What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-13 · 225 added, 302 removed, 364 unchanged (59% of the section changed)

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Energous Corporation

BALANCE SHEETS

CONDENSED BALANCE SHEETS

(in thousands, except share and per share amounts)

September 30, 2025

March 31, 2026

December 31, 2025

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Operating lease right-of-use assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

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Accrued expenses

Accrued severance expense

Warrant liability

Operating lease liabilities, current portion

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Total current liabilities

Operating lease liabilities, non-current portion

Operating lease liabilities, long-term portion

Total liabilities

Commitments and contingencies (Note 8)

Stockholders’ equity (deficit):

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

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

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

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

Stockholders’ equity:

Preferred Stock, $ 0.00001 par value, 10,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

no shares issued or outstanding as of March 31, 2026 or December 31, 2025.

Common Stock, $ 0.00001 par value, 200,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

5,501,099 and 2,200,240 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

Total stockholders’ equity

Total liabilities and stockholders’ equity

(1) The condensed balance sheet as of December 31, 2025 was derived from the audited balance sheet as of that date.

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

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

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(in thousands, except share and per share amounts)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Cost of revenue

Gross profit (loss)

Operating expenses:

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Loss from operations

Other income, net:

Other income (expense), net:

Change in fair value of warrant liability

Interest income, net

Loss on retirement of property and equipment

Total other income, net

Total other income (expense), net

Basic and diluted loss per common share

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Stockholders’

Equity (Deficit)

Balance as of January 1, 2026

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Issuance of shares for RSUs

Shares issued to vendor for services

Issuance of shares in an at-the-market (“ATM”) placement, net of $ 1,013 in issuance costs

Balance as of March 31, 2026

Stock-based compensation – RSUs

Issuance of shares for RSUs

Issuance of shares in an ATM placement, net of $ 107 in issuance costs

Balance as of June 30, 2025

Stock-based compensation – RSUs

Issuance of shares for RSUs

Warrants exercised

Reclassification of warrant liability upon warrant exercise

Pre-funded warrants exercised

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

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

Balance as of September 30, 2025

Stockholders’

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Balance as of January 1, 2025

Stock-based compensation - options

Stock-based compensation - RSUs

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

Issuance of shares for RSUs

Proceeds from contributions to the ESPP

Shares issued to vendor for services

Issuance of shares in an ATM placement, net of $ 940 in issuance costs

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

Balance as of March 31, 2025

Stock-based compensation – RSUs

Stock-based compensation – ESPP

Issuance of shares for RSUs

Proceeds (refunds) from contributions to the ESPP

Pre-funded warrants exercised

Balance as of June 30, 2024

Stock-based compensation - RSUs

Stock-based compensation - ESPP

Issuance of shares for RSUs

Proceeds from contributions to the ESPP

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

Balance as of September 30, 2024

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

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(in thousands)

For the nine months ended September 30,

For the three months ended March 31,

Cash flows from operating activities:

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Change in fair value of warrant liability

Loss on retirement of property and equipment

Changes in operating assets and liabilities:

Accounts receivable

Accounts receivable, net

Prepaid expenses and other current assets

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

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

Accounts payable

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Repayments of short-term loan

Payments for financed insurance premiums

Net proceeds from exercise of warrant liability

Repayments of financed insurance

Net proceeds from an ATM offering

Net proceeds from a sale of common stock and warrant issuance

Proceeds from contributions to the ESPP

Net cash provided by financing activities

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

Cash, cash equivalents and restricted cash - beginning

Cash, cash equivalents and restricted cash - ending

Net increase in cash and cash equivalents

Cash and cash equivalents - beginning

Cash and cash equivalents - ending

Supplemental disclosure of cash flow information:

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Supplemental disclosure of non-cash investing and financing activities:

Decrease in operating lease ROU assets and operating lease liabilities from lease amendment

Increase in operating lease ROU assets and operating lease liabilities from lease modification

Decrease in ROU assets from shares issued to landlord

Increase in ROUs and operating lease liabilities from lease modification

Decrease in ROUs from shares issued to landlord

Accrued interest in short-term loan payable

Reclassification of warrant liability to equity upon warrant exercise

Financing of insurance premiums

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

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Description of Business

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

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

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

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

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

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

To date, the Company has developed and released multiple transmitter and receiver solutions.

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

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

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

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

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

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

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

Cold Chain, Asset Tracking, Medical IoT

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Retail and Industrial IoT

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

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

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

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.

On August 7, 2025, with the prior approval of stockholders at the Company’s 2025 annual meeting of stockholders held on June 11, 2025, the Company announced that its Board of Directors (the “Board”) had approved a reverse stock split of the Company’s common stock at a ratio of 1-for-30 , effective August 11, 2025 (the “Reverse Stock Split”).

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.

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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.

All information presented herein, unless otherwise indicated herein, reflects the Reverse Stock Split of the Company’s outstanding shares of common stock, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth herein have been adjusted to give effect to such Reverse Stock Split.

Note 2 – Liquidity and Management Plans

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

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

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

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

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

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

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

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

During the three months ended March 31, 2026 and 2025, the Company generated revenue of $ 3.1 million and $ 0.3 million, respectively, and incurred net losses of $ 1.7 million and $ 3.4 million, respectively.

Net cash used in operating activities was $ 5.6 million and $ 4.7 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the Company had cash on hand of $ 36.6 million.

Based upon its cash on hand as of March 31, 2026 and anticipated collection of accounts receivable, the Company is currently meeting its liquidity requirements.

In accordance with Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements—Going Concern , management has evaluated whether conditions or events, considered in the aggregate, raise questions about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

Based on current operating levels and existing cash balances, management believes that the Company has sufficient liquidity to fund operations for at least the next twelve 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.

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Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and pursuant to the accounting and disclosure rules and regulations of the U.S.

The accompanying unaudited condensed 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”).

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

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

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

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2026, or for other future periods.

These interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 26, 2026 (the “2025 Annual Report”).

The accounting policies used in preparing these interim unaudited condensed financial statements are consistent with those described in the 2025 Annual Report .

Reclassifications

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

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

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

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

Note 3 – Summary of Significant Accounting Policies, continued

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements as well as the reported expenses during the reporting periods.

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

The 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.

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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 March 31, 2026 and December 31, 2025, 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.

Two customers accounted for approximately 83 % of the Company’s revenue for the three months ended March 31, 2026 and three customers accounted for approximately 86 % of the Company’s revenue for the three months ended March 31, 2025.

Three customers accounted for approximately 92 % of the Company’s accounts receivable balance as of March 31, 2026.

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

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.

With the launch of its new U.S.-based contract manufacturer, the Company’s product sales were supplied by two contract manufacturers during the three months ended March 31, 2026 and one contract manufacturer during the three months ended March 31, 2025.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits.

The Company maintains its cash deposits with major financial institutions.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification.

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Such warrant classification is also subject to re-evaluation at each reporting period.

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

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

The Company follows ASC 820, “Fair Value Measurements” (“ASC 820”), which establishes a common definition of fair value to be applied when US GAAP requires the use of fair value, establishes a framework for measuring fair value, and requires certain disclosure about such fair value measurements.

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.

Note 3 – Summary of Significant Accounting Policies, continued

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.

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Because of the uncertainties inherent in the valuation of assets or liabilities for which there are no observable inputs, those estimated fair values may differ significantly from the values that may have been used had a ready market for the assets or liabilities existed.

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

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 warrant liability recognized at fair value on a recurring basis is a level 3 measurement (see Note 13 – Fair Value Measurements).

The Company’s derivative liabilities recognized at fair value on a recurring basis are a level 3 measurement (see Note 14 – Fair Value Measurement).

Revenue Recognition

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

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

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

During the three months ended March 31, 2026 and 2025, the Company recognized $ 3.1 million and $ 0.3 million in revenue, respectively (see Note 12 – Revenue Recognition for additional information on revenue disaggregation).

Note 3 – Summary of Significant Accounting Policies, continued

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

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

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

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.

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

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

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

Shipping and Handling

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

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

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

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

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

Based on these assessments, the Company did no t record an allowance for credit losses on its accounts receivable as of both March 31, 2026 and December 31, 2025.

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

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

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Research and development expenses are charged to operations as incurred.

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

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

The Company incurred research and development costs of $ 1.0 million and $ 1.2 million for the three months ended March 31, 2026 and 2025, respectively.

Stock-Based Compensation

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The Company amortizes compensation costs on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the equity instrument issued.

Under the Energous Corporation ESPP, employees purchased a limited number of shares of the Company’s common stock at a 15 % discount from the lower of the closing market prices measured on the first and last days of each half-year period.

The Company recognized stock-based compensation expense for the fair value of the purchase options, as measured on the grant date.

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

Forfeitures are recorded as they occur.

Note 3 – Summary of Significant Accounting Policies, continued

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

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

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.

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

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

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

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.

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A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards.

The guidance from Topic 740 also discusses the classification of related interest and penalties on income taxes.

The guidance from ASC 740 also discusses the classification of related interest and penalties on income taxes.

The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense.

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

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

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

Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period.

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

For the three and nine months ended September 30,

The computation of diluted net loss per common share excludes potentially dilutive securities of 726,978 and 62,411 for the three months ended March 31, 2026 and 2025, 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 three months ended

March 31, 2026

March 31, 2025

Warrants issued to investors

Total potentially dilutive securities

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

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

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

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

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

For the three months ended March 31, 2026, the table above includes 633,111 warrants expiring on September 10, 2030, which have an exercise price of $ 7.79 per share, and 44,317 warrants expiring on September 10, 2030, which have an exercise price of $ 9.90 per share.

For the three months ended March 31, 2025, 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 March 31, 2025 had an exercise price of $ 9.00 per share.

Note 3 – Summary of Significant Accounting Policies, continued

Property and Equipment

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

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

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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.

Operating leases are included in 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.

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

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 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.

The CODM 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 July 2025, the FASB issued Accounting Standards Update (“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 adopted this standard on January 1, 2026.

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

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

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

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

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

In November 2024, the FASB issued ASU No.

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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.

Note 3 – Summary of Significant Accounting Policies, continued

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

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

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

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

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

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

All other amendments may be applied prospectively or retrospectively.

Early adoption is permitted.

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

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

Note 4 – Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

Below is a summary of the Company’s prepaid expenses and other current assets as of March 31, 2026 and December 31, 2025 (in thousands):

Balance as of

September 30, 2025

March 31, 2026

December 31, 2025

Deposit with contract manufacturer

Prepaid insurance

Prepaid and deferred financing costs

Deposit for intellectual property renewals

Prepaid subscriptions

Prepaid software and support

Tradeshow deposits

Prepaid insurance

Other deposits

In addition to the prepaid expenses and other current assets disclosed above, the Company had $ 0.3 million in other assets relating to deposits for intellectual property renewals as of both March 31, 2026 and December 31, 2025.

Note 5 – Inventory

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

Below is a summary of the Company’s inventory as of March 31, 2026 and December 31, 2025 (in thousands):

Balance as of

September 30, 2025

March 31, 2026

December 31, 2025

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Note 6 – Property and Equipment

Property and equipment are as follows (in thousands):

Below is a summary of the Company property and equipment as of March 31, 2026 and December 31, 2025 (in thousands):

Balance as of

September 30, 2025

March 31, 2026

December 31, 2025

Computer software

Computer hardware

Computer software

Furniture and fixtures

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Total property and equipment, net

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

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

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

The Company did no t have any disposals of property and equipment during the three months ended March 31, 2026 and March 31, 2025.

Total depreciation and amortization expense of the Company’s property and equipment was approximately $ 34,000 and $ 45,000 for the three months ended March 31, 2026 and 2025, respectively, of which, an immaterial amount was included in cost of revenue for the three months ended March 31, 2026 and 2025.

Note 7 – Accrued Expenses

Accrued expenses consist of the following (in thousands):

Below is a summary of the Company’s accrued expenses as of March 31, 2026 and December 31, 2025 (in thousands):

Balance as of

September 30, 2025

March 31, 2026

December 31, 2025

Accrued compensation

Accrued legal expenses

Accrued purchased inventory received

Accrued stock registration expense

Accrued interest

Customer deposits received

Accrued legal expenses

Other accrued expenses

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San Jose Lease

On May 20, 2022, the Company signed a lease amendment to the existing lease for its office space at its corporate headquarters in San Jose, California, extending the term of the lease for an additional three years 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 leases office space for its corporate headquarters in San Jose, California under an operating lease.

On March 19, 2025, the Company entered into an amendment to the lease, which relocated the Company to a smaller suite within the same building and extended the lease term 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 $ 0.1 million and $ 0.4 million for the three and nine months ended September 30, 2025, respectively.

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

The Company recorded lease expense of $ 0.1 million and $ 0.2 million for the three months ended March 31, 2026 and 2025, respectively.

Operating Lease Commitments

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

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

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

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

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 $ 1.0 million through the fourth quarter of 2027.

As of March 31, 2026, the Company has total operating lease right-of-use assets of $ 0.8 million, current operating lease liabilities of $ 0.5 million and long-term operating lease liabilities of $ 0.4 million.

The weighted average remaining lease term is 1.75 years as of March 31, 2026.

Note 8 – Commitments and Contingencies, continued

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

For the year ending December 31,

2025 (Remaining three months)

A reconciliation of undiscounted cash flows to lease liabilities recognized as of March 31, 2026 is as follows (in thousands):

As of March 31, 2026

2026 (nine months remaining)

Total future lease payments

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Litigations, Claims and Assessments

The Company is involved from time to time in various disputes, claims, liens and litigation matters arising in the normal course of business.

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 and 2024 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.

Employee Bonus Plans

On January 12, 2026, the Board, on the recommendation of the Compensation Committee, approved the 2026 Corporate Bonus Plan (the “2026 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.

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

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

Under the 2026 Bonus Plan, the Compensation Committee is responsible for selecting the amounts of potential bonuses for executive officers and vice presidents and defining the annual performance metrics against which the bonus compensation will be measured.

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

The Company accrued $ 0.2 million in bonus expense under the 2026 Bonus Plan during the three months ended March 31, 2026, which the Company plans to pay during the first quarter of 2027.

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.

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

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

Severance and Change in Control Agreement

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.

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.

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

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

The Company did not accrue any bonus expense under the 2025 Bonus Plan during the three months ended March 31, 2025.

Based upon achievement of the performance objectives, as approved by the Compensation Committee, payments due under the 2025 Bonus Plan were paid in February of 2026.

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 %.

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

Agile Subordinated Loan Agreement

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

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

The payment multiplier on the current loan was 1.42 .

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

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

There are no further obligations under the Amended Loan Agreement.

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

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 March 31, 2026, the Company had an outstanding balance of approximately $ 35,000 on the financing for its insurance premiums with a weighted average borrowing rate of 6.09 % per year.

Note 10 – Capital Stock and Warrants

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Upon the liquidation, dissolution or winding up of the Company, holders of common stock are entitled to share ratably in all assets of the Company that are legally available for distribution.

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

This shelf registration statement allowed the Company to sell, from time to time, any combination of debt or equity securities described in the registration statement up to aggregate proceeds of $ 100 million.

Pursuant to this registration statement, on March 28, 2023, the Company completed an underwritten offering pursuant to which it issued and sold an aggregate of (i) 13,750 shares of its common stock and (ii) warrants to purchase up to 13,750 shares of its common stock (the “2023 Warrants”), for net proceeds of $ 2.7 million, after deducting underwriting discounts, commission and expenses payable by the Company.

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

2023 Offering

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

On February 15, 2024, the Company entered into a securities purchase agreement with an institutional investor, providing for the issuance and sale by the Company in a registered direct offering (the “2024 Offering ”) of (i) 19,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to 15,014 shares of common stock (referred to individually as a “2024 Pre-Funded Warrant” and collectively as the “2024 Pre-Funded Warrants”), and (iii) warrants to purchase an aggregate of 34,014 shares of common stock (referred to individually as a “2024 Warrant” and collectively as the “2024 Warrants”).

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 is exercisable at any time on or after the date of issuance to purchase one share of common stock at a price of either $ 0.03 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 expire 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 September 30, 2025, the 2024 Warrants had been fully exercised.

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

At-the-Market Offering Program

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 $ 3.1 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.

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

Note 10 – Capital Stock and Warrants, continued

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

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

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

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

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

During the three months ended March 31, 2026, the Company sold 3,299,728 shares of its common stock for net proceeds of $ 31.9 million (net of commissions and other related offering expenses of $ 1.0 million).

As of March 31, 2026, approximately $ 31.7 million in shares of common stock remained available for issuance under the ATM Program, subject to availability of authorized shares.

Note 10 – Capital Stock and Warrants, continued

2025 Offering

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

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

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

As of March 31, 2026, 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 on December 20, 2024 and August 20, 2025 (the “Original Engagement Letter”), between the Company and H.C.

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.

As of March 31, 2026, the Registered Direct Offering Placement Agent Warrants were still outstanding.

Warrant Inducement Offering

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”).

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

As of March 31, 2026, the New Warrant Shares are still outstanding.

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.

As of March 31, 2026, the Concurrent Warrant Exercise Transaction Placement Agent Warrants were still outstanding.

Note 10 – Capital Stock and Warrants, continued

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Common Stock Outstanding

The Company’s outstanding shares of common stock typically include shares that are deemed delivered under US 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 US GAAP until the actual delivery of shares takes place.

The Company’s outstanding shares of common stock may occasionally include shares that are deemed delivered under U.S.

Shares that are deemed delivered currently include shares that have vested, but have not yet been delivered, under tax-deferred equity awards.

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 March 31, 2026, there were 5,501,099 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:

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

RSUs outstanding

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Shares available for issuance under the 2024 Equity Incentive Plan

Shares available for issuance under the Employee Stock Purchase Plan

Note 11 – Stock-Based Compensation

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

As of March 31, 2026, there are 841 RSUs granted and outstanding under the 2017 Equity Inducement Plan.

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

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

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

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

As of March 31, 2026, there are 48,709 RSUs granted and outstanding under the 2024 Equity Incentive Plan.

As of March 31, 2026, 38,486 shares of common stock remain available for issuance under the 2024 Equity Incentive Plan.

Restricted Stock Units (“RSUs”)

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

During the three months ended March 31, 2026, the Compensation Committee granted directors an aggregate of 7,290 RSUs for service on the Board, of which 250 RSUs are subject to approval at the next annual meeting of stockholders.

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

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

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

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

During the three months ended March 31, 2026, the Board granted employees an aggregate of 32,400 RSUs, of which 23,500 RSUs are subject to approval at the next annual meeting of stockholders.

These RSU awards vest over four years .

As of March 31, 2026, the unamortized fair value of outstanding RSUs was $ 0.4 million.

The unamortized amount will be expensed over a weighted average period of 2.7 years.

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

A summary of the activity related to RSUs for the three months ended March 31, 2026 is presented below:

Outstanding as of January 1, 2026

RSUs forfeited

Outstanding as of September 30, 2025

Note 11 – Stock-Based Compensation, continued

Employee Stock Purchase Plan

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 $ 0 per share and $ 18.90 per share for the nine months ended September 30, 2025 and 2024, respectively, which represents the fair value of the option, consisting of three main components:

(i) the value of the discount on the enrollment date, (ii) the proportionate value of the call option for 85 % of the stock and (iii) the proportionate value of the put option for 15 % of the stock.

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

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

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

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

For the nine months ended September 30,

32.70 - $ 54.90

Dividend yield

Expected volatility

Risk-free interest rate

Expected life

Outstanding as of March 31, 2026

Stock-Based Compensation Expense

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

Three Months Ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

Research and development

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Cost of revenue

Note 12 – Revenue Recognition

The following tables depict the disaggregation of revenue by product or service and geographic region of the customers for the three months ended March 31, 2026 and 2025:

For the three months ended March 31,

Revenue by product/service

PowerBridge sales and shipping

Total revenue

For the three months ended March 31,

Revenue by geographic region

United States

Total revenue

Substantially all revenue recognized during the three months ended March 31, 2026 and 2025 was recognized at a point in time.

Selected balance sheet line items that reflect accounts receivable and contract liabilities as of March 31, 2026, December 31, 2025 and December 31, 2024 were as follows (in thousands):

Balances as of

March 31, 2026

December 31, 2025

December 31, 2024

Trade receivables

Deferred revenue

Customer deposits

The Company expects to satisfy its obligations under deferred revenue and collect all net trade receivables within one year of March 31, 2026.

Note 13 – Warrant Liability

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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.”

Note 13 – Warrant Liability, continued

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.

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

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

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

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

The Company recorded a change in fair value of the warrant liability of a decrease of $ 0.3 million for the three months ended March 31, 2025.

There was no change in fair value of the warrant liability during the three months ended March 31, 2026.

As of March 31, 2026 and December 31, 2025, the 2023 Warrants had been fully exercised in the Concurrent Warrant Exercise Transaction, eliminating the recorded warrant liability.

See Note 14 - Fair Value Measurements for details on changes of fair value of the warrant liability.

Note 14 – 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 September 30, 2025 and December 31, 2024 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):

Balance as of September 30, 2025

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):

Balance as of March 31, 2026

Cash equivalents

Warrant liability

Balance as of December 31, 2025

Cash equivalents

Warrant liability

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

Note 13 – Fair Value Measurements, continued

2023 Warrants

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Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield.

Note 14 – Fair Value Measurements, continued

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

As of September 11, 2025

As of December 31, 2024

As of March 31, 2025

Exercise price

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Dividend yield

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

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

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

For the nine months ended September 30,

The change in the fair value of the 2023 Warrant liability was a decrease of $ 0.3 million during the three months ended March 31, 2025 (see Note 13 – Warrant Liability).

On September 10, 2025, the 2023 Warrants were fully exercised in the Concurrent Warrant Exercise Transaction, eliminating the recorded warrant liability.

For the three months ended March 31,

Beginning value

Change in value of warrant liability

Warrants exercised

Note 14 – Customer Concentrations

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

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

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

Note 15 – 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 three months ended March 31, 2026 and 2025, the Company made matching contributions of $ 24,000 and $ 51,000 , respectively.

Note 16 – Subsequent Event

On April 6, 2026, the Company financed approximately $ 0.4 million in business insurance premiums to be repaid in 11 installments of approximately $ 33,000 with a borrowing rate of 6.15 % per year.

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

What changed 10-Q

Item 1. Financial Statements