Energous Corp 10-K

Item 8. Financial Statements and Supplementary Data. ​ ​ 39 Table of Contents Energous Corporation INDEX TO FINANCIAL STATEMENTS ​ ​ ​ ​ ​ Page(s) Report of Independent Registered Public Accounting Firm (PCAOB ID Number 207 ) ​ 41 Balance Sheets as of December 31, 2025 and 2024 ​ 42 Statements of Operations for the years ended December 31, 2025 and 2024 ​ 43 Statement of Changes in Stockholders’ Equity/(Deficit) for the years ended December 31, 2025 and 2024 ​ 44 Statements of Cash Flows for the years ended December 31, 2025 and 2024 ​ 45 Notes to Financial Statements ​ 46 ​ ​ ​ 40 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Energous Corporation Opinion on the Financial Statements 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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 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 audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters 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. /s/ BPM LLP We have served as the Company’s auditor since 2024. ​ San Jose, California March 26, 2026 ​ 41 Table of Contents Energous Corporation BALANCE SHEETS (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 10,401 ​ $ 1,353 Accounts receivable, net ​ 2,988 ​ 78 Inventory ​ 1,509 ​ 498 Prepaid expenses and other current assets ​ 422 ​ 983 Total current assets ​ 15,320 ​ 2,912 Property and equipment, net ​ 298 ​ 356 Other assets ​ ​ 252 ​ ​ — Operating lease right-of-use assets ​ 872 ​ 527 Total assets ​ $ 16,742 ​ $ 3,795 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 954 ​ $ 1,852 Accrued expenses ​ 2,095 ​ 1,135 Accrued severance expense ​ — ​ 28 Warrant liability ​ — ​ 358 Operating lease liabilities, current portion ​ 491 ​ 668 Short-term loan payable, net ​ ​ 88 ​ ​ 818 Deferred revenue ​ 27 ​ 13 Total current liabilities ​ 3,655 ​ 4,872 ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities, long-term portion ​ 589 ​ — Total liabilities ​ 4,244 ​ 4,872 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 8) ​ ​ ​ ​ Stockholders’ equity (deficit): ​ ​ ​ ​ 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. ​ 1 ​ 1 Additional paid-in capital ​ 422,530 ​ 399,362 Accumulated deficit ​ ( 410,033 ) ​ ( 400,440 ) Total stockholders’ equity (deficit) ​ 12,498 ​ ( 1,077 ) Total liabilities and stockholders’ equity ​ $ 16,742 ​ $ 3,795 ​ Note: 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. ​ ​ 42 Table of Contents Energous Corporation STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Revenue ​ ​ ​ $ 5,630 ​ $ 768 Cost of revenue ​ 3,601 ​ 756 Gross profit ​ ​ 2,029 ​ ​ 12 Operating expenses: ​ ​ ​ ​ ​ ​ Research and development ​ 4,126 ​ 7,686 Sales and marketing ​ 2,359 ​ 3,066 General and administrative ​ 4,495 ​ 6,293 Severance expense ​ 403 ​ 1,377 Expenses from abandoned financing transaction ​ ​ 661 ​ ​ — Total operating expenses ​ 12,044 ​ 18,422 Loss from operations ​ ( 10,015 ) ​ ( 18,410 ) Other income (expense), net: ​ ​ ​ ​ Change in fair value of warrant liability ​ 257 ​ 262 Interest income, net ​ 166 ​ — Loss on retirement of property and equipment ​ ​ ( 1 ) ​ ​ — Loss on extinguishment of short-term debt ​ ​ — ​ ​ ( 219 ) Discount fees from accounts receivable factoring agreements ​ ​ — ​ ​ ( 31 ) Total other income (expense), net ​ 422 ​ 12 Net loss ​ $ ( 9,593 ) ​ $ ( 18,398 ) Basic and diluted loss per common share ​ $ ( 6.46 ) ​ $ ( 77.16 ) Weighted average shares outstanding, basic and diluted ​ 1,485,101 ​ 238,453 ​ Note: 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. ​ ​ 43 Table of Contents Energous Corporation STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands, except for share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Accumulated ​ Stockholders’ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Deficit ​ ​ ​ Equity (Deficit) Balance, January 1, 2024 182,380 ​ $ 1 ​ $ 393,539 ​ $ ( 382,042 ) ​ $ 11,498 Stock-based compensation - stock options — ​ — ​ 72 ​ — ​ 72 Stock-based compensation - restricted stock units (“RSUs”) — ​ — ​ 722 ​ — ​ 722 Stock-based compensation - employee stock purchase plan (“ESPP”) — ​ — ​ 5 ​ — ​ 5 Issuance of shares for RSUs 1,146 ​ — ​ — ​ — ​ — Shares purchased from contributions to the ESPP ​ 238 ​ ​ — ​ ​ 6 ​ ​ — ​ ​ 6 Shares issued to consultants for services 5,433 ​ — ​ 95 ​ — ​ 95 Pre-funded warrants exercised 15,014 ​ — ​ — ​ — ​ — Issuance of shares in a sale of common stock, pre-funded warrants and warrants, net of $ 230 in issuance costs 19,000 ​ — ​ 1,770 ​ — ​ 1,770 Issuance of shares in an at-the-market (“ATM”) placement, net of $ 346 in issuance costs 229,322 ​ — ​ 3,153 ​ — ​ 3,153 Net loss — ​ — ​ — ​ ( 18,398 ) ​ ( 18,398 ) Balance, December 31, 2024 452,533 ​ ​ 1 ​ ​ 399,362 ​ ​ ( 400,440 ) ​ ​ ( 1,077 ) Stock-based compensation - RSUs — ​ — ​ 281 ​ — ​ 281 Issuance of shares for RSUs 4,128 ​ — ​ — ​ — ​ — Shares issued to consultants for services 2,500 ​ — ​ 25 ​ — ​ 25 Warrants exercised 47,764 ​ — ​ 364 ​ — ​ 364 Reclassification of a warrant liability upon warrant exercise — ​ — ​ 101 ​ — ​ 101 Pre-funded warrants exercised 465,347 ​ — ​ — ​ — ​ — Issuance of shares in a sale of common stock, pre-funded warrants