What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-26 compared with 2025-02-27 · 325 added, 361 removed, 486 unchanged (59% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID Number 207 )

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 )

Balance Sheets as of December 31, 2025 and 2024

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Opinion on the Financial Statements

We have audited the accompanying balance sheet of Energous Corporation (a Delaware corporation) as of December 31, 2024, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2024, 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, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of Energous Corporation (a Delaware corporation) as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, 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 audit.

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 audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit 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 audit, 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.

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 audit 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.

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 audit 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 audit provides a reasonable basis for our opinion.

Critical Audit Matter

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 matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Going Concern

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.

We evaluated the reasonableness of the Company’s forecasted revenues, operating expenses, and the projected cash balance as of February 28, 2026 (collectively, “forecasts”), by (1) inquiring of 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.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included:

● Reviewing the cash forecast prepared by management for one year after the date the financial statements are expected to be issued and management’s evaluation of the Company’s ability to continue as a going concern through the report issuance date.

● Assessing management’s ability to forecast revenue and cash flows by comparing prior year forecasts to actual financial results.

● Assessing the adequacy of the disclosures in the financial statements related to the going concern assessment by comparing it to the audit evidence obtained.

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

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

We have served as the Company’s auditor since 2024.

San Jose, California

February 27, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Energous Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Energous Corporation (the “Company”) as of December 31, 2023, the related statements of operations, changes in stockholders’ equity and cash flows for the year 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 the results of its operations and its cash flows for the year 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 audit.

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 audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit 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 audit 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.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit 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 audit provides a reasonable basis for our opinion.

Critical Audit Matters

(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.

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 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

We served as the Company’s auditor from 2013 to 2024.

March 26, 2026

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Cash and cash equivalents

Restricted cash

Accounts receivable, net of allowance for credit losses of $ 0 and $ 53 as of December 31, 2024 and 2023, respectively

Accounts receivable, net

Prepaid expenses and other current assets

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Operating lease liabilities, current portion

Short-term debt, net

Short-term loan payable, net

Deferred revenue

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Stockholders’ equity (deficit):

Preferred Stock, $ 0.00001 par value, 10,000,000 shares authorized as of December 31, 2024 and December 31, 2023;

no shares issued or outstanding as of December 31, 2024 and December 31, 2023.

Common Stock, $ 0.00001 par value, 200,000,000 shares authorized as of December 31, 2024 and December 31, 2023;

13,575,907 and 5,471,121 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively.

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

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

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

2,200,240 and 452,533 shares issued and outstanding as of December 31, 2025 and 2024, respectively.

Additional paid-in capital

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Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

Total liabilities and stockholders’ equity

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.

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Severance expense

Expenses from abandoned financing transaction

Total operating expenses

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Other income (expense), net:

Offering costs related to warrant liability

Change in fair value of warrant liability

Interest income, net

Loss on retirement of property and equipment

Loss on extinguishment of short-term debt

Other expense

Discount fees from accounts receivable factoring agreements

Total other income (expense), net

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Equity (Deficit)

Balance as of January 1, 2023

Balance, January 1, 2024

Stock-based compensation - stock options

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Stock-based compensation - employee stock purchase plan (“ESPP”)

Stock-based compensation - performance share units (“PSUs”)

Issuance of shares for RSUs

Issuance of shares for PSUs

Shares purchased from contributions to the ESPP

Cash in lieu of shares from reverse stock split

Shares issued to consultants for services

Pre-funded warrants exercised

Issuance of shares in a sale of common stock, pre-funded warrants and warrants, net of $ 230 in issuance costs

Issuance of shares in an at-the-market (“ATM”) placement, net of $ 346 in issuance costs

Issuance of shares in a sale of common stock, net of $ 3,166 in issuance costs and fair value of liability warrant

Issuance of shares in a sale of common stock to Chief Executive Officer

Balance as of December 31, 2023

Stock-based compensation - stock options

Balance, December 31, 2024

Stock-based compensation - RSUs

Stock-based compensation - ESPP

Issuance of shares for RSUs

Shares purchased from contributions to the ESPP

Shares issued to consultants for services

Warrants exercised

Reclassification of a warrant liability upon warrant exercise

Pre-funded warrants exercised

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Issuance of shares in an ATM placement, net of $ 1,155 in issuance costs

Balance as of December 31, 2024

Balance, December 31, 2025

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.

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Stock-based compensation

Inventory net realizable value adjustment

Allowance for credit losses

Loss on retirement of property and equipment

Common stock issued to consultants for services

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Change in fair value of warrant liability

Offering costs allocated to warrants

Changes in operating assets and liabilities:

Accounts receivable

Accounts receivable, net

Prepaid expenses and other current assets

Operating lease right-of-use assets

Operating lease right-of-use (“ROU”) assets

Accounts payable

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Repayments of short-term loan

Repayments of financed insurance premiums

Net proceeds from exercise of warrant liability

Repayments of financed insurance

Net proceeds from an ATM offering

Net proceeds from a sale of common stock and warrant issuance

Proceeds from sale of common stock to the former Chief Executive Officer

Proceeds from contributions to the ESPP

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash - beginning

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Supplemental disclosure of non-cash investing and financing activities:

Decrease in operating lease right-of-use assets and operating lease liabilities from incremental borrowing rate change

Decrease in ROU assets and operating lease liabilities from lease amendment

Increase in ROU assets and operating lease liabilities from lease modification

Decrease in ROU assets from shares issued to landlord

Accrued interest in short-term loan payable

Reclassification of warrant liability to equity upon warrant exercise

Financing of insurance premiums

Increase in operating lease right-of-use assets and operating lease liabilities from lease modification

Common stock issued for RSUs

ENERGOUS CORPORATION

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Description of Business

Energous Corporation d/b/a Energous Wireless Power Solutions (the “Company”) has developed a 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.

This innovation enhances operational visibility, control, and intelligent business automation.

The Company’s solutions support both near-field and at-a-distance wireless charging, supplying power at multiple levels across varying distances.

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.

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

The Company believes its technology represents a breakthrough in wireless power delivery, offering a differentiated approach to charging IoT devices via RF technology.

To date, the Company has developed and released multiple transmitter and receiver solutions, including prototypes and partner production designs.

The Company’s transmitters vary in form factor, power specifications, and operating frequencies, while the Company’s receivers are engineered to support a wide range of wireless charging applications across multiple device categories.

