Form 8-K - Current report

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 23, 2024

ESS TECH, INC.

(Exact name of registrant as specified in charter)

Delaware

001-39525

98-1550150

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)


26440 SW Parkway Ave., Bldg. 83 Wilsonville, Oregon						97070
(Address of principal executive offices)						(Zip code)

(855) 423-9920

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

GWH

The New York Stock Exchange

Warrants, each fifteen warrants exercisable for one share of common stock at an exercise price of $172.50

GWH.W

The New York Stock Exchange

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 3.03 Material Modification to Rights of Security Holders

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 23, 2024, at a Special Meeting of Stockholders (the “Special Meeting”), the stockholders of ESS Tech, Inc. (the “Company”) authorized and approved proposed amendments to the Company’s certificate of incorporation to effect, at the discretion of the Company’s board of directors (the “Board”), a reverse stock split of all of the shares of the Company’s common stock that are issued and outstanding or held in treasury at a ratio of 1-for-8, 1-for-10, 1-for-12, 1-for-15, 1-for-20 or 1-for-25 and reduce the total number of authorized shares of common stock from 2,000,000,000 to 1,000,000,000 (the “Reverse Stock Split Proposal”). Additional information about the stockholder vote is provided under Item 5.07 below. On August 23, 2024, following the Special Meeting, the Board approved the reverse stock split at a ratio of 1-for-15 (the “Reverse Stock Split”).

On August 23, the Company filed a certificate of amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective as of 4:01 p.m., Eastern Time, on August 23, 2024 (the “Effective Time”). The Company’s common stock is expected to begin trading on a reverse-split-adjusted basis on the New York Stock Exchange (“NYSE”) as of the open of trading on August 26, 2024 under the existing ticker symbol “GHW”. The CUSIP number for the Company’s common stock will change to 26916J 205 following the Reverse Stock Split. The public warrants will continue to trade under the ticker symbol “GWH.W” and the CUSIP number for the Company’s publicly traded warrants will not change.

As of the Effective Time, every 15 shares of the Company’s common stock outstanding or held in treasury were combined into one share of common stock outstanding or held in treasury. The total number of authorized shares of common stock was reduced from 2,000,000,000 to 1,000,000,000. The par value of the Company’s common stock remained unchanged at $0.0001 per share. No scrip or fractional shares will be issued if, as a result of the Reverse Stock Split, a registered stockholder is otherwise entitled to a fractional share. Instead, any fractional shares of common stock that would otherwise be issuable as a result of the Reverse Stock Split will be paid out in cash, with reference to the closing price of the common stock as reported on NYSE on the trading day immediately preceding the Effective Time (as adjusted to give effect to the Reverse Stock Split), without interest.

As of the Effective Time, proportional adjustments to reflect the Reverse Stock Split were also made to the number of shares of common stock issuable upon the exercise of the Company’s stock options, the number of shares issuable pursuant to outstanding restricted stock units, the number of shares authorized and reserved for issuance pursuant to the Company’s equity compensation plans and the number of shares issuable upon exercise of the Company’s warrants to purchase common stock. The exercise prices of outstanding stock options, warrants, and equity awards were also proportionately adjusted, as applicable.

The Company’s transfer agent, Computershare Inc., is serving as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-reverse-split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-reverse-split shares or, if applicable, cash payment in lieu of any fractional share interest. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to each brokers’ particular processes, and are encouraged to contact the banks, brokers or nominees of such brokerage accounts regarding any questions.

The information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a)

The Special Meeting was held on August 23, 2024 exclusively online via live webcast. At the Special Meeting, the Company’s stockholders approved the Reverse Stock Split Proposal. The proposal is described in detail in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on August 8, 2024.

(b)

Proposal 1: Reverse Stock Split

The preliminary results of the Special Meeting indicate a quorum was met and that the Company’s stockholders approved the Reverse Stock Split Proposal. The Company will file an amendment to this Current Report on Form 8-K to disclose the

final voting results after receiving the final certified report from the Inspector of Election. The table below sets forth the preliminary voting results for this proposal:


Votes For	Votes Against	Abstentions
104,436,833	1,488,798	286,190

There were no broker non-votes with respect to this proposal.

