Energous Corp 10-K

Item 8. Financial Statements and Supplementary Data. 34 Energous Corporation INDEX TO FINANC IAL STATEMENTS Page(s) Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 ) 36 Balance Sheets as of December 31, 2023 and 2022 38 Statements of Operations for the years ended December 31, 2023 and 2022 39 Statement of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022 40 Statements of Cash Flows for the years ended December 31, 2023 and 2022 41 Notes to Financial Statements 42 35 REPORT OF INDEPENDENT REGI STERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Energous Corporation Opinion on the Financial Statements We have audited the accompanying balance sheets of Energous Corporation (the “Company”) as of December 31, 2023 and 2022, the related statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Going Concern – Refer to Note 2 to the financial statements Critical Audit Matter Description The Company has incurred operating losses and negative cash flows from operations. As the Company is dependent on its ability to raise funds in the future, to continue as a going concern, it places higher reliance on projected financial information in ascertaining that no substantial doubt exists for it to continue as a going concern. In evaluating management’s assessment of whether substantial doubt exists, and the projected financial information used in such an evaluation, we identified assessing the reasonableness of management’s such evaluation of the Company’s ability to continue as a going concern and related disclosures as a critical audit matter. This matter 36 required a high degree of auditor judgment and increased effort when performing audit procedures to evaluate (1) the reasonableness of management’s forecasted revenues, operating expenses, and projected ending cash balance as of March 31, 2025, and (2) the adequacy of the consolidated financial statements disclosure related to the going concern assessment. How the Critical Audit Matter was Addressed in the Audit The primary audit procedures we performed to address this critical audit matter included the following: • We evaluated the design of the internal control related to the Company’s going concern assessment. • We evaluated the reasonableness of the Company’s forecasted revenues, operating expenses, and the projected cash balance as of March 31, 2025 (collectively, “forecasts”), by (1) inquiring of the senior management to gain an understanding of the Company’s operations and strategy, and (2) testing the forecasts by challenging the significant assumptions used by management in calculating such forecasts. • We also assessed management’s ability to forecast revenue and cash flows by comparing prior year forecasts to actual financial results. • We assessed the adequacy of the consolidated financial statements’ disclosure related to the going concern assessment by comparing it to the audit evidence obtained. /s/ Marcum llp Marcum llp We have served as the Company’s auditor since 2013. San Jose, CA March 28, 2024 37 Energous Corporation BALANCE SHEETS As of December 31, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 13,936,050 $ 26,287,293 Accounts receivable, net 101,554 143,353 Inventory 429,638 105,821 Prepaid expenses and other current assets 539,145 827,551 Total current assets 15,006,387 27,364,018 Property and equipment, net 428,904 429,035 Operating right-of-use lease assets 1,240,042 1,959,869 Total assets $ 16,675,333 $ 29,752,922 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,879,334 $ 900,765 Accrued expenses 1,253,937 1,790,414 Accrued severance 133,598 416,516 Warrant liability 619,575 — Operating lease liabilities, current portion 707,251 705,894 Deferred revenue 27,082 29,727 Total current liabilities 4,620,777 3,843,316 Long-term liabilities: Operating lease liabilities, long-term portion 556,879 1,264,131 Total liabilities 5,177,656 5,107,447 Commitments and contingencies Stockholders’ equity: Preferred Stock, $ 0.00001 par value, 10,000,000 shares authorized at December 31, 2023 and December 31, 2022; no shares issued or outstanding — — Common Stock, $ 0.00001 par value, 200,000,000 shares authorized at December 31, 2023 and December 31, 2022; 5,471,121 and 3,947,267 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively. 930 789 Additional paid-in capital 393,538,809 387,319,985 Accumulated deficit ( 382,042,062 ) ( 362,675,299 ) Total stockholders’ equity 11,497,677 24,645,475 Total liabilities and stockholders’ equity $ 16,675,333 $ 29,752,922 The accompanying notes are an integral part of these financial statements. 38 Energous Corporation STATEMENTS OF OPERATIONS For the Year Ended December 31, 2023 2022 Revenue $ 474,184 $ 851,321 Expenses: Cost of revenue 279,083 1,277,565 Research and development 10,810,570 12,497,781 Sales and marketing 3,852,393 4,884,959 General and administrative 7,272,464 8,078,950 Severance expense 359,419 798,391 Total expenses 22,573,929 27,537,646 Loss from operations ( 22,099,745 ) ( 26,686,325 ) Other (expense) income: Offering costs related to warrant liability ( 591,670 ) — Change in fair value of warrant liability 2,515,425 — Interest income 809,227 411,065 Total other income 2,732,982 411,065 Net loss $ ( 19,366,763 ) $ ( 26,275,260 ) Basic and diluted loss per common share $ ( 4.15 ) $ ( 6.78 ) Weighted average shares outstanding, basic and diluted 4,663,594 3,874,295 The accompanying notes are an integral part of these financial statements. 39 Energous Corporation STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY Common Stock Additional Total Shares Amount Paid-in Capital Accumulated Deficit Stockholders’ Equity Balance, January 1, 2022 3,833,360 $ 767 $ 383,383,550 $ ( 336,400,039 ) $ 46,984,278 Stock-based compensation - stock options — — 74,771 — 74,771 Stock-based compensation - restricted stock units (“RSUs”) — — 2,581,726 — 2,581,726 Stock-based compensation - employee stock purchase plan (“ESPP”) — — 124,053 — 124,053 Stock-based compensation - performance share units (“PSUs”) — — 138,287 — 138,287 Issuance of shares for RSUs 51,162 10 ( 10 ) — — Issuance of shares for PSUs 6,779 1 ( 1 ) — — Shares purchased from contributions to the ESPP 17,297 3 272,830 — 272,833 Issuance of shares in an at-the-market ("ATM") placement, net of $ 73,403 in issuance costs 38,669 8 744,779 — 744,787 Net loss — — — ( 26,275,260 ) ( 26,275,260 ) Balance, December 31, 2022 3,947,267 789 387,319,985 ( 362,675,299 ) 24,645,475 Stock-based compensation - stock options — — 84,741 — 84,741 Stock-based compensation - RSUs — — 1,532,911 — 1,532,911 Stock-based compensation - ESPP — — 43,831 — 43,831 Stock-based compensation - PSUs — — 16,467 — 16,467 Issuance of shares for RSUs 64,062 9 ( 9 ) — — Issuance of shares for PSUs 1,125 — — — — Shares purchased from contributions to the ESPP 20,366 3 72,927 — 72,930 Cash in lieu of shares from reverse stock split ( 1,857 ) — — — — Issuance of shares in an ATM placement, net of $ 197,647 in issuance costs 975,658 45 4,239,539 — 4,239,584 Issuance of shares in a sale of common stock, net of $ 3,166,139 in issuance costs and fair value of liability warrant 412,500 83 133,778 — 133,861 Issuance of shares in a sale of common stock to Chief Executive Officer 52,000 1 94,639 — 94,640 Net loss — — — ( 19,366,763 ) ( 19,366,763 ) Balance, December 31, 2023 5,471,121 $ 930 $ 393,538,809 $ ( 382,042,062 ) $ 11,497,677 The accompanying notes are an integral part of these financial statements. 40 Energous Corporation STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2023 2022 Cash flows from operating activities: Net loss $ ( 19,366,763 ) $ ( 26,275,260 ) Adjustments to reconcile net loss to: Net cash used in operating activities: Depreciation and amortization 187,209 246,156 Stock based compensation 1,677,950 2,918,837 Change in operating lease right-of-use assets 719,827 730,452 Inventory net realizable value adjustment 167,413 — Bad debt (recovered) expensed ( 12,500 ) 40,737 Change in fair value of warrant liability ( 2,515,425 ) — Offering costs allocated to warrant liability 591,670 — Changes in operating assets and liabilities: Accounts receivable 54,299 99,512 Inventory ( 491,230 ) ( 105,821 ) Prepaid expenses and other current assets 288,406 47,335 Other assets — 11,991 Accounts payable 978,569 ( 305,192 ) Accrued expenses ( 536,477 ) 267,097 Accrued severance ( 282,918 ) ( 558,923 ) Operating lease liabilities ( 705,895 ) ( 770,031 ) Deferred revenue ( 2,645 ) 16,363 Net cash used in operating activities ( 19,248,510 ) ( 23,636,747 ) Cash flows from investing activities: Purchases of property and equipment ( 187,078 ) ( 164,994 ) Net cash from investing activities ( 187,078 ) ( 164,994 ) Cash flows from financing activities: Net proceeds from an ATM offering 4,239,584 744,787 Net proceeds from a registered offering of common stock and warrants 2,677,191 — Proceeds from a sale of common stock to the Chief Executive Officer 94,640 — Proceeds from contributions to employee stock purchase plan 72,930 272,833 Net cash provided by financing activities 7,084,345 1,017,620 Net decrease in cash and cash equivalents ( 12,351,243 ) ( 22,784,121 ) Cash and cash equivalents - beginning 26,287,293 49,071,414 Cash and cash equivalents - ending $ 13,936,050 $ 26,287,293 Supplemental disclosure of non-cash financing activities: Increase in operating lease right-of-use assets and operating lease liabilities $ — $ 2,071,336 Common stock issued for RSUs $ 9 $ 10 Common stock issued for PSUs $ — $ 1 The accompanying notes are an integral part of these financial statements. 