ESS Tech, Inc. 8-K Filings

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. reported very weak operating results for the quarter ended June 30, 2026 while highlighting a strategic pivot to sodium-ion energy storage and a potential business combination. Revenue for the quarter was $73 thousand, down sharply from the prior-year period, driven by fewer equipment deliveries, and the company generated a gross loss of $7.4 million.

Total operating expenses were $7.7 million, up 19% year over year, and quarterly net loss widened to $15.6 million, or $(0.46) per share. For the first half of 2026, net cash used in operating activities was $22.4 million, with $10.8 million of cash and cash equivalents on June 30, 2026 and $5.6 million of unrestricted cash and cash equivalents as of July 31, 2026. Stockholders’ equity turned negative at $(2.7) million.

Strategically, ESS is accelerating U.S.-made sodium-ion development and reports early-stage opportunities approaching $1 billion. It signed a non-binding letter of intent for a potential strategic business combination implying a combined enterprise value of about $515 million, under which current ESS shareholders would own an estimated 5–10% of the combined company if completed. ESS also signed a letter of intent with Juniper Energy targeting deployment of 500+ MWh of sodium-ion storage, including a planned 80 MWh California project, and has repaid $37 million of a $40 million promissory note.

ESS Tech, Inc. provides an update on its liquidity, stating that as of July 31, 2026 it held approximately $5.6 million in cash, cash equivalents and short-term investments.

The company notes that its independent registered public accounting firm has not audited, reviewed or performed any procedures on these balances and does not provide any opinion or assurance. The information is furnished under a current report rather than treated as filed for certain securities law purposes.

ESS Tech, Inc. entered into an amendment to its Sales Agreement for its “at the market offering” program on July 16, 2026. The amendment updates the agreement originally dated November 13, 2025 covering sales of its common stock.

Under the revised arrangement, ESS Tech terminated the Sales Agreement with respect to BMO Capital Markets, Canaccord Genuity, Needham & Company, and Stifel, and added Roth Capital Partners as an additional sales agent. Roth also assumes the role of “qualified independent underwriter” under FINRA Rule 5121, replacing Canaccord. ESS Tech filed a corresponding amendment to its prospectus supplement related to the program and noted that Yorkville Ives and Roth or their affiliates may provide future banking and advisory services for customary fees.

ESS Tech, Inc. reported that the New York Stock Exchange plans to delist its publicly traded warrants and has already suspended their trading. On June 30, 2026, the NYSE notified the company that the Public Warrants trading under symbol GWH.W were being suspended and delisting proceedings would begin due to "abnormally low" trading price levels under Section 802.01D of the NYSE Listed Company Manual. Each fifteen Public Warrants is exercisable for one share of common stock at an exercise price of $172.50 per share. The company’s common stock, trading under symbol GWH, remains listed on the NYSE and continues trading, subject to compliance with other continued listing requirements.

ESS Tech, Inc. is accelerating development of U.S.-made sodium-ion battery energy storage systems while continuing iron flow battery work, and plans to streamline its Wilsonville operations to cut expenses and cash burn. As of May 31, 2026, it held about $13.6 million in cash, cash equivalents and short-term investments.

Updated risk factors highlight a written notice from the New York Stock Exchange that the company no longer meets the minimum share price listing standard and emphasize substantial doubt about its ability to continue as a going concern. The filing also notes early-stage sodium-ion opportunities approaching $1 billion, but stresses these are not committed orders and warns of significant technology, commercialization, supply chain and execution risks, alongside a sharp revenue decline from $6.3 million in 2024 to $1.6 million in 2025.

ESS Tech, Inc. reported a change on its board of directors. On June 12, 2026, director Rich Hossfeld resigned from the board and from the company’s Audit Committee, effective the same day. The company states that his resignation was not due to any disagreement regarding operations, policies, or practices.

Raffi Garabedian will replace Mr. Hossfeld on the Audit Committee, also effective June 12, 2026. ESS Tech expressed appreciation for Mr. Hossfeld’s years of service and contributions.

