Shares of ESS Tech, Inc. (NYSE: GWH) declined 10.4% on Thursday after the long-duration energy storage systems manufacturer disclosed a registered direct offering of about $15 million. The company said it will make available 8,571,428 units consisting of either common stock or pre-funded warrants, each priced at $1.75.
The offering's pre-funded warrants will be sold at $1.74999 per warrant and carry an exercise price of $0.00001. According to the filing, these pre-funded warrants will be immediately exercisable upon issuance. The per-share and per-warrant prices were described as a premium to the stock's closing price on January 28, 2026.
Aegis Capital Corp. is listed as the exclusive placement agent for the transaction. The company indicated that the offering is expected to close around January 30, 2026, subject to customary closing conditions, without specifying additional timelines or contingencies beyond that standard caveat.
ESS Tech said it intends to apply the net proceeds from this registered direct offering, together with existing cash on hand, for general corporate purposes and working capital. The company is described in the filing as a manufacturer of long-duration energy storage systems for commercial and utility-scale applications.
Legal counsel for the transaction is identified as Wilson Sonsini Goodrich & Rosati, P.C. for ESS Tech, while Kaufman & Canoles, P.C. is named as counsel for Aegis Capital Corp. No further operational or financial details were provided in the disclosure beyond the structure, pricing and expected timing of the offering, the stated use of proceeds, and the parties involved in placement and counsel.
Context and market reaction
The securities offering announcement and its terms coincided with an immediate negative reaction in the market: the stock fell 10.4% on the same trading day as the disclosure. The filing ties the offering amount and unit count directly to the stated price levels and notes the premium to the January 28, 2026 closing price.
What the filing confirms
- Registered direct offering totaling approximately $15 million.
- 8,571,428 common shares or pre-funded warrants available at $1.75 per unit.
- Pre-funded warrants priced at $1.74999 with exercise price of $0.00001 and immediate exercisability.
- Aegis Capital Corp. serving as exclusive placement agent; expected closing around January 30, 2026, subject to customary closing conditions.
- Net proceeds to be used for general corporate purposes and working capital.