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 ambient Internet of Things (“IoT”) devices, transforming supply chain capabilities from limited tracking to overall business intelligence.

The Company’s WPN technology consists of transmitter systems, receiver integrated circuits, and supporting software designed to deliver power and data to battery-free IoT devices across a range of operating distances and power levels.

These capabilities support applications that require continuous operation without wired power connections or periodic battery replacement.

With a patent portfolio exceeding 300 patents, the Company’s solutions support both near-field and at-a-distance wireless power transmission and include advanced receiver technology designed for use across multiple device categories.

Applications include retail sensors, electronic shelf labels (“ESLs”), asset trackers, air quality monitors, motion detectors, and other monitoring solutions.

To date, the Company has developed and released multiple transmitter and battery-free receiver products.

The Company’s transmitters vary in form factors, power specifications, and operating frequencies, and our receivers are designed to support a range of wireless power-enabled device applications, including:

Cold Chain, Asset Tracking, Medical IoT

Ambient IoT Sensors

Cold Chain, Logistics, Asset Tracking

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Retail and Industrial IoT

The first WPN-enabled end product featuring the Company’s technology entered the market in 2019.

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.

The first WPN-enabled product featuring the Company’s technology entered the market in 2019.

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

In the second quarter of 2025, the Company introduced the battery-free e-Sense tag and the e-Compass cloud-based software platform, which together supported the first end-to-end wireless power-enabled IoT device monitoring and management solution.

As the Company continues to innovate its technology applications, the Company anticipates the release of additional wireless power-enabled products.

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.

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.

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Note 2 – Liquidity and Management Plans

During the years ended December 31, 2024 and 2023, the Company has recorded revenue of $ 0.8 million and $ 0.5 million, respectively.

During the years ended December 31, 2025 and 2024, the Company recorded revenue of $ 5.6 million and $ 0.8 million, respectively.

The Company incurred a net loss of $ 9.6 million and $ 18.4 million for the years ended December 31, 2025 and 2024, respectively.

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As of December 31, 2025, the Company had cash on hand of $ 10.4 million.

The Company is currently meeting its liquidity requirements through the proceeds of securities offerings, including the ATM Program (as defined in Note 10 below), which securities offerings generated aggregate net proceeds of $ 3.2 million during the year ended December 31, 2024, as well as short-term loans which have a net balance of $ 0.8 million as of December 31, 2024.

The Company raised net proceeds in the ATM Program of approximately $ 13.4 million during January and February 2025 (see Note 16 – Subsequent Events).

Based on current operating levels and further cost reductions implemented in the first quarter of 2025, the Company believes it has sufficient cash on hand 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.

Accordingly, the Company expects 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.

The Company is currently meeting its liquidity requirements through the collection of accounts receivable and net proceeds generated from securities offerings through the Company’s ATM Program (see Note 10 – Capital Stock and Warrants and Note 17 – Subsequent Events) and selectively capital stock and warrants financings.

Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements - Going Concern , requires management to assess the Company’s ability to continue as a going concern.

In accordance with this guidance, the Company’s management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

In addition to cash on hand as of December 31, 2025, the Company raised net proceeds in the ATM Program of approximately $ 31.9 million between January 2 and March 23, 2026 (see Note 17 – Subsequent Events).

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

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.

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.

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.

Note 3 – Summary of Significant Accounting Policies

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Reclassifications

Certain reclassifications have been made to the fiscal year 2023 balance sheet to conform to the fiscal year 2024 presentation.

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

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

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

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.

The Company’s significant estimates and assumptions include the valuation of stock-based compensation instruments, recognition of revenue, inventory valuation, fair value of warrant liabilities and the valuation allowance on deferred tax assets.

The Company’s significant estimates and assumptions include recognition of revenue, inventory valuation, fair value of warrant liabilities, accounting for lease obligations and the valuation allowance on deferred tax assets.

Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

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Actual results could differ from those estimates.

Cash, Cash Equivalents and Restricted Cash

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable.

As of December 31, 2025 and 2024, and periodically throughout the year, the Company had cash balances in various operating accounts in excess of federally insured limits.

The Company maintains its cash and cash equivalents with what it considers high credit quality financial institutions.

One customer accounted for approximately 85 % of the Company's revenue for the year ended December 31, 2025 and two customers accounted for approximately 76 % of the Company's revenue for the year ended December 31, 2024.

One customer accounted for approximately 99 % of the Company's accounts receivable balance as of December 31, 2025.

Two customers accounted for approximately 99 % of the Company's accounts receivable balance as of December 31, 2024.

The Company does not require collateral or other security to support accounts receivable.

To reduce risk, the Company's management performs ongoing credit evaluations of its customers' financial condition.

The Company maintains allowances for potential credit losses in its financial statements.

Substantially all of the Company's product sales were supplied by one contract manufacturer during the years ended December 31, 2025 and 2024 which exposes it to various risks.

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.

The Company reports restricted cash on its balance sheet to disclose the amount reserved for a specific purpose aside from ordinary business operations.

The Company had restricted cash as collateral for the Company’s corporate credit card program which was discontinued during the second quarter of 2024.

As of December 31, 2024 and 2023, the carrying value of restricted cash was $ 0 and $ 0.1 million, respectively.

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 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”) 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.

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Note 3 – Summary of Significant Accounting Policies, continued

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.

Offering costs associated with warrants classified as liabilities are expensed as incurred and are presented as offering costs related to warrant liability in the statement of operations.

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

The Company follows ASC 820, “Fair Value Measurements” (“ASC 820”), which establishes a common definition of fair value to be applied when U.S.

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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.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, cash equivalents, prepaid expenses, other current assets, and accounts payable and accrued expenses, are an approximate of their fair values because of the short maturity of these instruments.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses, are an approximate of their fair values because of the short maturity of these instruments.

The carrying amounts of the Company’s short-term debt and lease liabilities approximate fair value due to the market interest rates that these obligations bear and interest rates currently available to the Company.

The Company’s derivative liabilities recognized at fair value on a recurring basis are a level 3 measurement (see Note 15 – Fair Value Measurement).

Note 3 – Summary of Significant Accounting Policies, continued

Revenue Recognition

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Recognize revenue when or as the performance obligations are satisfied.

