www.essinc.com<\/a>.<\/p>\nUse of Non-GAAP Financial Measures<\/b><\/p>\n
\nIn this press release and the accompanying earnings call, ESS includes Adjusted EBITDA, which is a non-GAAP performance measure that ESS uses to supplement its results presented in accordance with U.S. GAAP. As required by the rules of the Securities and Exchange Commission (\u201cSEC\u201d), ESS has provided herein a reconciliation of the non-GAAP financial measures contained in this presentation and the accompanying earnings call to the most directly comparable measures under GAAP. ESS\u2019 management believes Adjusted EBITDA is useful in evaluating its operating performance and is a similar measure reported by publicly-listed U.S. companies, and regularly used by securities analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. By providing this non-GAAP measure, ESS\u2019 management intends to provide investors with a meaningful, consistent comparison of ESS\u2019 profitability for the periods presented. Adjusted EBITDA is not intended to be a substitute for net income\/loss or any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.<\/p>\n
\nESS defines and calculates Adjusted EBITDA as net loss before interest expense (income), net, stock-based compensation, depreciation, amortization and asset abandonment, gain on revaluation of common stock warrant liabilities, legal contingency, financing costs and other income, net as they are not indicative of business operations.<\/p>\n
Forward-Looking Statements<\/b><\/p>\n
\nThis communication contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended) concerning the Company and other matters that involve substantial risks and uncertainties. These statements may discuss the management team’s goals, beliefs, hopes, intentions and expectations as to future plans, trends, events, results of operations and financial condition and the related potential effects on ESS, or otherwise, based on current beliefs of the management of the Company, as well as assumptions made by, and information currently available to the Company’s management. These forward-looking statements can be identified by the use of forward-looking terminology, including the words \u201canticipate,\u201d \u201cbelieve,\u201d \u201ccontinue,\u201d \u201ccould,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cmay,\u201d \u201cmight,\u201d \u201cplan,\u201d \u201cpossible,\u201d \u201cpotential,\u201d \u201cpredict,\u201d \u201cproject,\u201d \u201cshould,\u201d \u201cwill,\u201d \u201cwould,\u201d or, in each case, their negative or other variations or comparable terminology may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. Examples of forward-looking statements include, among others, statements pertaining to statements made by the Company\u2019s Chief Executive Officer and Chief Financial Officer, the Company\u2019s sodium-ion strategy and the early-stage opportunities approaching $1 billion identified for its sodium-ion solutions, the timeline for development and market rollout of the Bridge\u2122 system, the letter of intent with Juniper Energy and the potential deployment of 500 MWh or more of energy storage systems and timing related to the same, the letter of intent with Alsym Energy, the Company\u2019s plans to streamline its Wilsonville operations and reduce expenses and cash burn, statements pertaining to the Company\u2019s 2026 outlook and beyond, cash position, the potential and capabilities of the Company\u2019s technology and platform, advancement of operational and commercialization priorities, the Company\u2019s ability to execute on Project New Horizon, including the timing for manufacturing and delivery for Project New Horizon, as well as statements regarding the Company\u2019s partnerships, employees, commercial expectations regarding sales orders, statements regarding our ability to obtain incremental liquidity through financing, the proposed business combination (\u201cProposed Transaction\u201d) and the non-binding letter of intent relating thereto, including the expected combined enterprise value, the potential premium to the Company\u2019s market capitalization, the expected timing for entering into definitive agreements and completing the Proposed Transaction, the expected ownership of the combined company by the Company\u2019s stockholders, and the anticipated benefits of the Proposed Transaction, ESS product development and manufacturing, and relationships with customers. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. There can be no assurance that the future developments affecting ESS will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond ESS\u2019s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, which include, but are not limited to: our ability to raise capital in the near future; our ability to obtain incremental liquidity through financing and strategic alternatives; barriers we face in our attempts to produce our energy storage products; the demand for our sodium-ion solutions and the Bridge\u2122 system not developing as anticipated; our ability to realize and capitalize on sodium-ion opportunities; our ability to generate near-term revenue; delays in the development of our sodium-ion products; our ability to execute definitive agreements with, and deliver to, customers including Juniper Energy; our strategy to allocate resources toward sodium-ion solutions not achieving the anticipated benefits or adversely affecting development of our iron flow technology; our cash burn and cash runway; our ability to secure or maintain a domestic supply chain; risks related to the Company\u2019s ability to execute and meet timelines related to Project New Horizon; our products being in the early stage of commercialization and aspects of our technology not having been fully field tested; our inability to develop our business and effectively commercialize our energy storage products; our dependence on third-party suppliers; our ability to secure or maintain long-term supply relationships with critical suppliers; delays, disruptions or quality control problems in our manufacturing operations; our ability to adequately control our costs, effectively scale our operations and achieve our cost reduction strategy; our reliance on complex machinery; our ability to increase our production capacity; product recalls, defects or performance problems with our products; required maintenance being performed incorrectly or maintenance requirements exceeding our current