ESS Tech Files 8-K on Security Holder Rights & Amendments

TL;DR

ESS Tech filed an 8-K, expect changes to security holder rights and company bylaws.

AI Summary

ESS Tech, Inc. filed an 8-K on August 23, 2024, reporting material modifications to security holder rights, amendments to its articles of incorporation, and submitting matters to a vote of security holders. The filing also includes Regulation FD disclosures and reports other events.

Why It Matters

This filing indicates potential changes to the rights of ESS Tech's security holders and amendments to the company's governing documents, which could impact investors.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to governing documents can introduce uncertainty and potential shifts in corporate control or shareholder value.

Key Players & Entities

• ESS Tech, Inc. (company) — Registrant
• ACON S2 Acquisition Corp. (company) — Former company name
• August 23, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share GWH The New York St
• $172.50 — of common stock at an exercise price of $172.50 GWH.W The New York Stock Exchange Ind

Filing Documents

• wk-20240823.htm (8-K) — 49KB
• a2024reversestocksplit-cha.htm (EX-3.1) — 12KB
• a2024reversestocksplit-pre.htm (EX-99.1) — 11KB
• esslogoa.jpg (GRAPHIC) — 6KB
• 0001628280-24-038349.txt ( ) — 266KB
• wk-20240823.xsd (EX-101.SCH) — 3KB
• wk-20240823_def.xml (EX-101.DEF) — 17KB
• wk-20240823_lab.xml (EX-101.LAB) — 31KB
• wk-20240823_pre.xml (EX-101.PRE) — 17KB
• wk-20240823_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On August 23, 2024, at a Special Meeting of Stockholders (the "Special Meeting"), the stockholders of ESS Tech, Inc. (the "Company") authorized and approved proposed amendments to the Company's certificate of incorporation to effect, at the discretion of the Company's board of directors (the "Board"), a reverse stock split of all of the shares of the Company's common stock that are issued and outstanding or held in treasury at a ratio of 1-for-8, 1-for-10, 1-for-12, 1-for-15, 1-for-20 or 1-for-25 and reduce the total number of authorized shares of common stock from 2,000,000,000 to 1,000,000,000 (the "Reverse Stock Split Proposal"). Additional information about the stockholder vote is provided under Item 5.07 below. On August 23, 2024, following the Special Meeting, the Board approved the reverse stock split at a ratio of 1-for-15 (the "Reverse Stock Split"). On August 23, the Company filed a certificate of amendment to the Company's Certificate of Incorporation (the "Charter Amendment") with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective as of 4:01 p.m., Eastern Time, on August 23, 2024 (the "Effective Time"). The Company's common stock is expected to begin trading on a reverse-split-adjusted basis on the New York Stock Exchange ("NYSE") as of the open of trading on August 26, 2024 under the existing ticker symbol "GHW". The CUSIP number for the Company's common stock will change to 26916J 205 following the Reverse Stock Split. The public warrants will continue to trade under the ticker symbol "GWH.W" and the CUSIP number for the Company's publicly traded warrants will not change. As of the Effective Time, every 15 shares of the Company's common stock outstanding or held in treasury were combined into one share of common stock outstanding or held in treasury. The total number of authorized shares of common stock was reduced from 2,000,

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders (a) The Special Meeting was held on August 23, 2024 exclusively online via live webcast. At the Special Meeting, the Company's stockholders approved the Reverse Stock Split Proposal. The proposal is described in detail in the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on August 8, 2024. (b) Proposal 1: Reverse Stock Split The preliminary results of the Special Meeting indicate a quorum was met and that the Company's stockholders approved the Reverse Stock Split Proposal. The Company will file an amendment to this Current Report on Form 8-K to disclose the final voting results after receiving the final certified report from the Inspector of Election. The table below sets forth the preliminary voting results for this proposal: Votes For Votes Against Abstentions 104,436,833 1,488,798 286,190 There were no broker non-votes with respect to this proposal.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On August 23, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in this Item 7.01 of this Current Report on Form 8-K, including in Exhibit 99.1 attached hereto, is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

01 Other Events

Item 8.01 Other Events The information set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.01. The Company has registration statements on Form S-3 (File Nos. 333-263316 , 333-260693 , 333-268138 and 333-275552 ) and registration statements on Form S-8 (File Nos. 333-261649 , 333-263281 , 333-270211 and 333-276988 ) on file with the Securities and Exchange Commission ("SEC"). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report on Form 8K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Certificate of Incorporation of ESS Tech, Inc. 99.1 Press Release dated August 23, 2024 104 Cover page interactive data file 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: August 23, 2024 ESS TECH, INC. By: /s/ Anthony Rabb Name: Anthony Rabb Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR