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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): March 31, 2025
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 fifteen warrants exercisable for one share of common stock at an exercise price of $172.50 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 2.02    Results of Operations and Financial Condition.
On March 31, 2025, ESS Tech, Inc. issued a press release announcing financial results for the quarter and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits
(d) Exhibits
Exhibit No.  
99.1
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: March 31, 2025
ESS TECH, INC.
By: /s/ Anthony Rabb
Name: Anthony Rabb
Title: Chief Financial Officer

EX-99.1 2 earningsrelease2024.htm EX-99.1 Document

Exhibit 99.1
esslogoa.jpg
ESS Tech, Inc. Announces Fourth Quarter and Full Year 2024 Financial Results
Completed Commissioning and Grid Interconnection of First Two Energy Centers
Delivered Eight Energy Center Systems to Florida Utility
Achieved Breakeven Profitability on Energy Center Design at the end of Q4, Almost a Year Ahead of Schedule
Announced Energy Base, a New Modular, Non-Containerized Gigawatt-Hour scale LDES Solution
ESS Global Fleet Surpasses 2 GWh of Transacted Energy

WILSONVILLE, OREGON – March 31, 2025 – ESS Tech, Inc. (“ESS,” “ESS, Inc.” or the “Company”) (NYSE:GWH), a leading manufacturer of iron flow long-duration energy storage (LDES) systems for commercial and utility-scale applications, today announced financial results for its fourth quarter and full year ended December 31, 2024.
“In 2024, ESS completed key metrics to advance our core technology and begin to execute on our previously announced strategic pivot. The first two Energy Centers that we manufactured in 2024 passed site commissioning in Q4 and final commissioning as part of full grid interconnection in Q1 for the first demonstration of the Energy Center form factor in Wilsonville with our local utility customer. We successfully carried out the first commercial deliveries of an additional eight EC systems during Q4 and Q1 to a major Florida utility that are scheduled for commissioning later this year. Our reported revenue for the year of $6.3 million was below the low end of our guidance range due to ongoing partner funding delays, but the Energy Center deliveries represented an important revenue contributor, underscoring our progress with the first Energy Center deployments in Q4. In addition, we aggressively executed our cost-down program to achieve breakeven profitability on our latest EC design, hitting our target almost a year earlier than previously expected. This result was enabled by the innovative efforts of our team to reduce battery pack, balance of system and direct labor costs and helped establish the foundation needed to develop and productize a transformational new product, the Energy Base,” said Kelly Goodman, interim CEO of ESS. “Further cementing our differentiation in the energy storage space, the Energy Base is a non-containerized version of our product designed to deliver the gigawatt-hour scale long-duration storage that the energy transition demands. The Energy Base features a modular architecture that enables it to extend energy storage duration with lower cost and improved operational flexibility while customizing capacity and power to customer needs. The Energy Base represents the natural, long-term configuration of the core ESS technology, developed to meet the accelerating market demand for sustainable, safe, long-duration energy storage. I’m pleased with the rapid progress we’ve made in positioning ESS to capitalize on the energy transition while driving towards profitability. Backed by a suite of American-made products, industry safety certifications and partnerships with SB Energy and Honeywell, our global fleet has already surpassed 2 gigawatt hours of transacted energy worldwide and I’m excited about the transformational opportunity ahead of us as we capitalize on this growing market opportunity.”
Recent Business Highlights
•Achieved revenue of $6.3M for FY 2024.
•Announced the Energy Base, ESS’ new gigawatt-hour-scale, long-duration energy storage solution. The Energy Base leverages ESS’ proven core technologies and features modular architecture designed to deliver a scalable solution for grid-scale applications using a layout that seamlessly integrates with any landscape.



