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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

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

ESS Inc. Appoints Claudia Gast to its Board of Directors

Private equity and financial expert to help guide company growth;

venture investor Shirley Speakman steps down

Wilsonville, OR – February 17, 2022: ESS Tech, Inc. (“ESS” or the “Company”) (NYSE:GWH), a U.S. manufacturer of long-duration batteries for utility-scale and commercial energy storage applications, announced that Claudia Gast has joined its Board of Directors.

Ms. Gast brings over 15 years of experience leading mergers and acquisitions and an extensive background in finance, strategy and operations both in private equity and with Fortune 100 companies. She currently serves as CFO and Board Member of Global Technology Acquisition Corp. (NASDAQ:GTAC). She is also the co-founder of Greentrail Capital, a crossover investment firm focused on publicly listed and growth-stage companies, with an emphasis on global technology and consumer organizations.

Prior to her current roles, Ms. Gast served as Chief Strategy Officer and Head of M&A at AM General (a KPS Capital Partners portfolio company), as well as Executive Vice President of Strategy and Corporate Development at GWR Safety Systems (a GHC Capital portfolio company), and as Finance Leader at Procter & Gamble. Ms. Gast holds an MBA from the University of Chicago Booth School of Business and is a member of the Latino Corporate Directors Association.

“I am pleased to join the ESS Board as the company ramps its operations and expands its presence in both domestic and international markets,” said Claudia Gast. “As more organizations prioritize decarbonization, the deployment of sustainable technologies like ESS’s long-duration battery will become central to the energy transition as a safe, reliable and cost-effective energy storage solution. ESS is uniquely well positioned to address these needs.”

“ESS is thrilled to welcome Claudia to our Board,” said Eric Dresselhuys, CEO of ESS. “Claudia brings an exceptional background in finance and operations management across multiple industries – as well as valuable international experience overseeing growth. Her proven leadership experience with fast-scaling commercial companies and hardened industrial products will add relevant depth and expertise to the company’s governance structure as we accelerate production and deployment on a global scale.”


Ms. Gast replaces Shirley Speakman of Cycle Capital, who leaves the ESS Board to return to early-stage company investing. Ms. Speakman joined the Board in 2017, concurrent with the Company’s Series B round of private investment, and has served in a variety of roles during that time, most recently as a member of the Audit Committee, having previously chaired the Audit Committee, and having served as a member of the Compensation Committee.

“I’d like to thank Shirley for her many years of service to the ESS Board. Her support and counsel were of great value in the formative years of ESS,” added Mr. Dresselhuys. “We wish Shirley the best in her continued work helping to build the technologies and organizations critical to addressing climate change.”

About ESS Inc.

ESS Inc. (NYSE: GWH) designs, builds and deploys environmentally sustainable, low-cost, iron flow batteries for long-duration commercial and utility-scale energy storage applications requiring from 4 to 12 hours of flexible energy capacity. The Energy Warehouse and Energy Center use earth-abundant iron, salt, and water for the electrolyte, resulting in an environmentally benign, long-life energy storage solution for the world’s renewable energy infrastructure. Established in 2011, ESS Inc. enables project developers, utilities, and commercial and industrial facility owners to make the transition to more flexible non-lithium-ion storage that is better suited for the grid and the environment. For more information, visit www.essinc.com.

Contacts

Investors:

Erik Bylin

investors@essinc.com

Media:

Gene Hunt

Trevi Communications, Inc.

978-750-0333 x.101

gene@trevicomm.com