What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-07-31 · 198 added, 148 removed, 468 unchanged (43% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

June 30, 2025

September 30, 2025

December 31, 2024

16 unchanged sentences

Total current liabilities

Operating lease liabilities, long-term portion

Operating lease liabilities, non-current portion

Total liabilities

1 unchanged sentence

Stockholders’ equity (deficit):

Preferred Stock, $ 0.00001 par value, 10,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

no shares issued or outstanding as of June 30, 2025 and December 31, 2024.

Common Stock, $ 0.00001 par value, 200,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

39,260,571 and 13,575,907 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

Preferred Stock, $ 0.00001 par value, 10,000,000 shares authorized as of September 30, 2025 and December 31, 2024;

no shares issued or outstanding as of September 30, 2025 and December 31, 2024.

Common Stock, $ 0.00001 par value, 200,000,000 shares authorized as of September 30, 2025 and December 31, 2024;

1,824,844 and 452,533 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

Additional paid-in capital

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(1) The condensed balance sheet as of December 31, 2024 was derived from the audited balance sheet as of that date.

Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for- 30 reverse stock split effected in August 2025, as discussed in Note 1.

The accompanying notes are an integral part of these condensed financial statements.

2 unchanged sentences

(in thousands, except share and per share amounts)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Cost of revenue

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Loss from operations

Other income (expense), net:

Other income, net:

Change in fair value of warrant liability

Interest income (expense), net

Interest income, net

Loss on retirement of property and equipment

Total other income (expense), net

Total other income, net

Basic and diluted loss per common share

Weighted average shares outstanding, basic and diluted

Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for- 30 reverse stock split effected in August 2025, as discussed in Note 1.

The accompanying notes are an integral part of these condensed financial statements.

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Balance as of June 30, 2025

Stock-based compensation – RSUs

Issuance of shares for RSUs

Warrants exercised

Reclassification of warrant liability upon warrant exercise

Pre-funded warrants exercised

Issuance of shares in a sale of common stock, pre-funded warrants and warrants, net of $ 520 in issuance costs

Issuance of shares in an ATM placement, net of $ 104 in issuance costs

Balance as of September 30, 2025

Stockholders’

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Balance as of June 30, 2024

Stock-based compensation - RSUs

Stock-based compensation - ESPP

Issuance of shares for RSUs

Proceeds from contributions to the ESPP

Issuance of shares in an ATM placement, net of $ 234 in issuance costs

Balance as of September 30, 2024

Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for- 30 reverse stock split effected in August 2025, as discussed in Note 1.

The accompanying notes are an integral part of these condensed financial statements.

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(in thousands)

For the six months ended June 30,

For the nine months ended September 30,

Cash flows from operating activities:

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Payments for financed insurance premiums

Net proceeds from exercise of warrant liability

Net proceeds from an ATM offering

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Accrued interest in short-term loan payable

Reclassification of warrant liability to equity upon warrant exercise

Financing of insurance premiums

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Description of Business

Energous Corporation d/b/a Energous Wireless Power Solutions (the “Company”) has developed scalable, over-the-air Wireless Power Network (“WPN”) technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems to enable radio frequency (“RF”)-based charging for Internet of Things (“IoT”) devices.

The Company’s WPN technology provides a comprehensive suite of capabilities designed to power the next generation of wireless energy networks, seamlessly delivering power and data across diverse, battery-free device ecosystems.

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With a patent portfolio exceeding 250 patents, the Company’s solutions support both near-field and at-a-distance wireless charging, supplying power at multiple levels across varying distances, as well as expertise in advanced receiver technology.

By enabling continuous wireless power transmission, the Company’s transmitter and receiver technologies facilitate the use of battery-free IoT devices, transforming asset and inventory tracking across multiple industries.

By enabling continuous wireless power transmission, the Company’s transmitter and receiver technologies facilitate the use of battery-free ambient IoT devices, transforming asset and inventory tracking across multiple industries.

Key applications include retail sensors, electronic shelf labels, asset trackers, air quality monitors, motion detectors, and other smart monitoring solutions.

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Cold Chain, Asset Tracking, Medical IoT

Ambient IoT Sensors

Cold Chain, Logistics, Asset Tracking

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In the fourth quarter of 2021, the Company commenced shipments of its first at-a-distance wireless PowerBridge transmitter systems for commercial IoT applications and proof-of-concept deployments.

In the second quarter of 2025, the Company introduced its battery-free e-Sense tag and e-Compass software platform, establishing the first end-to-end wireless power platform for the ambient IoT.

Reverse Stock Split

At the Company’s 2025 annual meeting of stockholders held on June 11, 2025, 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- 50 .

On August 7, 2025, the Company announced that its Board of Directors (“the Board”) had determined to set the reverse stock split ratio at 1-for- 30 and that the Company’s common stock would begin trading at the split-adjusted price beginning August 11, 2025.

Upon effectiveness of the reverse stock split, every thirty shares of issued and outstanding common stock held were combined 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- 30 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.

Note 2 – Liquidity and Management Plans

During the three and six months ended June 30, 2025, the Company recorded revenue of $ 1.0 million and $ 1.3 million, respectively.

During the three and six months ended June 30, 2024, the Company recorded revenue of $ 46,000 and $ 110,000 , respectively.

During the three and six months ended June 30, 2025, the Company recorded net losses of $ 2.8 million and $ 6.2 million, respectively.

During the three and six months ended June 30, 2024, the Company recorded net losses of $ 4.3 million and $ 10.9 million, respectively.

Net cash used in operating activities was $ 7.5 million and $ 10.8 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the Company had cash and cash equivalents of $ 8.7 million.

The Company is currently meeting its liquidity requirements through the collection of accounts receivable supplemented by proceeds of securities offerings, including the ATM Program (as defined in Note 10 – Capital Stock and Warrants below), which the ATM Program generated aggregate net proceeds of $ 15.8 million during the six months ended June 30, 2025.

Based on current operating levels and further cost reductions implemented during the first and second quarters of 2025, the Company believes it has sufficient cash on hand and access to capital to fund operations for the next 12 months.

Note 2 – Liquidity and Management Plans, continued

As the Company gains traction in the market with its new technology and continues to invest capital in transitioning and scaling the business from research and development of new technologies to commercial production, there can be no assurance that its available resources and revenue generated from its business operations will be sufficient to sustain its operations, as adoption on this emerging technology by enterprise customers may take longer than expected.

During the three and nine months ended September 30, 2025, the Company recorded revenue of $ 1.3 million and $ 2.6 million, respectively.

During the three and nine months ended September 30, 2025, the Company recorded net losses of $ 2.1 million and $ 8.3 million, respectively.

Net cash used in operating activities was $ 10.0 million for the nine months ended September 30, 2025.

As of September 30, 2025, the Company had cash and cash equivalents of $ 12.9 million.

The Company is currently meeting its liquidity requirements through the collection of accounts receivable, supplemented by the exercise of warrants and proceeds of securities offerings, including sales through the ATM Program (as defined in Note 10 – Capital Stock and Warrants) and the recent sale of stock, warrants and pre-funded warrants in September 2025.

Such sale of common stock, warrants and pre-funded warrants generated aggregate net proceeds of $ 4.1 million during the nine months ended September 30, 2025, excluding the ATM Program.

The ATM Program generated aggregate net proceeds of $ 18.2 million during the nine months ended September 30, 2025.

Based on current operating levels and further cost reductions implemented during the first nine months of 2025, the Company believes it has sufficient cash on hand and access to capital to fund operations for the next 12 months.

As the Company gains traction in the market with its new technology and continues to invest capital in transitioning and scaling the business from research and development of new technologies to commercial production, there can be no assurance that its available resources and revenue generated from its business operations will be sufficient to sustain its operations, as adoption of this emerging technology by enterprise customers may take longer than expected.

Accordingly, the Company may decide to pursue additional financing, which could include offerings of equity or debt securities, bank financing, commercial agreements with customers or strategic partners, and other alternatives, depending upon market conditions.

There is no assurance that such 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.

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 operations and strategic plans.

The market for products using the Company’s technology is broad and evolving, 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.

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Certain information and note disclosures have been condensed or omitted pursuant to such rules and regulations.

The unaudited condensed financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the period presented.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2025, or for other future periods.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2025, or for other future periods.

These interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025 (the “2024 Annual Report”).

1 unchanged sentence

Reclassifications

Certain reclassifications have been made to the fiscal year 2024 financial statements to conform to the 2025 presentation.

Certain reclassifications have been made to the fiscal year 2024 condensed financial statements to conform to the 2025 presentation.

The Company reclassified certain expenses between research and development and general and administrative expenses.

The amounts were not considered material to the condensed financial statements.

The reclassifications had no impact on total assets, total liabilities, or stockholders’ equity (deficit).

The reclassifications had no impact on total assets, total liabilities, stockholders’ equity (deficit) or net loss.

Note 3 – Summary of Significant Accounting Policies, continued

Use of Estimates

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Actual results could differ from those estimates.

Cash, Cash Equivalents and Restricted Cash

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.

1 unchanged sentence

The Company maintains its cash deposits with major financial institutions.

Note 3 – Summary of Significant Accounting Policies, continued

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” and ASC 815, “Derivatives and Hedging”.

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.

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Offering costs associated with the sale of warrants classified as equity are charged against the proceeds received.

The Company follows ASC 820, “Fair Value Measurements”, 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.

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.

Note 3 – Summary of Significant Accounting Policies, continued

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.

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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.

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 and other current assets, and accounts payable and accrued expenses, are an approximate of their fair values because of the short maturity of these instruments.

11 unchanged sentences

The wireless charging system revenue consists of revenue from product development projects and production-level systems.

During the three and six months ended June 30, 2025, the Company recognized $ 1.0 million and $ 1.3 million in revenue, respectively.

During the three and six months ended June 30, 2024, the Company recognized $ 46,000 and $ 110,000 in revenue, respectively.

The Company records revenue associated the sales of products, such as PowerBridge transmitter systems and with product development projects that it enters into with certain customers.

During the three and nine months ended September 30, 2025, the Company recognized $ 1.3 million and $ 2.6 million in revenue, respectively.

During the three and nine months ended September 30, 2024, the Company recognized $ 0.2 million and $ 0.3 million in revenue, respectively.

Note 3 – Summary of Significant Accounting Policies, continued

The Company records revenue associated with the sales of products, such as PowerBridge transmitter systems and with product development projects that it enters into with certain customers.

For the sales of products, the Company generally records revenue upon shipment of the products or after the terms of any applicable return policy have elapsed.

In general, these product development projects are complex, and the Company does not have certainty about its ability to achieve the project milestones.

In general, the 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.

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The Company also considers any changes to the financial condition of its clients and any other external market factors that could impact the collectibility of the receivables in the determination of the allowance for credit losses.

Based on these assessments, the Company did no t record a provision for credit losses on its accounts receivable as of June 30, 2025 and December 31, 2024.

Based on these assessments, the Company did no t record a provision for credit losses on its accounts receivable as of September 30, 2025 and December 31, 2024.

The Company follows ASC Topic 310, “Receivables,” to account for transactions related to factoring accounts receivable.

The Company did not have a factoring agreement during the three and six months ended June 30, 2025 and 2024.

Note 3 – Summary of Significant Accounting Policies, continued

The Company did not have a factoring agreement during the three and nine months ended September 30, 2025 and 2024.