•In January, completed commercial delivery of the first eight Energy Centers™ to a major Florida utility. In addition, ESS successfully completed construction and initial testing of the previously announced demonstration units for a major West Coast utility in December. The EC is a utility-scale, front-of-the-meter long-duration energy storage product which provides up to eight hours of energy storage with a flexible, scalable platform to meet the LDES needs of utilities worldwide.
•In January, became the first energy storage provider to demonstrate MESA compliance and SunSpec Alliance Modbus Certification with the Energy Center™ (EC), ensuring compatibility with the latest integration and communication standards. In addition, the EC received certification to the UL 9540 standard by ETL, a comprehensive safety standard for grid-connected energy storage systems which affirms the safety of the battery system and its environmental performance.
•In February, Kelly Goodman was appointed interim CEO of ESS with the intent to take ESS in a new strategic direction. Ms. Goodman is supported by an Office of the Interim CEO, created to lead this effort. The Office of the Interim CEO will include Ms. Goodman, Tony Rabb, current CFO, and Ben Heng, current EVP of Engineering. In addition, the Board has engaged advisors to evaluate potential commercial or financial transactions.
Conference Call Details
ESS will hold a conference call on Monday, March 31, 2025 at 5:00 p.m. EDT to discuss financial results for its fourth quarter and full year ended December 31, 2024. Interested parties may join the conference call beginning at 5:00 p.m. EDT on Monday, March 31, 2025 via telephone by calling (833) 470-1428 in the U.S., or for international callers, by calling +1 (404) 975-4839 and entering conference ID 424622. A telephone replay will be available until April 7, 2025, by dialing (866) 813-9403 in the U.S., or for international callers, +1 (929) 458-6194 with conference ID 327175. A live webcast of the conference call will be available on ESS’ Investor Relations website at http://investors.essinc.com/.
A replay of the call will be available via the web at http://investors.essinc.com/.
About ESS, Inc.
ESS (NYSE: GWH) is the leading manufacturer of long-duration iron flow energy storage solutions. ESS was established in 2011 with a mission to accelerate decarbonization safely and sustainably through longer lasting energy storage. Using easy-to-source iron, salt, and water, ESS iron flow technology enables energy security, reliability and resilience. We build flexible storage solutions that allow our customers to meet increasing energy demand without power disruptions and maximize the value potential of excess energy. For more information visit www.essinc.com.
Use of Non-GAAP Financial Measures
In this press release and the accompanying earnings call, the Company includes Non-GAAP Operating Expenses and Adjusted EBITDA, which are non-GAAP performance measures that the Company uses to supplement its results presented in accordance with U.S. GAAP. As required by the rules of the Securities and Exchange Commission (“SEC”), the Company has provided herein a reconciliation of the non-GAAP financial measures contained in this press release and the accompanying earnings call to the most directly comparable measures under GAAP. The Company’s management believes Non-GAAP Operating Expenses and Adjusted EBITDA are useful in evaluating its operating performance and are similar measures reported by publicly-listed U.S. companies, and regularly used by securities analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. By providing these non-GAAP measures, the Company’s management intends to provide investors with a meaningful, consistent comparison of the Company’s profitability for the periods presented. Adjusted EBITDA is not intended to be a substitute for net income/loss or any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. Further, Non-GAAP Operating Expenses are not intended to be a substitute for GAAP Operating Expenses or any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.



The Company defines and calculates Non-GAAP Operating Expenses as GAAP Operating Expenses adjusted for stock-based compensation and other special items determined by management as they are not indicative of business operations. The Company defines and calculates Adjusted EBITDA as net loss before interest, other non-operating expense or income, (benefit) provision for income taxes, and depreciation, and further adjusted for stock-based compensation and other special items determined by management, including, but not limited to, fair value adjustments for certain financial liabilities associated with debt and equity transactions as they are not indicative of business operations.
Forward-Looking Statements
This communication contains certain forward-looking statements, including statements regarding ESS and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “will” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Examples of forward-looking statements include, among others, statements regarding the Company’s manufacturing plans, the development and launch of the Energy Base product, the Company’s order and sales pipeline, the Company’s ability to execute on orders, the Company’s ability to effectively manage costs, the Company’s partnerships with third parties such as SB Energy and Honeywell, and the exploration of potential commercial or financial transactions. These forward-looking statements are based on ESS’ current expectations and beliefs concerning future developments and their potential effects on ESS. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. There can be no assurance that the future developments affecting ESS will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond ESS control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, which include, but are not limited to, continuing supply chain issues; delays, disruptions, or quality control problems in the Company’s manufacturing operations; the Company’s ability to hire, train and retain an adequate number of manufacturing employees; issues related to the shipment and installation of the Company’s products; issues related to customer acceptance of the Company’s products; issues related to the development and launch of the Energy Base product; issues related to the Company’s partnerships with third parties; inflationary pressures; risk of loss of government funding for customer projects; and the Company’s need to achieve significant business growth to achieve sustained, long-term profitability. Except as required by law, ESS is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Contacts
Investors:
Erik Bylin
investors@essinc.com
Media:
Morgan Pitts
503.568.0755
Morgan.Pitts@essinc.com

Source: ESS Tech, Inc.




