Current Report Filing (8-k)
24 October 2022 - 09:02PM
Edgar (US Regulatory)
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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): October 21,
2022
ESS TECH, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-39525 |
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98-1550150 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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26440 SW Parkway Ave., Bldg. 83
Wilsonville, Oregon
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97070 |
(Address of principal executive offices) |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.0001 par value per share |
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GWH |
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The New York Stock Exchange |
Warrants, each whole warrant exercisable for one share of common
stock at an exercise price of $11.50 |
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GWH.W |
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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.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On October 20, 2022, the Board of Directors (the “Board”) of ESS
Tech, Inc. (the “Company”), acting upon the recommendation of the
Board’s Nominating and Corporate Governance Committee, adopted
amended and restated bylaws (the “Amended and Restated Bylaws”),
which became effective immediately.
Among other things, the Amended and Restated Bylaws update and
revise the advance notice procedures for the nomination of
directors or the proposal of other business at stockholder
meetings; eliminate inoperative provisions; and make a variety of
other language and conforming changes and other technical edits and
updates (including to account for changes in Delaware
law).
The foregoing description of the Amended and Restated Bylaws is not
complete and is qualified in its entirety by reference to the full
text thereof, a copy of which is attached hereto as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and
Exhibits
(d) Exhibits
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Exhibit
No.
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3.1 |
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104 |
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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: October 21, 2022
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ESS TECH, INC. |
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By: |
/s/ Amir Moftakhar |
Name: |
Amir Moftakhar |
Title: |
Chief Financial Officer |
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