Inventory is stated at the lower of cost or net realizable value.

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Research and development expenses are charged to operations as incurred.

The Company incurred research and development costs of $ 1.1 million and $ 2.3 million during the three and six months ended June 30, 2025, respectively.

The Company incurred research and development costs of $ 2.3 million and $ 4.5 million during the three and six months ended June 30, 2024, respectively.

The Company incurred research and development costs of $ 0.9 million and $ 3.2 million during the three and nine months ended September 30, 2025, respectively.

The Company incurred research and development costs of $ 1.5 million and $ 6.0 million during the three and nine months ended September 30, 2024, respectively.

Stock-Based Compensation

1 unchanged sentence

The Company amortizes 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.

Under the ESPP, employees purchased a limited number of shares of the Company’s common 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.

Under the Energous Corporation ESPP, employees purchased a limited number of shares of the Company’s common 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 recognized stock-based compensation expense for the fair value of the purchase options, as measured on the grant date.

The Company discontinued the ESPP as of January 21, 2025.

Note 3 – Summary of Significant Accounting Policies, continued

The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes” (“Topic 740”).

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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.

The guidance from Topic 740, “Income Taxes” also discusses the classification of related interest and penalties on income taxes.

The guidance from Topic 740 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.

Note 3 – Summary of Significant Accounting Policies, continued

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

Among other provisions, this act includes permanently extending and modifying certain expiring provisions of the 2017 Tax Cuts and Jobs Act and immediate expensing of domestic research and development expenses.

The Company is evaluating the impact of these provisions and does not expect the OBBBA to have a material impact on its consolidated financial statements.

Net Loss Per Common Share

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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) and the vesting of RSUs and performance share units (“PSUs”).

The computation of diluted loss per share excludes potentially dilutive securities of 1,773,729 shares and 2,010,538 shares for the three and six months ended June 30, 2025 and 2024, respectively, as outlined in the table below, because their inclusion would be anti-dilutive.

For the three and six months ended June 30,

Potential common shares consist of the incremental common shares issuable upon the exercise of warrants (using the treasury stock method) and the vesting of RSUs.

The computation of diluted loss per share excludes potentially dilutive securities of 688,726 shares and 65,007 shares for the three and nine months ended September 30, 2025 and 2024, respectively, as outlined in the table below, because their inclusion would be anti-dilutive.

For the three and nine months ended September 30,

Warrants issued to investors

Total potentially dilutive securities

For the three and six months ended June 30, 2025, the table above includes 1,020,409 warrants expiring on February 20, 2029, which have an exercise price of $ 1.84 per share and 412,500 warrants expiring on March 28, 2029, which, as of June 30, 2025, have an exercise price of $ 0.28 per share.

For the three and six months ended June 30, 2024, the table above includes 1,029,409 warrants expiring on February 20, 2029, which have an exercise price of $ 1.84 per share and 412,500 warrants expiring on March 28, 2029, which, as of June 30, 2024, had an exercise price of $ 1.66 per share.

For the three and nine months ended September 30, 2025, the table above includes 633,111 warrants expiring on September 10, 2030, which have an exercise price of $ 7.79 per share, and 44,317 warrants expiring on September 10, 2030, which have an exercise price of $ 9.90 per share.

For the three and nine months ended September 30, 2024, the table above includes 34,014 warrants expiring on February 20, 2029, which, as of September 30, 2024, an exercise price of $ 55.20 per share and 13,750 warrants expiring on March 28, 2029, which, as of September 30, 2024, had an exercise price of $ 16.80 per share.

The weighted average number of common shares outstanding as of September 30, 2025, includes the weighted average effect of the 465,347 pre-funded warrants issued in connection with a registered direct offering the Company entered into on September 11, 2025 (see Note 10 – Capital Stock and Warrants) because the exercise of such warrants requires nominal consideration ($ 0.00001 per share exercise price for each pre-funded warrant).

As of September 30, 2025, 115,347 of the pre-funded warrants have been exercised;

therefore, 350,000 outstanding pre-funded warrants as of that date are not included in the table above.

Note 3 – Summary of Significant Accounting Policies, continued

Property and Equipment

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All long-lived assets are located in the United States and substantially all revenue is attributed to customers based in the United States.

Note 3 – Summary of Significant Accounting Policies, continued

Recent Accounting Pronouncements, Not Yet Adopted

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This ASU may be applied either prospectively or retrospectively.

The Company is currently evaluating the impact of the new standard on the financial statements and related disclosures.

Management has reviewed other recently issued accounting pronouncements issued or proposed by the FASB and does not believe any of these accounting pronouncements has or will have a material impact on the condensed financial statements.

The Company is currently evaluating the impact of the new standard on the Company’s financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which provides a practical expedient to measure credit losses on accounts receivable and contract assets.

The ASU is effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the timing of the adoption and the impact of the new standard on the financial statements and related disclosures

Management has reviewed other recently issued accounting pronouncements issued or proposed by the FASB and does not believe any of these accounting pronouncements have or will have a material impact on the condensed financial statements.

Note 4 – Prepaid Expenses and Other Current Assets

1 unchanged sentence

Balance as of

June 30, 2025

September 30, 2025

December 31, 2024

1 unchanged sentence

Prepaid insurance

Refund receivable for stock registration fees

Prepaid and deferred financing costs

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Note 5 – Inventory

Below is a summary of the Company’s inventory as of June 30, 2025 and December 31, 2024 (in thousands):

Below is a summary of the Company’s inventory as of September 30, 2025 and December 31, 2024 (in thousands):

Balance as of

June 30, 2025

September 30, 2025

December 31, 2024

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Balance as of

June 30, 2025

September 30, 2025

December 31, 2024

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Total property and equipment, net

The Company disposed of $ 1.4 million in aggregate of fully depreciated assets during the three and six months ended June 30, 2025.

