What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-05-14 · 142 added, 63 removed, 151 unchanged (58% of the section changed)

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our ability to maintain or improve our financial position, cash flows, and liquidity and our expected financial needs;

the impacts of tariffs and other geopolitical conflicts;

and other risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis sections of our most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, including this Report.

We undertake no obligation to publicly update any of our forward-looking statements, whether as a result of new information, future developments, or otherwise.

We have developed scalable, over-the-air WPN technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems to enable RF-based charging for ambient IoT devices, transforming supply chain capabilities from limited tracking to overall business intelligence.

We pioneered the development of scalable, over-the-air WPN technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems to enable RF-based charging for ambient IoT devices, transforming supply chain capabilities from limited tracking to overall business intelligence.

Our 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.

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We are subject to ongoing exposure related to the current macroeconomic environment, including inflation, rising interest rates, geopolitical factors such as the ongoing conflict between Russia and Ukraine, tensions between the United States and China as well as China and Taiwan, conflicts in the Middle East, and supply chain disruptions.

These conditions may affect various aspects of our business, including our operations, financial position, cash flow, inventory management, supply chains, global regulatory approvals, purchasing trends, customer payment patterns, and the broader industry environment, as well as our employees.

These conditions may affect various aspects of our business, including our operations, financial position, cash flows, inventory management, supply chains, global regulatory approvals, purchasing trends, customer payment patterns, and the broader industry environment, as well as our employees.

Results of Operations

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Cost of revenue consists of direct materials, direct labor, and overhead for our production-level wireless charging systems.

Research and development expenses include costs associated with our efforts to develop our technology, including personnel compensation, consulting, engineering supplies and components, regulatory expense and general office expenses specifically related to the research and development department.

Research and development expenses include costs associated with our efforts to develop our technology, including personnel compensation, consulting, engineering supplies and components, regulatory expenses, and general office expenses specifically related to the research and development department.

Sales and marketing expenses include costs associated with selling and marketing our technology to our customers, including personnel compensation, public relations, graphic design, tradeshow, engineering supplies utilized by the sales team, and general office expenses specifically related to the sales and marketing department.

General and administrative expenses include costs for general and corporate functions, including personnel compensation, facility fees, travel, telecommunications, insurance, professional fees, consulting fees, general office expenses, and other overhead.

Comparison of Three Months Ended March 31, 2026 and 2025

Comparison of Three Months Ended June 30, 2026 and 2025

The following table sets forth selected Condensed Statements of Operations data (in thousands):

For the three months ended March 31,

For the three months ended June 30,

Cost of revenue

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Other income (expense), net:

Interest income (expense), net

Loss on retirement of property and equipment

Total other income (expense), net

During the three months ended June 30, 2026 and 2025, we recorded revenue of $3.1 million and $1.0 million, respectively.

The 217% period-over-period increase is primarily due to accelerated U.S.

and European demand from a Fortune 10 e-commerce technology customer during the second quarter of 2026.

Additionally, a large scale proof of concept (“POC”) deployment with a U.S.

government sector customer ramped up during the three months ended June 30, 2026.

Additional incremental revenue generated during the second quarter 2026 was comprised of multiple POC’s, referred through the Company’s participation in the Amazon Web Services (“AWS”) Partner Network and other channel partners, for both our standard PowerBridge Pro WPN solutions and our End-to-End solution.

Costs and Expenses and Loss from Operations.

Costs and expenses are made up of cost of revenue, research and development, sales and marketing, general and administrative, and severance expenses.

Loss from operations for the three months ended June 30, 2026 and 2025 was $3.2 million and $2.8 million, respectively.

Cost of Revenue:

For the three months ended June 30,

Cost of revenue

Percent of total revenue

Cost of revenue was $3.0 million and $0.6 million, respectively, for the three months ended June 30, 2026 and 2025, respectively.

The increase was primarily due to a combination of higher sales volume of PowerBridge Pro transmitters shipped during the second quarter of 2026 and the short-term impact of a hardware upgrade requested by a Fortune 10 customer, which required retooling of our contract manufacturing lines.

To meet the customer’s feature requirements and fulfill second quarter 2026 demand within the required timeframe, production of the PowerBridge Pro was concentrated at our U.S.-based contract manufacturer, which was able to rapidly implement the required production changes.

This enabled us to meet customer delivery timelines but resulted in higher per-unit manufacturing costs compared with production at our overseas contract manufacturer.

Research and Development Costs:

For the three months ended June 30,

Research and development

Percent of total revenue

Research and development (“R&D”) costs were $1.1 million for both the three months ended June 30, 2026 and 2025.