Item 7.01 Regulation FD Disclosure

On August 23, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

Item 8.01 Other Events

The information set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.01.

The Company has registration statements on Form S-3 (File Nos. 333-263316, 333-260693, 333-268138 and 333-275552) and registration statements on Form S-8 (File Nos. 333-261649, 333-263281, 333-270211 and 333-276988) on file with the Securities and Exchange Commission (“SEC”). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report on Form 8‑K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.						Description
3.1						Certificate of Amendment to Certificate of Incorporation of ESS Tech, Inc.
99.1						Press Release dated August 23, 2024
104						Cover page interactive data file

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 23, 2024


ESS TECH, INC.

By:			/s/ Anthony Rabb
Name:			Anthony Rabb
Title:			Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

ESS TECH, INC.

ESS Tech, Inc., a Delaware corporation (the “Company”), hereby certifies as follows:

1. The name of the Company is ESS Tech, Inc. and the Company was first formed on July 21, 2020, under the laws of the Cayman Islands, under the name “ACON S2 Acquisition Corp.”

2. The Company filed a certificate of domestication on October 8, 2021 pursuant to which it domesticated as a Delaware corporation and changed its name to “ESS Tech, Inc.”

3. The terms and provisions of this Certificate of Amendment (this “Certificate of Amendment”) of the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), have been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) by the Board of Directors of the Company (the “Board”) and by the stockholders of the Company. This Certificate of Amendment hereby amends the Certificate of Incorporation as set forth below.

4. Section 1 of Article IV of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

“Section 1. Effective immediately upon the filing and effectiveness of the Certificate of Amendment to the Certificate of Incorporation adding this paragraph (the “Reverse Stock Split Effective Time”), each 15 shares of Common Stock (as defined below), that were issued and outstanding or held in treasury as of immediately prior to the Reverse Stock Split Effective Time shall be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any further action by the Company or any holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The Reverse Stock Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for Common Stock, in each case in accordance with the terms thereof. No fractional shares shall be issued upon the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash in lieu of such fractional share interests, in an amount equal to the product obtained by multiplying (a) the fraction of one share owned by the stockholder by (b) the closing stock price on the New York Stock Exchange (or, if the Common Stock is no longer trading on the New York Stock Exchange, on the principal trading market therefor) of the Common Stock on the trading day immediately preceding the Reverse Stock Split Effective Time (as adjusted to give effect to the Reverse Stock Split), without interest. Each certificate that immediately prior to the Reverse Stock Split Effective Time represented shares of Common Stock (the “Old Certificates”) shall, until surrendered to the Company in exchange for a certificate representing such new number of shares of Common Stock, automatically represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

This Company is authorized to issue two classes of stock, to be designated, respectively, Common Stock and Preferred Stock. The total number of shares of stock that the Company shall have authority to issue is 1,200,000,000 shares, of which 1,000,000,000 shares are Common Stock, $0.0001 par value per share (the “Common Stock”), and (b) 200,000,000 shares are Preferred Stock, $0.0001 par value per share (the “Preferred Stock”).”

5. This Certificate of Amendment shall become effective on August 23, 2024 at 4:01 p.m. Eastern Time.

[signature page follows]

IN WITNESS WHEREOF, this Certificate of Amendment of Certificate of Incorporation has been duly executed by an authorized officer of the Company on August 23, 2024.

ESS TECH, INC.

/s/ Anthony Rabb

Anthony Rabb

Chief Financial Officer

Exhibit 99.1

ESS Tech, Inc. Announces Reverse Stock Split

August 23, 2024

WILSONVILLE, Ore. -- ESS Tech, Inc. (“ESS,” “ESS Inc.”) (NYSE:GWH), a leading manufacturer of long-duration energy storage systems (LDES) for commercial and utility-scale applications, today announced that it will effect a 1-for-15 reverse stock split of ESS’ issued and outstanding common stock, par value $0.0001 per share.

