ESS Tech, Inc. (GWH): Entry into a Material Definitive Agreement
ESS Tech, Inc. (GWH) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-1.1 2 exhibit11-amendmentno1tosa.htm EX-1.1 Document AMENDMENT NO. 1 TO SALES AGREEMENT July 16, 2026 Yorkville Ives & Co., LLC 1012 Springfield Avenue Mountainside, NJ 07092 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentle
How this was made
The 30-second read
Why it matters
By appointing Roth Capital Partners as the qualified independent underwriter and removing other agents from that role, the company updates the regulatory FINRA-qualified underwriter structure for future placement share sales.
Market read
This is a financing-structure update for ESS Tech’s ATM program, relevant mainly for dilution/execution expectations rather than immediate fundamentals.
What to watch
Traders should check whether a separate prospectus supplement or placement notice accompanies this amendment, since the 8-K text shown does not include offering size or proceeds.
Background
The 8-K discloses Amendment No. 1 to a previously announced sales agreement dated November 13, 2025, tied to an at-the-market issuance program.
Ticker impact
ESS Tech entered Amendment No. 1 to its sales agreement, replacing qualified independent underwriter roles and appointing Roth as QIU for placement shares.
Near-term impact likely limited, but it can modestly influence dilution/financing sentiment depending on whether sales are active.
This is a primary SEC 8-K disclosure of a definitive agreement amendment, but it does not state new offering size, pricing, or proceeds; it mainly changes underwriter/agent definitions and counsel fee cap.
Market effects
ATM agreement amendments are common for small-cap issuers; read-through is financing flexibility rather than sector fundamentals.
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Counterpoint
The underwriter change may be operational only, with no incremental selling pressure if the company is not actively drawing on the ATM.
Key entities
- issuerESS Tech, Inc.
Company filing the 8-K and entering Amendment No. 1 to its sales agreement for ATM issuance.
- agentYorkville Ives & Co., LLC
Sales agreement party whose agent definitions and notice party details are amended.
- qualified independent underwriterRoth Capital Partners, LLC
Appointed as the qualified independent underwriter (QIU) for placement shares under FINRA rules.