and warrants, net of $ 592 in issuance costs 120,000 ​ — ​ 4,044 ​ — ​ 4,044 Issuance of shares in an ATM placement, net of $ 1,155 in issuance costs 1,107,968 ​ — ​ 18,353 ​ — ​ 18,353 Net loss — ​ — ​ — ​ ( 9,593 ) ​ ( 9,593 ) Balance, December 31, 2025 2,200,240 ​ $ 1 ​ $ 422,530 ​ $ ( 410,033 ) ​ $ 12,498 ​ Note: 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. ​ ​ 44 Table of Contents Energous Corporation STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Cash flows from operating activities: ​ ​ ​ ​ Net loss ​ $ ( 9,593 ) ​ $ ( 18,398 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 139 ​ 196 Stock-based compensation ​ 281 ​ 799 Loss on retirement of property and equipment ​ 1 ​ — Common stock issued to consultants for services ​ — ​ 95 Loss on extinguishment of short-term debt ​ — ​ 219 Accrued interest ​ ​ — ​ ​ 81 Amortization of short-term loan fees ​ ​ 39 ​ ​ 13 Change in fair value of warrant liability ​ ( 257 ) ​ ( 262 ) Changes in operating assets and liabilities: ​ ​ ​ ​ Accounts receivable, net ​ ( 2,910 ) ​ 24 Inventory ​ ( 1,011 ) ​ ( 68 ) Prepaid expenses and other current assets ​ 933 ​ ( 42 ) Other assets ​ ​ ( 252 ) ​ ​ — Operating lease right-of-use (“ROU”) assets ​ 576 ​ 657 Accounts payable ​ ( 898 ) ​ ( 27 ) Accrued expenses ​ 1,030 ​ ( 200 ) Accrued severance expense ​ ( 28 ) ​ ( 106 ) Operating lease liabilities ​ ( 484 ) ​ ( 540 ) Deferred revenue ​ 14 ​ ( 14 ) Net cash used in operating activities ​ ( 12,420 ) ​ ( 17,573 ) Cash flows from investing activities: ​ ​ ​ ​ Purchases of property and equipment ​ ( 82 ) ​ ( 123 ) Net cash used in investing activities ​ ( 82 ) ​ ( 123 ) Cash flows from financing activities: ​ ​ ​ ​ Net borrowings from short-term loan ​ — ​ 801 Repayments of short-term loan ​ ​ ( 873 ) ​ ​ ( 269 ) Net proceeds from exercise of warrant liability ​ ​ 364 ​ ​ — Repayments of financed insurance ​ ​ ( 338 ) ​ ​ ( 348 ) Net proceeds from an ATM offering ​ 18,353 ​ 3,153 Net proceeds from a sale of common stock and warrant issuance ​ 4,044 ​ 1,770 Proceeds from contributions to the ESPP ​ ​ — ​ ​ 6 Net cash provided by financing activities ​ 21,550 ​ 5,113 Net increase (decrease) in cash, cash equivalents and restricted cash ​ 9,048 ​ ( 12,583 ) Cash, cash equivalents and restricted cash - beginning ​ 1,353 ​ 13,936 Cash, cash equivalents and restricted cash - ending ​ $ 10,401 ​ $ 1,353 Supplemental disclosure of cash flow information: ​ ​ ​ ​ Interest paid ​ $ 277 ​ $ 140 Supplemental disclosure of non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ Decrease in ROU assets and operating lease liabilities from lease amendment ​ $ — ​ $ 51 Increase in ROU assets and operating lease liabilities from lease modification ​ $ 896 ​ $ 5 Decrease in ROU assets from shares issued to landlord ​ $ 25 ​ $ — Accrued interest in short-term loan payable ​ $ 70 ​ $ — Reclassification of warrant liability to equity upon warrant exercise ​ $ 101 ​ $ — Financing of insurance premiums ​ $ 372 ​ $ 402 ​ ​ ​ 45 Table of Contents ENERGOUS CORPORATION Notes to Financial Statements Note 1 – Business Organization, Nature of Operations Description of Business Energous Corporation d/b/a Energous Wireless Power Solutions (the “Company”) has developed scalable, over-the-air Wireless Power Network (“WPN”) technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems to enable radio frequency (“RF”)-based charging for 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: ​ ​ ​ Device Type Application RF Tags Cold Chain, Asset Tracking, Medical IoT Ambient IoT Sensors Cold Chain, Logistics, Asset Tracking Electronic Shelf Labels Retail and Industrial IoT ​ 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 At the Company’s 2025 annual meeting of stockholders held on June 11, 2025, the Company’s stockholders approved a proposal to effect a reverse stock split of the Company’s common stock by a ratio not to exceed 1-for- 50 . On August 7, 2025, the Company announced that its Board of Directors (“the Board”) had determined to set the reverse stock split ratio at 1-for- 30 and that the Company’s common stock would begin trading at the split-adjusted price beginning August 11, 2025. Upon effectiveness of the reverse stock split, every thirty shares of issued and outstanding common stock held were combined into one share of common stock. No fractional shares were distributed as a result of the reverse stock split and stockholders were entitled to a cash payment in lieu of fractional shares. Additionally, the par value of the Company’s common stock did not change. All information presented herein, unless otherwise indicated herein, reflects the 1-for- 30 reverse stock split of the Company’s outstanding shares of common stock, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth herein have been adjusted to give effect to such reverse stock split. ​ ​ 46 Table of Contents Note 2 – Liquidity and Management Plans 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. Net cash used in operating activities was $ 12.4 million and $ 17.6 million for the years ended December 31, 2025 and 2024, respectively. 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 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. As the Company gains traction in the market with its new technology and continues to invest capital in transitioning and scaling the business from research and development of new technologies to commercial production, there can be no assurance that its available resources and revenue generated from its business operations will be sufficient to sustain its operations, as adoption of this emerging technology by enterprise customers may take longer than expected. Accordingly, the Company may decide to pursue additional financing, which could include offerings of equity or debt securities, bank financing, commercial agreements with customers or strategic partners, and other alternatives, depending upon market conditions. There is no assurance that such financing will be available on terms that the Company would find acceptable, or at all. If the Company is unsuccessful in implementing this plan, the Company will be required to make further cost and expense reductions or modifications to its on-going 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 Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Reclassifications 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. 47 Table of Contents 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 amounts of revenue and expenses during the reporting periods. 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. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates. 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. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using an appropriate valuation model. Such warrant classification is also subject to re-evaluation at each reporting period. 48 Table of Contents 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 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. Fair Value The Company follows ASC 820, “Fair Value Measurements” (“ASC 820”), which establishes a common definition of fair value to be applied when U.S. GAAP requires the use of fair value, establishes a framework for measuring fair value, and requires certain disclosure about such fair value measurements. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: ● Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities to which the Company has access at a measurement date. ● Level 2: Observable inputs other than Level 1 quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Unobservable inputs for which little or no market data exists and for which the Company must develop its own assumptions regarding the assumptions that market participants would use in pricing the asset or liability, including assumptions regarding risk. Because of the uncertainties inherent in the valuation of assets or liabilities for which there are no observable inputs, those estimated fair values may differ significantly from the values that may have been used had a ready market for the assets or liabilities existed. 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). Revenue Recognition The Company follows ASC 606, “Revenue from Contracts with Customers” (“Topic 606”). In accordance with Topic 606, the Company recognizes revenue using the following five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price of the contract. 4. Allocate the transaction price to the performance obligations of the contract. 5. Recognize revenue when or as the performance obligations are satisfied. 49 Table of Contents 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, 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. The achievement of a milestone is dependent on the Company’s performance obligation and requires acceptance by the customer. The Company recognizes this revenue at the point in time at which the performance obligation is met. The payment associated with achieving the performance obligation is generally commensurate with the Company’s effort or the value of the deliverable and is nonrefundable. 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 The Company reviews its receivables for collectibility based on historical loss patterns, aging of the receivables, and assessments of specific identifiable client accounts considered at risk or uncollectible and provides allowances for potential credit losses, as needed. 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 both December 31, 2025 and 2024. The Company follows ASC Topic 310, Receivables (“Topic 310”) to account for transactions related to factoring accounts receivable. The Company has entered into an agreement to sell certain accounts receivable to a third-party financial institution under which the Company receives the proceeds of customer invoices from the third-party financial institution, less a discount fee. The third-party financial institution is responsible for subsequent collection of the amount due from the customer without recourse. 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 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 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. At the point of loss recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the new cost basis. 