The slight increase is due to higher product development and engineering material costs.

Sales and Marketing Costs:

For the three months ended June 30,

Sales and marketing

Percent of total revenue

Sales and marketing costs were $0.6 million and $0.7 million for the three months ended June 30, 2026 and 2025, respectively.

The decrease of approximately $0.1 million is primarily due to a $0.1 million decrease in compensation from a lower bonus accrual and decreased stock-based compensation.

General and Administrative Costs:

For the three months ended June 30,

General and administrative

Percent of total revenue

General and administrative costs for the three months ended June 30, 2026 and 2025 were $1.5 million and $1.3 million, respectively.

The increase of approximately $0.2 million was primarily due to an approximately $0.1 million increase in stock registration and annual meeting expenses and a $0.1 million increase in investor relations fees.

Severance Expense:

For the three months ended June 30,

Severance expense

Percent of total revenue

Severance expense was approximately $69,000 and $23,000 for the three months ended June 30, 2026 and 2025, respectively, related to the separation of non-executive employees.

Expenses from Abandoned Financing Transaction:

For the three months ended June 30,

Expenses from abandoned financing transaction

Percent of total revenue

Expenses from the abandoned financing transaction were approximately $5,000 for the three months ended June 30, 2025, attributable to our decision not to pursue the convertible preferred equity offering under Regulation A.

This decision was made because we were able to secure less dilutive financing through our ATM Program at a lower cost of capital.

There was no such expense for the three months ended June 30, 2026.

Other Income (expense), net:

For the three months ended June 30,

Interest income (expense), net

Loss on retirement of property and equipment

Total other income (expense), net

Net interest income (expense) for the three months ended June 30, 2026 was $0.3 million from interest earned in our money market account.

Net interest expense for the three months ended June 30, 2025 was approximately $7,000 from short-term loan interest expense of $96,000, partially offset by interest income of $89,000 earned in our money market account.

As a result of the above, net loss for the three months ended June 30, 2026 was $2.9 million as compared to $2.8 million for the three months ended June 30, 2025, primarily driven by the short-term negative impact of gross margins during the second quarter of 2026.

Comparison of Six Months Ended June 30, 2026 and 2025

The following table sets forth selected Condensed Statements of Operations data (in thousands):

For the six months ended June 30,

Cost of revenue

Operating expenses:

Research and development

Sales and marketing

General and administrative

Severance expense

Expenses from abandoned financing transaction

Total operating expenses

Loss from operations

Other income (expense), net:

Change in fair value of warrant liability

Interest income (expense), net

Total other income, net

During the three months ended March 31, 2026 and 2025, we recorded revenue of $3.1 million and $0.3 million, respectively.

The 799% period-over-period increase is primarily due to the expansion of commercial deployments with multinational enterprise retailers, including two Fortune 10 companies, deploying our WPN technology in connection with their infrastructure modernization initiatives as well as large scale proof-of-concept deployments with enterprise customers referred through the Company’s participation in the Amazon Web Services (“AWS”) Partner Network and other channel partners.

Loss on retirement of property and equipment

Total other income (expense), net

During the six months ended June 30, 2026 and 2025, we recorded revenue of $6.2 million and $1.3 million, respectively.

The 368% period-over-period increase is primarily due to accelerated U.S.

and European demand from a Fortune 10 e-commerce technology customer during the first half of 2026.

Additionally, a large scale POC deployment with a U.S.

government sector customer ramped up during the six months ended June 30, 2026.

Additional incremental revenue generated during the first half of 2026 was comprised of multiple POC’s, referred through the Company’s participation in the AWS Partner Network and other channel partners, for both our standard PowerBridge Pro WPN solutions and our End-to-End solution.

Costs and Expenses and Loss from Operations.

Costs and expenses are made up of cost of revenue, research and development, sales and marketing, general and administrative and severance expenses.

Loss from operations for the three months ended March 31, 2026 and 2025 was $1.8 million and $3.6 million, respectively.

Loss from operations for the six months ended June 30, 2026 and 2025 was $5.0 million and $6.4 million, respectively.

Cost of Revenue:

For the three months ended March 31,

For the six months ended June 30,

Cost of revenue

Percent of total revenue

Cost of revenue was $2.0 million and $0.3 million, respectively, for the three months ended March 31, 2026 and 2025, respectively.

The increase is primarily due to higher sales volume of PowerBridge Pro transmitters that were shipped during the first quarter of 2026.

