0001819438False00018194382024-11-132024-11-130001819438wk:CommonStock0.0001ParValuePerShareMember2024-11-132024-11-130001819438wk:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.50Member2024-11-132024-11-13

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): November 13, 2024
ESS TECH, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware001-3952598-1550150
(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:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $0.0001 par value per shareGWHThe New York Stock Exchange
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50GWH.WThe 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) 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 2.02    Results of Operations and Financial Condition.
On November 13, 2024, ESS Tech, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01    Financial Statements and Exhibits
(d) Exhibits
Exhibit
No.
 
99.1
104Cover 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: November 13, 2024
ESS TECH, INC.
By:/s/ Anthony Rabb
Name:Anthony Rabb
Title:Chief Financial Officer


Exhibit 99.1
esslogo.jpg
ESS Tech, Inc. Announces Third Quarter 2024 Financial Results
Installed and Commissioned Second Energy Center

WILSONVILLE, Ore. – November 13, 2024 – ESS Tech, Inc. (“ESS,” “ESS, Inc.” or the “Company”) (NYSE: GWH), a leading manufacturer of long-duration energy storage systems (LDES) for commercial and utility-scale applications, today announced financial results for its third quarter ended September 30, 2024.
“The core investment thesis for ESS remains as strong as ever – we have a massive and important emerging market opportunity in front of us, a top tier, forward-thinking customer base, and a differentiated, IP-protected, scalable technology tailor made to serve them. We continue to make strong progress on our key operational initiatives, but have faced challenges that have delayed our revenue ramp. Our Australian partner has had great success signing contracts with major utilities and securing funding to build a factory to help meet the high demand for long-duration energy storage in Queensland. However, delays in completion of this funding affected our ability to ship and recognize revenue in Q3 for units that were already built. We are receiving payments and are shipping units now so we are optimistic we will get this over the finish line in the fourth quarter and that, coupled with EC product shipments, should lead to $9 to $11 million in revenue for the year, leading to meaningful year-on-year growth,” said Eric Dresselhuys, CEO of ESS. “On the operational side, our first Energy Center for Portland General Electric has been operating with high reliability and availability and we successfully built and are testing our second EC product on the same site. We’ve been gleaning valuable insights from these units – from build to test to operation – to further improve our processes and design as we prepare for the ramp of our EC products. Optimized for larger scale deployments to meet the needs of the broader utility industry, our EC products can provide double the capacity of our Energy Warehouses with the same footprint. We continue to aggressively execute on our cost reduction activities as we scale our operations, efficiently manage our resources and drive to profitability.”
Recent Business Highlights
On November 1, ESS executed the credit agreement with the Export-Import Bank of the United States, or EXIM, for the first $20 million tranche of the $50 million funding package previously announced, becoming the first energy storage manufacturer to be supported by the Make More in America Initiative of EXIM. This funding is long-term, low interest, and non-dilutive capital to finance expanding manufacturing capacity. For further details, see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 5, 2024.
We have built and installed the second Energy Center for Portland General Electric and are now in testing. Final hand-off to PGE is expected in Q4. We've started building and expect to start shipping our first commercial EC products in the fourth quarter of 2024.
On August 23, 2024, ESS executed a 1-for-15 reverse split, following a listing notice from the NYSE received in March, bringing the Company back into compliance with the listing requirements and enabling continued operations as a publicly-listed company.
Conference Call Details
ESS will hold a conference call on Wednesday, November 13, 2024 at 5:00 p.m. EST to discuss financial results for its third quarter ended September 30, 2024. Interested parties may join the conference call beginning at 5:00 p.m.