The reverse stock split was approved by ESS’ shareholders at a special meeting held on August 23, 2024, with the final ratio determined by ESS’ Board of Directors from several ratios authorized by the shareholders. The reverse stock split is primarily intended to increase ESS’ per share trading price and bring ESS into compliance with the New York Stock Exchange’s listing requirement regarding minimum share price.

The 1-for-15 reverse stock split became effective as of 4:01 p.m. Eastern Time on August 23, 2024 and ESS anticipates that its common stock will open for trading on the New York Stock Exchange on a post-split basis on August 26, 2024 under ESS’ existing trading symbol “GWH”. The new CUSIP number for the common stock following the reverse stock split will be 26916J205. ESS’ publicly traded warrants will continue to be traded under the symbol “GWH.WS” and the CUSIP identifier for the public warrants will remain unchanged.

At the time of the reverse stock split, every 15 shares of common stock issued and outstanding were combined into 1 share of common stock issued and outstanding, with no change to the par value of $0.0001 per share. This reduced the number of shares of common stock issued and outstanding from approximately 178,049,920 to approximately 11,869,995. The total authorized number of shares of common stock was reduced from 2,000,000,000 to 1,000,000,000.

No fractional shares will be issued in connection with the reverse stock split. Each stockholder who would otherwise be entitled to receive a fraction of a share of common stock will be entitled to receive cash. All outstanding options, warrants, restricted stock units, and similar securities entitling their holders to receive or purchase shares of common stock will be adjusted as a result of the reverse stock split, as required by the terms of each security, and the number of shares of common stock available for issuance under ESS’ equity incentive plans will be adjusted in accordance with the terms of each plan.

Prior to the reverse stock split, ESS has outstanding publicly issued warrants listed on the New York Stock Exchange to purchase a total of 11,461,227 shares of common stock, with each whole warrant being exercisable to purchase 1 share of common stock at $11.50 per share. After giving effect to the reverse stock split, every 15 shares of common stock that may be purchased pursuant to the exercise of public warrants now represent 1 share of common stock that may be purchased pursuant to such warrants. Accordingly, for ESS’ warrants trading under the symbol “GWH.WS”, every 15 warrants will be exercisable for 1 share of common stock at an exercise price of $172.50 per share of common stock.

The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest in ESS, except for adjustments that may result from the treatment of fractional shares.

About ESS Inc.

ESS Inc. (NYSE: GWH) is a leading manufacturer of long-duration iron flow 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 iron, salt, and water, ESS iron flow technology enables 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

ESS cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding the effects of the reverse stock split, including the expected payment of cash in lieu of fractional shares, and the anticipated timing of the commencement of trading of the common stock on a split-adjusted basis. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause outcomes to be materially different from any outcomes expressed or implied by the forward-looking statements, including but not limited to the risk that the reverse stock split may impact ESS’ results of operations, business operations and reputation with or ability to serve its stockholders and/or customers, and the trading prices and volatility of the common stock; the reverse stock split may not be adequate to cure compliance with Section 802.01C of the NYSE Listed Company Manual or that ESS may otherwise fail to meet the NYSE’s continued listing standards, and other factors, risks and uncertainties included in ESS’ other filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and ESS undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

Contacts

Investors:

Erik Bylin
investors@essinc.com

Media:

Morgan Pitts
503.568.0755
morgan.pitts@essinc.com

Source: ESS, Inc.

-2-

Cover	Aug. 23, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 23, 2024
Entity Registrant Name	ESS TECH, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39525
Entity Tax Identification Number	98-1550150
Entity Address, Address Line One	26440 SW Parkway Ave.
Entity Address, Address Line Two	Bldg. 83
Entity Address, City or Town	Wilsonville
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97070
City Area Code	(855)
Local Phone Number	423-9920
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001819438
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Common Stock 0.0001 Par Value Per Share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	GWH
Security Exchange Name	NYSE
Warrants Each Whole Warrant Exercisable For One Share Of Common Stock At An Exercise Price Of 11.50
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each fifteen warrants exercisable for one share of common stock at an exercise price of $172.50
Trading Symbol	GWH.W
Security Exchange Name	NYSE