What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 146 added, 118 removed, 471 unchanged (36% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

March 31, 2026

June 30, 2026

December 31, 2025

1 unchanged sentence

Cash and cash equivalents

Accounts receivable, net

Accounts receivable

Prepaid expenses and other current assets

7 unchanged sentences

Operating lease liabilities, current portion

Short-term loan payable, net

Short-term loan payable

Deferred revenue

4 unchanged sentences

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.

Preferred Stock, $ 0.00001 par value, 10,000,000 shares authorized as of June 30, 2026 and December 31, 2025;

no shares issued or outstanding as of June 30, 2026 or December 31, 2025.

Common Stock, $ 0.00001 par value, 200,000,000 shares authorized as of June 30, 2026 and December 31, 2025;

5,527,071 and 2,200,240 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

Additional paid-in capital

7 unchanged sentences

(in thousands, except share and per share amounts)

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Cost of revenue

9 unchanged sentences

Change in fair value of warrant liability

Interest income, net

Interest income (expense), net

Loss on retirement of property and equipment

Total other income (expense), net

7 unchanged sentences

Stockholders’

Equity (Deficit)

Balance as of January 1, 2026

3 unchanged sentences

Balance as of March 31, 2026

Stock-based compensation - RSUs

Issuance of shares for RSUs

Warrants exercised

Issuance costs from ATM

Balance as of June 30, 2026

Stockholders’

4 unchanged sentences

Shares issued to vendor for services

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

Issuance of shares in an at-the-market (“ATM”) placement, net of $ 940 in issuance costs

Balance as of March 31, 2025

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

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.

3 unchanged sentences

(in thousands)

For the three months ended March 31,

For the six months ended June 30,

Cash flows from operating activities:

5 unchanged sentences

Change in fair value of warrant liability

Loss on retirement of property and equipment

Changes in operating assets and liabilities:

Accounts receivable, net

Accounts receivable

Prepaid expenses and other current assets

12 unchanged sentences

Repayments of financed insurance

Warrant exercises

Net proceeds from an ATM offering

1 unchanged sentence

Net increase in cash and cash equivalents

Cash and cash equivalents - beginning

Cash and cash equivalents - ending

Cash, cash equivalents and restricted cash - beginning

Cash, cash equivalents and restricted cash - ending

Supplemental disclosure of cash flow information:

4 unchanged sentences

Accrued interest in short-term loan payable

Financing of insurance premiums

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

3 unchanged sentences

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.

Energous Corporation d/b/a Energous Wireless Power Solutions (the “Company”) pioneered the development of 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.

20 unchanged sentences

Note 2 – Liquidity and Management Plans

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.

During the three and six months ended June 30, 2026, the Company generated revenue of $ 3.1 million and $ 6.2 million, respectively, and incurred net losses of $ 2.9 million and $ 4.6 million, respectively.

During the three and six months ended June 30, 2025, the Company generated revenue of $ 1.0 million and $ 1.3 million, respectively, and incurred net losses of $ 2.8 million and $ 6.2 million, respectively.

Net cash used in operating activities was $ 10.9 million and $ 7.5 million for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, the Company had cash on hand of $ 31.2 million.

Based upon its cash on hand as of June 30, 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.

12 unchanged sentences

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 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.

The results of operations for the three and six months ended June 30, 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”).

10 unchanged sentences

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.

As of June 30, 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.

Five customers accounted for approximately 74 % of the Company’s revenue for the three months ended June 30, 2026, and three customers accounted for approximately 60 % of the Company’s revenue for the six months ended June 30, 2026.

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

Six customers accounted for approximately 82 % of the Company’s accounts receivable balance as of June 30, 2026.

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

1 unchanged sentence

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.

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 and six months ended June 30, 2026 and one contract manufacturer during the three and six months ended June 30, 2025.

Cash and Cash Equivalents

8 unchanged sentences

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 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

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

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

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

15 unchanged sentences

In accordance with Topic 606, the Company recognizes revenue using the following five-step approach:

Identify the contract with a customer.

Identify the contract with the customer.

Identify the performance obligations in the contract.

Determine the transaction price of the contract.

Allocate the transaction price to the performance obligations in the contract.

Allocate the transaction price to the performance obligations of the contract.

Recognize revenue when or as the performance obligations are satisfied.

Note 3 – Summary of Significant Accounting Policies, continued

The Company’s revenue consists of its single segment of wireless charging system solutions.

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

During the 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 a majority of its revenue based on the shipment of products that it sells.

(See Note 12 – Revenue Recognition for additional information on revenue disaggregation).

The Company recognizes the majority of its revenue upon shipment of the products it sells.

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

The e-Compass software platform coupled with the hardware bundle required to create a functional wireless power network is recognized ratably over the e-Compass software subscription term, typically twelve months, commencing upon delivery of the hardware and granted access to e-Compass.

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 achievement of a milestone generally requires the Company to satisfy the applicable performance obligation and obtain customer acceptance.

The Company recognizes this revenue at the point in time at which the performance obligation is met.

4 unchanged sentences

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.

The Company reflects shipping and handling costs incurred to deliver products to customers as cost of revenue.

Amounts billed to customers for shipping and handling, including freight and logistics-related fulfillment services, 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 reviews its receivables for collectibility based on historical loss patterns, the aging of the receivables, assessments of specific customer accounts considered to be at risk of nonpayment, and records an allowance for expected credit losses as necessary.

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 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.

Based on these assessments, the Company did no t record an allowance for credit losses on its accounts receivable as of both June 30, 2026 and December 31, 2025.

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

Net realizable value is assessed at the end of each reporting period, and an adjustment is recorded, if necessary.

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.

1 unchanged sentence

Research and development expenses are charged to operations as incurred.

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.

The Company incurred research and development costs of $ 1.1 million and $ 2.1 million for the three and six months ended June 30, 2026, respectively.

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

Stock-Based Compensation

12 unchanged sentences

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.

The Company accounts for uncertain tax positions 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.

5 unchanged sentences

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.

The Company does not expect the OBBBA to have a material impact on its financial statements.

Net Loss Per Common Share

2 unchanged sentences

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 726,978 and 62,411 for the three months ended March 31, 2026 and 2025, respectively, because their inclusion would be antidilutive.

The computation of diluted net loss per common share excludes potentially dilutive securities of 722,824 and 59,125 for the three and six months ended June 30, 2026 and 2025, respectively, because their inclusion would be anti-dilutive.

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

For the three and six months ended June 30,

Warrants issued to investors

Total potentially dilutive securities

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.

For the three and six months ended June 30, 2026, the table above includes 633,111 warrants expiring on September 10, 2030, which have an exercise price of $ 7.79 per share, and 20,386 warrants expiring on September 10, 2030, which have an exercise price of $ 9.90 per share.

For the three and six months ended June 30, 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 June 30, 2025 had an exercise price of $ 8.40 per share.

Note 3 – Summary of Significant Accounting Policies, continued

1 unchanged sentence

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 .

The Company currently uses the following estimated useful lives for depreciating property and equipment:

computer software – 1 - 2 years , machinery, equipment and computer hardware – 3 years , furniture and fixtures – 7 years , leasehold improvements – shorter of estimated life or remaining life of the lease .

The Company determines if an arrangement is a lease at the inception of the arrangement.

7 unchanged sentences

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.

The Company has one operating segment and one reportable segment.

The Company’s chief operating decision maker (“CODM”) 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.

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

Adoption of New Accounting Standard

25 unchanged sentences

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.

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

Note 4 – Prepaid Expenses and Other Current Assets

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):

Below is a summary of the Company’s prepaid expenses and other current assets as of June 30, 2026 and December 31, 2025 (in thousands):

Balance as of

March 31, 2026

June 30, 2026

December 31, 2025

Deposit with contract manufacturer

Deposit with contract manufacturers

Deposit for intellectual property renewals

1 unchanged sentence

Prepaid insurance

Prepaid software and support

Tradeshow deposits

Deferred cost of revenue

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.

In addition to the prepaid expenses and other current assets disclosed above, the Company had $ 0.4 million and $ 0.3 million in other assets relating to deposits for intellectual property renewals as of June 30, 2026 and December 31, 2025, respectively.

Note 5 – Inventory

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

Below is a summary of the Company’s inventory as of June 30, 2026 and December 31, 2025 (in thousands):

Balance as of

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

Note 6 – Property and Equipment

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

Below is a summary of the Company’s property and equipment as of June 30, 2026 and December 31, 2025 (in thousands):

Balance as of

March 31, 2026

June 30, 2026

December 31, 2025

Computer hardware

Machinery, equipment and computer hardware

Computer software

3 unchanged sentences

Total property and equipment, net

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.

The Company did no t have any disposals of property and equipment during the three or six months ended June 30, 2026.

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

Total depreciation and amortization expense of the Company’s property and equipment was approximately $ 0.1 million for both the six months ended June 30, 2026 and 2025, of which, an immaterial amount was included in cost of revenue during each period.

Note 7 – Accrued Expenses

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

Below is a summary of the Company’s accrued expenses as of June 30, 2026 and December 31, 2025 (in thousands):

Balance as of

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

Customer deposits received

Accrued cost of revenue

Accrued legal expenses

7 unchanged sentences

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 $ 0.2 million for the three months ended March 31, 2026 and 2025, respectively.

The Company recorded lease expense of $ 0.2 million and $ 0.3 million for the three and six months ended June 30, 2026, respectively.

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

Note 8 – Commitments and Contingencies, continued

Operating Lease Commitments

1 unchanged sentence

The Company anticipates having future total lease payments of $ 0.9 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 March 31, 2026 is as follows (in thousands):

As of March 31, 2026

2026 (nine months remaining)

As of June 30, 2026, the Company has total operating lease right-of-use assets of $ 0.7 million, current operating lease liabilities of $ 0.5 million and long-term operating lease liabilities of $ 0.3 million.

The weighted average remaining lease term is 1.5 years as of June 30, 2026.