With the ramp up of our volume manufacturing during 2025 and early 2026 and other strategic efforts made to optimize operations, product margins improved significantly, transitioning from a gross profit in the first quarter 2025 of $0.1 million to a gross profit in the first quarter 2026 of approximately $1.1 million, representing a 1,077% year over year improvement in gross profit for the same quarter last year.

Cost of revenue was $5.0 million and $0.9 million, respectively, for the six months ended June 30, 2026 and 2025, respectively.

This enabled us to meet customer delivery timelines, but resulted in higher per-unit manufacturing costs compared with production at our overseas contract manufacturer.

Research and Development Costs:

For the three months ended March 31,

For the six months ended June 30,

Research and development

Percent of total revenue

Research and development (“R&D”) costs were $1.0 million and $1.2 million, respectively, for the three months ended March 31, 2026 and 2025.

The decrease of $0.2 million is primarily due to a $0.1 million decrease in third party services and a $0.1 million decrease in payroll costs.

R&D costs were $2.1 million and $2.3 million, respectively, for the six months ended June 30, 2026 and 2025.

The decrease is primarily due to a $0.1 million decrease in third party services and a $0.1 million decrease in payroll costs, partially offset by a $0.1 million increase in engineering material and testing expense.

Sales and Marketing Costs:

For the three months ended March 31,

For the six months ended June 30,

Sales and marketing

Percent of total revenue

Sales and marketing costs for both the three months ended March 31, 2026 and 2025 were $0.5 million and $0.6 million, respectively.

The decrease is primarily due to a $0.1 million decrease in consulting fees.

Sales and marketing costs for the six months ended June 30, 2026 and 2025 were $1.2 million and $1.3 million, respectively.

The decrease is primarily due to a $0.1 million reduction in consulting fees.

General and Administrative Costs:

For the three months ended March 31,

For the six months ended June 30,

General and administrative

Percent of total revenue

General and administrative costs for the three months ended March 31, 2026 and 2025 were $1.4 million and $0.9 million, respectively.

The increase of $0.5 million was primarily due to $0.1 million increase in compensation from the achievement of 2026 Bonus Plan metrics, a $0.3 million increase in legal fees, and a $0.1 million increase in stock registration and transfer expenses, partially offset by a $0.1 million decrease in office rent and facility expenses.

General and administrative costs for the six months ended June 30, 2026 and 2025 were $2.8 million and $2.2 million, respectively.

The increase of approximately $0.7 million was primarily due to a $0.2 million increase in payroll costs, a $0.2 million increase in legal fees, a $0.1 million increase in stock registration and transfer expenses, and a $0.1 million increase in investor relations fees.

Severance Expense:

For the three months ended March 31,

For the six months ended June 30,

Severance expense

Percent of total revenue

Severance expense for the three months ended March 31, 2025 of $0.4 million related to separation with certain non-executive employees.

There was no such expense for the three months ended March 31, 2026.

Severance expense was $0.1 million and $0.4 million for the six months ended June 30, 2026 and 2025, respectively, related to the separation of certain non-executive employees.

Expenses from Abandoned Financing Transaction:

For the three months ended March 31,

For the six months ended June 30,

Expenses from abandoned financing transaction

Percent of total revenue

Expenses from the abandoned financing transaction was $0.7 million for the three months ended March 31, 2025, primarily attributable to our decision not to pursue the convertible preferred equity offering under Regulation A.

Expenses from the abandoned financing transaction were $0.7 million for the six months ended June 30, 2025, primarily attributable to our decision not to pursue the convertible preferred equity offering under Regulation A.

This decision was made because we were able to secure less dilutive financing through our ATM Program at a lower cost of capital.

There was no such expense for the three months ended March 31, 2026.

Other Income, net:

For the three months ended March 31,

There was no such expense for the six months ended June 30, 2026.

Other Income (expense), net:

For the six months ended June 30,

Change in fair value of warrant liability

Interest income, net

Total other income, net

Other expense resulting from the change in fair value of the warrant liability was $0.3 million for the three months ended March 31, 2025.

Interest income (expense), net

Loss on retirement of property and equipment

Total other income (expense), net

Other expense resulting from the change in fair value of the warrant liability was $0.3 million for the six months ended June 30, 2025.

On September 10, 2025, the 2023 Warrants were fully exercised, eliminating the related warrant liability.

As of both December 31, 2025 and March 31, 2026, we no longer have warrants classified as a liability on our balance sheet.

Net interest income for the three months ended March 31, 2026 was $0.2 million from interest earned in our money market account.

Net interest expense for the three months ended March 31, 2025 was approximately $22,000 from short-term loan interest expense of $187,000, partially offset by interest income of $165,000 earned in our money market account.

As a result of the above, net loss for the three months ended March 31, 2026 was $1.7 million as compared to $3.4 million for the three months ended March 31, 2025.

As of both December 31, 2025 and June 30, 2026, we no longer have warrants classified as a liability on our balance sheet.

Net interest income for the six months ended June 30, 2026 was $0.5 million from interest earned in our money market account.

Net interest expense for the six months ended June 30, 2025 was approximately $29,000 from short-term loan interest expense of $284,000, partially offset by interest income of $255,000 earned in our money market account.

As a result of the above, net loss for the six months ended June 30, 2026 was $4.6 million as compared to $6.2 million for the six months ended June 30, 2025.

Critical Accounting Policies and Estimates

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

We anticipate cash flows generated from operations and our cash and cash equivalents will be sufficient to meet our liquidity needs for at least the next 12 months.

We anticipate that cash flows generated from operations and our cash and cash equivalents will be sufficient to meet our liquidity needs for at least the next 12 months.

Determining the extent to which conditions or events raise substantial doubt about our ability to continue as a going concern requires significant judgment and estimation by us.

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Recognize revenue when or as the performance obligations are satisfied.

Our 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.

Our revenue consists of revenue from our single segment of wireless charging system solutions.

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

We record a majority of our revenue based on the shipment of products that we sell.

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

During the three months ended March 31, 2026, management believes there have been no significant changes to the items that we disclosed within our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.

During the three months ended June 30, 2026, management believes there have been no significant changes to the items that we disclosed within our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Liquidity and Capital Resources

During the three months ended March 31, 2026 and 2025, we recorded revenue of $3.1 million and $0.3 million, respectively.

We incurred a net loss of $1.7 million and $3.4 million for the three months ended March 31, 2026 and 2025, 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, we had cash on hand of $36.6 million.

Based upon our cash on hand as of March 31, 2026 and anticipated collection of accounts receivable, we are currently meeting our liquidity requirements.

During the six months ended June 30, 2026 and 2025, we recorded revenue of $6.2 million and $1.3 million, respectively.

We incurred a net loss of $4.6 million and $6.2 million for the six months ended June 30, 2026 and 2025, 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, we had cash on hand of $31.2 million.

Based upon our cash on hand as of June 30, 2026 and anticipated collection of accounts receivable, we are currently meeting our liquidity requirements, and we anticipate that cash flows generated from operations and our cash and cash equivalents will be sufficient to meet our liquidity needs for at least the next 12 months.

In accordance with ASC 205-40, Presentation of Financial Statements—Going Concern , management has evaluated whether conditions or events, considered in the aggregate, raise questions about our 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 we have sufficient liquidity to fund operations for at least the next twelve months.

As we gain traction in the market with our 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 our available resources and revenue generated from our business operations will be sufficient to sustain our operations, as adoption of this emerging technology by enterprise customers may take longer than expected.

As we gain traction in the market with our new technology and continue 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 our available resources and revenue generated from our business operations will be sufficient to sustain our operations, as adoption of this emerging technology by enterprise customers may take longer than expected.

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

There is no assurance that such financing will be available on terms that we would find acceptable, or at all.

If we are unsuccessful in implementing this plan, we will be required to make further cost and expense reductions or modifications to its on-going operations and strategic plans.

The market for products using our technology is broad and evolving, so our success is dependent upon many factors, including customer acceptance of its existing products, technical feasibility of future products, regulatory approvals, the development of complementary technologies, competition and global market fluctuations.

Operating Activities - During the three months ended March 31, 2026, cash flows used in operating activities were $5.6 million, consisting of a net loss of $1.7 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $0.1 million (principally stock-based compensation of $50,000 and depreciation and amortization of $34,000), a $2.7 million increase in prepaid expenses and other current assets, a $1.3 million decrease in accrued expenses, a $0.2 million increase in accounts receivable, a $0.1 million decrease in operating lease liabilities, a $0.1 million increase in other assets and a $47,000 decrease in accounts payable, partially offset by a $0.3 million decrease in inventory, a $0.1 million decrease in right-of-use lease assets and a $0.1 million increase in deferred revenue.

During the three months ended March 31, 2025, cash flows used in operating activities were $4.7 million, consisting of a net loss of $3.4 million, plus adjustments to reconcile net loss to net cash used in operating activities aggregating $0.1 million (principally change in fair value of warrant liability of $0.3 million, partially offset by stock-based compensation of $0.1 million and depreciation and amortization and amortization of short-term loan fees totaling approximately $0.1 million), a $0.6 million decrease in accounts payable, a $0.5 million decrease in accrued expenses, a $0.2 million increase in accounts receivable, a $0.2 million decrease in operating lease liabilities and a $0.1 million increase in inventory, partially offset by a $0.3 million decrease in operating lease right-of-use assets, a $0.1 million decrease in prepaid expenses and other current assets and a $0.1 million increase in accrued severance.

