ESS Tech Inc
01/30/2026 | Press release | Distributed by Public on 01/30/2026 05:08
Material Agreement (Form 8-K)
Item 1.01 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 stock ("Common Stock"), Pre-Funded Warrants to purchase an aggregate of 5,100,000 shares of Common Stock at an exercise price of $0.00001 per share (the "Pre-Funded Warrants"), and the 5,100,000 shares of Common Stock underlying the Pre-Funded Warrants ("Pre-Funded Warrant Shares") at an offering price of $1.75 per Share or $1.74999 per Pre-Funded Warrant, as applicable (the "Registered Direct Offering"). The Registered Direct Offering is expected to close on or about January 30, 2026, subject to the satisfaction of customary closing conditions.
The net proceeds of the Registered Direct Offering are expected to be approximately $13.5 million, after deducting placement agent fees and expenses and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Registered Direct Offering for general corporate purposes and working capital.
Aegis Capital Corp. served as the Company's exclusive placement agent in connection with the Registered Direct Offering (the "Placement Agent"). As compensation for the services provided by the Placement Agent in connection with the Registered Direct Offering, the Company agreed to pay the Placement Agent a cash fee of up to 6.0% of the gross proceeds received by the Company from the sale of the securities at the closing. The Company also agreed to reimburse the Placement Agent for certain of its offering-related expenses in an amount not to exceed $80,000 in the aggregate.
The Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares were offered by the Company pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-291506) declared effective by the Securities and Exchange Commission (the "SEC") on December 11, 2025 and the related prospectus supplement.
Pursuant to the Purchase Agreement, the Company agreed that for a period of sixty (60) days after the closing date, the Company will not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) or (ii) file any registration statement or any amendment or supplement thereto, in each case subject to certain limited exceptions.
Each Pre-Funded Warrant will be exercisable immediately upon issuance and will not expire until exercised in full. The exercise price and number of Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants are subject to appropriate adjustment in the event of stock dividends, stock splits, recapitalizations, reclassifications or similar events affecting the Common Stock. Subject to limited exceptions, a holder of Pre-Funded Warrants (together with its affiliates) may not exercise any portion of such holder's Pre-Funded Warrants to the extent that, upon such exercise, the holder would own more than 4.99% (or 9.99% at the holder's election) of the Common Stock then outstanding immediately after such exercise. At the holder's option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 9.99% of the shares of Common Stock then outstanding, provided that any such increase shall become effective upon 61 days' prior notice to the Company.
The Purchase Agreement contain customary representations and warranties, agreements and obligations, conditions to closing and termination provisions.
The foregoing descriptions of the Pre-Funded Warrants and the Purchase Agreement are qualified in their entirety by reference to the full text of the forms thereof, which are attached as Exhibits 4.1 and 10.1, respectively, hereto and incorporated by reference herein.
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the form of Purchase Agreement is included with this filing only to provide
investors with information regarding the terms of the transactions. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The legal opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the legality of the issuance and sale of the securities in the Registered Direct Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
ESS Tech Inc published this content on January 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 30, 2026 at 11:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]