Ess Tech (GWH) Registration Filing summary

Company overview and business model

• Specializes in long-duration energy storage using proprietary iron flow battery technology, designed for over 20,000 cycles without capacity fade and using earth-abundant, recyclable materials.

• Product suite includes Energy Warehouse (behind-the-meter), Energy Center (utility/commercial scale), and Energy Base (10+ hour duration), as well as technology components for third-party integration.

• Technology addresses grid flexibility, energy assurance, and sustainability, offering an alternative to lithium-ion batteries.

Financial performance and metrics

• As of September 30, 2025, cash and cash equivalents were $3.5 million, with recurring net losses and negative cash flows from operations.

• Independent auditor's report includes a going concern warning due to recurring losses and insufficient cash to fund operations for the next year.

• Net tangible book value as of September 30, 2025, was $(0.40) per share; pro forma after recent equity sales, $0.77 per share; and as-adjusted after the offering, $2.31 per share.

Use of proceeds and capital allocation

• Proceeds from the offering will first be used to satisfy installment payments under a $40 million promissory note to YA II PN, LTD.; 80% of proceeds go to note repayment until fully paid.

• Remaining 20% of proceeds (while the note is outstanding) and all proceeds after repayment will be used for working capital and general corporate purposes.

• Proceeds from warrant exercises, if any, will also be used for working capital and general corporate purposes.