41 ENERGOUS CORPORATION Notes to Financi al Statements Note 1 – Business Organization, Nature of Operations Description of Business Energous Corporation ("the Company") has developed a wireless power networks technology (“WPNT”), consisting of semiconductor chipsets, software controls, hardware designs and antennas, that enable radio frequency (“RF”) based charging for Internet of Things (“IoT”) devices. The WPNT has a broad spectrum of capabilities to enable the next generation of wireless power networks, delivering power and data in a seamless device portfolio. This includes near field and at-a-distance wireless charging with multiple power levels at various distances. The Company believes its technology is innovative in its approach, in that the Company is developing solutions that charge IoT devices using RF technology. To date, the Company has developed and released to production multiple transmitters and receivers, including prototypes and partner production designs. The transmitters vary based on form factor and power specifications and frequencies, while the receivers are designed to support a myriad of wireless charging applications including: Device Type Application RF Tags Cold Chain, Asset Tracking, Medical IoT IoT Sensors Cold Chain, Logistics, Asset Tracking Electronic Shelf Labels Retail and Industrial IoT The first end product featuring the Company's technology entered the market in 2019. The Company started shipping its first at-a-distance wireless PowerBridges for commercial IoT applications in the fourth quarter of 2021 and expects additional wireless power enabled products to be released as the Company's business moves forward. Reverse Stock Split On June 14, 2023, at the Company's 2023 annual meeting of stockholders, the Company's stockholders approved a proposal to effect a reverse stock split of the Company's common stock by a ratio not to exceed 1-for- 20 . On August 15, 2023, the Company announced that its Board of Directors had determined to set the reverse stock split ratio at 1-for- 20 and that the Company's common stock would begin trading at the split-adjusted price beginning August 16, 2023. Upon effectiveness of the reverse stock split, every twenty shares of issued and outstanding common stock held were converted into one share of common stock. No fractional shares were distributed as a result of the reverse stock split and stockholders were entitled to a cash payment in lieu of fractional shares. Additionally, the par value of the Company's common stock did not change. All information presented herein, unless otherwise indicated herein, reflects the 1-for- 20 reverse stock split of the Company’s outstanding shares of common stock, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth herein have been adjusted to give effect to such reverse stock split. 42 Note 2 – Liquidity and Management Plans During the years ended December 31, 2023 and 2022, the Company has recorded revenue of $ 474,184 and $ 851,321 , respectively. The Company incurred a net loss of $ 19,366,763 and $ 26,275,260 for the years ended December 31, 2023 and 2022, respectively. Net cash used in operating activities was $ 19,248,510 and $ 23,636,747 for the years ended December 31, 2023 and 2022, respectively. However, the Company is currently meeting its liquidity requirements through the proceeds of securities offerings that raised net proceeds of $ 27,043,751 during 2021, $ 744,787 during 2022 and $ 6,916,775 during 2023, along with proceeds from the sale of the Company's common stock to Cesar Johnston, the Company's President and Chief Executive Officer, contributions to the employee stock purchase plan (“ESPP”) and payments received from customers. As of December 31, 2023, the Company had cash on hand of $ 13,936,050 . The Company expects that cash and cash equivalents as of December 31, 2023, together with anticipated additional proceeds from the ATM financing during 2024, proceeds from the Company's securities offering that closed on February 20, 2024, continued cost and expense reductions and collections generated by anticipated revenues, will be sufficient to fund the Company's operations through March 2025. Research and development of new technologies is by its nature unpredictable. Although the Company intends to continue its research and development activities, there can be no assurance that its available resources and revenue generated from its business operations will be sufficient to sustain its operations. Accordingly, the Company expects to pursue additional cost and expense reductions in addition to financing, which could include offerings of equity or debt securities, bank financings, commercial agreements with customers or strategic partners, and other alternatives, depending upon market conditions. There is no assurance that such cost and expense reductions and financing will be available on terms that the Company would find acceptable, or at all. If the Company is unsuccessful in implementing this plan, the Company will be required to make further cost and expense reductions or modifications to its on-going and strategic plans. The market for products using the Company’s technology is broad and evolving, but remains nascent and unproven, so the Company’s success is dependent upon many factors, including customer acceptance of its existing products, technical feasibility of future products, regulatory approvals, the development of complementary technologies, competition and global market fluctuations. Note 3 – Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements as well as the reported expenses during the reporting periods. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. 43 Note 3 – Summary of Significant Accounting Policies, continued Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using an appropriate valuation model. Such warrant classification is also subject to re-evaluation at each reporting period. Offering costs associated with warrants classified as liabilities are expensed as incurred and are presented as offering cost related to warrant liability in the statement of operations. Offering costs associated with the sale of warrants classified as equity are charged against proceeds. Fair Value The Company follows ASC 820, Fair Value Measurements (“ASC 820”), which establishes a common definition of fair value to be applied when US GAAP requires the use of fair value, establishes a framework for measuring fair value, and requires certain disclosure about such fair value measurements. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities to which the Company has access at a measurement date. • Level 2: Observable inputs other than Level 1 quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Unobservable inputs for which little or no market data exists and for which the Company must develop its own assumptions regarding the assumptions that market participants would use in pricing the asset or liability, including assumptions regarding risk. Because of the uncertainties inherent in the valuation of assets or liabilities for which there are no observable inputs, those estimated fair values may differ significantly from the values that may have been used had a ready market for the assets or liabilities existed. 44 Note 3 – Summary of Significant Accounting Policies, continued The carrying amounts of the Company’s financial assets and liabilities, such as cash, cash equivalents, prepaid expenses, other current assets, and accounts payable & accrued expenses, are an approximate of their fair values because of the short maturity of these instruments. The Company’s derivative liabilities recognized at fair value on a recurring basis are a level 3 measurement (see Note 11 – Fair Value Measurement). Revenue Recognition The Company follows Accounting Standards Codification (“ASC”) 606, "Revenue from Contracts with Customers" (“Topic 606”). In accordance with Topic 606, the Company recognizes revenue using the following five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price of the contract. 