ESS Tech, Inc. Files 8-K for Material Agreement
Ticker: GWH-WT · Form: 8-K · Filed: Dec 5, 2025 · CIK: 1819438
| Field | Detail |
|---|---|
| Company | Ess Tech, Inc. (GWH-WT) |
| Form Type | 8-K |
| Filed Date | Dec 5, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001, $11.50, $10 million, $7,000,000, $20,000,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, filing, exhibits
TL;DR
ESS Tech just signed a big deal, filing an 8-K with new agreements and financials.
AI Summary
On December 4, 2025, ESS Tech, Inc. entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. ESS Tech, Inc. is incorporated in Delaware and headquartered in Wilsonville, Oregon.
Why It Matters
This 8-K filing indicates a significant new agreement for ESS Tech, Inc., which could impact its financial performance and strategic direction.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.
Key Numbers
- 001-39525 — SEC File Number (Identifies the company's filing history with the SEC.)
- 98-1550150 — EIN (Employer Identification Number for tax purposes.)
Key Players & Entities
- ESS Tech, Inc. (company) — Registrant
- ACON S2 Acquisition Corp. (company) — Former Company Name
- December 4, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Wilsonville, Oregon (location) — Principal executive offices
FAQ
What is the nature of the material definitive agreement entered into by ESS Tech, Inc. on December 4, 2025?
The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in this summary.
What are the key financial statements and exhibits included with this 8-K filing?
The filing states that financial statements and exhibits are included, but their specific content is not detailed in this summary.
When did ESS Tech, Inc. change its name from ACON S2 Acquisition Corp.?
The date of the name change from ACON S2 Acquisition Corp. to ESS Tech, Inc. was July 28, 2020.
Where are ESS Tech, Inc.'s principal executive offices located?
ESS Tech, Inc.'s principal executive offices are located at 26440 SW Parkway Ave., Bldg. 83, Wilsonville, Oregon 97070.
What is the SIC code for ESS Tech, Inc.?
The Standard Industrial Classification (SIC) code for ESS Tech, Inc. is 3690, which corresponds to Miscellaneous Electrical Machinery, Equipment & Supplies.
Filing Stats: 651 words · 3 min read · ~2 pages · Grade level 10.2 · Accepted 2025-12-05 16:18:32
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
- $10 million — l pay the Company the second tranche of $10 million less the applicable discount. In additi
- $7,000,000 — anche One must be equal to or less than $7,000,000 instead of $20,000,000 for the second t
- $20,000,000 — l to or less than $7,000,000 instead of $20,000,000 for the second tranche to be paid. For
Filing Documents
- wk-20251204.htm (8-K) — 32KB
- exhibit101-noteamendmentda.htm (EX-10.1) — 22KB
- 0001819438-25-000079.txt ( ) — 222KB
- wk-20251204.xsd (EX-101.SCH) — 3KB
- wk-20251204_def.xml (EX-101.DEF) — 16KB
- wk-20251204_lab.xml (EX-101.LAB) — 30KB
- wk-20251204_pre.xml (EX-101.PRE) — 17KB
- wk-20251204_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On December 4, 2025, ESS Tech, Inc. (the "Company") and YA II PN, LTD., an investment fund managed by Yorkville Advisors Global, L.P. ("Yorkville"), entered into Amendment No. 2 (the "Note Amendment") to the promissory note, originally issued on October 14, 2025, and as amended on October 31, 2025 (the "First Note Amendment"), by and between the Company and Yorkville (the "Note"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Note. The Note Amendment revised the Second Tranche Date from December 12, 2025 to February 28, 2026, extending the deadline by which Yorkville shall pay the Company the second tranche of $10 million less the applicable discount. In addition, the Note Amendment provides that the principal amount outstanding under Tranche One must be equal to or less than $7,000,000 instead of $20,000,000 for the second tranche to be paid. For more information on the Note and the First Note Amendment, please refer to our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "SEC") on October 14, 2025, and our Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2025. The foregoing summary of the terms and conditions of the Note Amendment is qualified in its entirety by reference to the full text of the Note Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. 10.1 Note Amendment, dated December 4, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: December 5, 2025 ESS TECH, INC. By: /s/ Kate Suhadolnik Name: Kate Suhadolnik Title: Interim Chief Financial Officer