The Company did no t dispose of any assets during the three and six months ended June 30, 2024.

Total depreciation and amortization expense of the Company’s property and equipment was $ 0.1 million for each of the six months ended June 30, 2025 and 2024, of which, $ 700 and $ 0 were included in cost of revenue for the six months ended June 30, 2025 and 2024, respectively.

The Company disposed of $ 1.4 million in aggregate of fully depreciated assets during the nine months ended September 30, 2025.

The Company did no t dispose of any assets during the nine months ended September 30, 2024.

Total depreciation and amortization expense of the Company’s property and equipment was $ 0.1 million for each of the nine months ended September 30, 2025 and 2024, of which, $ 900 and $ 0 were included in cost of revenue for the nine months ended September 30, 2025 and 2024, respectively.

Note 7 – Accrued Expenses

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Balance as of

June 30, 2025

September 30, 2025

December 31, 2024

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Accrued legal expenses

Accrued tariffs and value added tax

Accrued stock registration expense

Accrued interest

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San Jose Lease

On May 20, 2022, the Company signed a lease amendment to the existing lease for 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 $ 2.1 million and operating lease liability of $ 2.1 million, 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.

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Upon expiration of the original lease on September 30, 2022, the new monthly lease payment starting October 1, 2022 was approximately $ 59,000 , subject to annual escalations up to a maximum monthly lease payment of approximately $ 62,000 .

On July 31, 2024, the Company signed an additional lease amendment where the monthly payments through the remainder of 2024 were reduced to approximately $ 37,000 and the monthly payments from January 2025 through September 2025 were increased to approximately $ 76,000 .

As a result of this amendment, the Company revalued its ROU lease asset to $ 0.8 million and its operating lease liability to $ 0.8 million on July 31, 2024.

Note 8 – Commitments and Contingencies, continued

On March 19, 2025, the Company signed an amendment to the existing lease for its office space at its corporate headquarters in San Jose, California, relocating to a smaller suite within the same building and extending the lease through December 31, 2027.

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As a result of the new lease amendment signed on March 19, 2025, the ROU asset and operating lease liability were both increased by approximately $ 0.9 million.

The Company recorded lease expense of $ 0.1 million and $ 0.3 million for the three and six months ended June 30, 2025, respectively.

The Company recorded lease expense of $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2024, respectively.

The Company recorded lease expense of $ 0.1 million and $ 0.4 million for the three and nine months ended September 30, 2025, respectively.

The Company recorded lease expense of $ 0.2 million and $ 0.6 million for the three and nine months ended September 30, 2024, respectively.

Operating Lease Commitments

The Company follows ASC Topic 842, “Leases” and recognizes the required ROU assets and operating lease liabilities on its balance sheet.

The Company anticipates having future total lease payments of $ 1.4 million during the period from the third quarter of 2025 to the fourth quarter of 2027.

As of June 30, 2025, the Company has total operating lease ROU assets of $ 1.1 million and operating lease liabilities of $ 1.3 million.

The weighted average remaining lease term is 2.5 years as of June 30, 2025.

A reconciliation of undiscounted cash flows to lease liabilities recognized as of June 30, 2025 is as follows (in thousands):

The Company anticipates having future total lease payments of $ 1.3 million during the period from the fourth quarter of 2025 to the fourth quarter of 2027.

As of September 30, 2025, the Company has total operating lease ROU assets of $ 1.0 million and operating lease liabilities of $ 1.2 million.

The weighted average remaining lease term is 2.25 years as of September 30, 2025.

Note 8 – Commitments and Contingencies, continued

A reconciliation of undiscounted cash flows to lease liabilities recognized as of September 30, 2025 is as follows (in thousands):

For the year ending December 31,

2025 (Remaining six months)

2025 (Remaining three months)

Total future lease payments

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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.

The Company is involved from time to time 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 and 2024 Bonus Plan

On May 30, 2024, the Board of Directors (“Board”), on the recommendation of the Compensation Committee, approved the 2024 Corporate Bonus Plan (the “2024 Bonus Plan”), whereby employees’ bonuses will be based upon achievement of performance objectives set by the Compensation Committee and paid annually.

On May 30, 2024, the Board, on the recommendation of the Compensation Committee, approved the 2024 Corporate Bonus Plan (the “2024 Bonus Plan”), whereby employees’ bonuses will be based upon achievement of performance objectives set by the Compensation Committee and paid annually.

Employees must be continuously employed throughout the applicable performance period and payment date and achieve the performance objectives.

Under the 2024 Bonus Plan, the Compensation Committee is responsible for selecting the amounts of potential bonuses for executive officers and vice presidents, the performance metrics used to determine whether any such bonuses will be paid and determining whether those performance metrics have been achieved.

The Company did no t record any expense during the three and six months ended June 30, 2025 or for the three and six months ended June 30, 2024 under the 2024 Bonus Plan.

The Company did not have any outstanding amount accrued as of June 30, 2025 under the 2024 Bonus Plan.

Under the 2024 Bonus Plan, the Compensation Committee is responsible for selecting the amounts of potential bonuses for executive officers and vice presidents, defining the performance metrics used to determine whether any such bonuses will be paid and determining whether those performance metrics have been achieved.

The Company did no t record any expense during the three and nine months ended September 30, 2025 or for the three and nine months ended September 30, 2024 under the 2024 Bonus Plan.

The Company did not have any outstanding amount accrued as of September 30, 2025 under the 2024 Bonus Plan.

On February 21, 2025, the Board, on the recommendation of the Compensation Committee, approved the 2025 Corporate Bonus Plan (the “2025 Bonus Plan”), whereby employees’ bonuses will be based upon achievement of performance objectives set by the Compensation Committee and paid annually.

