ESS Tech says GWHT shares may trade OTC from October 5 after NYSE suspension
The exchange cited a US$15M market value rule; ESS says shares remain in holders' accounts and plans to request review.
Ines Halvorsen
Oct. 5 is the date ESS Tech, Inc. OTCMKTSGWHT says its shares may begin trading over the counter, after the New York Stock Exchange suspended them over a US$15 million listing threshold. The NYSE rule measures average global market capitalization over 30 consecutive trading days. NYSE Regulation notified ESS on Oct. 2, and the company said it intends to request a review within ten business days of receiving that notice.
The NYSE quote for GWH NYSEGWH showed a last price of US$0.16 as of Oct. 1 at four seconds past 4 p.m. EDT, before the suspension. That timestamp predates the NYSE action and cannot show a trading response to the suspension. ESS said its common stock may be quoted and traded over the counter under GWHT as of Oct. 5. It does not report a first OTC trade or a price for the new venue.
ESS said shareholders need take no steps because of the suspension. Their shares remain outstanding in the same accounts, and the company says it remains subject to federal securities reporting requirements. It intends to keep filing annual, quarterly and current reports with the Securities and Exchange Commission.
The Wilsonville, Oregon, company describes its business as non-lithium energy storage, including sodium-ion and iron-flow battery systems. Management said it is pursuing strategic transaction opportunities to address its market-value problem. The Oct. 5 release gives no counterparty, transaction terms or completion date.
NYSE Review Window Follows Suspension
The exchange's Oct. 2 notice says its staff had begun proceedings to delist ESS under Section 802.01B of the NYSE Listed Company Manual and suspended trading immediately. The exchange had previously announced on Sept. 24 that ESS could no longer demonstrate compliance with the market-value rule by the end of the maximum plan period.
A suspension is the current exchange action; the NYSE notice describes further steps before a formal delisting. ESS has the right to ask a committee of the exchange's board to review the determinations. The NYSE says it will apply to the SEC to delist the shares after applicable procedures, including any appeal, are complete. ESS has announced its intention to make that written request.
"Our focus remains on the pursuit of all strategic transaction opportunities on an expedited basis that would address the market capitalization issues and enable continuation of the listed company," ESS chief executive Drew Buckley said in the Oct. 5 release.
ESS's release identifies reduced liquidity and the possibility of further price declines as risks of OTC trading. It does not identify a transaction counterparty, a sale price or a date for a strategic deal. The trading change arrives while management looks for a deal that could address the listing problem.
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ESS's next stated deadline is the ten-business-day window after its Oct. 2 NYSE notice to submit a written request for committee review. The exchange says a separate SEC delisting application would follow completion of its procedures, including any company appeal.
