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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 9, 2026, ESS Tech, Inc. (the “Company”) received a written notice (the “Notice”) from the New York Stock Exchange (“NYSE”) indicating that the Company did not satisfy the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”), as the average closing price of the Company’s common stock was less than $1.00 per share over a consecutiv…
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.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Director On April 10, 2026, Michael Niggli notified ESS Tech, Inc. (the “Company”) that he is resigning from the Company’s Board of Directors (the “Board”), Audit Committee and Nominating and Corporate Governance Committee, effective as of the date of the Company’s 2026 annual meeting of stockholders to be held on May 29, 2026. The r…
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.
Entry into a Material Definitive Agreement On January 29, 2026, ESS Tech, Inc. (the “Company”) signed 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 3,471,428 shares (the “Shares”) of the Company’s common…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 23, 2026, the board of directors (the “Board”) of the Company approved an increase in the size of the Board from seven to eight directors and elected Drew Buckley, the Company’s Chief Executive Officer, to serve as a Class I member of the Board, both effective as of January 23, 2026. Mr. Buckley’s term will expire at the Company’s 2028 a…
Results of Operations and Financial Condition. Preliminary Financial Results for the Year End Ended December 31, 2025 (unaudited) On January 29, 2026, ESS Tech, Inc. (the “Company”) announced that based upon preliminary estimates and information available to the Company as of the date of this Form 8-K, the Company is disclosing selected preliminary unaudited financial results for the year ended December 31, 2025: • Cash, cash equivalents and short-term investments as of December 31, 2025 are…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Executive Officer On January 6, 2026, ESS Tech, Inc. (the “Company”) announced that Drew Buckley, the Company’s current Head of Capital Markets Strategy, has been appointed the Company’s Chief Executive Officer, effective as of January 1, 2026. Drew Buckley, age 42, brings nearly two decades of experience focused exclusively on…
Entry into a Material Definitive Agreement. On December 4, 2025, ESS Tech, Inc. (the “Company”) and YA II PN, LTD., an investment fund managed by Yorkville Advisors Global, L.P. (“Yorkville”), entered into Amendment No. 2 (the “Note Amendment”) to the promissory note, originally issued on October 14, 2025, and as amended on October 31, 2025 (the “First Note Amendment”), by and between the Company and Yorkville (the “Note”). Capitalized terms used but not otherwise defined herein shall have th…
Entry into a Material Definitive Agreement. On November 13, 2025, in connection with the launch of an “at the market offering” program, ESS Tech, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Yorkville Securities, LLC (“Yorkville”), BMO Capital Markets Corp., Canaccord Genuity LLC, Needham & Company, LLC and Stifel, Nicolaus & Company, Incorporated (the “Agents”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock,…
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.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Unregistered Sales of Equity Securities. The information set forth in
Entry into a Material Definitive Agreement. On October 14, 2025, ESS Tech, Inc. (the “Company”) entered into an unsecured promissory note with YA II PN, LTD., an investment fund managed by Yorkville Advisors Global, L.P. (“Yorkville”) in the aggregate principal amount of up to $40 million (the “Promissory Note”), in two tranches consisting of a first tranche of $30 million and a second tranche of $10 million, in each case less an original issue discount of 8% and certain fees and expenses. Ea…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Operating Officer The Board of Directors of ESS Tech, Inc. (the “Company”) has appointed Jigish Trivedi, 53, as Chief Operating Officer and principal operating officer of the Company effective August 18, 2025. Prior to joining the Company, Mr. Trivedi was Senior Vice President, Operations & Global Supply Chain at Electric Hydro…
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.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Termination of Chief Financial Officer On August 1, 2025, Anthony Rabb, Chief Financial Officer of ESS Tech, Inc. (the “Company”), was terminated from the Company without severance effective as of August 1, 2025. The termination is not related to any issues regarding accounting policies, standards or practices, reporting obligations or other regula…
In the Purchase Agreement, the Investor represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act). Up to $18.4 million of the shares of common stock of the commitment amount are expected to be issued and sold by the Company to the Investor in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. The in…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Entry into a Material Definitive Agreement. Yorkville Standby Equity Purchase Agreement On July 9, 2025, ESS Tech, Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with YA II PN, LTD (the “Investor”) an investment fund managed by Yorkville Advisors Global, L.P. (“Yorkville”). Pursuant to the Purchase Agreement, the Company shall have the right, but not the obligation, to sell to the Investor up to $25 million of its shares of common stock, par v…
Other Events. ATM Sales During the month of June 2025, the Company made sales of 616,264 shares of its common stock for aggregate gross proceeds of approximately $0.7 million from time to time in an “at-the-market” offering through Robert W. Baird & Co. Incorporated as sales agent pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-268138) and a prospectus supplement filed with the SEC on March 31, 2025. Bridge Financing – Promissory Notes On July 10, 2…
Completion of Acquisition or Disposition of Assets. The information set forth in
Results of Operations and Financial Condition. Preliminary Financial Results for the Three Months Ended June 30, 2025 (unaudited) The Company is announcing selected preliminary unaudited financial results for the second quarter ended June 30, 2025: • Revenue is expected to be approximately $2.4 million, a 294% increase compared to the first quarter ended March 31, 2025; • Cost of revenue is expected to be approximately $6.8 million, a 22% decrease compared to the first quarter ended March 31,…
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.
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.
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