50 Table of Contents Note 3 – Summary of Significant Accounting Policies, continued Research and Development Research and development expenses are charged to operations as incurred. 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. Stock-Based Compensation The Company accounts for equity instruments issued to employees, board members and contractors in accordance with accounting guidance that requires awards to be recorded at their fair value on the date of grant and amortized over the vesting period of the award. The Company amortizes compensation costs on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the equity instrument issued. Forfeitures are recorded as they occur. 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. Income Taxes 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. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply in the years in which those tax assets and liabilities are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowances is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. 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 operations for the period that the adjustment is determined to be required. The Company accounts for uncertain tax position in accordance with ASC 740. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. 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. 51 Table of Contents Note 3 – Summary of Significant Accounting Policies, continued Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. 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 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. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ For the year ended ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Warrants issued to investors 677,428 ​ 47,764 RSUs 10,991 ​ 17,946 Total potentially dilutive securities 688,419 ​ 65,710 ​ 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: computer software – 1 - 2 years, computer hardware – 3 years , furniture and fixtures – 7 years , leasehold improvements – shorter of estimated life or remaining life of the lease . Leases The Company determines if an arrangement is a lease at the inception of the arrangement. The Company applies the short-term lease recognition exemption and recognizes lease payments in profit or loss at lease commencement for facility or equipment leases that have a lease term of 12 months or less and do not include a purchase option whose exercise is reasonably certain. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are measured and recorded at the service commencement date based on the present value of lease payments over the lease term. The Company uses the implicit interest rate when readily determinable; however, most leases do not establish an implicit rate, so the Company uses an estimate of the incremental borrowing rate based on the information available at the time of measurement. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 8 – Commitments and Contingencies, Operating Leases for further discussion of the Company’s operating leases. 52 Table of Contents Note 3 – Summary of Significant Accounting Policies, continued Segments 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. The CODM also reviews and utilizes functional expenses, such as cost of revenue, research and development, sales and marketing and general and administrative, to manage the Company’s operations. All long-lived assets are located in the United States and substantially all revenue is attributed to customers based in the United States. Adoption of New Accounting Standard 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. 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. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires the disaggregation of certain expenses in the notes to the financial statements, to provide enhanced transparency into the expense captions presented on the face of the income statement. This ASU is effective on a prospective basis for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted. This ASU may be applied either prospectively or retrospectively. 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. GAAP. 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. ​ 53 Table of Contents Note 4 – Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Prepaid insurance ​ $ 152 ​ $ 163 Deposit for intellectual property renewals ​ ​ 106 ​ ​ — Deferred cost of revenue ​ 54 ​ — Prepaid software and support ​ 24 ​ 67 Deposit with contract manufacturer ​ 21 ​ 323 Prepaid subscriptions ​ 13 ​ 22 Tradeshow deposits ​ 6 ​ 21 Prepaid and deferred financing costs ​ ​ — ​ ​ 372 Other deposits ​ 46 ​ 15 Total ​ $ 422 ​ $ 983 ​ 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 Below is a summary of the Company’s inventory as of December 31, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Raw materials ​ $ 679 ​ $ 498 Work-in-process ​ 109 ​ — Finished goods ​ 721 ​ — Total ​ $ 1,509 ​ $ 498 ​ ​ Note 6 – Property and Equipment Below is a summary of the Company’s property and equipment as of December 31, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Computer hardware ​ $ 1,562 ​ $ 2,257 Computer software ​ 1,055 ​ 1,055 Furniture and fixtures ​ 206 ​ 489 Leasehold improvements ​ 424 ​ 783 ​ ​ 3,247 ​ 4,584 Less – accumulated depreciation ​ ( 2,949 ) ​ ( 4,228 ) Total property and equipment, net ​ $ 298 ​ $ 356 ​ 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. ​ 54 Table of Contents Note 7 – Accrued Expenses Accrued expenses consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Accrued compensation ​ $ 1,341 ​ $ 740 Accrued purchased inventory received ​ ​ 359 ​ ​ — Accrued stock registration expense ​ ​ 186 ​ ​ 40 Customer deposits received ​ ​ 32 ​ ​ — Accrued legal expenses ​ 30 ​ 178 Accrued interest ​ ​ — ​ ​ 81 Other accrued expenses ​ 147 ​ 96 Total ​ $ 2,095 ​ $ 1,135 ​ ​ Note 8 – Commitments and Contingencies Operating Leases 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 ending on September 30, 2025. 