Employees must be continuously employed throughout the applicable performance period and payment date and achieve the performance objectives.

Note 8 – Commitments and Contingencies, continued

Under the 2025 Bonus Plan, the Compensation Committee is responsible for selecting the amounts of potential bonuses for executive officers and vice presidents and defining the annual performance metrics against which the bonus compensation will be measured.

The level of achievement against pre-defined performance metrics is used to determine whether any such bonuses will be paid and whether those performance metrics have been satisfactorily achieved.

The Company accrued $ 0.5 million in bonus expense under the 2025 Bonus Plan as of June 30, 2025, which the Company plans to pay during the first quarter of 2026.

The Company accrued $ 0.8 million in bonus expense under the 2025 Bonus Plan as of September 30, 2025, which the Company plans to pay during the first quarter of 2026.

Severance and Change in Control Agreement

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If an Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) the Company will pay the full amount of the Executive’s premiums under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the three -to- twelve-month period, as applicable, following the Executive’s termination.

Note 8 – Commitments and Contingencies, continued

Executive Transition – Cesar Johnston

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The Company recorded $ 1.2 million in total severance expense pertaining to Mr.

Johnston’s departure during the three months ended March 31, 2024, including $ 0.1 million in stock-based compensation as a result of accelerated vesting of RSUs and options (see Note 11 – Stock-Based Compensation for additional details).

The Company reversed $ 0.3 million in accrued severance during the three months ended June 30, 2024, as a result of a negotiated settlement and payroll taxes.

The Company, therefore, recorded expense of $ 1.2 million in total severance expense pertaining to Mr.

Johnston’s departure during the six months ended June 30, 2024.

As of June 30, 2025, the Company had accrued unpaid severance expense related to COBRA reimbursements of approximately $ 10,000 pertaining to the Johnston Severance Agreement, which is due to be paid through September 2025.

Johnston’s departure during the nine months ended September 30, 2024, including $ 0.1 million in stock-based compensation as a result of accelerated vesting of RSUs and options (see Note 11 – Stock-Based Compensation for additional details).

As of September 30, 2025, the Company had no unpaid severance expense pertaining to the Johnston Severance Agreement.

Note 9 – Short-term Debt

Financing for Insurance Premiums

On April 29, 2025, the Company financed approximately $ 308,000 in business insurance premiums to be repaid in nine installments of approximately $ 35,000 with a borrowing rate of 6.99 %.

As of June 30, 2025, the Company had an outstanding balance of approximately $ 241,000 on the financing for its insurance premiums.

On April 29, 2025, the Company financed approximately $ 0.3 million in business insurance premiums to be repaid in nine installments of approximately $ 35,000 with a borrowing rate of 6.99 %.

As of September 30, 2025, the Company had an outstanding balance of approximately $ 0.1 million on the financing for its insurance premiums.

Agile Subordinated Loan Agreement

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Principal and interest on the Original Term Loan in the aggregate amount of $ 756,000 was to be repaid in weekly payments of $ 27,000 commencing on October 14, 2024 and fully repaid on or before the maturity date of April 21, 2025 .

Note 9 – Short-term Debt , continued

Effective November 5, 2024, the Company entered into an amended subordinated business loan agreement with the Lender (the “Amended Loan Agreement”) to refinance the Original Term Loan.

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The New Term Loan was expressly subordinated to the Company’s obligations on certain senior indebtedness of the Company as provided in the Amended Loan Agreement.

As of June 30, 2025, the Company had a short-term loan payable balance of approximately $ 0.1 million.

The Company recorded interest expense of approximately $ 0.1 million and $ 0.2 million related to the Amended Loan Agreement during the three and six months ended June 30, 2025.

As of September 30, 2025, the Company had no short-term loan payable balance.

The Company recorded interest expense of approximately $ 4,000 and $ 0.2 million related to the Amended Loan Agreement during the three and nine months ended September 30, 2025.

The payment multiplier on the current loan was 1.42 .

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These fees were recorded as a debt discount against the proceeds received.

As of June 30, 2025, the unamortized debt discount was $ 5,000 .

On July 7, 2025, the Company paid off the remaining balance of its short-term loan (see Note 15 – Subsequent Events).

As of September 30, 2025, the debt discount was fully amortized.

On July 7, 2025, the Company paid off all outstanding amounts owed to the Lender.

There are no further obligations under the Amended Loan Agreement.

As of September 30, 2025, no balance was owed pursuant to the Amended Loan Agreement.

Note 10 – Capital Stock and Warrants

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Pursuant to the terms of the 2023 Warrants, the exercise price was adjusted to $ 49.80 and $ 9.00 during 2023 and 2024, respectively, and was further adjusted to $ 8.40 as of June 30, 2025.

As of September 30, 2025, the 2023 Warrants had been fully exercised.

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 “2024 Offering ”) of (i) 19,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to 15,014 shares of common stock (referred to individually as a “2024 Pre-Funded Warrant” and collectively as the “2024 Pre-Funded Warrants”), and (iii) warrants to purchase an aggregate of 34,014 shares of common stock (referred to individually as a “2024 Warrant” and collectively as the “2024 Warrants”).

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The Company received net proceeds of approximately $ 1.8 million (net of $ 0.2 million in issuance costs) in the 2024 Offering.

Note 10 – Capital Stock and Warrants, continued

As of September 30, 2025, the 2024 Warrants had been fully exercised.

On June 21, 2024, the Company filed a prospectus supplement covering the offering, issuance and sale of up to $ 3.4 million in shares of the Company’s common stock pursuant to an At the Market Offering Agreement, dated June 21, 2024, between the Company and H.C.

Wainwright & Co., LLC (the “ATM Program”).

Prior to the commencement of the ATM Program, the Company sold 27,870 shares of its common stock under for proceeds of $ 47,000 (net of commissions and fees of $ 2,000 ) during the year ended December 31, 2024 under the preceding ATM program.