EST on Wednesday, November 13, 2024 via telephone by calling (833) 470-1428 in the U.S., or for international callers, by calling +1 (404) 975-4839 and entering conference ID 385282. A telephone replay will be available until November 20, 2024, by dialing (866) 813-9403 in the U.S., or for international callers, +1 (929) 458-6194 with conference ID 356245. A live webcast of the conference call will be available on ESS’ Investor Relations website at http://investors.essinc.com/.
A replay of the call will be available via the web at http://investors.essinc.com/.
About ESS, Inc.
ESS Inc. (NYSE: GWH) is the 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.
Use of Non-GAAP Financial Measures
In this press release and the accompanying earnings call, the Company includes Non-GAAP Operating Expenses and Adjusted EBITDA, which are non-GAAP performance measures that the Company uses to supplement its results presented in accordance with U.S. GAAP. As required by the rules of the SEC, the Company has provided herein a reconciliation of the non-GAAP financial measures contained in this press release and the accompanying earnings call to the most directly comparable measures under GAAP. The Company’s management believes Non-GAAP Operating Expenses and Adjusted EBITDA are useful in evaluating its operating performance and are similar measures reported by publicly-listed U.S. companies, and regularly used by securities analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. By providing these non-GAAP measures, the Company’s management intends to provide investors with a meaningful, consistent comparison of the Company’s profitability for the periods presented. Adjusted EBITDA is not intended to be a substitute for net income/loss or any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. Further, Non-GAAP Operating Expenses are not intended to be a substitute for GAAP Operating Expenses or any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
The Company defines and calculates Non-GAAP Gross Margin as sales price less direct labor, direct materials, and other direct costs and includes the benefits of the 45X Advanced Manufacturing Production Tax Credit. The Company defines and calculates Non-GAAP Operating Expenses as GAAP Operating Expenses adjusted for stock-based compensation and other special items determined by management as they are not indicative of business operations. The Company defines and calculates Adjusted EBITDA as net loss before interest, other non-operating expense or income, (benefit) provision for income taxes, and depreciation and amortization, and further adjusted for stock-based compensation and other special items determined by management, including, but not limited to, fair value adjustments for certain financial liabilities associated with debt and equity transactions as they are not indicative of business operations.
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”, “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 Company’s manufacturing plans, the Company’s order and sales pipeline, the Company’s ability to execute on orders, the Company’s ability to effectively manage costs, the Company’s relationship with its Australian partner and the development and commercialization of the EC product. 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, continuing supply chain issues; delays, disruptions, or quality control problems in the Company’s manufacturing operations; the Company’s ability to hire, train and retain an adequate number of manufacturing employees; issues related to the shipment and installation of the Company’s products; issues related to customer acceptance of the Company’s products; issues related to the Company’s partnerships with third parties; inflationary pressures; risk of loss of government funding for customer projects; issues related to raising additional capital; and the Company’s need to achieve significant cost reductions and business growth to achieve sustained, long-term profitability. 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.
Contacts
Investors:
Erik Bylin
investors@essinc.com
Media:
Morgan Pitts
503.568.0755
Morgan.Pitts@essinc.com

Source: ESS Tech, Inc.




ESS Tech, Inc.
Condensed Statements of Operations and Comprehensive Loss
(unaudited)
(in thousands, except share and per share data)
 
Three Months Ended September 30,
Nine Months Ended September 30,
 2024202320242023
Revenue:
Revenue$355 $1,544 $2,911 $4,741 
Revenue - related parties534 $
Total revenue359 1,545 3,445 $4,744 
Cost of revenue12,741 10,183 35,615 10,183 
Gross profit (loss)(12,382)(8,638)(32,170)(5,439)
Operating expenses
Research and development2,684 1,609 9,066 38,790 
Sales and marketing2,529 2,056 7,274 5,648 
General and administrative6,087 5,831 17,791 16,963 
Total operating expenses11,300 9,496 34,131 61,401 
Loss from operations(23,682)(18,134)(66,301)(66,840)
Other income, net
Interest income, net807 1,155 3,097 3,737 
Gain on revaluation of common stock warrant liabilities343 344 459 917 
Other income, net39 17 738 
Total other income, net1,189 1,516 3,558 5,392 
Net loss and comprehensive loss to common stockholders$(22,493)$(16,618)$(62,743)$(61,448)
Net loss per share - basic and diluted$(1.90)$(1.59)$(5.35)$(5.93)
Weighted-average shares used in per share calculation - basic and diluted11,814,580 10,471,738 11,722,378 10,358,503 



ESS Tech, Inc.
Condensed Balance Sheets
(unaudited)
(in thousands, except share data)
 September 30, 2024 December 31, 2023
Assets 
Current assets: 
Cash and cash equivalents$12,822  $20,165 
Restricted cash, current906  1,373 
Accounts receivable, net413 1,990 
Short-term investments42,292 87,899 
Inventory7,037 3,366 
Prepaid expenses and other current assets5,084  3,305 
Total current assets68,554  118,098 
Property and equipment, net19,857  16,266 
Intangible assets, net4,723 4,923 
Operating lease right-of-use assets1,853 2,167 
Restricted cash, non-current947  945 
Other non-current assets763 833 
Total assets$96,697  $143,232 
Liabilities and stockholders' equity 
Current liabilities: 
Accounts payable$10,937  $2,755 
Accrued and other current liabilities10,178  10,755 
Accrued product warranties3,298 2,129 
Operating lease liabilities, current1,631 1,581 
Deferred revenue, current6,034 2,546 
Total current liabilities32,078  19,766 
Operating lease liabilities, non-current451 957 
Deferred revenue, non-current— 3,835 
Deferred revenue, non-current - related parties14,400 14,400 
Common stock warrant liabilities458 917 
Other non-current liabilities109  — 
Total liabilities47,496  39,875 
Stockholders' equity: 
Preferred stock ($0.0001 par value; 200,000,000 shares authorized, none issued and outstanding as of September 30, 2024 and December 31, 2023)
—  — 
Common stock ($0.0001 par value; 1,000,000,000 shares authorized, 11,882,581 and 11,614,127 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)
 