Note 3 – Summary of Significant Accounting Policies, continued

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, 2024 and 2023, the Company recognized $ 0.8 million and $ 0.5 million in revenue, respectively.

The Company records revenue associated with product development projects that it enters into with certain customers.

During the years ended December 31, 2025 and 2024, the Company recognized $ 5.6 million and $ 0.8 million in revenue, respectively (see Note 12 – Revenue Recognition for additional information on revenue disaggregation).

The Company records a majority of its revenue based on the shipment of products that it sells.

Generally, there is a five-day return policy on the Company’s shipment of products.

Additionally, 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.

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Any deferred revenue is recognized upon achievement of the performance obligation or expiration of a support agreement.

Payment terms for most customer invoices are a minimum of net 30 days .

Product sales are usually subject to a warranty of a minimum of one year .

Shipping and Handling

The Company reflects the cost of shipping its products to customers as a cost of revenue.

Reimbursements received from customers for freight costs are recognized as product revenue.

Accounts Receivable

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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 recorded $ 0 for credit losses on its accounts receivable as of December 31, 2024 compared to an allowance of $ 0.1 million on its accounts receivable balance as of December 31, 2023.

Based on these assessments, the Company recorded $ 0 for credit losses on its accounts receivable as of both December 31, 2025 and 2024.

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

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Proceeds from the factoring agreements are reflected as a reduction of accounts receivable on the Company’s balance sheets and included in the cash flows operating activities in the statements of cash flows.

The Company received proceeds under its accounts receivable factoring agreement of approximately $ 0.3 million and $ 0 during the years ended December 31, 2024 and 2023, respectively.

The Company received proceeds under its accounts receivable factoring agreement of approximately $ 0 and $ 0.3 million during the years ended December 31, 2025 and 2024, respectively.

There were no outstanding receivables due under the accounts receivable factoring agreement as of December 31, 2025 and 2024.

Discount fees from factoring accounts receivable were approximately $ 0 and $ 31,000 for the years ended December 31, 2025 and 2024, respectively, and are included in other income (expense), net on the statement of operations.

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

Inventory is stated at the lower of cost, determined on a weighted average cost method, or net realizable value.

Net realizable value is calculated at the end of each reporting period and adjustment, if needed, is made.

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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 $ 4.1 million and $ 7.7 million for the years ended December 31, 2025 and 2024, respectively.

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Forfeitures are recorded as they occur.

Under the ESPP, employees may purchase 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 recognizes stock-based compensation expense for the fair value of the purchase options, as measured on the grant date.

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

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.

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.

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

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between consolidated financial statement carrying amounts and the tax basis of existing assets and liabilities and net operating loss and tax credit carryforwards.

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The Company continues to assess the need for a valuation allowance on the deferred tax assets by evaluating both positive and negative evidence that may exist.

Any adjustment to the valuation allowance on deferred tax assets would be recorded in the statements of income for the period that the adjustment is determined to be required.

Any adjustment to the valuation allowance on deferred tax assets would be recorded in the statements of operations for the period that the adjustment is determined to be required.

The Company accounts for uncertain tax position in accordance with ASC 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 ASC 740, “Income Taxes” also discusses the classification of related interest and penalties on income taxes.

The guidance from ASC 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.

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 does not believe the impact of these provisions and the OBBBA to have a material impact on its financial statements.

Note 3 – Summary of Significant Accounting Policies, continued

Net Loss Per Common Share

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Diluted net loss per common 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.

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 net loss per common share excludes potentially dilutive securities of 688,419 and 65,710 for the years ended December 31, 2025 and 2024, respectively, because their inclusion would be antidilutive.

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.

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Warrants issued to investors

Options to purchase common stock

Total potentially dilutive securities

For the year ended December 31, 2024, 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 December 31, 2024 have an exercise price of $ 0.30 per share.

For the year ended December 31, 2023, the table above includes 83,333 warrants that expired on March 1, 2024, which had an exercise price of $ 200.00 per share and 412,500 warrants expiring on March 28, 2029, which have an exercise price of $ 0.30 per share.

For the year ended December 31, 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 year ended December 31, 2024, the table above includes 34,014 warrants expiring on February 20, 2029, which have an exercise price of $ 55.20 per share and 13,750 warrants expiring on March 28, 2029, which, as of December 31, 2024 had an exercise price of $ 9.00 per share.

Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over the useful lives (in years) of the related asset.

The Company currently uses the following expected life terms for depreciating property and equipment:

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See Note 8 – Commitments and Contingencies, Operating Leases for further discussion of the Company’s operating leases.

Note 3 – Summary of Significant Accounting Policies, continued

The Company has one operating segment and one reportable segment as its chief operating decision maker (“CODM”), who is its Chief Executive Officer and Chief Financial Officer, reviews financial information on a regular basis for purposes of allocating resources and evaluating financial performance.

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Adoption of New Accounting Standard

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-07, “Segment Reporting” (“Topic 280”), Improvements to Reportable Segment Reporting.

This standard is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The Company adopted this standard on a retrospective basis for the fiscal 2024 annual period, and for interim periods beginning January 1, 2025.

The adoption did not have a material impact on the Company’s financial statements and is limited to financial statement disclosures.

Note 3 – Summary of Significant Accounting Policies, continued

Recent Accounting Pronouncements, Not Yet Adopted

In December 2023, the FASB issued ASU No.

2023-09, “Income Taxes” (“Topic 740”), Improvements to Income Tax Disclosures.

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-09, “Income Taxes (Topic 740), Improvements to Income Tax Disclosures” (“ASU 2023-09”).

This standard is intended to enhance the transparency and usefulness of income tax disclosures to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

This standard is effective for the Company’s annual fiscal period beginning January 1, 2025.

Adoption of this standard will not have a material impact on the Company’s financial statements.

The Company adopted this standard during the year ended December 31, 2025.

The adoption of this standard did not have a material impact on the Company’s financial statements and related disclosures.

Recent Accounting Pronouncements, Not Yet Adopted

In November 2024, the FASB issued ASU No.

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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 had or will have a material impact on the 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.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270):

Narrow-Scope Improvements” , which intends to improve the navigability of the guidance in ASC 270, “Interim Reporting” (“ASC 270”) and clarify when it applies.

The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods.

The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, and permits prospective or full retrospective adoption.

Early adoption is permitted.

