ESS Tech, Inc. Completes Registered Direct Offering, Issues Warrants

What Happened

• ESS Tech, Inc. (GWH) announced on Form 8-K that it closed a registered direct offering and a concurrent private placement on August 21, 2026. The Company sold 6,400,000 shares of common stock at $0.50 per share (gross proceeds $3.2M) and issued common stock purchase warrants to purchase 2 shares per share sold (12,800,000 warrants).
• Net proceeds are expected to be approximately $2.5 million after placement agent fees and offering expenses. The Company said it intends to use proceeds for general corporate purposes, working capital and to repay about $1.5 million owed under a promissory note with YA II PN, Ltd.

Key Details

• Offering closed: August 21, 2026; Purchase Agreement dated August 20, 2026. Shares offered under the Company’s Form S-3 shelf (declared effective Dec 11, 2025).
• Securities: 6,400,000 common shares at $0.50; 12,800,000 common warrants (2 warrants per share) with $0.50 exercise price; warrants expire 5 years after the date the Company obtains required stockholder approval.
• Placement agent: Roth Capital Partners; paid a 7% cash fee of gross proceeds and issued a Placement Agent Warrant to buy 320,000 shares (5% of the Shares). Placement Agent Warrant not exercisable until the later of six months after issuance or the date stockholder approval is obtained; expires Aug 21, 2031.
• Stockholder approvals required: (1) approval for issuance of the warrants and shares issuable on exercise under NYSE rules and (2) an amendment to effect a reverse stock split. The Company will call a shareholder meeting no later than 60 days after closing and every 60 days thereafter until approval is obtained. Common Warrants are not exercisable until stockholder approval.

Why It Matters

• Cash and debt: The transaction provides immediate liquidity (~$2.5M net) and will be used in part to repay roughly $1.5M of debt, which affects near-term cash needs and balance-sheet leverage.
• Potential dilution: If exercised, the 12.8M common warrants (plus the Placement Agent Warrant) would increase share count significantly. Warrants include beneficial ownership limits (default 4.99% per holder, electable to 9.99%) and standard anti-dilution adjustments.
• Governance actions pending: Warrants cannot be exercised until shareholders approve their issuance and a planned reverse split amendment—both of which the company must seek promptly (meeting within 60 days). Investors should watch for the shareholder vote and any resulting changes to share count or capital structure.

Exhibits and legal opinion are filed with the 8-K; press releases announcing pricing (Aug 20, 2026) and closing (Aug 21, 2026) are attached.