A reconciliation of undiscounted cash flows to lease liabilities recognized as of June 30, 2026 is as follows (in thousands):

As of June 30, 2026

2026 ( six months remaining)

Total future lease payments

1 unchanged sentence

Total operating lease liabilities

Litigations, Claims and Assessments

Litigation, 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.

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 financial position, results of operations or cash flows.

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.

On January 12, 2026, the Board of Directors (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.

1 unchanged sentence

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.

The Company accrued $ 0.4 million and $ 0.6 million in bonus expense under the 2026 Bonus Plan during the three and six months ended June 30, 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.

2 unchanged sentences

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

The Company accrued $ 0.5 million in bonus expense under the 2025 Bonus Plan during the three and six months ended June 30, 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.

3 unchanged sentences

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.

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.

As of June 30, 2026, the Company had an outstanding balance of approximately $ 0.3 million on the financing for its insurance premiums with a weighted average borrowing rate of 6.15 % per year.

Note 10 – Capital Stock and Warrants

4 unchanged sentences

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 .

11 unchanged sentences

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 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.

During the three months ended June 30, 2026, the Company did not sell any shares under the ATM Program.

During the six months ended June 30, 2026, the Company sold 3,299,728 shares of its common stock for net proceeds of $ 31.8 million (net of commissions and other related offering expenses of $ 1.1 million).

As of June 30, 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

4 unchanged sentences

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 March 31, 2026, no 2025 Pre-Funded Warrants and 585,347 2025 Warrants were outstanding.

As of June 30, 2026, no 2025 Pre-Funded Warrants and 585,347 2025 Warrants were outstanding.

The 2025 Offering closed on September 11, 2025.

3 unchanged sentences

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.

As of June 30, 2026, 18,848 shares of the Registered Direct Offering Placement Agent Warrants were still outstanding.

Warrant Inducement Offering

6 unchanged sentences

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.

As of June 30, 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.

As of June 30, 2026, a total of 1,538 shares of the Concurrent Warrant Exercise Transaction Placement Agent Warrants were still outstanding.

Note 10 – Capital Stock and Warrants, continued

6 unchanged sentences

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

Common Stock Outstanding

4 unchanged sentences

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.

As of June 30, 2026, there were 5,527,071 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:

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

RSUs outstanding

13 unchanged sentences

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

As of June 30, 2026, there are 835 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.

4 unchanged sentences

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 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.

On June 11, 2026, the Company’s stockholders approved an increase in the available share reserve under the 2024 Equity Incentive Plan by 300,000 shares.

As of June 30, 2026, there are 68,492 RSUs granted and outstanding under the 2024 Equity Incentive Plan.

As of June 30, 2026, 316,668 shares of common stock remain available for issuance under the 2024 Equity Incentive Plan.

Restricted Stock Units (“RSUs”)

During the three months ended March 31, 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.

During the six months ended June 30, 2026, the Compensation Committee granted directors an aggregate of 7,540 RSUs for service on the Board.

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

During the three months ended March 31, 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.

During the six months ended June 30, 2026, the Board granted employees an aggregate of 62,150 RSUs.

These RSU awards vest over four years .

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

As of June 30, 2026, the unamortized fair value of outstanding RSUs was $ 1.0 million.

The unamortized amount will be expensed over a weighted average period of 3.1 years.

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

A summary of the activity related to RSUs for the six months ended June 30, 2026 is presented below:

Outstanding as of January 1, 2026

RSUs forfeited

Outstanding as of March 31, 2026

Outstanding as of June 30, 2026

Stock-Based Compensation Expense

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

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

Research and development

4 unchanged sentences

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,

The following tables depict the disaggregation of revenue by product or service and geographic region of the customers for the three and six months ended June 30, 2026 and 2025:

For the three months ended June 30,

For the six months ended June 30,

Revenue by product/service

1 unchanged sentence

Total revenue

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

Revenue by geographic region

1 unchanged sentence

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):

Substantially all revenue recognized during the three and six months ended June 30, 2026 and 2025 was recognized at a point in time.

Selected balance sheet line items that reflect accounts receivable and contract liabilities as of June 30, 2026, December 31, 2025, and December 31, 2024 were as follows (in thousands):

Balances as of

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

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.

The Company expects to satisfy its obligations under deferred revenue and collect all net trade receivables within one year of June 30, 2026.

Note 13 – Warrant Liability

14 unchanged sentences

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.

The Company believes that the adjustment 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 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.

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

There was no change in fair value of the warrant liability during the three or six months ended June 30, 2026.

As of June 30, 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 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

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 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 June 30, 2026

Cash equivalents

8 unchanged sentences

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

As of March 31, 2025

As of June 30, 2025

Exercise price

2 unchanged sentences

Dividend yield

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).

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

For the six months ended June 30,

Beginning value

3 unchanged sentences

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.

During the three and six months ended June 30, 2026, the Company made matching contributions of $ 26,000 and $ 50,000 , respectively.

During the three and six months ended June 30, 2025, the Company made matching contributions of $ 27,000 and $ 78,000 , respectively.

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