ESS Tech Faces Delisting Concerns

TL;DR

ESS Tech might get delisted, big trouble for the stock.

AI Summary

ESS Tech, Inc. filed an 8-K on March 8, 2024, to report a notice of delisting or failure to satisfy a continued listing rule. The company, formerly ACON S2 Acquisition Corp., is incorporated in Delaware and has its principal executive offices in Wilsonville, Oregon.

Why It Matters

This filing indicates potential issues with ESS Tech's continued listing on an exchange, which could impact its stock liquidity and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's stock trading status and investor confidence.

Key Players & Entities

• ESS Tech, Inc. (company) — Registrant
• ACON S2 Acquisition Corp. (company) — Former Company Name
• March 6, 2024 (date) — Earliest event reported
• March 8, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Wilsonville, Oregon (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share GWH The New York St
• $11.50 — of common stock at an exercise price of $11.50 GWH.W The New York Stock Exchange Ind
• $1.00 — he Company's common stock was less than $1.00 per share over a consecutive 30 trading
• $0.94 — closing share price of the security was $0.94. The Notice is a notice of deficiency,
• $1 — y has a closing share price of at least $1.00, and an average closing share price

Filing Documents

• wk-20240306.htm (8-K) — 36KB
• esspressreleasenysedeficie.htm (EX-99.1) — 11KB
• image_0.jpg (GRAPHIC) — 8KB
• 0001628280-24-009999.txt ( ) — 235KB
• wk-20240306.xsd (EX-101.SCH) — 3KB
• wk-20240306_def.xml (EX-101.DEF) — 16KB
• wk-20240306_lab.xml (EX-101.LAB) — 30KB
• wk-20240306_pre.xml (EX-101.PRE) — 17KB
• wk-20240306_htm.xml (XML) — 4KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 6, 2024, 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's 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 consecutive 30 trading-day period. As of March 5, 2024, the 30 trading-day average closing share price of the security was $0.94. The Notice is a notice of deficiency, not delisting, and does not currently affect the listing or trading of the Company's common stock on the NYSE. Section 802.01C requires the Company to notify the NYSE, within 10 business days of receipt of the Notice, of its intent to cure this deficiency. The Company intends to notify the NYSE within this time period that it intends to regain compliance. Pursuant to Section 802.01C, the Company has a period of six months following receipt of the Notice to regain compliance with the minimum share price requirement, with the possibility of extension at the discretion of the NYSE. The Company can regain compliance with the average closing price requirement at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period the Company has a closing share price of at least $1.00, and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month or the last trading day of the cure period. If the Company determines to remedy the non-compliance by taking action that will require shareholder approval, the Company must obtain shareholder approval no later than its next annual meeting and implement such action promptly thereafter. The Company intends to monitor closely the closing bid price of its common s

01 Other Events

Item 8.01 Other Events. On March 8, 2024, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release is attached hereto as Exhibit 99.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. 99.1 Press Release dated March 8, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements The Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding any liquidity concern and attention to regaining compliance with Section 802.01C. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with liquidity concerns that may affect other banking institutions, as well as risks and uncertainties inherent in the Company's business, including those described in the Company's other filings with the Securities Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Dated: March 8, 2024 ESS TECH, INC. By: /s/ Anthony Rabb Name: Anthony Rabb Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR