a)(2) under the Securities Act and Regulation D under the Securities Act, and corresponding provisions of state securities or “blue sky” laws. The sale of the Private Securities did not involve a public offering and was made without general solicitation or general advertising. Accordingly, the Private Securities have not been registered under the Securities Act or any state securities laws and such securities may not be offered or sold in the United States absent registration, or an exemption from registration, under the Securities Act and any applicable state securities laws.
Item 8.01 Other Events.
On August 20, 2026, the Company issued a press release announcing that it had priced the Offering and Concurrent Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On August 21, 2026, the Company issued a press release announcing that it had closed the Offering and Concurrent Private Placement. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any of the securities described herein or any other securities of the Company.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | ||||
| 1.1 | Placement Agency Agreement, dated as of August 20, 2026, by and between ESS Tech, Inc. and Roth Capital Partners, LLC | ||||
| 4.1 | Form of Placement Agent Warrant | ||||
| 4.2 | Form of Common Warrant | ||||
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati P.C. | ||||
| 10.1 | Form of Securities Purchase Agreement, dated August 20, 2026 | ||||
| 23.1 | Consent of Wilson Sonsini Goodrich & Rosati P.C. (included in Exhibit 5.1) | ||||
| 99.1 | Press Release dated August 20, 2026 | ||||
| 99.2 | Press Release dated August 21, 2026 | ||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | ||||
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements, including statements regarding the Company and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “will” and “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Examples of forward-looking statements include, among others, statements regarding the expected use of the net proceeds and the receipt of stockholder approval for the warrants. These forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company and involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, which include, but are not limited to, the receipt of stockholder approval for the warrants, general economic and market conditions as well as geopolitical developments and other risks and uncertainties described more fully in the section titled “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed on August 11, 2026, and the Company’s other filings with the SEC. Except as required by law, the Company is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
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, hereunto duly authorized.
Dated: August 21, 2026
| ESS TECH, INC. | |||||
| By: | /s/ Kate Suhadolnik | ||||
| Name: | Kate Suhadolnik | ||||
| Title: | Chief Financial Officer | ||||
ESS Tech, Inc. Announces $3.2 Million Registered Direct Offering and Concurrent Private Placement
WILSONVILLE, OR, – AUGUST 20, 2026 – ESS Tech, Inc. (NYSE: GWH) (the “Company”), a leading provider of safer, non-lithium energy storage solutions, today announced that it has entered into definitive agreements in a registered direct offering with institutional investors for the purchase and sale of 6.4 million shares of common stock at a price of $0.50 per share of common stock. In addition, in a concurrent private placement, the Company will issue to investors warrants to purchase up to 12,800,000 shares of common stock. The warrants have an exercise price of $0.50 per share and will become exercisable immediately following the date of stockholder approval and expire on the fifth anniversary of the issuance date of the warrant. The registered direct offering of common stock and the concurrent private placement of warrants are collectively referred to as the offering herein.
The offering consists of the sale of 6.4 million shares of common stock. The public offering price per share and accompanying warrant is $0.50.
Aggregate gross proceeds to the Company are expected to be approximately $3.2 million, before deducting placement agent fees and other offering expenses payable by the Company. The transaction is expected to close on or about August 21, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.
Roth Capital Partners is acting as exclusive placement agent for the offering. Wilson Sonsini Goodrich & Rosati, P.C. is acting as counsel to the Company. Pryor Cashman LLP is acting as counsel to Roth Capital Partners, LLC.
The registered direct offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-291506) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on December 11, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed registered direct offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Roth Capital Partners, LLC, Attention: Equity Capital Markets, 888 San Clemente Drive, Newport Beach, CA 92660, or by calling (949) 720-5700 or emailing rothecm@roth.com.
Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer of securities pursuant to the registered direct offering will be made only by means of the prospectus supplement and the accompanying prospectus forming a part of the effective registration statement.
The securities sold in the concurrent private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy such securities, nor shall there be any offer, solicitation, or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About ESS Tech, Inc.
ESS (NYSE: GWH) is the leading provider of non-lithium energy storage solutions. ESS was established in 2011 with a mission to accelerate decarbonization safely and sustainably through longer lasting energy storage. Using easy-to-source materials, ESS solutions enable energy security, reliability and resilience. We build flexible storage solutions that allow our customers to meet increasing energy demand without power disruptions and maximize the value potential of excess energy. For more information visit www.essinc.com.