The Company is evaluating the impact of this guidance on its financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, which addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S.

The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

Entities are required to apply the amendments to ASC 260, “Earnings Per Share” (“ASC 260”), retrospectively.

All other amendments may be applied prospectively or retrospectively.

Early adoption is permitted.

The Company is evaluating the impact of this guidance on its 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 financial statements.

Note 4 – Prepaid Expenses and Other Current Assets

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December 31, 2024

Prepaid and deferred financing costs

Deposit with contract manufacturer

Prepaid insurance

Deposit for intellectual property renewals

Deferred cost of revenue

Prepaid software and support

Deposit with contract manufacturer

Prepaid subscriptions

Tradeshow deposits

Prepaid and deferred financing costs

Other deposits

In addition to the prepaid expenses and other current assets disclosed above, the Company had $ 0.3 million and $ 0 in other assets relating to deposits for intellectual property renewals as of December 31, 2025 and 2024, respectively.

Note 5 – Inventory

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Note 6 – Property and Equipment

Property and equipment are as follows (in thousands):

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

Balance as of

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December 31, 2024

Computer software

Computer hardware

Computer software

Furniture and fixtures

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Total property and equipment, net

The Company disposed of $ 0 and $ 125,000 in property and equipment during the years ended December 31, 2024 and 2023, respectively.

Total depreciation and amortization expense of the Company’s property and equipment was $ 196,000 and $ 187,000 for the years ended December 31, 2024 and 2023, respectively, of which, $ 4,000 and $ 0 were included in cost of revenue for the years ended December 31, 2024 and 2023, respectively.

The Company disposed of $ 1.4 million in fully depreciated property and equipment during the year ended December 31, 2025.

There were no disposals during the year ended December 31, 2024.

Total depreciation and amortization expense of the Company’s property and equipment was $ 0.1 million and $ 0.2 million for the years ended December 31, 2025 and 2024, respectively, of which, $ 1,000 and $ 4,000 were included in cost of revenue for the years ended December 31, 2025 and 2024, respectively.

Note 7 – Accrued Expenses

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Accrued compensation

Accrued purchased inventory received

Accrued stock registration expense

Customer deposits received

Accrued legal expenses

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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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The adjustment created a one -time reduction to the ROU lease asset and operating lease liability of approximately $ 51,000 .

Upon expiration of the original lease on September 30, 2022, the new monthly lease payment starting October 1, 2022 is 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 .

No other changes were made to the existing lease.

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 .

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.

The Company recorded lease expense of $ 0.8 million for both of the years ended December 31, 2024 and 2023.

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.

The Company agreed to issue 2,500 shares of its common stock to the landlord upon signing the amendment as partial consideration for the amended lease and agreed to new monthly payments beginning October 2025 of approximately $ 37,000 , escalating to approximately $ 46,000 during 2026 and $ 51,000 during 2027.

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 $ 0.5 million and $ 0.8 million for the years ended December 31, 2025 and 2024, respectively.

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 $ 0.7 million through the third quarter of 2025.

As of December 31, 2024, the Company has total operating lease right-of-use assets of $ 0.5 million and current operating lease liabilities of $ 0.7 million.

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

The Company anticipates having future total lease payments of $ 1.2 million through the fourth quarter of 2027.

As of December 31, 2025, the Company has total operating lease right-of-use assets of $ 0.9 million, current operating lease liabilities of $ 0.5 million and long-term operating lease liabilities of $ 0.6 million.

The weighted average remaining lease term is 2.0 years as of December 31, 2025.

A reconciliation of undiscounted cash flows to lease liabilities recognized as of September 30, 2024 is as follows (in thousands):

Note 8 – Commitments and Contingencies, continued

A reconciliation of undiscounted cash flows to lease liabilities recognized as of December 31, 2025 is as follows (in thousands):

For the year ending December 31,

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Total operating lease liabilities

Note 8 – Commitments and Contingencies, continued

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 was required to remit quarterly payments of approximately $ 233,000 through the second quarter of 2024.

In June 2024, the Company renewed this agreement through the end of 2025 under which the Company is required to remit quarterly payments of approximately $ 52,000 through the fourth quarter of 2025.

The Company recorded $ 0.6 million and $ 0.9 million during 2024 and 2023, respectively, under this agreement.

Litigations, Claims, and Assessments

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MBO Bonus Plan

On March 15, 2018, the Company’s Board of Directors (the “Board”), on the recommendation of the Board’s Compensation Committee (the “Compensation Committee”), approved the Energous Corporation MBO Bonus Plan (“MBO Bonus Plan”) for executive officers of the Company.

To be eligible to receive a bonus under the MBO 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 MBO Bonus Plan, the Compensation Committee was responsible for selecting the amounts of potential bonuses for executive officers, the performance metrics used to determine whether any such bonuses would be paid and determining whether those performance metrics had been achieved.

During the years ended December 31, 2024 and 2023, the Company recognized a total of $ 0 and $ 0.7 million, respectively, in expense under the MBO Bonus Plan.

The expense under the MBO Bonus Plan is recorded under operating expenses on the Company’s Statement of Operations within each executive’s department.

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.

During the year ended December 31, 2024, the Company recorded approximately $ 0.3 million expense under the 2024 Bonus Plan to be paid during the first quarter of 2025.

Note 8 – Commitments and Contingencies, continued

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.

During the year ended December 31, 2025, the Company did no t record any expense under the 2024 Bonus Plan.

During the year ended December 31, 2024, the Company recorded $ 0.3 million expense under the 2024 Bonus Plan which was paid out during the first quarter of 2025.

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.

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 $ 1.1 million in bonus expense under the 2025 Bonus Plan during the year ended December 31, 2025, which the Company plans to pay during the first quarter of 2026.

Severance and Change in Control Agreement

On March 15, 2018, the Compensation Committee approved a form of Severance and Change in Control Agreement that the Company may enter into with executive officers.

On May 30, 2024, the Compensation Committee approved a new form of Severance Agreement and Change in Control Agreement (“Severance Agreement”) that the Company may enter into with executive officers and vice presidents (each, an “Executive”).

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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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Johnston’s departure during the year ended December 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).

As of December 31, 2024, the Company had accrued unpaid severance expense related to COBRA reimbursements of approximately $ 28,000 pertaining to the Johnston Severance Agreement, which is due to be paid through September 2025.

Johnston received approximately $ 8,000 in Director’s fees for the period of March 28, 2024 through June 12, 2024, during which he did not serve as President and Chief Executive Officer but continued to serve as a member of the Board.

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 received payments and benefits including cash severance payments equivalent to nine months of his then-current salary of $ 266,000 and premium payments for continued healthcare coverage for nine months following his resignation effective date.

Mannina’s restricted stock units continued to vest through August 16, 2023.

As of December 31, 2024, the Company did no t have any accrued unpaid severance expense pertaining to Mr.

Mannina’s agreement.

Note 8 – Commitments and Contingencies, continued

Strategic Alliance Agreement

In November 2016, the Company and Dialog Semiconductor plc (“Dialog”), a related party, 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.

In addition, both parties agreed on a revenue sharing arrangement and to collaborate on the commercialization of Licensed Products based on a mutually-agreed upon plan.

Each party would retain all of its intellectual property rights.

The Alliance Agreement had an initial term of seven years , with automatic renewal annually thereafter unless terminated by either party upon 180 days’ prior written notice.

The Company could terminate the Alliance Agreement at any time after the third anniversary of the Alliance Agreement upon 180 days’ prior written notice to Dialog, or if Dialog breached 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 agreed to terminate the requirement.

On September 20, 2021, the Company was notified by Dialog, which had been recently acquired by Renesas Electronics Corporation (“Renesas”), that it was terminating the Alliance Agreement between the Company and Dialog.

There is a wind down period included in the Alliance Agreement which concluded in September 2024.

During the wind down period, the Alliance Agreement’s terms applied to the Company’s products that are covered by certain existing customer relationships, except that the parties’ respective exclusivity rights have terminated.

As of December 31, 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 5, 2024, the Company financed $ 365,000 in business insurance premiums to be repaid in nine installments of $ 42,000 with a borrowing rate of 8.3 %.

On October 31, 2024, the Company financed $ 37,000 in additional business insurance premiums to be repaid in three installments of $ 12,000 with a borrowing rate of 8.3 %.

As of December 31, 2024, the outstanding balance on the financing for insurance premiums was $ 54,000 .

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 % per year.

On October 15, 2025, the Company financed approximately $ 0.1 million in cyber liability and additional insurance premiums to be repaid in 11 installments of approximately $ 6,000 with a borrowing rate of 6.09 % per year.

As of December 31, 2025, the Company had an outstanding balance of approximately $ 0.1 million on the financing for its insurance premiums with a weighted average borrowing rate of 6.45 % per year.

Agile Subordinated Loan Agreement

Effective October 1, 2024, the Company entered into a subordinated business loan agreement (the “Original Loan Agreement”) with Agile Capital Funding, LLC and Agile Lending, LLC (collectively, the “Lender”), which provided for an initial term loan of $ 525,000 , with the ability to receive additional term loans of up to $ 1.6 million, subject to certain conditions (such loans, the “Term Loan”).

Principal and interest on the initial 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.

The Term Loan would be expressly subordinated to the Company’s obligations on certain senior indebtedness of the Company as provided in the Original Loan Agreement.

Effective only upon the occurrence and continuance of an event of default under the Loan Agreement, the Company would grant the Lender a security interest in certain collateral, excluding intellectual property, of the Company as set forth in the Original Loan Agreement.

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 Term Loan.

The Amended Loan Agreement provides for a new term loan of $ 997,000 , with the ability to receive additional term loans of up to $ 1.6 million, subject to certain conditions (such new loans, the “New Term Loan”).

Principal and interest on the initial new term loan in the aggregate amount of $ 1,415,740 is to be repaid in weekly payments of approximately $ 39,000 and fully repaid on or before the maturity date of July 17, 2025 .

The proceeds of the New Term Loan were allocated to cover the administrative fee of $ 48,000 and to repay in full the Term Loan as described above, which had a carrying amount of $ 429,000 and settlement value of $ 648,000 on November 5, 2024.

The remaining proceeds will be utilized for working capital.

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

The Amended Loan Agreement replaces the Original Loan Agreement and otherwise contains substantially the same terms as the Original Loan Agreement.

As of December 31, 2024, the Company had a short-term loan payable balance of approximately $ 0.8 million.

The Company recorded interest expense of approximately $ 0.2 million related to the Original Loan Agreement and the Amended Loan Agreement.

The Company recorded a loss on the extinguishment of debt of approximately $ 0.2 million related to the Original Loan Agreement.

The payment multiplier on the current loan is 1.42 .

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 .

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.

The Amended Loan Agreement provided for a new term loan of $ 997,000 , with the ability to receive additional term loans of up to $ 1.6 million, subject to certain conditions (such new loans, the “New Term Loan”).

Principal and interest on the New Term Loan in the aggregate amount of $ 1,415,740 was repaid in weekly payments of approximately $ 39,000 and fully repaid before the maturity date of July 17, 2025 on July 7, 2025.

The proceeds of the New Term Loan were allocated to cover the administrative fee of $ 48,000 and to repay in full the Original Term Loan as described above, which had a carrying amount of $ 429,000 and settlement value of $ 648,000 on November 5, 2024.

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 December 31, 2025, the Company had no short-term loan payable balance in relation to the Agile loan agreement.

The Company recorded interest expense of approximately $ 0.2 million related to the Amended Loan Agreement during the year ended December 31, 2025.

The payment multiplier on the New Term Loan was 1.42 .

An administrative fee of $ 25,000 was paid on the Original Loan agreement, and an administrative fee of $ 48,000 was paid on the Amended Loan Agreement.

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

As of December 31, 2024, the unamortized debt discount was $ 39,000 .

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

As of December 31, 2025, the debt discount was fully amortized.

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

As of December 31, 2025, no balance was owed pursuant to the Amended Loan Agreement.

Note 10 – Capital Stock and Warrants

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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.

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 (“Prior Shelf”), and contained two prospectuses:

a base prospectus, which covered the offering, issuance and sale by the Company of up to $ 75 million of its common stock, preferred stock, debt securities, warrants to purchase its 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 million of its common stock to be issued and sold under the At Market Issuance Sales Agreement, as amended, between the Company and B.

Riley Securities, Inc.

(the “Prior ATM Program”).

The $40 million of common stock to be offered, issued and sold under the Prior ATM Program was included in the $75 million of securities that could be offered, issued and sold by the Company under the base prospectus.

The Company sold shares of its common stock which raised net proceeds of $ 38.8 million (net of $ 1.2 million in issuance costs) during the third and fourth quarters of 2020 under the Prior ATM Program.

On October 4, 2021, the Company filed a prospectus supplement covering the offering, issuance and sale of up to an additional $ 35 million of shares of the Company’s common stock pursuant to the Prior ATM Program.

The Company raised net proceeds of $ 27.0 million (net of $ 0.9 million in issuance costs), during 2021 under the Prior ATM Program.

During 2022, the Company raised an additional $ 0.7 million (net of $ 0.1 million in issuance costs) under the Prior ATM Program.

During the first quarter of 2023, the Company raised $ 3.6 million (net of $ 0.2 million in issuance costs) under the Prior ATM Program.

The Prior Shelf expired on September 24, 2023.

As of December 31, 2024, there is no amount remaining under the Prior Shelf due to its expiration.

Note 10 – Capital Stock and Warrants, continued

On November 15, 2021, the Company filed an additional shelf registration statement on Form S-3 with the SEC, which became effective on December 16, 2021.

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 million.

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.

This shelf registration statement allowed 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 million.

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) 13,750 shares of its common stock and (ii) warrants to purchase up to 13,750 shares of its common stock (the “2023 Warrants”), for net proceeds of $ 2.7 million, 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 had an initial exercise price of $ 8.00 .

The 2023 Warrants were immediately exercisable upon issuance and had a term of six years and an initial exercise price of $ 240.00 .

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 of common stock (see Note 14 – Warrant Liability and Note 15 – Fair Value Measurements).

Pursuant to the terms of the 2023 Warrants, the exercise price was adjusted to $ 1.66 during 2023 and was further adjusted to $ 0.30 as of December 31, 2024.

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 ”) pursuant to a prospectus supplement dated February 15, 2024, of (i) 570,000 shares of the Company’s 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 an aggregate of 1,020,409 shares of common stock (referred to individually as a “Warrant” and collectively as the “2024 Warrants”).

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 December 31, 2025, the 2023 Warrants had been fully exercised.

On December 13, 2024, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective February 12, 2025.

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”).

Each share of common stock and 2024 Pre-Funded Warrant was offered and sold, together with an accompanying 2024 Warrant at a combined price of $ 58.80 per share of common stock or 2024 Pre-Funded Warrant, as applicable, and the accompanying 2024 Warrant.

Each Pre-Funded Warrant and 2024 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 Pre-Funded Warrants, or $ 1.84 per share, in the case of 2024 Warrants.

The Pre-Funded Warrants expired upon full exercise in April 2024, and the 2024 Warrants expire five years from the date of issuance.

Each 2024 Pre-Funded Warrant and 2024 Warrant was exercisable at any time on or after the date of issuance to purchase one share of common stock at a price of either $ 0.03 per share, in the case of 2024 Pre-Funded Warrants, or $ 55.20 per share, in the case of 2024 Warrants.

The 2024 Pre-Funded Warrants expired upon full exercise in April 2024, and the 2024 Warrants had an expiration date of five years from the date of issuance.

The 2024 Offering closed on February 20, 2024.

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

On June 21, 2024, the Company filed a prospectus supplement (“June 2024 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 “Current ATM Program”, and together with the Prior ATM program, the “ATM Program”).

In addition, on June 20, 2024, the Company provided notice of termination of the Prior ATM Program that the Company had entered into with Roth Capital Partners, LLC, as sales agent.

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

The Company entered into the Current ATM Program discussed above to replace the Prior ATM Program.

During the three months and year ended December 31, 2024, the Company sold 5,634,585 shares and 6,851,753 shares, respectively, of its common stock under the Current ATM Program for net proceeds of approximately $ 2.4 million and $ 3.1 million, respectively (net of commissions and other related offering expenses of approximately $ 0.1 million and $ 0.3 million, respectively).

On December 30, 2024, the Company filed a prospectus supplement (“December 2024 Prospectus Supplement”) to amend the June 2024 Prospectus Supplement to cover the issuance and sale of an additional $ 7.46 million in shares of the Company’s common stock subject to, and in accordance with, the Current ATM Program.

As of December 31, 2024, no sales had settled under this prospectus supplement.

See Note 16 – Subsequent Events for details on proceeds raised during January and February 2025.

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

As of December 31, 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 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 $ 3.2 million (net of commissions and other related offering expenses of approximately $ 0.3 million).

On December 30, 2024, the Company filed a prospectus supplement for the issuance and sale of an additional $ 7.46 million in shares of common stock under the ATM Program.

During January 2025, the Company sold 209,348 shares of its common stock under the ATM Program for net proceeds of approximately $ 7.0 million (net of commissions and other related offering expenses of approximately $ 0.4 million).

Note 10 – Capital Stock and Warrants, continued

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 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).

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.

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

In total, during the year ended December 31, 2025, the Company sold 555,155 shares of its common stock for net proceeds of approximately $ 5.0 million (net of commissions and related offering expenses of approximately $ 0.4 million) under the ATM Program.

As of December 31, 2025, approximately $ 64.6 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 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 December 31, 2025, no 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 $ 4.0 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 to date (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.

Note 10 – Capital Stock and Warrants, continued

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.

Regulation A Offering

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The Regulation A Offering was qualified by the SEC on November 22, 2024.

Note 10 – Capital Stock and Warrants, continued

As of December 31, 2024, the Company has not closed any transactions related to the Regulation A Offering.

The Company’s prepaid expenses and other current assets as of December 31, 2024 include approximately $ 0.3 million in prepaid financing expenses related to the Regulation A Offering.

If the Company decides not to pursue financing under the Regulation A Offering, the prepaid financing expenses that have been deferred will be expensed and not available to use for other financing transactions.

On March 11, 2025, the Company withdrew the Regulation A Offering.

No sales of Units were made pursuant to the Regulation A Offering.

The Company’s prepaid expenses and other current assets as of December 31, 2024 included approximately $ 0.3 million in prepaid financing expenses related to the Regulation A Offering.

An additional $ 0.4 million in expenses related to the Regulation A Offering was recorded during the year ended December 31, 2025.

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 year ended December 31, 2025.

Common Stock Outstanding

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There are currently 200,000,000 shares of common stock authorized for issuance.

