ESS Tech, Inc. (GWH) Form 424B3 — Sep 16, 2026
ESS Tech filed a 424B3 prospectus registering the resale of up to 13,120,000 shares of common stock issuable upon exercise of outstanding warrants, a pool equal to roughly 33% of the 40,274,150 shares outstanding as of September 2, 2026. None of the shares have been issued yet; they would be created only upon exercise of the warrants. The warrants carry a $0.50 exercise price and were issued to Armistice Capital Master Fund and Alto Opportunity Master Fund alongside an August 2026 registered direct offering that raised about $3.2 million gross at the same price.
Key figures
- Gross Proceeds
- Up to approximately $6.6 million to the company if all warrants are exercised for cash; no proceeds from resales by selling securityholders
- Shares Offered
- 13120000
- Shares Outstanding
- 40274150
- Liquidated damages
- 1.0% of aggregate warrant exercise price every 30 days if no effective registration statement, capped at 6.0%
- Common warrant shares
- 12800000
- August offering shares
- 6400000
- Promissory note maturity
- February 27, 2027
- August offering price usd
- 0.5
- Warrant exercise price usd
- 0.5
- Placement agent cash fee pct
- 7
- Beneficial ownership limit pct
- 4.99% (electable to 9.99%)
- Placement agent warrant shares
- 320000
- Last sale price sept 15 2026 usd
- 0.3338
- Promissory note interest rate pct
- 3
- Promissory note max principal usd
- 40000000
- August offering gross proceeds usd
- 3200000
- Promissory note principal repaid usd
- 38500000
- Placement agent expense reimbursement usd
- 75000
- Promissory note original issue discount pct
- 8
- Warrant proceeds to promissory note repayment usd
- 500000
AI analysis
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