Prior to the commencement of the ATM Program, the Company sold 930 shares of its common stock for proceeds of $ 47,000 (net of commissions and fees of $ 2,000 ) during the year ended December 31, 2024 under the preceding ATM program.

During the year ended December 31, 2024, the Company sold 228,392 shares of its common stock under the ATM Program for net proceeds of approximately $ 3.1 million (net of commissions and other related offering expenses of approximately $ 0.3 million).

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On January 6, 2025, the Company filed a prospectus supplement for the issuance and sale of an additional $ 6.6 million in shares of common stock under the ATM Program.

During January and February 2025, the Company sold 10,303,969 shares of its common stock under the ATM Program for net proceeds of approximately $ 6.3 million (net of commissions and other related offering expenses of approximately $ 0.3 million) under this prospectus supplement.

During January and February 2025, the Company sold 343,465 shares of its common stock under the ATM Program for net proceeds of approximately $ 6.3 million (net of commissions and other related offering expenses of approximately $ 0.3 million).

Note 10 – Capital Stock and Warrants, continued

On February 13, 2025, the Company filed a prospectus supplement for the issuance and sale of an additional $ 80.0 million in shares of common stock under the ATM Program.

During the three months ended June 30, 2025, the Company sold 6,793,371 shares of its common stock for net proceeds of approximately $ 2.0 million (net of commissions and related offering expenses of approximately $ 0.1 million) under the ATM Program.

During the six months ended June 30, 2025, the Company sold 8,912,271 shares of its common stock under the ATM Program for net proceeds of approximately $ 2.5 million (net of commissions and other related offering expenses of approximately $ 0.3 million) under the ATM Program.

As of June 30, 2025, approximately $ 77.2 million in shares of common stock remained available for issuance under the ATM Program, subject to availability of authorized shares.

On September 10, 2025, the ATM Program was reduced to up to $ 70.0 million in shares of common stock.

During the three months ended September 30, 2025, the Company sold 232,989 shares of its common stock for net proceeds of approximately $ 2.4 million (net of commissions and related offering expenses of approximately $ 0.1 million) under the ATM Program.

During the nine months ended September 30, 2025, the Company sold 530,062 shares of its common stock under the ATM Program for net proceeds of approximately $ 4.9 million (net of commissions and other related offering expenses of approximately $ 0.4 million) under the ATM Program.

As of September 30, 2025, approximately $ 64.7 million in shares of common stock remained available for issuance under the ATM Program, subject to availability of authorized shares.

On September 10, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), providing for the issuance and sale by the Company, in a registered direct offering (the “2025 Offering”), of (i) 120,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to 465,347 shares of common stock (the “2025 Pre-Funded Warrants”), and (iii) warrants to purchase up to an aggregate of 585,347 shares of common stock (the “2025 Warrants”).

Each share of common stock and 2025 Pre-Funded Warrant was being offered and sold together with an accompanying 2025 Warrant at a combined price of $ 7.92 per share of common stock or 2025 Pre-Funded Warrant and accompanying 2025 Warrant, as applicable.

Each 2025 Pre-Funded Warrant and 2025 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 $ 0.00001 per share, in the case of the 2025 Pre-Funded Warrants, or $ 7.79 per share, in the case of the 2025 Warrants.

The 2025 Pre-Funded Warrants expire when they are exercised in full and the 2025 Warrants expire five years from the date of issuance.

As of September 30, 2025, 350,000 2025 Pre-Funded Warrants and 585,347 2025 Warrants were outstanding.

The 2025 Offering closed on September 11, 2025.

The Company received net proceeds of approximately $ 4.1 million from the 2025 Offering, after deducting placement agent fees and estimated offering expenses payable by the Company.

Additionally, pursuant to the Engagement Letter, dated as of July 9, 2024, as amended on December 20, 2024 and August 20, 2025 (the “Original Engagement Letter”), between the Company and H.C.

Wainwright & Co., LLC (“Wainwright”), and the Engagement Letter Joinder Agreement, dated as of September 10, 2025 (the “Joinder Agreement” and, together with the Original Engagement Letter, the “Engagement Letter”), by and among the Company, Wainwright and Rodman & Renshaw LLC (“Rodman & Renshaw” and, together with Wainwright, the “Placement Agents”), the Company, in connection with the closing of the 2025 Offering, agreed to issue to the Placement Agents or their respective designees warrants (the “Registered Direct Offering Placement Agent Warrants”) to purchase up to an aggregate of 40,974 shares of common stock.

The Registered Direct Offering Placement Agent Warrants have substantially the same terms as the 2025 Warrants, except the Registered Direct Offering Placement Agent Warrants are exercisable at any time on or after the date of issuance to purchase one share of common stock at a price of $ 9.90 per share and the Registered Direct Offering Placement Agent Warrants expire on September 10, 2030.

On September 10, 2025, in connection with the 2025 Offering, the Company entered into a letter agreement (the “Letter Agreement”) with the Investor for the immediate exercise of the outstanding 2023 Warrants and 2024 Warrants (“the Original Warrants”) to purchase an aggregate of 47,764 shares of common stock and having exercise prices of $ 6.7595 and $ 55.20 per share, respectively (the “Concurrent Warrant Exercise Transaction”).

The 2023 Warrants were exercised at the exercise price of $ 6.8845 and the 2024 Warrants were exercised at a reduced exercise price of $ 7.92 per share for aggregate gross proceeds to the Company of approximately $ 0.4 million.

As consideration for the exercise of the 2023 Warrants and 2024 Warrants for cash, the Company issued new unregistered warrants (the “New Warrants”) to purchase up to an aggregate of 47,764 shares of common stock at a fixed exercise price of $ 7.79 per share (the “New Warrant Shares”).