As of December 31, 2025, there were 2,200,240 shares of the Company’s common stock outstanding.

Common Stock Reserved for Future Issuance

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December 31, 2024

Stock options outstanding

RSUs outstanding

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Shares available for issuance under the 2024 Equity Incentive Plan

Shares available for issuance under the 2014 Non-employee Equity Compensation Plan

Shares available for issuance under the 2015 Performance Share Unit Plan

Shares available for issuance under the 2017 Equity Inducement Plan

Shares available for issuance under the 2024 Equity Incentive Plan

Shares available for issuance under the Employee Stock Purchase Plan

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

Note 11 – Stock Based Compensation, continued

2024 Equity Incentive Plan

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All existing outstanding awards remain outstanding under the Prior Equity Plans, and an additional 15,200 shares of common stock were approved for issuance under the 2024 Equity Incentive Plan.

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 December 31, 2025, there are 9,727 RSUs granted and outstanding under the 2024 Equity Incentive Plan.

As of December 31, 2025, 78,176 shares of common stock remain available for issuance under the 2024 Equity Incentive Plan.

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.

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

On June 12, 2024, the Company’s stockholders approved the amendment and restatement of the ESPP to increase the number of shares reserved for issuance under the ESPP by 6,200 shares.

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.

No more than 375 shares may be purchased by an employee under the ESPP during an offering period.

Excess contributions during an offering period are refunded to the employees.

An offering period is six months in duration commencing on or about January 1 and July 1 of each year.

The exercise price of options purchased under the ESPP is the lesser of 85 % of the fair market value 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.

As of December 31, 2024, 13,791 shares of common stock remain eligible to be issued under the ESPP.

Employees contributed approximately $ 6,000 and $ 73,000 through payroll withholdings to the ESPP during the years ended December 31, 2024 and 2023, respectively.

Stock Option Award Activity

In February 2022, the Board granted the Company’s former Chief Executive Officer 15,000 stock options 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 two following anniversaries .

Under the former Chief Executive Officer’s Severance Agreement, unvested awards vesting within 18 months of termination were accelerated and became vested on March 26, 2024.

Consequently, 3,750 options became vested and another 3,750 options were forfeited.

This resulted in stock-based compensation expense of approximately $ 53,000 during the year ended December 31, 2024.

As of December 31, 2024, all stock options granted to the former Chief Executive Officer were forfeited.

Note 11 – Stock Based Compensation, continued

No stock options were granted during the years ended December 31, 2024 and 2023.

The following is a summary of the Company’s stock option activity during the year ended December 31, 2024:

Outstanding as of January 1, 2024

Outstanding as of December 31, 2024

Exercisable as of January 1, 2024

Exercisable as of December 31, 2024

As of December 31, 2024, the unamortized value of options was $ 0 .

Restricted Stock Units (“RSUs”)

During the year ended December 31, 2024, the Board granted its Chief Executive Officer and Chief Financial Officer 112,000 RSUs.

Each RSU represents the contingent right to one share of common stock of the Company.

The RSU awards vest over four years .

During the year ended December 31, 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 year ended December 31, 2024, the Board granted employees an aggregate of 468,000 RSUs, which vest over four years .

Under the former Chief Executive Officer’s Severance Agreement, unvested RSUs vesting within 18 months of termination were accelerated and vested on March 26, 2024.

Consequently, 3,017 RSUs vested resulting in stock-based compensation expense of approximately $ 77,000 during the year ended December 31, 2024.

During the year ended December 31, 2025, the Compensation Committee granted employees an aggregate of 2,099 RSUs, which vest over four years .

As of December 31, 2025, the unamortized fair value of the RSUs was $ 0.3 million.

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Note 11 – Stock Based Compensation, continued

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 former Chief Executive Officer 14,350 PSUs under the Company’s 2015 Performance Share Unit Plan pursuant to the terms of the former executive’s offer letter with the Company (See Note 6 – Commitments and Contingencies).

The 14,350 PSUs that had been approved were to vest as follows:

(a) up to 9,350 PSU shares would vest on December 31, 2022, subject to the former executive’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by the former executive 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 would vest on each of December 31, 2023 and December 31, 2024, subject to continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, of certain performance metrics.

There was no PSU activity for the year ended December 31, 2024.

The 2,500 PSU shares that were reserved for grant during 2024 per the former executive’s offer letter with the Company, as well as the 1,250 shares reserved for potential outperformance by the former executive of 2024 goals were returned to the 2024 Equity Incentive Plan for future issuance upon the former executive’s termination of service with the Company.

Employee Stock Purchase Plan (“ESPP”)

During the years ended December 31, 2024 and 2023, 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 $ 0.64 and $ 4.66 during the years ended December 31, 2024 and 2023, respectively, which represents the fair value of the option, consisting of three main components:

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.

On June 12, 2024, the Company’s stockholders approved the amendment and restatement of the ESPP to increase the number of shares reserved for issuance under the ESPP by 207 shares .

On January 21, 2025, the Company terminated its ESPP.

No transactions were recorded under the ESPP during 2025.

During the year ended December 31, 2024, there were two offering periods.

The first offering period began on January 1, 2024 and concluded on June 30, 2024.

The second offering period began on July 1, 2024 and concluded on December 31, 2024.

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 $ 19.20 per share for the year ended December 31, 2024, 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 $ 5,000 and $ 44,000 for the years ended December 31, 2024 and 2023, respectively.

The Company estimated the fair value of the purchase options granted during the years ended December 31, 2024 and 2023 using the Black-Scholes option pricing model.

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

The Company did not recognize any compensation expense for the ESPP during the year ended December 31, 2025.

The Company recognized compensation expense for the ESPP of approximately $ 5,000 for the year ended December 31, 2024.

The Company estimated the fair value of ESPP purchase options granted during the year ended December 31, 2024 using the Black-Scholes option pricing model.

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

For the year ended December 31,

32.70 - 54.90

Dividend yield

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5.26 %- 5.37 %

4.42 %- 5.47 %

Expected life

Note 11 – Stock Based Compensation, continued

Stock-Based Compensation Expense

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Cost of revenue

Note 12 – Revenue Recognition

The following tables depict the disaggregation of revenue by product or service and geographic region of the customers for the years ended December 31, 2025 and 2024:

For the year ended December 31,

Revenue by product/service

PowerBridge sales and shipping

Total revenue

For the year ended December 31,

Revenue by geographic region

United States

Total revenue

Substantially all revenue recognized during 2025 and 2024 was recognized at a point in time.