Additional paid-in capital808,100  799,513 
Accumulated deficit(758,900) (696,157)
Total stockholders' equity49,201  103,357 
Total liabilities and stockholders' equity$96,697  $143,232 



ESS Tech, Inc.
Condensed Statements of Cash Flows
(unaudited)
(in thousands)
Nine Months Ended September 30,
20242023
Cash flows from operating activities:
Net loss$(62,743)$(61,448)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization3,302 3,187 
Non-cash interest income(2,094)(2,438)
Non-cash lease expense1,000916 
Stock-based compensation expense8,538 7,673 
Inventory write-down and losses on noncancellable purchase commitments5,170 11,422 
Change in fair value of common stock warrant liabilities(459)(917)
Other non-cash (income) expenses, net311 (34)
Changes in operating assets and liabilities:
Accounts receivable, net1,352 3,874 
Inventory(9,768)(13,132)
Prepaid expenses and other assets(1,709)3,701 
Accounts payable5,671 275 
Accrued and other liabilities(219)(4,305)
Accrued product warranties1,169 993 
Deferred revenue(122)12,532 
Operating lease liabilities(1,142)(1,050)
Net cash used in operating activities(51,743)(38,751)
Cash flows from investing activities:
Purchases of property and equipment(3,823)(4,209)
Maturities and purchases of short-term investments, net47,709 20,208 
Net cash provided by investing activities43,886 15,999 
Cash flows from financing activities:
Proceeds from issuance of common stock and common stock warrants, net of issuance costs— 27,132 
Payments on notes payable— (1,733)
Proceeds from stock options exercised80 236 
Proceeds from contributions to Employee Stock Purchase Plan214 332 
Repurchase of shares from employees for income tax withholding purposes(245)(165)
Other, net— (214)
Net cash provided by financing activities49 25,588 
Net change in cash, cash equivalents and restricted cash(7,808)2,836 
Cash, cash equivalents and restricted cash, beginning of period22,483 36,655 
Cash, cash equivalents and restricted cash, end of period$14,675 $39,491 





ESS Tech, Inc.
Condensed Statements of Cash Flows (continued)
(unaudited)
(in thousands)
Nine Months Ended September 30,
20242023
Supplemental disclosures of cash flow information:
Cash paid for operating leases included in cash used in operating activities$1,306 $1,246 
Non-cash investing and financing transactions:
Purchase of property and equipment included in accounts payable and accrued and other current liabilities2,844 747 
Adjustment to right-of-use assets from lease modification686 — 
Common stock warrants issued for the acquisition of intangible assets— 4,990 
Transfers between inventory and property and equipment, net1,051 — 
Cash and cash equivalents$12,822 $37,173 
Restricted cash, current906 1,373 
Restricted cash, non-current947 945 
Total cash, cash equivalents and restricted cash shown in the condensed statements of cash flows$14,675 $39,491 



ESS Tech, Inc.
Reconciliation of GAAP to Non-GAAP Operating Expenses
(unaudited)
(in thousands)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Research and development$2,684 $1,609 $9,066 $38,790 
Less: stock-based compensation(614)(278)(1,923)(2,401)
Non-GAAP research and development$2,070 $1,331 $7,143 $36,389 
Sales and marketing$2,529 2,056 $7,274 $5,648 
Less: stock-based compensation(209)(211)(467)(526)
Non-GAAP sales and marketing$2,320 $1,845 $6,807 $5,122 
General and administrative$6,087 $5,831 $17,791 $16,963 
Less: stock-based compensation(1,306)(1,522)(4,280)(3,868)
Non-GAAP general and administrative$4,781 $4,309 $13,511 $13,095 
Total operating expenses$11,300 $9,496 $34,131 $61,401 
Less: stock-based compensation(2,129)(2,011)(6,670)(6,795)
Non-GAAP total operating expenses$9,171 $7,485 $27,461 $54,606 



ESS Tech, Inc.
Reconciliation of GAAP Net Loss to Adjusted EBITDA
(unaudited)
(in thousands)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net loss$(22,493)$(16,618)$(62,743)$(61,448)
Interest income, net(807)(1,155)(3,097)(3,737)
Stock-based compensation2,658 2,889 8,538 7,673 
Depreciation and amortization781 1,082 3,302 3,187 
Gain on revaluation of common stock warrant liabilities(343)(344)(459)(917)
Environmental, Health & Safety compliance estimate390 — 390 — 
Financing costs983 — 983 — 
Other income, net(39)(17)(2)(738)
Adjusted EBITDA$(18,870)$(14,163)$(53,088)$(55,980)


v3.24.3
Cover
Nov. 13, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 13, 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
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 whole warrant exercisable for one share of common stock at an exercise price of $11.50
Trading Symbol GWH.W
Security Exchange Name NYSE

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