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. As of January 1, 2024, the discount rate was adjusted to 8 % in order to reflect a realistic incremental borrowing rate at lease commencement. 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 was approximately $ 59,000 , subject to annual escalations up to a maximum monthly lease payment of approximately $ 62,000 . On July 31, 2024, the Company signed an additional lease amendment where the monthly payments through the remainder of 2024 were reduced to approximately $ 37,000 and the monthly payments from January 2025 through September 2025 increased to approximately $ 76,000 . As a result of this amendment, the Company revalued its ROU lease asset to $ 0.8 million and its operating lease liability to $ 0.8 million on July 31, 2024. 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 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. 55 Table of Contents 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, ​ ​ ​ Amount 2026 $ 556 2027 ​ ​ 610 Total future lease payments ​ 1,166 Present value discount ( 8.0 % weighted average) ​ ( 86 ) Total operating lease liabilities ​ $ 1,080 ​ Litigations, Claims, and Assessments The Company is from time to time involved in various disputes, claims, liens and litigation matters arising in the normal course of business. While the outcome of these disputes, claims, liens and litigation matters cannot be predicted with certainty, after consulting with legal counsel, management does not believe that the outcome of these matters will have a material adverse effect on the Company’s combined financial position, results of operations or cash flows. MBO Bonus Plan On 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, 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 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”). Under the Severance Agreement, if an Executive party thereto is terminated without cause or in a qualifying change in control termination, the Company agrees to pay the Executive three to twelve months of that Executive’s monthly base salary and 25 % to 100 % of the Executive’s target bonus, and to accelerate the vesting of 25 % to 100 % of the Executive’s unvested equity awards. 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. 56 Table of Contents Note 8 – Commitments and Contingencies, continued Executive Transition – Cesar Johnston On March 26, 2024, the Company announced that Cesar Johnston was no longer serving as President and Chief Executive Officer of the Company effective March 24, 2024. In connection with his cessation as an officer of the Company, Mr. Johnston was entitled to receive the benefits and payments set forth in the Amended and Restated Severance and Change in Control Agreement, dated December 6, 2021 (“Johnston Severance Agreement”), between the Company and Mr. Johnston. Accordingly, Mr. Johnston received (a) 18 months of his monthly salary plus the amount equal to 100 % of his target bonus, (b) any outstanding unvested equity awards held by Mr. Johnston that were scheduled to vest during the next 18 months following the termination date, and (c) reimbursement for continued COBRA payments, if elected by Mr. Johnston, during the 18 months following the termination date. The Company recorded $ 1.2 million in total severance expense pertaining to Mr. 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, 2025, the Company had no unpaid severance expense pertaining to the Johnston Severance Agreement. ​ Note 9 – Short-term Debt Financing for Insurance Premiums On April 29, 2025, the Company financed approximately $ 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 “Original Term Loan”). 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 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. 57 Table of Contents Note 10 – Capital Stock and Warrants Authorized Capital The holders of the Company’s common stock are entitled to one vote per share. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board out of legally available funds. Upon the liquidation, dissolution or winding up of the Company, holders of common stock are entitled to share ratably in all assets of the Company that are legally available for distribution. Financing On 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 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 $ 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. 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 $ 80 million. 