4. Allocate the transaction price to the performance obligations of the contract. 5. Recognize revenue when or as the performance obligations are satisfied. The Company’s revenue consists of its single segment of wireless charging system solutions. The wireless charging system revenue consists of revenue from product development projects and production-level systems. During the years ended December 31, 2023 and 2022, the Company recognized $ 474,184 and $ 851,321 in revenue, respectively. The Company records revenue associated with product development projects that it enters into with certain customers. In general, these product development projects are complex, and the Company does not have certainty about its ability to achieve the project milestones. The achievement of a milestone is dependent on the Company’s performance obligation and requires acceptance by the customer. The Company recognizes this revenue at the point in time at which the performance obligation is met. The payment associated with achieving the performance obligation is generally commensurate with the Company’s effort or the value of the deliverable and is nonrefundable. The Company records the expenses related to these product development projects in research and development expense, in the periods such expenses were incurred. Inventory The Company follows ASC Topic 330, Inventory (“Topic 330”) to account for its inventory, which includes finished goods ready for sale, work in process and raw materials, at the lower of cost or net realizable value. Net realizable value is calculated at the end of each reporting period and adjustment, if needed, is made. Cost is determined by the first-in, first-out ("FIFO") method. Research and Development Research and development expenses are charged to operations as incurred. For internally developed patents, all patent application costs are expensed as incurred as research and development expense. Patent application costs, which are generally legal costs, are expensed as research and development costs until such time as the future economic benefits of such patents become more certain. The Company incurred research and development costs of $ 10,810,570 and $ 12,497,781 for the years ended December 31, 2023 and 2022, respectively. 45 Note 3 – Summary of Significant Accounting Policies, continued Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with accounting guidance that requires awards to be recorded at their fair value on the date of grant and are amortized over the vesting period of the award. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the equity instrument issued. Forfeitures are recognized as they occur. Under the Company’s Employee Stock Purchase Plan (“ESPP”), employees may purchase a limited number of shares of the Company’s stock at a 15 % discount from the lower of the closing market prices measured on the first and last days of each half-year period. The Company recognizes stock-based compensation expense for the fair value of the purchase options, as measured on the grant date. Income Taxes Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2023, no liability for unrecognized tax benefits was required to be reported. The guidance also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the years ended December 31, 2023 and 2022. The Company files income tax returns with the United States and California governments. Property and Equipment The Company currently uses the following expected life terms for depreciating property and equipment: computer software – 1 - 2 years , computer hardware – 3 years , furniture and fixtures – 7 years , leasehold improvements – remaining life of the lease . Accounting for Reverse Stock Split During the year ended December 31, 2023, the Company effected a reverse stock split of its common stock at a ratio of 1-for- 20 (See Note 1 - Business Organization, Nature of Operations, Reverse Stock Split). On August 15, 2023, the Company had 92,069,632 shares of common stock issued and outstanding prior to the reverse stock split taking effect. On August 16, 2023, the Company had 4,601,654 shares of outstanding common stock after the reverse stock split became effective. No fractional shares were issued in connection with the reverse stock split, and stockholders of record who would have otherwise been entitled to receive a fractional share received a cash payment in lieu thereof. The Company paid approximately $ 6,250 for cash in lieu of fractional shares. The par value of the Company's common stock did not change and no adjustments to historical par value were made. All information presented in the accompanying financial statements, unless otherwise indicated herein, reflects the 1-for- 20 reverse stock split of the Company’s outstanding shares of common stock, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth herein have been adjusted to give effect to such reverse stock split. Net Loss Per Common Share Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method), the vesting of restricted stock units (“RSUs”) and performance stock units (“PSUs”) and the enrollment of employees in the ESPP. The computation of diluted loss per share excludes potentially dilutive securities of 582,567 and 206,603 for the years ended December 31, 2023 and 2022, respectively, because their inclusion would be antidilutive. 46 Note 3 – Summary of Significant Accounting Policies, continued Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. For the Years Ended December 31, 2023 2022 Warrants issued to private investors 495,833 83,333 Options to purchase common stock 15,000 15,013 RSUs 71,734 108,257 Total potentially dilutive securities 582,567 206,603 The table above includes 83,333 warrants expiring March 1, 2024, with an exercise price of $ 200.00 and 412,500 warrants expiring on March 28,2029, which have an exercise price of $ 1.66 . Leases The Company determines if an arrangement is a lease at the inception of the arrangement. The Company applies the short-term lease recognition exemption and recognizes lease payments in profit or loss at lease commencement for facility or equipment leases that have a lease term of 12 months or less and do not include a purchase option whose exercise is reasonably certain. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are measured and recorded at the service commencement date based on the present value of lease payments over the lease term. The Company uses the implicit interest rate when readily determinable; however, most leases do not establish an implicit rate, so the Company uses an estimate of the incremental borrowing rate based on the information available at the time of measurement. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 6 – Commitments and Contingencies, Operating Leases for further discussion of the Company’s operating leases. Note 4 – Property and Equipment Property and equipment are as follows: As of December 31, 2023 2022 Computer software $ 900,641 $ 978,147 Computer hardware 2,283,837 2,144,364 Furniture and fixtures 488,465 488,465 Leasehold improvements 782,538 782,538 4,455,481 4,393,514 Less – accumulated depreciation ( 4,026,577 ) ( 3,964,479 ) Total property and equipment, net $ 428,904 $ 429,035 The Company disposed of $ 125,112 and $ 166,192 in property and equipment during the years ended December 31, 2023 and 2022, respectively. Total depreciation and amortization expense of the Company’s property and equipment was $ 187,209 and $ 246,156 for the years ended December 31, 2023 and 2022, respectively. 47 Note 5 – Accrued Expenses Accrued expenses consist of the following: As of December 31, 2023 2022 Accrued compensation $ 992,743 $ 1,306,503 Accrued legal expenses 147,506 298,546 Other accrued expenses 113,688 185,365 Total $ 1,253,937 $ 1,790,414 Note 6 – Commitments and Contingencies Operating Leases San Jose Lease On May 20, 2022, the Company signed a lease amendment to the existing lease of its office space at its corporate headquarters in San Jose, California, extending the term of the lease for an additional three years . Upon signing the lease amendment, the Company recorded a new ROU lease asset of $ 2,071,336 and operating lease liability of $ 2,071,336 , using a present value discount rate of 3.0 % which was used as an incremental borrowing rate for a hypothetical fully collateralized real estate transaction. Upon expiration of the original lease on September 30, 2022, the new monthly lease payment starting October 1, 2022 was $ 58,903 , subject to annual escalations up to a maximum monthly lease payment of $ 62,490 . Costa Mesa Lease On September 22, 2021, the Company signed a new Costa Mesa lease to lease a new, distinct office space in a different building with the same landlord. Per the lease, the stated commencement date was October 1, 2021 with the lease running through September 30, 2023, and the Company did not take control of the new office space until October 2021, at which time the Company recorded a new right-of-use asset of $ 104,563 and operating lease liability of $ 104,563 . The new Costa Mesa lease had an initial monthly lease payment of $ 4,369 which started on October 1, 2021, subject to an annual escalation up to a maximum monthly lease payment of $ 4,522 . The lease expired on September 30, 2023 and was not renewed. Operating Lease Commitments The Company follows ASC 842, Leases, (“Topic 842”) and recognizes the required ROU assets and operating lease liabilities on its balance sheet. The Company anticipates having future total lease payments of $ 1,295,905 during the period from the first quarter of 2024 to the third quarter of 2025. As of December 31, 2023, the Company has total operating lease right-of-use assets of $ 1,240,042 , current portion operating lease liabilities of $ 707,251 and long-term portion of operating lease liabilities of $ 556,879 . The weighted average remaining lease term is 1.75 years as of December 31, 2023. 48 Note 6 – Commitments and Contingencies, continued Operating Leases, continued Operating Lease Commitments , continued The future minimum lease payments for leased locations are as follows: For the Year Ended December 31, Amount 2024 733,497 2025 562,408 Total future lease payments 1,295,905 Present value discount (3.0% weighted average) ( 31,775 ) Total operating lease liabilities $ 1,264,130 Hosted Design Solution Agreement In June 2021, the Company entered into an electronic design automation software in a hosted environment license agreement with a term of three years under which the Company is required to remit quarterly payments of approximately $ 233,000 through the second quarter of 2024. Litigations, Claims, and Assessments The Company is from time to time involved in various disputes, claims, liens and litigation matters arising in the normal course of business. While the outcome of these disputes, claims, liens and litigation matters cannot be predicted with certainty, after consulting with legal counsel, management does not believe that the outcome of these matters will have a material adverse effect on the Company's combined financial position, results of operations or cash flows. MBO Bonus Plan On March 15, 2018, the Company’s Board of Directors (“Board”), on the recommendation of the Board’s Compensation Committee (“Compensation Committee”), approved the Energous Corporation MBO Bonus Plan (“Bonus Plan”) for executive officers of the Company. To be eligible to receive a bonus under the Bonus Plan, an executive officer must be continuously employed throughout the applicable performance period, in good standing, and achieve the performance objectives selected by the Compensation Committee. Under the Bonus Plan, the Compensation Committee is responsible for selecting the amounts of potential bonuses for executive officers, the performance metrics used to determine whether any such bonuses will be paid and determining whether those performance metrics have been achieved. During the years ended December 31, 2023 and 2022, the Company recognized a total of $ 698,842 and $ 1,293,875 , respectively, in expense under the Bonus Plan. As of December 31, 2023, $ 530,888 of the 2023 amount was not yet paid and is included in accrued expenses. The expense under the Bonus Plan is recorded under operating expenses on the Company’s Statement of Operations within each executive’s department. Severance and Change in Control Agreement On March 15, 2018, the Compensation Committee approved a form of Severance and Change in Control Agreement (“Severance Agreement”) that the Company may enter into with executive officers (each, an “Executive”). 49 Note 6 – Commitments and Contingencies, continued Severance and Change in Control Agreement, continued Under the Severance Agreement, if an Executive is terminated in a qualifying termination, the Company agrees to pay the Executive six to 12 months of that Executive’s monthly base salary. If Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) the Company will pay the full amount of Executive’s premiums under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the six to 12 month period following the Executive’s termination. Executive Employee Agreement – Cesar Johnston On December 9, 2021, the Company announced that Cesar Johnston had been appointed as the Company’s Chief Executive Officer. In connection with Mr. Johnston’s appointment as Chief Executive Officer, the Company and Mr. Johnston executed an offer letter dated as of December 6, 2021. Under the offer letter, Mr. Johnston will receive an annual base salary of $ 400,000 per year. Beginning in year 2022, he is eligible to receive a discretionary annual bonus of up to 100 % of his base salary, at the recommendation of the Company’s Compensation Committee, with the approval of the Company’s Board of Directors. In addition, as an inducement to accept his appointment as Chief Executive Officer, Mr. Johnston received, subject to continued employment, (a) a special one-time sign-on bonus in the amount of $ 120,000 , payable in two equal installments of $ 60,000 each on the first payroll date in 2022 and the first payroll date after December 6, 2022, (b) a grant of 7,500 restricted stock units to acquire shares of the Company’s common stock, one third of which vested on December 6, 2022 and the remaining two thirds of which will vest in eight equal installments of 625 each on each quarterly anniversary thereafter and (c) a grant of an option to purchase 15,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on the grant date, half of which shall vest on December 31, 2023, a quarter of which shall vest on December 31, 2024 and the remainder of which shall vest on December 31, 2025. Also pursuant to the terms of his offer letter, Mr. Johnston is eligible for (a) an additional equity award in the amount of 14,350 PSUs to acquire shares of the Company’s common stock, to vest at various amounts to be agreed upon by the Board per year over a three year period commencing January 1, 2022 and ending December 31, 2024, upon the achievement of performance criteria to be mutually established by Mr. Johnston and the Compensation Committee, and (b) an additional equity award of up to 1,250 PSUs per calendar year for each of 2022, 2023 and 2024, based on outperformance of agreed upon goals per calendar year, as determined by the Compensation Committee with approval of the Board. On July 20, 2022, the Board approved, by unanimous written consent, the grant to Mr. Johnston of up to 14,350 PSUs pursuant to the terms of Mr. Johnston’s offer letter. The 14,350 PSUs that have been approved shall vest as follows: (a) up to 9,350 PSU shares shall vest on December 31, 2022, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics previously determined by the Compensation Committee and approved by the Board, and (b) up to an additional 2,500 PSU shares shall vest on each of December 31, 2023 and December 31, 2024, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics to be recommended by the Compensation Committee and approved by the Board at a subsequent date. As of December 31, 2023, the Board had not yet approved the performance criteria applicable to the up to 2,500 PSU shares that will vest on December 31, 2024; therefore, these 2,500 PSUs have not been considered granted. 50 Note 6 – Commitments and Contingencies, continued Executive Employee Agreement – Cesar Johnston, continued In connection with Mr. Johnston’s appointment as Chief Executive Officer, the Company and Mr. Johnston additionally entered into an amended and restated severance and change in control agreement, dated as of December 6, 2021. In the event of a termination that is not a change-in-control qualifying termination, Mr. Johnston is entitled to (a) a one-time lump sum payment by the Company in an amount equal to 18 months of his monthly base salary plus an amount equal to 100 % of his target bonus plus, if agreed by the Compensation Committee, a discretionary bonus for the year in which the termination occurs, (b) any outstanding unvested equity awards held by Mr. Johnston that would vest in the next 18 months of continuing employment (other than any equity awards that vest upon satisfaction of performance criteria) will accelerate and become vested and (c) if Mr. Johnston timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company or its successor will pay the full amount of Mr. Johnston’s COBRA premiums on his behalf for 18 months. Mr. Johnston’s agreement additionally provides that, in the event of a change-in-control qualifying termination, Mr. Johnston is entitled to (a) a one-time lump sum payment by the Company in an amount equal to 18 months of his monthly base salary plus an amount equal to 150 % of his target bonus plus a prorated bonus for the year in which the termination occurs, (b) any outstanding unvested equity awards held by Mr. Johnston (including any equity awards that vest upon satisfaction of performance criteria) will accelerate in full and become vested and (c) if Mr. Johnston timely elects continued coverage under COBRA, the Company or its successor will pay the full amount of Mr. Johnston’s COBRA premiums on his behalf for 18 months. Mr. Johnston is also eligible to receive all customary and usual benefits generally available to senior executives of the Company. Executive Transition Agreement – Stephen Rizzone On April 3, 2015, the Company entered into an Amended and Restated Executive Employment Agreement with Stephen R. Rizzone, the Company’s President and Chief Executive Officer (“Employment Agreement”). The Employment Agreement effective as of January 1, 2015 , had an initial term of four years and automatically renewed each year after the initial term. The Employment Agreement provided for an annual base salary of $ 365,000 , and Mr. Rizzone was eligible to receive quarterly cash bonuses from the MBO Bonus Plan with a total target amount equal to 100 % of his base salary based upon achievement of performance-based objectives established by the Board. On July 9, 2021, the Company announced that Stephen R. Rizzone had retired from his position as the Company’s President and Chief Executive Officer and as a member of the Board. In connection with Mr. Rizzone’s retirement, the Company and Mr. Rizzone entered into an Executive Transition Agreement (“Separation Agreement”), providing for continued employment through August 31, 2021. Upon his termination of employment, the Separation Agreement provides severance payments and benefits to Mr. Rizzone consistent with the terms of his existing employment agreement with the Company, including without limitation: compensation-based payments of $ 1,460,000 in the aggregate, payable under a certain payment scheme as set forth therein, an additional lump sum cash payment of $ 2,000,000 , a pro-rated bonus payment for the two months of employment during the current quarterly bonus period payable at the same time bonus payments are made to other executives of the Company, settlement of deferred vested restricted stock units and an extension of the exercise periods of all stock options held by Mr. Rizzone until the one year anniversary of his termination date, and additional benefits related to Mr. Rizzone’s medical insurance. In addition, the Company will pay-off all amounts owed under a lease agreement relating to a Company Car and Mr. Rizzone will receive the title to the vehicle. All compensation under the Separation Agreement will be subject to applicable withholding. As of December 31, 2023 and 2022, the Company had $ 0 and $ 411,607 , respectively, in unpaid severance expense pertaining to Mr. Rizzone's Separation Agreement. 51 Note 6 – Commitments and Contingencies, continued Executive Transition Agreement – Neeraj Sahejpal On April 29, 2022, the Company announced the departure of Neeraj Sahejpal, former Senior Vice President of Marketing and Business Development, effective April 30, 2022. Pursuant to the terms of Mr. Sahejpal’s severance and change of control agreement with the Company, Mr. Sahejpal received payments and benefits including compensation equal to 12 months of Mr. Sahejpal’s then-current salary of $ 261,250 , 12 months of maximum potential bonus of $ 261,250 , and 12 months of COBRA reimbursements. In addition, all RSUs held by Mr. Sahejpal that were due to vest in the 12 months after his departure, totaling RSUs covering 85,943 shares, were accelerated. The Company recorded $ 798,391 in total severance expense pertaining to Mr. Sahejpal’s departure for the year ended December 31, 2022, including $ 252,609 in stock-based compensation as a result of accelerated vesting of RSUs. As of December 31, 2023, the Company had no unpaid accrued severance expense pertaining to Mr. Sahejpal's agreement. Executive Transition Agreement – William Mannina On July 20, 2023, the Company announced the departure of William Mannina, former Acting Chief Financial Officer, effective August 16, 2023. Pursuant to the terms of a letter agreement between Mr. Mannina and the Company, Mr. Mannina will receive payments and benefits including cash severance payments equivalent to nine months of his then-current salary of $ 265,825 and premium payments for continued healthcare coverage for nine months following his resignation effective date. Mr. Mannina’s restricted stock units continued to vest through August 16, 2023. As of December 31, 2023, the Company had accrued unpaid severance expense of $ 127,593 pertaining to Mr. Mannina's agreement. Strategic Alliance Agreement In November 2016, the Company and Dialog Semiconductor plc (“Dialog”), a related party (see Note 10—Related Party Transactions), entered into a Strategic Alliance Agreement (“Alliance Agreement”) for the manufacture, distribution and commercialization of products incorporating the Company’s wire-free charging technology (“Licensed Products”). Pursuant to the terms of the Alliance Agreement, the Company agreed to engage Dialog as the exclusive supplier of the Licensed Products for specified fields of use, subject to certain exceptions (the “Company Exclusivity Requirement”). Dialog agreed to not distribute, sell or work with any third party to develop any competing products without the Company’s approval (the “Dialog Exclusivity Requirement”). In addition, both parties agreed on a revenue sharing arrangement and will collaborate on the commercialization of Licensed Products based on a mutually-agreed upon plan. Each party will retain all of its intellectual property. The Alliance Agreement has an initial term of seven years , with automatic renewal annually thereafter unless terminated by either party upon 180 days’ prior written notice. Under the terms of the Alliance Agreement, the Company could terminate the Alliance Agreement at any time after the third anniversary of the Agreement upon 180 days’ prior written notice to Dialog, or if Dialog breaches certain exclusivity obligations. Dialog could terminate the Alliance Agreement if sales of Licensed Products did not meet specified targets. The Company Exclusivity Requirement had a termination date of the earlier of January 1, 2021 or the occurrence of certain events relating to the Company’s pre-existing exclusivity obligations. The Company Exclusivity Requirement renewed automatically on an annual basis unless the Company and Dialog agree to terminate the requirement. On September 20, 2021, the Company was notified by Dialog, then recently acquired by Renesas Electronics Corporation, that it was terminating the Alliance Agreement. There is a wind down period included in the Alliance Agreement which will conclude in September 2024. During the wind down period, the Alliance Agreement’s terms will continue to apply to the Company’s products that are covered by certain existing customer relationships, except that the parties’ respective exclusivity rights have terminated. 52 Note 7 – Stockholders’ Equity Authorized Capital The holders of the Company’s common stock are entitled to one vote per share. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds. Upon the liquidation, dissolution or winding up of the Company, holders of common stock are entitled to share ratably in all assets of the Company that are legally available for distribution. Financing On September 15, 2020, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective on September 24, 2020 (the "Prior Shelf"), and contains two prospectuses: a base prospectus, which covers the offering, issuance and sale by the Company of up to $ 75,000,000 of its common stock, preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase its common stock, preferred stock or debt securities and/or units consisting of some or all of these securities; and an at-the-market sales agreement prospectus supplement covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $ 40,000,000 of its common stock that may be issued and sold under the At Market Issuance Sales Agreement, as amended, between the Company and B. Riley Securities, Inc. (the “ATM Program”). The $ 40,000,000 of common stock to be offered, issued and sold under the ATM Program is included in the $ 75,000,000 of securities that may be offered, issued and sold by the Company under the base prospectus. Pursuant to the Prior Shelf, the Company sold shares which raised net proceeds of $ 38,832,711 (net of $ 1,167,289 in issuance costs) during the third and fourth quarters of 2020 under the ATM Program. On October 4, 2021, the Company filed a prospectus supplement covering the offering, issuance and sale of up to an additional $ 35,000,000 of shares of the Company’s common stock pursuant to the ATM Program. The Company raised net proceeds of $ 27,043,751 (net of $ 868,122 in issuance costs), during 2021 under the ATM Program. During 2022, the Company raised an additional $ 744,787 (net of $ 73,403 in issuance costs). During 2023, the Company raised an additional $ 3,555,563 (net of $ 162,799 in issuance costs). As of December 31, 2023, there is no amount remaining in the Prior Shelf due to its expiration on September 24. 2023. On November 15, 2021, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective on December 16, 2021 (the "Current Shelf"). This shelf registration statement allows the Company to sell, from time to time, any combination of debt or equity securities described in the registration statement up to aggregate proceeds of $ 100,000,000 . Pursuant to this registration statement, on March 28, 2023, the Company completed an underwritten offering pursuant to which it issued and sold an aggregate of (i) 412,500 shares of its common stock (the “Shares”) and (ii) warrants to purchase up to 412,500 shares of its common stock (the “2023 Warrants”), for net proceeds of $ 2,677,191 , after deducting underwriting discounts, commission and expenses payable by the Company. The 2023 Warrants were immediately exercisable upon issuance and have a term of six years and an exercise price of $ 8.00 . The Company allocated the proceeds received first to the 2023 Warrants based on the fair value of the 2023 Warrants as determined at initial measurement, with the remaining proceeds allocated to the Shares (see Note 7 – Warrant Liability and Note 8 – Fair Value Measurements). Pursuant to the terms of the 2023 Warrants, the exercise price was adjusted to $ 1.66 as of December 31, 2023. On August 30, 2023, the Company filed a prospectus supplement to the Current Shelf covering the offering, issuance and sale of up to an additional $ 25,000,000 of shares of the Company’s common stock pursuant to the ATM Program. During 2023, the Company raised $ 684,021 (net of $ 34,848 in issuance costs) under the ATM Program. As of December 31, 2023, the Company has $ 24,281,132 remaining available under the ATM Program. Common Stock Outstanding Our outstanding shares of common stock typically include shares that are deemed delivered under U.S. GAAP. Shares that are deemed delivered currently include shares that have vested, but have not yet been delivered, under tax-deferred equity awards, as well as shares purchased under the ESPP where actual transfer of shares normally occurs a few days after the completion of the purchase periods. There are no voting rights for shares that are deemed delivered under U.S. GAAP until the actual delivery of shares takes place. There are currently 200,000,000 shares of common stock authorized for issuance. 53 Note 8 – Stock Based Compensation Equity Incentive Plans 2013 Equity Incentive Plan Effective on June 14, 2023, the Company’s stockholders approved the amendment and restatement of the 2013 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 50,000 shares, bringing to 489,298 the total number of shares approved for issuance under that plan. As of December 31, 2023, 118,877 shares of common stock remain eligible to be issued through equity-based instruments under the 2013 Equity Incentive Plan. 2014 Non-Employee Equity Compensation Plan Effective on May 26, 2020, the Company’s stockholders approved the amendment and restatement of the 2014 Non-Employee Equity Compensation Plan to increase the number of shares reserved for issuance through equity-based instruments thereunder by 40,000 shares, bringing to 82,500 the total number of shares approved for issuance under that plan. As of December 31, 2023, 29,137 shares of common stock remain eligible to be issued through equity-based instruments under the 2014 Non-Employee Equity Compensation Plan. 2015 Performance Share Unit Plan Effective on June 16, 2021, the Company’s stockholders approved the amendment and restatement of the 2015 Performance Share Unit Plan to increase the number of shares reserved for issuance through equity-based instruments thereunder by 85,000 shares, bringing to 255,505 the total number of shares approved for issuance under that plan. As of December 31, 2023, 108,897 shares of common stock remain eligible to be issued through equity-based instruments under the 2015 Performance Share Unit Plan. 2017 Equity Inducement Plan On December 28, 2017, the Board approved the 2017 Equity Inducement Plan (“2017 Plan”). Under the 2017 Plan, the Board reserved 30,000 shares for the grant of RSUs. These grants will be administered by the Board or a committee of the Board. These awards will be granted to individuals who (a) are being hired as an employee by the Company or any subsidiary and such award is a material inducement to such person being hired; (b) are being rehired as an employee following a bona fide period of interruption of employment with the Company or any subsidiary; or (c) will become an employee of the Company or any subsidiary in connection with a merger or acquisition. On July 20, 2022, the Board increased the number of shares of common stock reserved and available for issuance under the 2017 Plan by 100,000 shares. As of December 31, 2023, 51,084 shares of common stock remain available to be issued through equity-based instruments under the 2017 Plan. Employee Stock Purchase Plan In April 2015, the Company’s Board approved the ESPP, under which 30,000 shares of common stock have been reserved for purchase by the Company’s employees, subject to approval by the Company’s stockholders. On May 21, 2015, the Company’s stockholders approved the ESPP. Effective on June 14, 2023, the Company’s stockholders approved the amendment and restatement of the ESPP to increase the number of shares reserved for issuance through equity-based instruments thereunder by 25,000 shares, bringing to 102,500 the total number of shares approved for issuance under that plan. Under the ESPP, employees may designate an amount not less than 1 % but not more than 10 % of their annual compensation for the purchase of Company shares. An offering period shall be six months in duration commencing on or about January 1 and July 1 of each year. The exercise price of the option will be the lesser of 85 % of the fair market of the common stock on the first business day of the offering period and 85 % of the fair market value of the common stock on the applicable exercise date which is typically the last market date of the offering period. 54 Note 8 – Stock Based Compensation, continued Equity Incentive Plans, continued Employee Stock Purchase Plan , continued As of December 31, 2023, 14,716 shares of common stock remain eligible to be issued under the ESPP. For the year ended December 31, 2023, eligible employees contributed $ 72,930 through payroll deductions to the ESPP and 20,336 shares were deemed delivered for the year ended December 31, 2023. For the year ended December 31, 2022, eligible employees contributed $ 272,833 through payroll deductions to the ESPP and 17,297 shares were deemed delivered for the year ended December 31, 2022. Stock Option Award Activity In February 2022, the Board granted our Chief Executive Officer 15,000 stock options under the 2013 Equity Incentive Plan at an exercise price of $ 25.40 per share with half of the options vesting on the second anniversary of the vesting start date and a quarter of the options vesting on each of the next two anniversaries of the vesting start date . No options were granted during the year ended December 31, 2023. The Company estimated the fair value of stock options granted during 2022 using the Black-Scholes option pricing model. The fair values of stock options granted during 2022 were estimated using the following assumptions: Year Ended December 31, 2022 Stock price $ 25.40 Dividend yield 0 % Expected volatility 108 % Risk-free interest rate 1.92 % Expected life 5.6 years The following is a summary of the Company’s stock option activity during the year ended December 31, 2023: Number of Options Weighted Average Exercise Price Weighted Average Remaining Life In Years Intrinsic Value Outstanding at January 1, 2023 15,013 $ 25.42 8.9 $ — Granted — — — — Exercised — — — — Forfeited ( 13 ) 49.80 — — Outstanding at December 31, 2023 15,000 $ 25.40 7.9 $ — Exercisable at January 1, 2023 13 $ 49.80 0.3 $ — Vested 7,500 25.40 — — Exercised — — — — Forfeited ( 13 ) 49.80 — — Exercisable at December 31, 2023 7,500 $ 25.40 7.9 $ — As of December 31, 2023, the unamortized value of options was $ 148,948 . The unamortized amount will be expensed over a weighted average period of 1.9 years. The aggregate intrinsic value of options exercised was $ 0 for the years ended December 31, 2023 and 2022. 