expectations; our history of losses; our ability to continue as a \u201cgoing concern\u201d; our ability to secure binding orders; failure to deliver the benefits offered by our technology; inability to achieve market acceptance of our products; our ability to sell effectively to large customers; failure to accurately estimate future supply and demand for our products and services; failure to manage our growth effectively; failure to meet the obligations under our sales contracts and service agreements; our ability to complete projects on schedule and within budget; loss of a member of our senior management or other key personnel; changes to our leadership team; expansions into new markets, product lines or services; our warranty obligations; failure to identify or complete commercial or financial transactions; the non-binding letter of intent for the Proposed Transaction may be terminated at any time and may not result in definitive agreements or a completed transaction on the anticipated terms, timeline or valuation, or at all; the parties\u2019 ability to complete due diligence and to negotiate and execute definitive transaction agreements on the anticipated timeline or at all related to the Proposed Transaction; the parties\u2019 ability to satisfy the conditions to, and to consummate, the Proposed Transaction, including obtaining required regulatory approvals and the approval of ESS\u2019s stockholders; our ability to realize the anticipated benefits of the Proposed Transaction; the potential dilution to, and the allocation of combined company ownership ultimately received by, our stockholders; the receipt of required corporate, stockholder and regulatory approvals for the Proposed Transaction; our ability to maintain compliance with the continued listing standards of the New York Stock Exchange; risks relating to the integration of the two businesses and higher than anticipated transaction and integration costs; difficulties and delays in integrating the combined business resulting from the Proposed Transaction; the combined company\u2019s ability to access additional capital on acceptable terms; the ability of the combined business to retain key customers, employees and relationships; the parties\u2019 ability to raise additional capital to fund the combined company\u2019s business plan; cash flow and access to capital; changes in the global trade environment; our relationships with related parties; regulatory challenges; our ability to protect our intellectual property; general economic and market conditions as well as geopolitical developments and other risks and uncertainties described more fully in the section titled \u201cRisk Factors\u201d in the Company’s Annual Report on Form 10-K filed on March 5, 2026, in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 and the Company’s other filings with the U.S. Securities and Exchange Commission. Except as required by law, ESS is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.<\/p>\n
Additional Information and Where to Find It<\/b><\/p>\n
\nIn connection with the Proposed Transaction and depending on the final structure of the Proposed Transaction, the Company expects to file with the Securities and Exchange Commission (the \u201cSEC\u201d) a registration statement on Form S-4 (as may be amended, the \u201cRegistration Statement\u201d), which would include a preliminary proxy statement of ESS and a prospectus (the \u201cProxy Statement\/Prospectus\u201d). Alternatively, ESS may file a standalone proxy statement. In either case, the definitive proxy statement (or definitive Proxy Statement\/Prospectus) and other relevant documents will be mailed to ESS\u2019s stockholders as of a record date to be established for voting on the Proposed Transaction and any other matters as described in the Proxy Statement\/Prospectus. ESS may also file other documents regarding the Proposed Transaction with the SEC. This press release does not contain all of the information that should be considered concerning the Proposed Transaction and is not intended to form the basis of any investment, voting or any other decision in respect of the Proposed Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS OF ESS AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT\/PROSPECTUS AND ANY AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT\/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH ESS\u2019s SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT\/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT ESS, THE COUNTERPARTY TO THE PROPOSED TRANSACTION (THE \u201cCOUNTERPARTY\u201d), THE COMBINED COMPANY AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement\/Prospectus (when available) and all other documents filed or that will be filed with the SEC by ESS, the Counterparty or the combined company without charge, once available, on the SEC\u2019s website at www.sec.gov<\/a>.<\/p>\n\nNEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.<\/p>\n
Participants in the Solicitation<\/b><\/p>\n
\nESS, the Counterparty and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from ESS\u2019s stockholders in connection with the Proposed Transaction. A list of the names of ESS\u2019s directors and executive officers and information regarding their interests in the Proposed Transaction and their ownership of ESS securities are, or will be, contained in ESS\u2019s filings with the SEC, including the Proxy Statement\/Prospectus relating to the Proposed Transaction. Additional information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of ESS\u2019s stockholders in connection with the Proposed Transaction, including the names and interests of ESS\u2019s and the Counterparty\u2019s directors and executive officers, will be set forth in the Proxy Statement\/Prospectus relating to the Proposed Transaction when it is filed with the SEC. Investors and security holders may obtain free copies of these documents as described above.<\/p>\n
No Offer or Solicitation<\/b><\/p>\n
\nThis press release is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction, and shall not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities of ESS, the Counterparty or the combined company, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d), or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.<\/p>\n
![\"Logo\"](\"https:\/\/mms.businesswire.com\/media\/20260811241297\/en\/2728899\/3\/ESS_Logo_Screen_2017_FullColor_RGB_M.jpg\"){kind=logo}
<\/td>\n<\/tr>\n