ESS Tech, Inc. 8-K

What Happened

• ESS Tech, Inc. (GWH) announced a registered direct offering entered into via a Securities Purchase Agreement (dated January 29, 2026) to sell 3,471,428 shares of common stock and Pre‑Funded Warrants to purchase 5,100,000 shares of common stock. The securities were offered at $1.75 per share or $1.74999 per pre‑funded warrant and the offering was expected to close on or about January 30, 2026.
• The company expects net proceeds of approximately $13.5 million after placement agent fees and offering expenses. Aegis Capital Corp. served as the exclusive placement agent.

Key Details

• Amounts and pricing: 3,471,428 common shares; 5,100,000 Pre‑Funded Warrants (each exercisable for one share); offering price $1.75 per share / $1.74999 per Pre‑Funded Warrant.
• Net proceeds: ~ $13.5 million after fees and expenses. Placement agent fee: up to 6.0% of gross proceeds; expense reimbursement up to $80,000.
• Warrant terms: Pre‑Funded Warrants exercisable immediately, $0.00001 exercise price, no expiration until fully exercised; exercise and share counts adjustable for stock splits/dividends.
• Ownership limits: Holders (with affiliates) may not exercise to own more than 4.99% (or 9.99% if elected) of outstanding common stock immediately after exercise; increases to the limit require 61 days’ notice.
• Registration: Securities offered under the company’s Form S‑3 shelf registration (No. 333‑291506, declared effective Dec 11, 2025). The Purchase Agreement includes a 60‑day limited restriction on issuing or registering additional common stock or equivalents following closing.

Why It Matters

• The transaction provides immediate cash (~$13.5M net) to fund general corporate purposes and working capital, strengthening near‑term liquidity.
• It also creates potential dilution: the issued shares plus the underlying shares from pre‑funded warrants increase the company’s share count if warrants are exercised. Exercise limitations and vesting terms limit sudden concentrated ownership but do not eliminate dilution risk.
• As with any financing, closing is subject to customary conditions and the filing notes forward‑looking risks; investors should consider the dilutive impact and the company’s stated use of proceeds when evaluating the share.