Current Report Filing (8-k)
February 17 2022 - 7:31AM
Edgar (US Regulatory)
false 0001819438 0001819438 2022-02-14 2022-02-14 0001819438 us-gaap:CommonStockMember 2022-02-14 2022-02-14 0001819438 us-gaap:WarrantMember 2022-02-14 2022-02-14
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)
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Delaware |
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001-39525 |
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98-1550150 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
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26440 SW Parkway Ave., Bldg. 83 Wilsonville, Oregon |
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97070 |
(Address of principal executive offices) |
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(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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.0001 par value per share |
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GWH |
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The New York Stock Exchange |
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 |
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GWH.W |
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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 |
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
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ESS TECH, INC. |
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By: |
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/s/ Amir Moftakhar |
Name: |
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Amir Moftakhar |
Title: |
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Chief Financial Officer |
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