ESS Tech Inc美股招股说明书(2025-07-11版)

Common Stock the first day of the month following the 36-month anniversary of the SEPA and (ii) the date on which Yorkville shall have madepayment of any advances requested pursuant to the SEPA for shares of the Company’s common stock equal to the commitment amount of $25,000,000 (the “Commitment Period”). Each sale the Company requests under the SEPA (an “Advance Notice”) may be for anumber of shares of common stock equal to one hundred percent (100%) of the average of the daily trading volume of the commonstock on the New York Stock Exchange (“NYSE”) during regular trading hours as reported by Bloomberg L.P. (the “Daily TradedAmount”) during the five consecutive trading days immediately preceding an Advance Notice. The shares would be purchased at97.0% of the Market Price (as defined below) and would be subject to certain limitations, including that Yorkville could not purchaseany shares that would result in it owning more than 4.99% of our common stock. “Market Price” is defined in the SEPA as the lowestof the daily VWAPs (as defined below) during the three consecutive trading days commencing on the trading day following theCompany’s submission of an Advance Notice to Yorkville, other than certain excluded days. “VWAP” is defined in the SEPA to mean,for any trading day, the volume weighted average price of the Company’s common stock for such date on the NYSE as reported byBloomberg L.P. during regular trading hours. see the section entitled “Plan of Distribution” on pageS-12.The aggregate market value of our outstanding common stock held by non-affiliates is approximately $22.1 million, based on12,896,146 shares of outstanding common stock, of which 7,914,768 shares are held by non-affiliates, and a per share price of $2.80based on the closing sale price of our common stock on May13, 2025, which is the highest closing sale price of our common stock onthe NYSE within the prior 60 days of this prospectus supplement. As of the date of this prospectus supplement, we have made sales of616,264 shares of our common stock for aggregate gross proceeds of approximately $0.7 million pursuant to a sales agreement withRobert W. Baird & Co. Incorporated and a prospectus supplement dated March 31, 2025 (the “Existing ATM”). As a result, we are aggregate market value of our common stock held by non-affiliates is less than $75.0 million.Our shares of common stock are listed on the NYSE under the symbol “GWH.” On July8, 2025, the closing sale price of ourcommon stock was $1.48 per share. We are an “emerging growth company” and a “smaller reporting company” under federalsecurities laws and, as such, are subject to reduced public company reporting requirements. Prospectus SupplementAbout This Prospectus SupplementCautionary Note Regarding Forward-looking StatementsProspectus Supplement SummaryRisk FactorsUse Of ProceedsPlan Of DistributionLegal MattersWhere You Can Find More InformationIncorporation Of Certain Documents By ReferenceProspectus Cautionary Note Regarding Forward-Looking Statements Use of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of Depositary SharesDescription of WarrantsDescription of Subscription Rights Where You Can Find More Information ABOUT THIS PROSPECTUS SUPPLEMENT utilizing a “shelf” registration process. The document is in two parts. The first part is the prospectus supplement, which describes thespecific terms of this offering and the securities offered. The second part is the prospectus, which provides more general informationabout securities we may offer from time to time, some of which may not apply to this offering. Generally, when we refer to this“prospectus,” we are referring to both parts of this document combined. We urge you to carefully read this prospectus supplement andthe prospectus, and the documents incorporated by reference herein and therein, before buying any of the securities being offered •to the extent that any statement we make in this prospectus supplement is inconsistent with statements made in theaccompanying prospectus or any documents incorporated by reference therein that were filed before the date of thisprospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those madein the accompanying prospectus and such documents incorporated by reference therein; earlier date will be deemed to modify and supersede the statement in the document filed on the earlier date; and securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The distribution of thisprospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions.You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents