ESS Tech, Inc. 8-K

What Happened

• On July 16, 2026, ESS Tech, Inc. announced an amendment to its “at the market” (ATM) sales agreement (originally dated November 13, 2025) to permit the sale of up to $75 million of its common stock.
• Under the amendment the company terminated BMO, Canaccord, Needham and Stifel as sales agents, added Roth Capital Partners, LLC as a sales agent, and named Roth as the “qualified independent underwriter” under FINRA Rule 5121, replacing Canaccord.
• The company filed an amendment to the prospectus supplement related to the ATM program and included the signed amendment as Exhibit 1.1 to the Form 8‑K.

Key Details

• Amendment date: July 16, 2026.
• ATM size: up to $75,000,000 of common stock.
• Sales agents removed: BMO Capital Markets, Canaccord Genuity, Needham & Company, Stifel.
• New agent and FINRA qualified independent underwriter: Roth Capital Partners, LLC (replaces Canaccord).
• The amendment and related prospectus supplement update were filed with the SEC (Exhibit 1.1).

Why It Matters

• The ATM amendment preserves ESS Tech’s ability to raise capital quickly by selling shares into the market up to $75M, which can dilute existing shareholders if shares are sold.
• Changing sales agents and naming a new qualified independent underwriter (Roth) affects who will execute the sales and who assesses potential conflicts under FINRA rules — a relevant procedural change for how the program is run.
• Investors should watch future filings for any actual sales under the ATM (amounts sold, timing, pricing) and for updated disclosures about use of proceeds and potential dilution. This 8‑K itself is a procedural update, not an offer to sell shares.