Selected balance sheet line items that reflect accounts receivable and contract liabilities as of December 31, 2025, 2024 and 2023 were as follows (in thousands):

Balances as of December 31,

Trade receivables

Deferred revenue

Customer deposits

The Company expects to satisfy its obligations under deferred revenue and collect all net trade receivables within one year of December 31, 2025.

Note 13 – Income Taxes

For years ended December 31, 2024 and 2023, the Company recognized zero provision for income taxes.

Losses before taxes by jurisdiction for the years ended December 31, 2025 and 2024 are as follows (in thousands):

For the year ended December 31,

Loss before taxes

Current and deferred income tax expense for the years ended December 31, 2025 and 2024 are as follows (in thousands):

For the year ended December 31,

Total income tax expense

Note 13 – Income Taxes, continued

For the year ended December 31,

Total income tax expense

During the year ended December 31, 2025, the Company adopted ASU 2023-09 to enhance the income taxes disclosure and the rate reconciliation disclosure.

See Note 3 – Summary of Significant Accounting Policies, Adoption of New Accounting Standard for additional details.

A summary of taxes paid by jurisdiction for the years ended December 31, 2025 and 2024 is as follows:

For the year ended December 31,

Total income taxes paid

Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate of 21 % is as follows:

For the year ended December 31, 2025

Tax benefit at federal statutory rate

State income taxes

Permanent differences:

Stock-based compensation

Change in tax reserves

Research and development tax credits

Increase in valuation allowance

Mark-to-market warrant liability

For the year ended December 31, 2024

Income tax benefit at federal statutory rate

Research and development credit

Change in valuation allowance

Nontaxable or nondeductible items:

Excess tax deficit on stock awards

Changes in unrecognized tax benefits

Other adjustments

Effective income tax rate

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Research and development tax credits

Net operating loss carryovers

Net operating loss (“NOL”) carryovers

Property and equipment

Research and development costs

Research and development (“R&D”) costs

Start-up and organizational costs

12 unchanged sentences

The change in the Company’s valuation allowance is as follows:

Beginning balance

Increase in valuation allowance

Ending balance

As of December 31, 2025 and 2024, the Company has NOL carryforwards for U.S.

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The federal R&D credit carryforwards will expire beginning in 2032 and state R&D credit carryforwards do not expire.

Note 12 – Income Taxes, continued

Under Section 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income may be limited.

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Similar rules may apply under state tax laws.

Note 13 – Income Taxes, continued

The Company accounts for uncertain tax position in accordance with ASC 740.

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A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows (in thousands):

Unrecognized tax benefit as of January 1, 2024

Unrecognized tax benefit at beginning of year

Gross increases - tax positions in prior period

Gross increases - tax positions in current period

Unrecognized tax benefit as of December 31, 2024

Unrecognized tax benefit at end of year

The Company files income tax returns in the U.S.

3 unchanged sentences

Note 14 - Warrant Liability

2023 Warrants

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 December 31, 2024, the exercise price was adjusted to $ 0.30 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;

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 Program, the “Exercise Price”).

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 of the 2023 Warrants, including sales under the ATM Program, 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.

3 unchanged sentences

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 14 - 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.

1 unchanged sentence

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 December 31, 2024, all 2023 Warrants were outstanding, and the fair value of the warrant liability was $ 0.4 million.

The Company recorded a change in fair value of the warrant liability of $ 0.3 million and $ 2.5 million for the years ended December 31, 2024 and 2023, respectively.

The Company recorded a change in fair value of the warrant liability of a decrease of $ 0.3 million for both the years ended December 31, 2025 and 2024.

As of December 31, 2025, the 2023 Warrants had been fully exercised in the Concurrent Warrant Exercise Transaction, eliminating the recorded warrant liability.

See Note 15 - Fair Value Measurements for details on changes of fair value of the warrant liability.

Note 15 - 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, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):

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, 2025 and 2024 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):

Balance as of December 31, 2025

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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.

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

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

As of September 11,

As of December 31,

2025 (exercise date)

Exercise price

3 unchanged sentences

Note 15 - Fair Value Measurements, continued

The decrease in the fair value of the 2023 Warrant liability was determined to be $ 0.3 million and $ 2.5 million during the years ended December 31, 2024 and 2023, respectively (see Note 13 – Warrant Liability).

The decrease in the fair value of the 2023 Warrant liability was determined to be $ 0.3 million during both the years ended December 31, 2025 and 2024 (see Note 14 – Warrant Liability).

For the year ended December 31,

Beginning value

Initial valuation of new warrants

Change in value of warrant liability

Note 15 – Customer Concentration

Two customers accounted for approximately 76 % of the Company’s revenue for the year ended December 31, 2024 and three customers accounted for approximately 70 % of the Company’s revenue for the year ended December 31, 2023.

Two customers accounted for approximately 99 % of the Company’s accounts receivable balance as of December 31, 2024.

Two customers accounted for approximately 88 % of the Company’s accounts receivable balance as of December 31, 2023.

Warrants exercised

Note 16 – Employee Benefit Plan

The Company administers a 401(K) retirement plan (the “401(K) Plan”) in which all employees are eligible to participate.

Each eligible employee may elect to contribute to the 401(K) Plan.

During the years ended December 31, 2025 and 2024, the Company made matching contributions of $ 159,000 and $ 98,000 , respectively.

Note 17 – Subsequent Events

After December 31, 2024, the Company settled sales of 16,584,405 shares of common stock for net proceeds of approximately $ 13.4 million under the ATM Program.

Sales settled between January 2, 2025 and February 12, 2025.

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

Between February 21, 2025 and February 26, 2025, the Company settled sales of 252,040 shares of common stock for net proceeds of approximately $ 38,000 under the ATM Program pursuant to the prospectus supplement filed on February 13, 2025.

On January 21, 2025, the Company terminated the ESPP.

No shares will be issued under the ESPP going forward.

From January 2, 2026 to March 23, 2026, the Company settled sales of 3,299,728 shares of common stock for net proceeds of approximately $ 31.9 million under the ATM Program.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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-K

Item 8. Financial Statements and Supplementary Data