ESS Tech, Inc. reported that it received a deficiency notice from the New York Stock Exchange because its common stock failed to meet the NYSE’s minimum price standard. The NYSE cited Section 802.01C, as the 30 trading-day average closing price of ESS shares was $0.98 as of June 8, 2026, below the required $1.00 per share.

The notice does not immediately affect trading, and ESS remains listed on the NYSE during a six‑month cure period. The company plans to notify the NYSE within 10 business days of its intent to regain compliance and is evaluating options, including a potential reverse stock split, though there is no assurance it will succeed.

ESS Tech, Inc. reported the results of its 2026 annual stockholder meeting held online on May 29, 2026. Of 27,922,991 common shares outstanding as of April 6, 2026, 15,682,283 were present or represented by proxy, providing the voting base for all proposals.

Stockholders elected Class II directors Sandeep Nijhawan and Harry Quarls to serve until the 2029 annual meeting. They ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved, on an advisory basis, the compensation of named executive officers.

Investors also supported, on an advisory basis, holding future say-on-pay votes every one year. ESS Tech plans to include a say-on-pay proposal in its proxy materials each year until the next required advisory vote on voting frequency.

ESS Tech, Inc. reported first quarter 2026 results showing cost controls but still early-stage revenue. Revenue was $128 thousand for the quarter ended March 31, 2026, down from $0.6 million a year earlier as fewer systems were delivered.

Total operating expenses fell 33% to $6.7 million, mainly from lower sales, marketing, and general and administrative spending as the company redirected resources toward product development. Net loss improved to $(15.9) million, or $(0.54) per share, compared with $(18.0) million, or $(1.50) per share, in the prior-year period.

Adjusted EBITDA loss improved 31% year-over-year to $(10.3) million. Net cash used in operating activities decreased to $13.5 million. ESS ended the quarter with $15.5 million in unrestricted cash and cash equivalents and $6.0 million in short-term investments, for total liquidity of $21.5 million, supported by a $15 million registered direct equity offering.

ESS Tech, Inc. reported that director and Founding Chairman Michael Niggli has notified the company he will resign from its Board of Directors, Audit Committee, and Nominating and Corporate Governance Committee, effective as of the 2026 annual meeting of stockholders on May 29, 2026.

The company stated that Mr. Niggli’s resignation is not due to any disagreement regarding operations, policies, or practices. ESS Tech expressed gratitude for his leadership as Founding Chairman and his years of service and contributions to the company.

ESS Tech, Inc. reported very early-stage commercial revenue and ongoing heavy losses for 2025 while restructuring its business and balance sheet. For the year ended December 31, 2025, revenue was $1.6 million, reflecting limited product and service sales and reductions tied to winding down legacy contracts.

The company posted a net loss of $63.4 million, improved from a $86.2 million loss in 2024, and an Adjusted EBITDA loss of $44.3 million, a 38% year-over-year improvement. Total operating expenses fell 33% to $29.7 million as research and development, sales and marketing, and general and administrative costs were all reduced.

ESS ended 2025 with $14.5 million in cash and cash equivalents, $7.5 million in short-term investments, and working capital of about $1.0 million, down from $15.8 million a year earlier. It bolstered liquidity with a $40 million financing in October 2025, an $8.6 million at-the-market equity raise, and a $15 million registered direct offering completed in January 2026, while repaying about $28.5 million of its initial Yorkville promissory note tranche.

ESS Tech, Inc. entered a securities purchase agreement for a registered direct offering of 3,471,428 common shares and Pre-Funded Warrants for 5,100,000 additional shares, priced at $1.75 per share or $1.74999 per Pre-Funded Warrant, to raise approximately $13.5 million in net proceeds.

The company plans to use the cash for general corporate purposes and working capital. The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.00001 per share and include a beneficial ownership cap of 4.99% or, at the holder’s election, 9.99%. ESS also agreed to a 60‑day restriction on most new equity issuances.

