ESS Tech, Inc. Form 8-K Summary
Business Context and Reporting Period
ESS Tech, Inc. filed a Form 8-K concerning a change in its independent registered public accounting firm. The report identifies April 10, 2023 as the date of the earliest reported event and was signed April 14, 2023. The company’s common stock and warrants trade on the New York Stock Exchange under the symbols GWH and GWH.W.
Key Financial Metrics and Liquidity
This filing does not provide current revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics.
Material Changes Versus the Prior Comparable Period
- Ernst & Young LLP informed ESS Tech on April 10, 2023 that it declined to stand for re-election as the company’s auditor for the fiscal year ending December 31, 2023.
- EY will continue performing services related to the quarter ended March 31, 2023.
- The company is evaluating Big Four accounting firms and will disclose its engagement of a new auditor after the process is completed.
- EY’s audit reports for the years ended December 31, 2022 and 2021 contained no adverse opinion, disclaimer, or qualification relating to uncertainty, audit scope, or accounting principles.
Management Commentary, Risks, and Unusual Items
- The company stated that there were no reportable disagreements with EY regarding accounting principles, financial statement disclosure, or audit scope and procedures.
- A material weakness related to the identification and review of technical issues involving research and development, raw-material purchase commitments, and equity processes was remediated.
- A material weakness concerning the operating effectiveness of controls over the review and analysis of certain transactions in the financial statement close process remained unremediated as of the report date.
- The continuing internal-control material weakness may increase the risk of errors in financial reporting and could affect the timing or quality of future filings.
- EY provided a letter dated April 14, 2023 agreeing with the company’s disclosures; the letter was filed as Exhibit 16.1.
Important Facts for Investors to Verify
- Whether and when ESS Tech appoints a replacement independent registered public accounting firm.
- Whether the remaining material weakness is remediated and whether additional control deficiencies are identified.
- Whether the auditor transition affects the timing or conclusions of the March 31, 2023 quarterly review or future audits.
- The company’s subsequent financial statements for revenue, cash usage, liquidity, debt, and operating performance, which are not provided in this filing.