55 Note 8 – Stock Based Compensation, continued Restricted Stock Units (“RSUs”) During the year ended December 31, 2023, the Compensation Committee granted various employees RSUs covering 3,439 shares of common stock under the 2013 Equity Incentive Plan . The awards vest over five years . During the year ended December 31, 2023, the Compensation Committee granted various non-employees RSUs covering 6,223 shares of common stock under the 2014 Non-Employee Equity Compensation Plan. The awards granted vest over terms ranging from one to four years . During the year ended December 31, 2023, the Compensation Committee granted employees RSUs covering 30,750 shares of common stock under the 2017 Equity Inducement Plan. The awards vest over four years . At December 31, 2023, the unamortized value of the RSUs was $ 1,130,709 . The unamortized amount will be expensed over a weighted average period of 1.8 years. A summary of the activity related to RSUs for the year ended December 31, 2023 is presented below: Total Weighted Average Grant Date Fair Value Unvested at January 1, 2023 108,251 $ 32.67 RSUs granted 40,412 $ 12.81 RSUs forfeited ( 12,902 ) $ 25.40 RSUs vested ( 64,027 ) $ 30.58 Unvested at December 31, 2023 71,734 $ 24.65 Performance Share Units (“PSUs”) Performance share units (“PSUs”) are grants that vest upon the achievement of certain performance goals. The goals are commonly related to the Company’s revenue and achievement of sales and marketing goals. On July 20, 2022, the Board granted the Company’s Chief Executive Officer, Cesar Johnston, up to 14,350 PSUs under the Company’s 2015 Performance Share Unit Plan pursuant to the terms of Mr. Johnston’s offer letter with the Company (See Note 6 – Commitments and Contingencies). The up to 14,350 PSUs that have been approved shall vest as follows: (a) up to 9,350 PSU shares shall vest on December 31, 2022, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics previously determined by the Compensation Committee and approved by the Board, (b) up to an additional 2,500 PSU shares shall vest on December 31, 2023, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics determined and granted by the Board on May 17, 2023, and (c) up to an additional 2,500 PSU shares shall vest on December 31, 2024, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics to be recommended by the Compensation Committee and approved by the Board at a subsequent date. As of December 31, 2022, 6,779 PSUs were achieved, vested and deemed delivered on that date. As of December 31, 2023, an additional 1,125 PSUs were achieved, vested and deemed delivered on that date. As of December 31, 2023, the performance criteria for the additional 2,500 PSUs that shall vest on December 31, 2024 have not been approved by the Board. 56 Note 8 – Stock Based Compensation, continued Performance Share Units (“PSUs”), continued At December 31, 2023, the unamortized value of all PSUs was $ 0 . A summary of the activity related to PSUs for the year ended December 31, 2023 is presented below: Total Weighted Average Grant Date Fair Value Unvested at January 1, 2023 — $ — PSUs granted 2,500 $ 6.16 PSUs forfeited ( 1,375 ) $ 6.16 PSUs vested ( 1,125 ) $ 6.16 Unvested at December 31, 2023 — $ — Employee Stock Purchase Plan (“ESPP”) During the years ended December 31, 2023 and 2022, there were two offering periods per year for the ESPP. The first offering period started on January 1 of each year and concluded on June 30 of each year. The second offering period started on July 1 of each year and concluded on December 31 of each year. The weighted-average grant-date fair value of the purchase option for each designated share purchased under the ESPP was approximately $ 4.66 and $ 7.29 during the years ended December 31, 2023 and 2022, respectively, which represents the fair value of the option, consisting of three main components: (i) the value of the discount on the enrollment date, (ii) the proportionate value of the call option for 85 % of the stock and (iii) the proportionate value of the put option for 15 % of the stock. The Company recorded stock-based compensation expense for the plan of $ 43,831 and $ 124,053 for the years ended December 31, 2023 and 2022, respectively. The Company estimated the fair value of the purchase options granted during the years ended December 31, 2023 and 2022 using the Black-Scholes option pricing model. The fair values of the purchase options granted were estimated using the following assumptions: For the Year Ended December 31, 2023 Stock price range $ 4.80 – 16.72 Dividend yield 0 % Expected volatility range 59 – 67 % Risk-free interest rate range 4.42 – 5.47 % Expected life 6 months For the Year Ended December 31, 2022 Stock price range $ 19.20 - 25.00 Dividend yield 0 % Expected volatility range 61 – 68 % Risk-free interest rate range 0.06 – 2.52 % Expected life 6 months 57 Note 8 – Stock Based Compensation, continued Stock-Based Compensation Expense The following tables summarize total stock-based compensation costs recognized for years ended December 31, 2023 and 2022: For the Years Ended December 31, 2023 2022 Options $ 84,741 $ 74,771 RSUs 1,532,911 2,581,726 PSUs 16,467 138,287 ESPP 43,831 124,053 Total $ 1,677,950 $ 2,918,837 The total amount of stock-based compensation was reflected within the statements of operations as: For the Years Ended December 31, 2023 2022 Research and development $ 658,041 $ 1,134,106 Sales and marketing 368,388 448,347 General and administrative 651,521 1,083,775 Severance expense — 252,609 Total $ 1,677,950 $ 2,918,837 Note 9 – Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance as of December 31, 2023. 58 Note 9 – Income Taxes, continued As of December 31, 2023 and 2022, the Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following: December 31, 2023 2022 Deferred tax assets: Research and development tax credits $ 11,638,252 $ 10,526,768 Net operating loss carryovers 83,393,532 76,477,629 Property and equipment 147,008 162,698 Research and development costs 8,652,830 9,829,326 Start-up and organizational costs 9,884 9,275 Stock-based compensation 118,807 283,285 Operating lease liability 353,749 551,284 Other accruals 351,214 464,948 Total gross deferred tax assets 104,665,276 98,305,213 Less: valuation allowance ( 104,318,267 ) ( 97,756,771 ) Total deferred tax assets 347,009 548,442 Deferred tax liabilities: Operating lease right-of-use asset ( 347,009 ) ( 548,442 ) Total deferred tax liabilities ( 347,009 ) ( 548,442 ) Total deferred taxes, net $ — $ — The change in the Company’s valuation allowance is as follows: 2023 2022 January 1, $ 97,756,771 $ 93,718,497 Increase in valuation allowance 6,561,496 4,038,274 December 31, $ 104,318,267 $ 97,756,771 The Company has federal and state net operating loss carryforwards of approximately $ 297,696,000 and $ 298,948,000 , respectively, available to offset future taxable income. The federal and state NOL carryforwards will expire at various dates beginning in 2033 . The Company has federal and state research and development tax credit carryforwards of approximately $ 7,152,000 and $ 5,678,000 , respectively. The federal R&D credit carryforwards will expire beginning in 2032 and state R&D credit carryforwards do not expire. The ultimate realization of the net operating loss is dependent upon future taxable income, if any, of the Company. Although management believes that the Company may have sufficient future taxable income to absorb the net operating loss carryforwards and research and development tax credit carryforwards before the expiration of the carryforward period, there may be circumstances beyond the Company’s control that limit such utilization. Accordingly, management has determined that a full valuation allowance of the deferred tax asset is appropriate at December 31, 2023 and 2022. The Inflation Reduction Act (IRA) of 2022 was signed into law by President Joe Biden on August 16, 2022. The IRA provides several tax incentives, including the expanded Internal Revenue Code (IRC) Section 179D deduction, increased ability to leverage the R&D credit to offset payroll taxes for eligible start-up businesses, and 15% alternative minimum tax (AMT) for corporations with average income more than $1 billion for the past three tax period. The provisions do not have material impact to the Company for the 2023 tax year and the Company will continue to monitor the effect of this legislation. 