ESS Tech, Inc. provided preliminary, unaudited 2025 results and governance changes. Cash, cash equivalents and short-term investments as of December 31, 2025 are expected to be about $22.0 million, roughly $18.5 million higher than September 30, 2025, helped by debt repayment and equity issuance.

Revenue for 2025 is expected to be about $1.6 million, down $4.7 million from 2024 as the company winds down legacy contracts while shifting to its Energy Base offering. Loss from operations is expected to be about $55.0 million, an improvement of $34.8 million versus 2024, reflecting tighter cost control. Net interest is expected to be an expense of about $5.5 million, compared with $3.6 million of net interest income in 2024, due mainly to a promissory note.

By January 28, 2026, ESS Tech had repaid about $24.4 million of the $30 million promissory note, with about $5.6 million outstanding and another $10 million tranche available until February 28, 2026. It also issued 3,799,160 shares via an at-the-market program for roughly $8.6 million in gross proceeds and has paused further ATM sales. The board expanded from seven to eight members and elected CEO Drew Buckley as a Class I director, with a term running to the 2028 annual meeting, without additional director compensation. All figures are preliminary and subject to audit.

ESS Tech, Inc. is reshaping its leadership team. The company appointed Drew Buckley, previously Head of Capital Markets Strategy, as Chief Executive Officer effective January 1, 2026. His employment terms include a $425,000 annual base salary, a $50,000 cash signing bonus, eligibility for an annual cash bonus targeted at up to 90% of base salary, and a stock option to purchase 550,000 shares of common stock that vest over time. He is also entitled to severance and equity-vesting benefits if his employment ends in certain circumstances, with enhanced benefits around a change in control.

Kelly F. Goodman, formerly Interim CEO, became Chief Strategy Officer and General Counsel, with base salary set at $360,000 and high bonus eligibility for 2025 and 2026. Kate Suhadolnik, formerly Interim Chief Financial Officer, was confirmed as permanent CFO, with a $360,000 base salary and a 2026 bonus target of up to 75% of base salary. The company states there are no related-party arrangements tied to these appointments.

ESS Tech, Inc. entered into a second amendment to its existing promissory note with YA II PN, LTD., an investment fund managed by Yorkville Advisors Global. The amendment moves the date for the second tranche payment of $10 million (less the applicable discount) from December 12, 2025 to February 28, 2026, giving more time before this financing becomes available. It also tightens a key condition: for the second tranche to be funded, the principal amount outstanding under Tranche One must now be equal to or less than $7,000,000, reduced from the prior $20,000,000 threshold. This change links access to the additional capital more closely to how much of the first tranche has been repaid or converted.

ESS Tech, Inc. (GWH) furnished an update on its operations by announcing that it issued a press release with financial results for the quarter ended September 30, 2025. The press release, dated November 13, 2025, was furnished as Exhibit 99.1 under Item 2.02 — Results of Operations and Financial Condition.

The company stated the furnished information is not deemed “filed” under Section 18 of the Exchange Act. The report was signed by Interim Chief Financial Officer Kate Suhadolnik.

ESS Tech (GWH) launched an at-the-market program, entering a Sales Agreement that permits sales of up to $75 million of common stock through Yorkville Securities, BMO Capital Markets, Canaccord Genuity, Needham & Company, and Stifel as agents or principals.

The company will pay a 3.0% commission on gross proceeds. A filed prospectus supplement under its effective Form S-3 covers the shares. Net proceeds are earmarked primarily for its October 14, 2025 Promissory Note with YA II PN, LTD: proceeds first cover any installments due within thirty days, then 80% of remaining proceeds go to scheduled installments until the note is fully repaid. The remaining 20% while the note is outstanding, and all proceeds after repayment, are for working capital and general corporate purposes. Canaccord Genuity acts as the qualified independent underwriter under FINRA Rule 5121.

ESS Tech (GWH) entered into an unsecured promissory note with Yorkville for up to $40 million in two tranches. The first tranche totals $30 million and the second $10 million, each reduced by an 8% original issue discount and fees. The note accrues interest at 3% per year, amortizes through its term, and matures on October 14, 2026. Proceeds may be used for working capital and general corporate purposes.

