ESS Tech, Inc. (Form: 8-K, Received: 08/26/2022 16:28:54)

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): August 26, 2022 (August 24, 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.

On August 24, 2022, Jeff Bodner, Chief Accounting Officer of ESS Tech, Inc. (the “Company”) tendered his resignation from the Company, to be effective as of September 12, 2022. The Company is appreciative of the service of Mr. Bodner, and his departure was not the result of any disagreement he had with the Company on any matter relating to the Company’s operations, policies and practices, including any matters concerning the Company’s controls or any financial or accounting-related matters or disclosures.

In connection with Mr. Bodner’s resignation, Amir Moftakhar, the Company’s Chief Financial Officer, will assume the role and responsibilities of principal accounting officer on an interim basis as of the effective date of Mr. Bodner’s resignation. Mr. Moftakhar’s biographical information is set forth in the Company’s definite proxy statement filed with the Securities and Exchange Commission on April 22, 2022, and such information is incorporated herein by reference.

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: August 26, 2022


ESS TECH, INC.

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