8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 17, 2022 (February 14, 2022)

ESS TECH, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39525

98-1550150

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification Number)

26440 SW Parkway Ave., Bldg. 83

Wilsonville, Oregon

97070

(Address of principal executive offices)

(Zip code)

(855) 423-9920

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	GWH	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50	GWH.W	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On February 14, 2022, Shirley Speakman notified ESS Tech, Inc. (the “Company”) that, effective February 17, 2022, she is resigning from the Company’s Board of Directors (the “Board”) to focus her time on early stage company investing.

Ms. Speakman was a member of the Board’s audit committee. The resignation of Ms. Speakman was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

Election of Director

On February 16, 2022, the Board appointed Claudia Gast as a director of the Company, effective February 17, 2022. The Board also appointed Mrs. Gast to serve on the Board’s audit committee.

Mrs. Gast will receive compensation for her board service consistent with the compensation of other non-management directors in accordance with the Company’s outside director compensation policy.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


Exhibit No.

99.1		Press release, dated February 17, 2022

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: February 17, 2022


ESS TECH, INC.

By:		/s/ Amir Moftakhar
Name:		Amir Moftakhar
Title:		Chief Financial Officer

ESS Tech Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits