ESS Tech Inc
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
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FY2023 · Filed Mar 14, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)Financial Statements and Schedules
The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
(b) Exhibit Listing
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit | Description | Form | File No. | Exhibit No. | Filing Date | Filed Herewith |
| 2.1# | Merger Agreement, dated as of May 6, 2021, by and among STWO, SCharge Merger Sub, Inc. and ESS Tech, Inc. | 8-K | 001-39525 | 2.1 | May 7, 2021 | |
| 3.1 | Certificate of Incorporation of ESS | 8-K | 001-39525 | 3.1 | October 15, 2021 | |
| 3.2 | Certificate of Amendment to the Certificate of Incorporation | 8-K | 001-39525 | 3.1 | May 22, 2023 | |
| 3.3 | Amended and Restated Bylaws of ESS | 10-Q | 001-39525 | 3.2 | November 3, 2022 | |
| 4.1 | Warrant Agreement, dated September 16, 2020, by and between STWO and Continental Stock Transfer & Trust Company | S-4 | 333-257232 | 4.1 | June 21, 2021 | |
| 4.2 | Description of securities | X | ||||
| 4.3 | Assignment, Assumption and Amendment Agreement to the Warrant Agreement, dated October 8, 2021, by and among ESS, STWO, Continental Stock Transfer & Trust Company, Computershare Trust Company, N.A. and Computershare, Inc. | 8-K | 001-39525 | 4.2 | October 15, 2021 | |
| 4.4 | Warrant to Purchase Stock, dated September 16, 2022, by and between the Company and Sacramento Municipal Utility District | 10-Q | 001-39525 | 4.3 | November 3, 2022 | |
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| 4.5 | Investment Warrant, dated September 21, 2023 | 10-Q | 001-39525 | 4.4 | November 14, 2023 | |
| 4.6 | IP Warrant, dated September 21, 2023 | 10-Q | 001-39525 | 4.5 | November 14, 2023 | |
| 4.7 | Performance Warrant, dated September 21, 2023 | 10-Q | 001-39525 | 4.6 | November 14, 2023 | |
| 4.8 | Registration Rights Agreement, dated September 21, 2023, by and between the Company and Honeywell ACS Ventures LLC | 10-Q | 001-39525 | 4.7 | November 14, 2023 | |
| 10.1 | Form of Registration Rights Agreement | 8-K | 001-39525 | 10.4 | May 7, 2021 | |
| 10.2 | Form of Subscription Agreement | 8-K | 001-39525 | 10.1 | May 7, 2021 | |
| 10.3 | Stockholders’ Agreement, dated as of May 6, 2021, by and among ESS, SBE and BEV | 8-K | 001-39525 | 10.5 | October 15, 2021 | |
| 10.4# | Framework Agreement, dated as of March 31, 2021, by and between SBE US Holdings One, Inc. and ESS Tech, Inc. | S-4 | 333-257232 | 10.13 | June 21, 2021 | |
| 10.6 | Office Lease Agreement, dated July 24, 2017, by and between ESS Tech, Inc. and Parkway Woods Business Park, LLC | S-4 | 333-257232 | 10.8 | June 21, 2021 | |
| 10.7† | Energy Storage Systems, Inc. 2014 Equity Incentive Plan | S-4 | 333-257232 | 10.6 | June 21, 2021 | |
| 10.8† | Amendment to ESS Tech, Inc. 2014 Equity Incentive Plan | S-4 | 333-257232 | 10.7 | June 21, 2021 | |
| 10.9† | 2021 Equity Incentive Plan and form of award agreements thereunder | 10-K | 001-39525 | 10.9 | March 2, 2023 | |
| 10.10† | 2021 Employee Stock Purchase Plan | 10-K | 001-39525 | 10.1 | March 2, 2023 | |
| 10.11† | Amended and Restated Outside Director Compensation Policy | X | ||||
| 10.12 | Form of Indemnification Agreement | 8-K | 001-39525 | 10.2 | October 15, 2021 | |
| 10.13† | Employment Agreement, dated April 1, 2021, by and between ESS Tech, Inc. and Eric Dresselhuys | S-4 | 333-257232 | 10.10 | June 21, 2021 | |
| 10.14† | Employment Agreement, dated November 1, 2022, by and between ESS Tech, Inc. and Anthony Rabb | 10-K | 001-39525 | 10.14 | March 2, 2023 | |
| 10.15† | Employment Agreement, dated May 23, 2021, by and between ESS Tech, Inc. and Craig Evans | S-4 | 333-257232 | 10.11 | June 21, 2021 | |
| 10.16† | Common Stock and Warrant Purchase Agreement, dated September 21, 2023, by and between the Company and Honeywell ACS Ventures LLC | 10-Q | 001-39525 | 10.1 | November 14, 2023 | |
| 10.17† | Executive Incentive Compensation Plan | X | ||||
| 16.1 | Letter from Ernst & Young LLP | 8-K | 001-39525 | 16.1 | April 14, 2023 | |
| 16.2 | Letter from Ernst & Young LLP | 8-K | 001-39525 | 16.1 | May 3, 2023 | |
| 21.1 | List of Subsidiaries | S-1 | 333-260693 | 21.1 | November 2, 2021 | |
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| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | X |
| 23.2 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | X |
| 24.1 | Power of Attorney (contained in the signature page to this Annual Report on Form 10-K) | X |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 | X |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 | X |
| 32.1* | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 | X |
| 32.2* | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 | X |
| 97.1 | Compensation Recovery Policy | X |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | X |
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| † | Indicates management contract or compensatory plan or arrangement. |
|---|---|
| # | Portions of this exhibit have been omitted in accordance with Item 601 of Regulation S-K. |
| * | These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of ESS Tech, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings. |
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