ESS Tech, Inc.
Statements of Operations and Comprehensive Loss
(Unaudited, in thousands, except share and per share data)
 
Three Months Ended December 31,
  2024 2023
Revenue:
Revenue $ 2,801  $ 2,796 
Revenue - related parties 49  — 
Total revenue 2,850  2,796 
Cost of revenue 16,038  10,312 
Gross profit (loss) (13,188) (7,516)
Operating expenses
Research and development 2,706  3,842 
Sales and marketing 1,887  2,096 
General and administrative 5,716  5,611 
Total operating expenses 10,309  11,549 
Loss from operations (23,497) (19,065)
Other income, net
Interest income, net 477  1,525 
Gain on revaluation of common stock warrant liabilities (344) 1,375 
Other income (expense), net (115) 35 
Total other income, net 18  2,935 
Net loss and comprehensive loss to common stockholders $ (23,479) $ (16,130)
Net loss per share - basic and diluted $ (1.97) $ (1.39)
Weighted average shares used in per share calculation - basic and diluted 11,926,137  11,570,150 



ESS Tech, Inc.
Statements of Operations and Comprehensive Loss
(Unaudited, in thousands, except share and per share data)
 
Years Ended December 31,
2024 2023
Revenue:
Revenue $ 5,712  $ 7,537 
Revenue - related parties 583 
Total revenue 6,295  7,540 
Cost of revenue 51,653  20,495 
Gross profit (loss) (45,358) (12,955)
Operating expenses
Research and development 11,772  42,632 
Sales and marketing 9,161  7,744 
General and administrative 23,507  22,574 
Total operating expenses 44,440  72,950 
Loss from operations (89,798) (85,905)
Other income, net
Interest income, net 3,574  5,262 
Gain on revaluation of common stock warrant liabilities 115  2,292 
Other income (expense), net (113) 773 
Total other income, net 3,576  8,327 
Net loss and comprehensive loss to common stockholders $ (86,222) $ (77,578)
Net loss per share - basic and diluted $ (7.32) $ (7.27)
Weighted average shares used in per share calculation - basic and diluted 11,773,596  10,663,909



ESS Tech, Inc.
Balance Sheets
(Unaudited, in thousands, except share data)
December 31, 2024 December 31, 2023
Assets
Current assets:
Cash and cash equivalents $ 13,341  $ 20,165 
Restricted cash, current 906  1,373 
Accounts receivable, net 215  1,990 
Short-term investments 18,263  87,899 
Inventory 5,641  3,366 
Prepaid expenses and other current assets 4,998  3,305 
Total current assets 43,364  118,098 
Property and equipment, net 20,582  16,266 
Intangible assets, net 4,656  4,923 
Operating lease right-of-use assets 1,503  2,167 
Restricted cash, non-current 948  945 
Other non-current assets 760  833 
Total assets $ 71,813  $ 143,232 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 8,070  $ 2,755 
Accrued and other current liabilities 9,315  10,755 
Accrued product warranties 3,288  2,129 
Operating lease liabilities, current 1,692  1,581 
Deferred revenue, current 5,237  2,546 
Total current liabilities 27,602  19,766 
Operating lease liabilities, non-current —  957 
Deferred revenue, non-current —  3,835 
Deferred revenue, non-current - related parties 14,400  14,400 
Common stock warrant liabilities 802  917 
Other non-current liabilities 125  — 
Total liabilities 42,929  39,875 
Stockholders’ equity:
Preferred stock ($0.0001 par value; 200,000,000 shares authorized, none issued and outstanding as of December 31, 2024 and 2023) —  — 
Common stock ($0.0001 par value; 1,000,000,000 shares authorized, 11,986,516 and 11,614,127 shares issued and outstanding as of December 31, 2024 and 2023, respectively)
Additional paid-in capital 811,262  799,513 
Accumulated deficit (782,379) (696,157)
Total stockholders’ equity 28,884  103,357 
Total liabilities and stockholders’ equity $ 71,813  $ 143,232 



ESS Tech, Inc.
Consolidated Statements of Cash Flows
(Unaudited, in thousands)
Years Ended December 31,
2024 2023
Cash flows from operating activities:
Net loss $ (86,222) $ (77,578)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 4,724  6,513 
Non-cash interest income (2,422) (3,635)
Non-cash lease expense 1,350  1,234 
Stock-based compensation expense 11,575  10,635 
Inventory write-down and losses on noncancellable purchase commitments 4,904  11,932 
Change in fair value of common stock warrant liabilities (115) (2,292)
Other non-cash (income) expenses, net 459  (60)
Changes in operating assets and liabilities:
Accounts receivable, net 1,549  3,633 
Inventory (8,634) (14,661)
Prepaid expenses and other assets (1,620) 2,422 
Accounts payable 4,243  (229)
Accrued and other liabilities (719) (3,378)
Accrued product warranties 1,159  486 
Deferred revenue (918) 11,500 
Operating lease liabilities (1,532) (1,418)
Net cash used in operating activities (72,219) (54,896)
Cash flows from investing activities:
Purchases of property and equipment (7,294) (5,790)
Maturities and purchases of short-term investments, net 72,051  20,861 
Net cash provided by investing activities 64,757  15,071 
Cash flows from financing activities:
Proceeds from issuance of common stock and common stock warrants, net of issuance costs —  27,132 
Payments on notes payable —  (1,733)
Proceeds from stock options exercised 86  237 
Repurchase of shares from employees for income tax withholding purposes (297) (310)
Proceeds from contributions to Employee Stock Purchase Plan 385  541 
Other, net —  (214)
Net cash provided by financing activities 174  25,653 
Net change in cash, cash equivalents and restricted cash (7,288) (14,172)
Cash, cash equivalents and restricted cash, beginning of period 22,483  36,655 
Cash, cash equivalents and restricted cash, end of period $ 15,195  $ 22,483 





ESS Tech, Inc.
Consolidated Statements of Cash Flows (continued)
(Unaudited, in thousands)
Years Ended December 31,
2024 2023
Supplemental disclosures of cash flow information:
Cash paid for operating leases included in cash used in operating activities $ 1,738  $ 1,670 
Non-cash investing and financing transactions:

Common stock warrants issued for the acquisition of intangible assets —  4,990 
Purchase of property and equipment included in accounts payable and accrued and other current liabilities 1,586  704 
Adjustment to right-of-use assets from lease modification 686  — 
Transfers between inventory and property and equipment, net 1,051  — 
Cash and cash equivalents $ 13,341  $ 20,165 
Restricted cash, current 906  1,373 
Restricted cash, non-current 948  945 
Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 15,195  $ 22,483 



ESS Tech, Inc.
Reconciliation of GAAP to Non-GAAP Operating Expenses
(Unaudited, in thousands)

Three Months Ended December 31, Twelve Months Ended December 31,
2024 2024
Research and development $ 2,706  $ 11,772 
Less: stock-based compensation(1)
(534) (2,457)
Non-GAAP research and development $ 2,172  $ 9,315 
Sales and marketing $ 1,887  $ 9,161 
Less: stock-based compensation(1)
(208) (675)
Non-GAAP sales and marketing $ 1,679  $ 8,486 
General and administrative $ 5,716  $ 23,507 
Less: stock-based compensation(1)
(1,690) (5,970)
Non-GAAP general and administrative $ 4,026  $ 17,537 
Total operating expenses $ 10,309  $ 44,440 
Less: stock-based compensation (2,432) (9,102)
Non-GAAP total operating expenses $ 7,877  $ 35,338 
(1) For purposes of calculating Non-GAAP total operating expenses, stock-based compensation is allocated on a departmental basis based on the classification of the award holder.



ESS Tech, Inc.
Reconciliation of GAAP Net Loss to Adjusted EBITDA
(Unaudited, in thousands)

Three Months Ended December 31, Twelve Months Ended December 31,
2024 2024
Net loss $ (23,479) $ (86,222)
 Interest income, net (477) (3,574)
Stock-based compensation 3,037  11,575 
Depreciation and amortization 1,422  4,724 
Gain on revaluation of common stock warrant liabilities 344  (115)
Environmental, Health & Safety compliance estimate 509  899 
Financing costs 285  1,267 
Other income (expense), net 115  113 
Adjusted EBITDA $ (18,244) $ (71,333)