Forward-Looking Statements
This communication contains certain forward-looking statements, including statements regarding ESS and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Examples of forward-looking statements include, among others, statements regarding the timing of the closing of the offering, the receipt of regulatory and stockholder approval for the warrants, the expected gross proceeds and the expected use of the net proceeds. These forward-looking statements are based on ESS’ current expectations and beliefs concerning future developments and their potential effects on ESS. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. There can be no assurance that the future developments affecting ESS will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond ESS’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, which include, but are not limited to, whether or not ESS will be able to raise capital through the sale of securities or consummate the offering; the final terms of the offering; the satisfaction of customary closing conditions; the receipt of stockholder approval for the warrants; prevailing market conditions; general economic and market conditions as well as geopolitical developments; and other risks and uncertainties described more fully in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 5, 2026, subsequent Quarterly Reports on Form 10-Q, subsequent Current Reports on Form 8-K and the
Company’s other filings with the U.S. Securities and Exchange Commission. Except as required by law, ESS is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Company
investors@essinc.com
investors@essinc.com
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
GWH@mzgroup.us
www.mzgroup.us
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
GWH@mzgroup.us
www.mzgroup.us
Media
Brad Dore
VP, Marketing
ESS, Inc.
brad.dore@essinc.com
916-207-7355
ESS Tech, Inc. Announces $3.2 Million Registered Direct Offering and Concurrent Private Placement
WILSONVILLE, OR, – AUGUST 20, 2026 – ESS Tech, Inc. (NYSE: GWH) (the “Company”), a leading provider of safer, non-lithium energy storage solutions, today announced that it has entered into definitive agreements in a registered direct offering with institutional investors for the purchase and sale of 6.4 million shares of common stock at a price of $0.50 per share of common stock. In addition, in a concurrent private placement, the Company will issue to investors warrants to purchase up to 12,800,000 shares of common stock. The warrants have an exercise price of $0.50 per share and will become exercisable immediately following the date of stockholder approval and expire on the fifth anniversary of the issuance date of the warrant. The registered direct offering of common stock and the concurrent private placement of warrants are collectively referred to as the offering herein.
The offering consists of the sale of 6.4 million shares of common stock. The public offering price per share and accompanying warrant is $0.50.
Aggregate gross proceeds to the Company are expected to be approximately $3.2 million, before deducting placement agent fees and other offering expenses payable by the Company. The transaction is expected to close on or about August 21, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.
Roth Capital Partners is acting as exclusive placement agent for the offering. Wilson Sonsini Goodrich & Rosati, P.C. is acting as counsel to the Company. Pryor Cashman LLP is acting as counsel to Roth Capital Partners, LLC.
The registered direct offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-291506) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on December 11, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed registered direct offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Roth Capital Partners, LLC, Attention: Equity Capital Markets, 888 San Clemente Drive, Newport Beach, CA 92660, or by calling (949) 720-5700 or emailing rothecm@roth.com.
Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer of securities pursuant to the registered direct offering will be made only by means of the prospectus supplement and the accompanying prospectus forming a part of the effective registration statement.
The securities sold in the concurrent private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy such securities, nor shall there be any offer, solicitation, or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About ESS Tech, Inc.
ESS (NYSE: GWH) is the leading provider of non-lithium energy storage solutions. ESS was established in 2011 with a mission to accelerate decarbonization safely and sustainably through longer lasting energy storage. Using easy-to-source materials, ESS solutions enable energy security, reliability and resilience. We build flexible storage solutions that allow our customers to meet increasing energy demand without power disruptions and maximize the value potential of excess energy. For more information visit www.essinc.com.
Forward-Looking Statements
This communication contains certain forward-looking statements, including statements regarding ESS and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Examples of forward-looking statements include, among others, statements regarding the timing of the closing of the offering, the receipt of regulatory and stockholder approval for the warrants, the expected gross proceeds and the expected use of the net proceeds. These forward-looking statements are based on ESS’ current expectations and beliefs concerning future developments and their potential effects on ESS. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. There can be no assurance that the future developments affecting ESS will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond ESS’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, which include, but are not limited to, whether or not ESS will be able to raise capital through the sale of securities or consummate the offering; the final terms of the offering; the satisfaction of customary closing conditions; the receipt of stockholder approval for the warrants; prevailing market conditions; general economic and market conditions as well as geopolitical developments; and other risks and uncertainties described more fully in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 5, 2026, subsequent Quarterly Reports on Form 10-Q, subsequent Current Reports on Form 8-K and the
Company’s other filings with the U.S. Securities and Exchange Commission. Except as required by law, ESS is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Company
investors@essinc.com
investors@essinc.com
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
GWH@mzgroup.us
www.mzgroup.us
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
GWH@mzgroup.us
www.mzgroup.us
Media
Brad Dore
VP, Marketing
ESS, Inc.
brad.dore@essinc.com
916-207-7355