The New Warrants are exercisable immediately upon issuance and will expire five years following the initial issuance date.

The New Warrants are classified as equity warrants.

Except as described herein, the New Warrants are substantially similar to the Original Warrants.

The closing of the Concurrent Warrant Exercise Transaction occurred on September 11, 2025.

Also pursuant to the Engagement Letter, the Company, in connection with the closing of the Concurrent Warrant Exercise Transaction, agreed to issue to the Placement Agents or their respective designees warrants (the “Concurrent Warrant Exercise Transaction Placement Agent Warrants”) to purchase up to an aggregate of 3,343 shares of common stock.

The Concurrent Warrant Exercise Transaction Placement Agent Warrants have substantially the same terms as the New Warrants, except the Concurrent Warrant Exercise Transaction Placement Agent Warrants are immediately exercisable to purchase one share of common stock at a price of $ 9.90 per share and the Concurrent Warrant Exercise Transaction Placement Agent Warrants expire on September 10, 2030.

Note 10 – Capital Stock and Warrants, continued

Regulation A Offering

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Upon termination of the Regulation A Offering, the Company recorded a one-time total write-off of $ 0.7 million as expenses related to an abandoned financing transaction during the three months ended March 31, 2025.

Note 10 – Capital Stock and Warrants, continued

Common Stock Outstanding

5 unchanged sentences

The Company has reserved the following shares of common stock for future issuance:

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

RSUs outstanding

Warrants outstanding

Shares available for issuance under the 2017 Equity Inducement Plan

Shares available for issuance under the 2024 Equity Incentive Plan

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or (c) would become an employee of the Company or any subsidiary in connection with a merger or acquisition.

Note 11 – Stock-Based Compensation, continued

On July 20, 2022, the Board increased the number of shares of common stock reserved and available for issuance under the 2017 Equity Inducement Plan by 3,333 shares.

On March 28, 2024, the Board increased the number of shares of common stock reserved and available for issuance under the 2017 Equity Inducement Plan by 4,050 shares.

As of June 30, 2025, there are 38,262 RSUs granted and outstanding under the 2017 Equity Inducement Plan.

As of September 30, 2025, there are 1,270 RSUs granted and outstanding under the 2017 Equity Inducement Plan.

No new equity award grants are to be issued from the 2017 Equity Inducement Plan.

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On June 11, 2025, the Company’s stockholders approved an increase of the available share reserve under the 2024 Equity Incentive Plan by 66,667 shares.

As of June 30, 2025, there are 302,558 unvested RSUs outstanding under the 2024 Equity Incentive Plan.

As of June 30, 2025, 2,345,081 shares of common stock remain available for issuance under the 2024 Equity Incentive Plan.

Note 11 – Stock-Based Compensation, continued

Stock Option Activity

No stock options were granted during the three or six months ended June 30, 2025 and 2024.

There was no stock option activity during the three or six months ended June 30, 2025.

As of June 30, 2025, there were no stock options outstanding, and the unamortized fair value of stock options was $ 0 .

As of September 30, 2025, there are 10,028 unvested RSUs outstanding under the 2024 Equity Incentive Plan.

As of September 30, 2025, 78,172 shares of common stock remain available for issuance under the 2024 Equity Incentive Plan.

Restricted Stock Units (“RSUs”)

During the three months ended March 31, 2025, the Compensation Committee granted directors an aggregate of 4,750 RSUs for service on the Board.

During the nine months ended September 30, 2025, the Compensation Committee granted directors an aggregate of 159 RSUs for service on the Board.

These RSU awards vest on the one-year anniversary of the grant date.

During the three months ended March 31, 2025, the Board granted employees an aggregate of 63,000 RSUs, which vest over four years .

No RSU awards were granted during the three months ended June 30, 2025.

As of June 30, 2025, the unamortized fair value of outstanding RSUs was $ 0.3 million.

During the nine months ended September 30, 2025, the Board granted employees an aggregate of 2,099 RSUs, which vest over four years .

No RSU awards were granted during the three months ended September 30, 2025.

As of September 30, 2025, the unamortized fair value of outstanding RSUs was $ 0.3 million.

The unamortized amount will be expensed over a weighted average period of 2.6 years.

A summary of the activity related to RSUs for the six months ended June 30, 2025 is presented below:

A summary of the activity related to RSUs for the nine months ended September 30, 2025 is presented below:

Outstanding as of January 1, 2025

RSUs forfeited

Outstanding as of June 30, 2025

Outstanding as of September 30, 2025

Note 11 – Stock-Based Compensation, continued

Employee Stock Purchase Plan

In April 2015, the Board approved the Energous Corporation Employee Stock Purchase Plan (“ESPP”), under which 30,000 shares of common stock were reserved for purchase by the Company’s employees, subject to the approval by the Company’s stockholders.

In April 2015, the Board approved the ESPP, under which 1,000 shares of common stock were reserved for purchase by the Company’s employees, subject to the approval by the Company’s stockholders.

On May 21, 2015, the Company’s stockholders approved the ESPP.

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The final shares purchased under the ESPP were deemed delivered on December 31, 2024.

The weighted average grant-date fair value of the purchase option for each designated share purchased under the ESPP was approximately $ 0 per share and $ 0.85 per share for the six months ended June 30, 2025 and 2024, respectively, which represents the fair value of the option, consisting of three main components:

The weighted average grant-date fair value of the purchase option for each designated share purchased under the ESPP was approximately $ 0 per share and $ 18.90 per share for the nine months ended September 30, 2025 and 2024, 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 did not recognize any compensation expense for the ESPP during the three and six months ended June 30, 2025.

The Company recognized compensation expense for the ESPP of approximately $( 16,000 ) and $ 3,000 for the three and six months ended June 30, 2024, respectively.