Access to the second tranche is conditioned on requirements including entering into a sales agreement for an at-the-market program with Yorkville Securities, LLC and having $20 million or less outstanding from the first tranche. In connection with the financing, ESS issued a warrant to Yorkville to purchase up to 1,052,104 shares at an exercise price of $9.98 per share, exercisable for five years, payable in cash or via net exercise. The warrant and underlying shares rely on private placement exemptions.

ESS Tech, Inc. (GWH) reported final results from its reconvened 2025 Annual Meeting. Stockholders elected one Class I director, ratified KPMG LLP as independent auditor for the year ending December 31, 2025, and approved an NYSE share issuance proposal.

The NYSE proposal authorizes issuance of common stock in excess of 19.99% of outstanding shares for up to $25 million of securities under a standby equity purchase agreement and up to 129,312 shares upon exercise of certain warrants. As of the record date September 16, 2025, shares outstanding were 14,740,884, and 7,667,105 shares were present or represented by proxy at the meeting.

Voting outcomes: the director nominee received 7,439,737 votes for; the auditor ratification received 7,586,982 votes for; and the NYSE share issuance proposal received 7,434,603 votes for.

ESS Tech, Inc. has set October 6, 2025 as the date for its 2025 annual meeting of stockholders. The company notes that this meeting will occur more than 25 days after the one-year anniversary of its 2024 annual meeting, so it is establishing a revised deadline for stockholder proposals.

Stockholder proposals intended for inclusion in the proxy materials under Exchange Act Rule 14a-8 must be received by the Company’s Secretary by September 8, 2025 and must comply with SEC rules and the company’s Amended and Restated Bylaws. Separately, stockholders who wish to submit proposals or director nominations for consideration at the meeting but not for inclusion in the proxy materials must also deliver notice to the Secretary by 5:00 p.m. Pacific time on September 8, 2025, in accordance with the Bylaws. The company states that any adjournment, rescheduling or postponement of the annual meeting will not restart or extend these notice periods.

ESS Tech, Inc. announced that its board appointed Jigish Trivedi, 53, as Chief Operating Officer and principal operating officer, effective August 18, 2025. He brings prior senior operations and supply chain experience from Electric Hydrogen Co., Micron Technology, and First Solar.

Under an employment agreement dated August 12, 2025, Mr. Trivedi will receive a $375,000 annual base salary, an annual target bonus of up to 75% of base salary (prorated for 2025), and 275,000 restricted stock units that vest over four years. If terminated without cause, he is entitled to six months of base salary and accelerated vesting of RSUs scheduled to vest in the following twelve months.

ESS Tech, Inc. filed a current report to note that it released its financial results for the quarter ended June 30, 2025. On August 14, 2025, the company issued a press release detailing its operating results and overall financial condition for that quarter.

The press release is furnished as Exhibit 99.1 and is not considered filed for liability purposes under the Exchange Act unless specifically incorporated into another filing. The report is signed on behalf of ESS Tech, Inc. by Interim Chief Financial Officer Kate Suhadolnik.

ESS Tech, Inc. (NYSE: GWH) filed an 8-K disclosing the immediate, non-severance termination of Chief Financial Officer Anthony Rabb on 1-Aug-2025. The company states the dismissal is not related to accounting policies, reporting practices, or internal controls. Controller Kate Suhadolnik (age 36) is elevated to interim CFO, becoming principal financial and accounting officer effective the same date. Suhadolnik joined ESS in Sept-2021, became Controller in Apr-2023, and previously spent nine years at Deloitte & Touche. Her annual salary is $220,000 with discretionary cash/stock bonus; employment remains at-will. The board has started an internal/external search for a permanent CFO. No related-party transactions, family ties, or special arrangements were reported, and she has executed the standard indemnification agreement previously filed as Ex. 10.12.

The filing contains no new financial results or guidance. Investors should monitor potential impacts on capital-raising plans and execution risk while the CFO position is interim.