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 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) 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). 58 Table of Contents 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. 59 Table of Contents 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 On October 11, 2024, the Company filed a Regulation A Offering Statement on Form 1-A with an offering of a maximum of 166,667 Units (the “Regulation A Offering”), with each Unit consisting of one share of Series A Convertible Preferred Stock (initially convertible into two shares of common stock) and three common stock purchase warrants, two to each purchase one share of common stock at an exercise price of $ 45.00 per share and one to purchase one share of common stock at $ 60.00 per share, for an aggregate of 166,667 shares of Series A Convertible Preferred Stock (and 333,333 shares of common stock underlying the shares of Series A Convertible Preferred Stock) and warrants to purchase up to an aggregate of 333,333 shares of common stock at an exercise price of $ 45.00 per share and 166,667 shares of common stock at an exercise price of $ 60.00 per share, at an offering price of $ 45.00 per Unit, for a maximum offering amount of $ 7,500,000 . The Regulation A Offering was qualified by the SEC on November 22, 2024. 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 The Company’s outstanding shares of common stock typically include shares that are deemed delivered under U.S. GAAP. Shares that are deemed delivered currently include shares that have vested, but have not yet been delivered, under tax-deferred equity awards, as well as shares purchased under the ESPP where actual transfer of shares normally occurs a few days after the completion of the purchase periods. There are no voting rights for shares that are deemed delivered under U.S. GAAP until the actual delivery of shares takes place. There are currently 200,000,000 shares of common stock authorized for issuance. As of December 31, 2025, there were 2,200,240 shares of the Company’s common stock outstanding. Common Stock Reserved for Future Issuance The Company has reserved the following shares of common stock for future issuance: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 RSUs outstanding 10,991 17,946 Warrants outstanding 677,428 47,764 Shares available for issuance under the 2024 Equity Incentive Plan 78,176 8,763 Shares available for issuance under the Employee Stock Purchase Plan — 460 Total 766,595 74,933 ​ ​ 60 Table of Contents Note 11 – Stock Based Compensation Equity Incentive Plans 2017 Equity Inducement Plan On December 28, 2017, the Board approved the 2017 Equity Inducement Plan. Under the 2017 Equity Inducement Plan, the Board reserved 1,000 shares for the grant of RSUs. These grants will be administered by the Board or a committee of the Board. Under the 2017 Equity Inducement Plan, awards could be granted to individuals who (a) were being hired as an employee by the Company or any subsidiary and such award is a material inducement to such person being hired; (b) were being rehired as an employee following a bona fide period of interruption of employment with the Company or any subsidiary; or (c) would become an employee of the Company or any subsidiary in connection with a merger or acquisition. On July 20, 2022, the Board increased the number of shares of common stock reserved and available for issuance under the 2017 Equity Inducement Plan by 3,333 shares. On March 28, 2024, the Board increased the number of shares of common stock reserved and available for issuance under the 2017 Equity Inducement Plan by 4,050 shares. As of December 31, 2025, there are 1,264 RSUs granted and outstanding under the 2017 Equity Inducement Plan. No new equity award grants are to be issued from the 2017 Equity Inducement Plan. 2024 Equity Incentive Plan On June 12, 2024, the Energous Corporation 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”) was approved by stockholders for the issuance of equity incentive awards to eligible participants, which replaced the following equity plans of the Company: (i) the 2013 Equity Incentive Plan, (ii) 2014 Non-Employee Equity Compensation Plan, (iii) the Performance Share Unit Plan and (iv) the 2017 Equity Inducement Plan (collectively, the “Prior Equity Plans”). 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. Restricted Stock Units (“RSUs”) 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, 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. The unamortized amount will be expensed over a weighted average period of 2.4 years. A summary of the activity related to RSUs for the year ended December 31, 2025 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average Grant ​ ​ ​ ​ Total ​ ​ ​ Date Fair Value Outstanding as of January 1, 2025 17,946 ​ $ 71.59 RSUs granted 2,258 ​ ​ 13.77 RSUs forfeited ( 5,085 ) ​ ​ 42.05 RSUs vested ( 4,128 ) ​ ​ 107.89 Outstanding as of December 31, 2025 10,991 ​ $ 59.75 ​ 61 Table of Contents Note 11 – Stock Based Compensation, continued Employee Stock Purchase Plan (“ESPP”) 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 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, ​ ​ 2024 Stock price ​ $ 32.70 - 54.90 Dividend yield ​ ​ 0 % Expected volatility ​ ​ 76 %- 112 % Risk-free interest rate ​ ​ 5.26 %- 5.37 % Expected life ​ ​ 6 months ​ Stock-Based Compensation Expense The total amount of stock-based compensation was reflected within the statements of operations as (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Research and development ​ $ 51 ​ $ 213 Sales and marketing ​ 131 ​ 287 General and administrative ​ 82 ​ 163 Severance expense ​ 16 ​ 130 Cost of revenue ​ ​ 1 ​ ​ 6 Total ​ $ 281 ​ $ 799 ​ ​ 62 Table of Contents 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 ​ ​ ​ 2025 ​ ​ ​ 2024 PowerBridge sales and shipping ​ $ 5,523 ​ $ 676 Other ​ 107 ​ 92 Total revenue ​ $ 5,630 ​ $ 768 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, Revenue by geographic region ​ ​ ​ 2025 ​ ​ ​ 2024 United States ​ $ 5,186 ​ $ 651 Europe ​ 420 ​ 82 Other ​ ​ 24 ​ ​ 35 Total revenue ​ $ 5,630 ​ $ 768 ​ 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, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Trade receivables ​ $ 2,988 ​ $ 78 ​ $ 102 Deferred revenue ​ $ 27 ​ $ 13 ​ $ 27 Customer deposits ​ $ 32 ​ $ — ​ $ — ​ 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 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, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Domestic ​ $ ( 9,593 ) ​ $ ( 18,398 ) Foreign ​ — ​ — Loss before taxes ​ $ ( 9,593 ) ​ $ ( 18,398 ) ​ 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, Current ​ ​ ​ 2025 ​ ​ ​ 2024 Federal ​ $ — ​ $ — State ​ — ​ — Foreign ​ — ​ — Total income tax expense ​ $ — ​ $ — ​ 63 Table of Contents Note 13 – Income Taxes, continued ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, Deferred ​ ​ ​ 2025 ​ ​ ​ 2024 Federal ​ $ — ​ $ — State ​ — ​ — Foreign ​ — ​ — 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, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Federal ​ $ — ​ $ — State ​ — ​ — Foreign ​ — ​ — 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 ​ For the year ended December 31, 2024 ​ ​ ​ ​ Amount (in ​ ​ ​ ​ ​ ​ ​ Amount (in ​ ​ ​ ​ ​ ​ thousands) ​ Rate ​ thousands) ​ Rate ​ Income tax benefit at federal statutory rate $ ( 2,015 ) ​ 21.0 % $ ( 3,864 ) ​ 21.0 % Tax credits: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development credit ​ ( 238 ) ​ 2.5 ​ ​ ( 447 ) 2.4 ​ Change in valuation allowance ​ 2,054 ​ ( 21.4 ) ​ ​ 3,555 ( 19.3 ) ​ Nontaxable or nondeductible items: ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ( 8 ) ​ — ​ ​ ( 168 ) ​ 0.9 ​ Excess tax deficit on stock awards ​ 184 ​ ( 1.9 ) ​ ​ 164 ( 0.9 ) ​ Changes in unrecognized tax benefits ​ ​ 24 ​ ( 0.2 ) ​ ​ 760 ​ ( 4.1 ) ​ Other adjustments ​ ​ ( 1 ) ​ — ​ ​ — ​ — ​ Effective income tax rate $ — ​ 0.0 % $ — ​ 0.0 % ​ 64 Table of Contents Note 13 – Income Taxes, continued As of December 31, 2025 and 2024, the Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Deferred tax assets: ​ ​ ​ ​ Research and development tax credits ​ $ 11,470 ​ $ 11,087 Net operating loss (“NOL”) carryovers ​ 92,392 ​ 87,825 Property and equipment ​ 75 ​ 197 Research and development (“R&D”) costs ​ 3,802 ​ 6,919 Start-up and organizational costs ​ 7 ​ 9 Stock-based compensation ​ 107 ​ 338 Operating lease liability ​ 254 ​ 176 Other accruals and reserves ​ 321 ​ 215 Total gross deferred tax assets ​ 108,428 ​ 106,766 Less: valuation allowance ​ ( 108,223 ) ​ ( 106,627 ) Total deferred tax assets ​ 205 ​ 139 Deferred tax liabilities: ​ ​ ​ ​ Operating lease right-of-use asset ​ ( 205 ) ​ ( 139 ) Total deferred tax liabilities ​ ( 205 ) ​ ( 139 ) Total deferred taxes, net ​ $ — ​ $ — ​ The Company considers all available evidence, both positive and negative, including historical levels of taxable income, expectations and risks associated with estimates of future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. Because of the Company’s recent history of operating losses, management believes that it is more likely than not that all of the Company’s deferred tax assets will not be realized and accordingly, has provided a full valuation allowance for its deferred tax asset as of December 31, 2025 and 2024. The change in the Company’s valuation allowance is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 January 1, ​ $ 106,627 ​ $ 104,318 Increase in valuation allowance ​ 1,596 ​ 2,309 December 31, ​ $ 108,223 ​ $ 106,627 ​ As of December 31, 2025 and 2024, the Company has NOL carryforwards for U.S. federal income tax purposes of approximately $ 340.0 million and $ 320.2 million, respectively, and for state income tax purposes, approximately $ 304.5 million and $ 294.9 million, respectively. NOL carryforwards of $ 255.3 million will be carried forward indefinitely for U.S. federal tax purposes and $ 84.7 million will expire beginning in 2033. State net operating loss carryforwards, if not utilized, will begin to expire on various dates starting in 2033. The Company has federal and state R&D tax credit carryforwards of approximately $ 7.8 million and $ 6.2 million, respectively. The federal R&D credit carryforwards will expire beginning in 2032 and state R&D credit carryforwards do not expire. 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. As a result of such ownership changes, the annual limitation may result in the expiration of net operating losses and credits before utilization. In general, an “ownership change” will occur if there is a cumulative change in the Company’s ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. 65 Table of Contents Note 13 – Income Taxes, continued The Company accounts for uncertain tax position in accordance with ASC 740. Tax positions are evaluated in a two-step process, whereby the Company first determines whether it is more likely than not that a tax position will be sustained upon examination by tax authorities, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognized in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The total amount of unrecognized tax benefits as of December 31, 2025 is $ 1.4 million. If recognized, none of the unrecognized tax benefits would impact the effective tax rate because of the valuation allowance. The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. As of December 31, 2025, there were no accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate any significant change of the unrecognized tax benefits within twelve months of this reporting date. A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Unrecognized tax benefit at beginning of year ​ $ 1,357 ​ $ — Gross increases - tax positions in prior period ​ ​ 3 ​ 1,275 Gross increases - tax positions in current period ​ ​ 45 ​ 82 Unrecognized tax benefit at end of year ​ $ 1,405 ​ $ 1,357 ​ The Company files income tax returns in the U.S. federal and various state jurisdictions. Due to the Company’s net operating loss carryforwards, all tax years since inception remain subject to examination by all taxing authorities. The Company is not currently under audit in any tax jurisdiction. ​ 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 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 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 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. In the event of certain transactions that are not within the Company’s control, such as a merger, consolidation, tender offer, reorganization, or other change in control of the Company, each holder of a 2023 Warrant shall be entitled to receive the same form of consideration at the Black Scholes value of the unexercised portion of the 2023 Warrant that is being offered and paid to holders of common stock, including the option to exercise the 2023 Warrants on a “cashless basis.” If the Company issues additional shares of common stock or equity-linked securities for a consideration per share less than the Exercise Price, then such Exercise Price will be reduced to a new lower price pursuant to the terms of the 2023 Warrants. Additionally, if the Exercise Price of any outstanding derivative securities is modified by the Company such that such security’s modified exercise price is below the Exercise Price, the Exercise Price will adjust downward pursuant to the terms of the 2023 Warrant. This provision would not apply for stock or stock equivalents which fall under shares that qualify for exempt issuance, such as if the Company adjusted the option exercise price for an option granted to an employee, officer, or director. 66 Table of Contents 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. The Company believes that the adjustments to the Exercise Price is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the 2023 Warrants are not eligible for an exception from derivative accounting. As such, the 2023 Warrants were initially measured at fair value and recorded as a liability in the amount of $ 3.1 million. 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, 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 ​ ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents ​ $ 10,401 ​ $ — ​ $ — ​ $ 10,401 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Warrant liability ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2024 ​ ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents ​ $ 1,353 ​ $ — ​ $ — ​ $ 1,353 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Warrant liability ​ $ — ​ $ — ​ $ 358 ​ $ 358 ​ There were no transfers among Level 1, Level 2, or Level 3 categories during the periods presented. 2023 Warrants 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 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 11, ​ As of December 31, ​ ​ ​ ​ ​ 2025 (exercise date) ​ ​ ​ 2024 ​ ​ ​ Share price ​ $ 7.66 ​ $ 30.30 ​ Exercise price ​ $ 6.76 ​ $ 9.00 ​ Term (in years) ​ — ​ 4.24 ​ Volatility ​ 140 % 90 % Risk-free rate ​ 3.5 % 4.3 % Dividend yield ​ 0 % 0 % ​ 67 Table of Contents Note 15 - Fair Value Measurements, continued 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, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Beginning value ​ $ 358 ​ $ 620 Change in value of warrant liability ​ ( 257 ) ​ ( 262 ) Warrants exercised ​ ( 101 ) ​ — Ending value ​ $ — ​ $ 358 ​ ​ 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 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. ​ ​ ​ 68 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. ​