ESS Tech Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Industrial Machinery/Components
Miscellaneous
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): March 31, 2025
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Item 1.01 Entry into a Material Definitive Agreement.
On March 31, 2025, in connection with the launch of an “at the market” offering program, ESS Tech, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Robert W. Baird & Co. Incorporated (the “Agent”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $13,504,438 (the “Shares”) during the term of the Sales Agreement through the Agent acting either as agent or principal. The Company has filed a prospectus supplement relating to the offer and sale of the Shares pursuant to the Sales Agreement. The offering and sale of the Shares will be made pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-268138), which was initially filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2022 and declared effective by the SEC on November 17, 2022. The Company has filed a prospectus supplement relating to the offer and sale of the Shares pursuant to the Sales Agreement. The Company intends to use the net proceeds from the offering, if any, for working capital and general corporate purposes.
The Company may, from time to time and subject to the terms of the Sales Agreement, sell the Shares thereunder, but is not obligated to sell any such Shares. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonably efforts to sell, on the Company’s behalf, the Shares offered by the Company under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Agent may sell Shares by any methods determined to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made through the New York Stock Exchange or any other trading market for the Common Stock or to or through a market maker or through an electronic communications network. With the Company’s prior written consent, the Agent may also sell Shares in privately negotiated transactions.
The Company has agreed to pay the Agent a commission of up to 3% of the gross sales price of such Shares pursuant to the Sales Agreement. The Sales Agreement contains customary representations, warranties, and agreements of the Company and the Agent, indemnification rights and obligations of the parties and termination provisions.
The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such Sales Agreement and are not intended as a document for investors and the public to obtain factual information about the Company’s current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sales Agreement, nor shall there be any sale of such Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the Shares being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K..
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | ||||||||
| 1.1# | ||||||||
| 5.1 | ||||||||
| 23.1 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1) | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
# Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
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 31, 2025
| ESS TECH, INC. | |||||
| By: | /s/ Anthony Rabb | ||||
| Name: | Anthony Rabb | ||||
| Title: | Chief Financial Officer | ||||