Note 11 – Stock-Based Compensation, continued

The Company estimated the fair value of ESPP purchase options granted during the six months ended June 30, 2024 using the Black-Scholes option pricing model.

The Company did not recognize any compensation expense for the ESPP during the three and nine months ended September 30, 2025.

The Company recognized compensation expense for the ESPP of approximately $ 1,000 and $ 42,000 for the three and nine months ended September 30, 2024, respectively.

The Company estimated the fair value of ESPP purchase options granted during the nine months ended September 30, 2024 using the Black-Scholes option pricing model.

The fair values of ESPP purchase options granted were estimated using the following assumptions:

For the six months ended June 30,

For the nine months ended September 30,

32.70 - $ 54.90

Dividend yield

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The total amount of stock-based compensation was reflected within the statements of operations as (in thousands):

Three Months Ended June 30,

For the six months ended June 30,

Three Months Ended September 30,

For the nine months ended September 30,

Research and development

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In March 2023, the Company issued warrants to purchase up to 13,750 shares of its common stock.

The 2023 Warrants have a six-year term and were exercisable upon issuance on March 28, 2023 .

The 2023 Warrants had a six-year term and were exercisable upon issuance on March 28, 2023 .

Each 2023 Warrant was initially exercisable for one share of the Company’s common stock at a price of $ 240.00 per share.

As of June 30, 2025, the exercise price was adjusted to $ 0.28 per share (subject to further adjustment in certain circumstances, including in the event of stock dividends and splits;

As of September 11, 2025, the exercise price was adjusted to $ 8.40 per share (subject to further adjustment in certain circumstances, including in the event of stock dividends and splits;

recapitalizations;

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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.

Note 12 – 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.

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As such, the 2023 Warrants were initially measured at fair value and recorded as a liability in the amount of $ 3.1 million.

As of June 30, 2025, all 2023 Warrants were outstanding, and the fair value of the warrant liability was $ 0.1 million.

The Company recorded a change in fair value of the warrant liability of a decrease of $ 0 million and $ 0.3 million for the three and six months ended June 30, 2025, respectively.

The Company recorded a change in fair value of the warrant liability of a decrease of $ 0.3 million for both the three and six months ended June 30, 2024.

The Company recorded a change in fair value of the warrant liability of an increase of $ 10,000 and a decrease of $ 0.3 million for the three and nine months ended September 30, 2025, respectively.

The Company recorded a change in fair value of the warrant liability of an increase of $ 0.2 million and $ 0.4 million for the three and nine months ended September 30, 2024.

As of September 30, 2025, the 2023 Warrants had been fully exercised in the Concurrent Warrant Exercise Transaction, eliminating the recorded warrant liability.

See Note 13 - Fair Value Measurements for details on changes of fair value of the warrant liability.

Note 13 – 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 June 30, 2025 and December 31, 2024 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):

Balance as of June 30, 2025

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):

Balance as of September 30, 2025

Cash equivalents

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There were no transfers among Level 1, Level 2, or Level 3 categories during the periods presented.

Note 13 – Fair Value Measurements, continued

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.

The Company utilized 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 was 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.

Note 13 – Fair Value Measurements, continued

The key inputs into the Monte Carlo simulation model for the 2023 Warrants are as follows:

As of June 30, 2025

As of September 11, 2025

As of December 31, 2024

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Dividend yield

The change in the fair value of the 2023 Warrant liability was a decrease of $ 0.3 million during the six months ended June 30, 2025.

The change in fair value of the 2023 Warrant liability was $ 0.3 million during the six months ended June 30, 2024 (see Note 12 – Warrant Liability).

For the six months ended June 30,

The change in the fair value of the 2023 Warrant liability was a decrease of $ 0.3 million during the nine months ended September 30, 2025.

The change in fair value of the 2023 Warrant liability was $ 0.4 million during the nine months ended September 30, 2024 (see Note 12 – Warrant Liability).

As of September 30, 2025, the 2023 Warrants were fully exercised in the Concurrent Warrant Exercise Transaction, eliminating the recorded warrant liability.

For the nine months ended September 30,

Beginning value

Change in value of warrant liability

Warrants exercised

Note 14 – Customer Concentrations

Two customers accounted for approximately 94 % of the Company’s revenue for the three months ended June 30, 2025, and two customers accounted for approximately 88 % of the Company’s revenue for the six months ended June 30, 2025.

Two customers accounted for approximately 87 % of the Company’s revenue for the three months ended June 30, 2024, and three customers accounted for 78 % of the Company’s revenue for the six months ended June 30, 2024.

Two customers accounted for approximately 89 % of the Company’s accounts receivable balance as of June 30, 2025, and two customers accounted for approximately 99 % of the Company’s accounts receivable balance as of December 31, 2024.

Note 15 – Subsequent Events

From July 1, 2025 to July 28, 2025, the Company settled sales of 4,400,169 shares of common stock for net proceeds of approximately $ 1.7 million under the ATM Program.

On July 7, 2025, the Company made an early pay off its short-term debt with Agile Capital Funding, LLC and Agile Lending, LLC (see Note 9 – Short-term Debt, Agile Subordinated Loan Agreement ).

No further obligations are due under this loan agreement.

Three customers accounted for approximately 97 % of the Company’s revenue for the three months ended September 30, 2025, and two customers accounted for approximately 81 % of the Company’s revenue for the nine months ended September 30, 2025.

Two customers accounted for approximately 85 % of the Company’s revenue for the three months ended September 30, 2024, and two customers accounted for 74 % of the Company’s revenue for the nine months ended September 30, 2024.

Three customers accounted for approximately 99 % of the Company’s accounts receivable balance as of September 30, 2025, and two customers accounted for approximately 99 % of the Company’s accounts receivable balance as of December 31, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements