ESS Tech, Inc. SEC Filings

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. is conducting a primary offering of 3,471,428 shares of common stock and Pre-Funded Warrants to purchase up to 5,100,000 additional shares. Gross proceeds are approximately $14.999 million, with estimated net proceeds of about $13.5 million, earmarked for working capital and general corporate purposes. Assuming full exercise of the Pre-Funded Warrants, common shares outstanding are expected to rise to 31,948,431, meaning meaningful dilution for existing holders. ESS reports preliminary 2025 revenue of about $1.6 million, a decline of $4.7 million from 2024, but expects a smaller operating loss of roughly $55.0 million, an improvement of $34.8 million. Cash, cash equivalents and short-term investments are expected to be around $22.0 million as of December 31, 2025, helped by prior equity sales and partial repayment of a $30 million promissory note, with $5.6 million remaining outstanding. The company’s auditor has raised substantial doubt about ESS’s ability to continue as a going concern, and ESS has received NYSE notices for not meeting market capitalization and equity listing standards, creating added listing and financing risk.

ESS Tech reported a new stock option grant to its CEO and director, Drew P. Buckley. On January 28, 2026, he received options to purchase 550,000 shares of common stock at an exercise price of $1.68 per share, held as direct ownership.

These options expire on January 28, 2036. According to the vesting schedule, 25% of the shares will vest on February 20, 2027, and the remaining shares will vest in 1/16 increments each quarter, as long as he continues as a service provider through each vesting date.

ESS Tech, Inc. CEO and director Buckley Drew P filed an initial ownership report showing a stock option covering 50,000 shares of common stock with a $2 exercise price. This option is held directly.

According to the vesting terms, 40% of the option vested on October 9, 2025. The remaining shares vest in three equal monthly installments beginning on November 30, 2025. No other non-derivative or derivative holdings are listed.

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. is registering up to 1,181,416 shares of common stock for resale by existing holders. These shares are issuable from warrants granted in two financings: 129,312 Bridge Financing Warrant Shares with a $3.48 exercise price and 1,052,104 Promissory Note Warrant Shares with a $9.98 exercise price. ESS is not selling shares itself and will not receive proceeds from stockholder resales, but could receive up to about $11.0 million in cash if all warrants are exercised, which it plans to use for working capital and general corporate purposes. Shares outstanding were 19,617,070 as of October 31, 2025, or 20,927,798 assuming full warrant exercise.

ESS develops long-duration iron flow batteries using earth-abundant materials for grid and commercial energy storage. The company highlights significant risks, including substantial doubt about its ability to continue as a going concern, with $3.5 million in cash and cash equivalents as of September 30, 2025, and a prior NYSE notice that its market capitalization and stockholders’ equity fell below listing standards, raising potential delisting consequences.

ESS Tech, Inc. is launching an at-the-market offering of up to $75,000,000 of common stock through Yorkville Securities, BMO, Canaccord, Needham and Stifel as sales agents or principals. Shares may be sold from time to time on the NYSE, where ESS trades under the symbol GWH, with the agents earning a 3.0% commission on gross proceeds.

ESS intends to use the vast majority of net proceeds to make installment payments under a Promissory Note of up to $40 million held by YA II PN, LTD., with at least 80% of proceeds directed to this note until it is repaid; remaining funds will go to working capital and general corporate purposes. Because Yorkville Securities is affiliated with YA II, the deal is a FINRA Rule 5121 “conflict of interest” offering, with Canaccord acting as qualified independent underwriter.

ESS highlights substantial dilution risk, using an example at an assumed $4.13 sale price, and discloses a going concern warning, noting $3.5 million in cash and cash equivalents as of September 30, 2025 and recurring losses.

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.