59 Note 9 – Income Taxes, continued IRC Section 382 imposes limitations on the use of net operating loss carryforwards when the stock ownership of one or more 5% stockholders (stockholders owning 5% or more of the Company’s outstanding capital stock) has increased on a cumulative basis by more than 50 percentage points . Management cannot control the ownership changes occurring as a result of public trading of the Company’s Common Stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryforward. The Company completed a Section 382 analysis as of December 31, 2023 and determined that none of its NOLs or R&D credits would be limited. For the Year Ended December 31, 2023 2022 Tax benefit at federal statutory rate ( 21.0 )% ( 21.0 )% State income taxes ( 8.8 ) ( 4.4 ) Permanent differences: Stock-based compensation 0.1 12.4 Executive compensation — — Research and development tax credits ( 4.0 ) ( 2.4 ) Increase in valuation allowance 33.9 15.4 Mark-to-market warrant liability ( 2.1 ) — Other 1.9 — Effective income tax rate 0.0 % 0.0 % Note 10 - Warrant Liability 2023 Warrants In March 2023, the Company issued 412,500 warrants to purchase up to 412,500 shares of its common stock. The 2023 Warrants have a six-year term and were exercisable upon issuance on March 28, 2023 . At issuance, each 2023 Warrant was exercisable for one share of the Company’s common stock at a price of $ 8.00 per share. As of December 31, 2023, the exercise price of the 2023 Warrants was adjusted to $ 1.66 per share (subject to further adjustment in certain circumstances, including in the event of stock dividends and splits; recapitalizations; change of control transactions; and issuances or sales of, or agreements to issue or sell, shares of common stock or common stock equivalents at a price per share less than the then-applicable exercise price for the 2023 Warrants, including sales under the ATM, the “Exercise Price”). In the event of certain transactions such as a merger, consolidation, tender offer, reorganization, or other change in control, if holders of common stock are given any choice as to the consideration to be received, the holder of each 2023 Warrant shall be given the same choice of alternate consideration. In the event of certain transactions that are not within the Company’s control, such as a merger, consolidation, tender offer, reorganization, or other change in control of the Company, each holder of a 2023 Warrant shall be entitled to receive the same form of consideration at the Black Scholes value of the unexercised portion of the 2023 Warrant that is being offered and paid to holders of common stock, including the option to exercise the 2023 Warrants on a “cashless basis”. If the Company issues additional shares of common stock or equity-linked securities for a consideration per share less than the Exercise Price, then such Exercise Price will be reduced to a new lower price pursuant to the terms of the 2023 Warrants. Additionally, if the Exercise Price of any outstanding derivative securities is modified by the Company such that such security’s modified exercise price is below the Exercise Price, the Exercise Price will adjust downward pursuant to the terms of the 2023 Warrant. This provision would not apply for stock or stock equivalents which fall under shares that qualify for exempt issuance, such as if the Company adjusted the option exercise price for an option granted to an employee, officer, or director. 60 Note 10 - Warrant Liability, continued The Company accounted for the 2023 Warrants in accordance with the derivative guidance contained in ASC 815-40, as the warrants did not meet the criteria for equity treatment. The Company believes that the adjustments to the Exercise Price is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the 2023 Warrants are not eligible for an exception from derivative accounting. As such, the 2023 Warrants were initially measured at fair value and recorded as a liability in the amount of $ 3,135,000 . As of December 31, 2023, all 2023 Warrants were outstanding. As of December 31, 2023, the fair value of the warrant liability was $ 619,575 . The Company recorded a change in fair value of the warrant liability of $ 2,515,425 for the year ended December 31, 2023. Note 11 - Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value: Balance as of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 13,936,050 $ – $ – $ 13,936,050 Liabilities: Warrant liability $ – $ – $ 619,575 $ 619,575 Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 26,287,293 $ – $ – $ 26,287,293 Liabilities: Warrant liability $ – $ – $ – $ – There were no transfers among Level 1, Level 2, or Level 3 categories during the periods presented. 2023 Warrants The Company utilizes a Monte Carlo simulation model for the 2023 Warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the 2023 Warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield. The key inputs into the Monte Carlo simulation model for the 2023 Warrants are as follows: At March 31, 2023 At June 30, 2023 At September 30, 2023 At December 31, 2023 Share price $ 10.80 $ 4.80 $ 1.60 $ 1.83 Exercise price $ 8.00 $ 8.00 $ 1.66 $ 1.66 Term (in years) 6.0 5.7 5.5 5.2 Volatility 65 % 65 % 75 % 85 % Risk-free rate 3.6 % 4.1 % 4.6 % 3.8 % Dividend yield 0 % 0 % 0 % 0 % The decrease in the fair value of the 2023 Warrant liability was determined to be $ 2,515,425 during the year ended December 31, 2023, respectively (see Note 10 – Warrant Liability). 61 Note 12 – Related Party Transactions In November 2016, the Company and Dialog entered into the Alliance Agreement for the manufacture, distribution and commercialization of products incorporating the Company’s wire-free charging technology (See Note 6 – Commitments and Contingencies, Strategic Alliance Agreement ). On November 7, 2016 and June 28, 2017, the Company and Dialog entered into securities purchase agreements under which Dialog acquired a total of 86,985 shares and received warrants to purchase up to 70,878 shares. As of December 31, 2023, none of the warrants remain outstanding. Dialog presently owns approximately 1.6 % of the Company’s outstanding common shares. The Company did no t record any revenue under the Alliance Agreement during the years ended December 31, 2023 and 2022. The Company incurred $ 87,701 and $ 0 in chip development expense from Renesas Electronics Corporation, which acquired Dialog in August 2021 ("Renesas"), during the years ended December 31, 2023 and 2022, respectively. On September 20, 2021, the Company was notified by Dialog, then acquired by Renesas Electronics Corporation, that it was terminating the Alliance Agreement between the Company and Dialog. Note 13 – Customer Concentration Three customers accounted for approximately 70 % of the Company’s revenue for the year ended December 31, 2023 and one customer accounted for approximately 50 % of the Company’s revenue for the year ended December 31, 2022. Two customers accounted for approximately 88 % of the Company’s accounts receivable balance as of December 31, 2023. One customer accounted for approximately 87 % of the Company’s accounts receivable balance as of December 31, 2022. Note 14 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date of December 31, 2023, through the date which the financial statements are issued. On February 15, 2024, the Company entered into a securities purchase agreement with an institutional investor, providing for the issuance and sale by the Company, in a registered direct offering (the “Offering”), of (i) 570,000 shares of the Company’s common stock, par value $ 0.00001 (“Common Stock”), (ii) pre-funded warrants to purchase up to 450,409 shares of Common Stock (referred to individually as a “Pre-Funded Warrant” and collectively as the “Pre-Funded Warrants”), and (iii) warrants to purchase up to an aggregate of 1,020,409 shares of Common Stock (referred to individually as a “Warrant” and collectively as the “Warrants”). Each share of Common Stock and Pre-Funded Warrant was offered and sold together with an accompanying Warrant at a combined price of $ 1.96 per share of Common Stock or Pre-Funded Warrant, as applicable. Each Pre-Funded Warrant and Warrant is exercisable at any time on or after the date of issuance to purchase one share of Common Stock at a price of either $ 0.001 per share, in the case of the Pre-Funded Warrants, or $ 1.84 per share, in the case of the Warrants. The Pre-Funded Warrants expire when they are exercised in full, and the Warrants expire five years from the date of issuance. The Offering closed on February 20, 2024. The Company received net proceeds of approximately $ 1.8 million from the Offering, after deducting placement agent fees and estimated offering expenses payable by the Company. On March 26, 2024, the Company announced that effective March 24, 2024 Cesar Johnston is no longer serving as President and Chief Executive Officer. Mr. Johnston will remain a member of the Board. No agreement pertaining to Mr. Johnston's departure has yet been signed. Except for the events stated above, no events have occurred that would require adjustment to the amounts, or disclosures, in the financial statements. 62 Item 9. Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure. None.