Investing Activities - During the three months ended March 31, 2026 and 2025, cash flows used in investing activities were $38,000 and $21,000, respectively.

A small amount of hardware and equipment was purchased during each period.

Financing Activities - During the three months ended March 31, 2026, cash flows provided by financing activities were $31.8 million, which primarily consisted of $31.9 million in net proceeds from the sale of shares of our common stock under the ATM Program, partially offset by $0.1 million in repayments of financed insurance.

During the three months ended March 31, 2025, cash flows provided by financing activities were $13.4 million, which primarily consisted of $13.8 million in net proceeds from the sale of shares of our common stock under the ATM Program, partially offset by $0.3 million in repayments of a short-term loan and $0.1 million in repayments of financed insurance.

If we are unsuccessful in implementing this plan, we will be required to make further cost and expense reductions or modifications to our on-going operations and strategic plans.

The market for products using our technology is broad and evolving, so our success is dependent upon many factors, including customer acceptance of our existing products, technical feasibility of future products, regulatory approvals, the development of complementary technologies, competition and global market fluctuations.

Operating Activities - During the six months ended June 30, 2026, cash flows used in operating activities were $10.9 million, consisting of a net loss of $4.6 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $0.2 million (principally stock-based compensation of $112,000 and depreciation and amortization of $76,000), a $6.1 million increase in prepaid expenses and other current assets, a $1.0 million increase in inventory, a $0.3 million decrease in accrued expenses, a $0.3 million increase in accounts receivable, a $0.2 million decrease in operating lease liabilities and a $0.1 million increase in other assets, partially offset by a $1.3 million increase in accounts payable and a $0.2 million decrease in right-of-use lease assets.

During the six months ended June 30, 2025, cash flows used in operating activities were $7.5 million, consisting of a net loss of $6.2 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $0.1 million (principally stock-based compensation of $0.2 million and depreciation and amortization of short-term loan fees totaling approximately $0.1 million, partially offset by a change in fair value of warrant liability of $0.3 million), a $1.1 million decrease in accounts payable, a $0.6 million increase in accounts receivable, a $0.3 million decrease in operating lease liabilities and a $0.2 million increase in inventory, partially offset by a $0.4 million decrease in operating lease right-of-use assets and a $0.3 million decrease in prepaid expenses and other current assets.

Investing Activities - During the six months ended June 30, 2026 and 2025, cash flows used in investing activities were $0.3 million and $37,000, respectively.

Cash used in investing activities during both periods primarily related to purchases of hardware and equipment.

Financing Activities - During the six months ended June 30, 2026, cash flows provided by financing activities were $31.9 million, which primarily consisted of $31.8 million in net proceeds from the sale of shares of our common stock under the ATM Program and $0.2 million received from exercises of warrants, partially offset by $0.1 million in repayments of financed insurance.

During the six months ended June 30, 2025, cash flows provided by financing activities were $14.9 million, which primarily consisted of $15.8 million in net proceeds from the sale of shares of our common stock under the ATM Program, partially offset by $0.8 million in repayments of a short-term loan and $0.1 million in repayments of financed insurance.

Fundraising Activities

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On June 21, 2024, we entered into the At the Market Offering Agreement with H.C.

Wainwright & Co., LLC, as sales agent, pursuant to which we could issue and sell of up to $3.45 million in shares of our common stock (as amended to date, the “ATM Program”).

Wainwright & Co., LLC, as sales agent, pursuant to which we could issue and sell up to $3.45 million in shares of our common stock (as amended to date, the “ATM Program”).

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, which ATM capacity was subsequently reduced to up to $70.0 million in shares of common stock on September 10, 2025.

During the three months ended March 31, 2026, we sold 3,299,728 shares of our common stock under the ATM Program for net proceeds of approximately $31.9 million (net of commissions and other related offering expenses of approximately $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, we did not sell any shares of common stock under the ATM Program.

During the six months ended June 30, 2026, we sold 3,299,728 shares of our common stock under the ATM Program for net proceeds of approximately $31.8 million (net of commissions and other related offering expenses of approximately $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.

2025 Offering

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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.

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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, there were 18,848 of the Registered Direct Offering Placement Agent Warrants still outstanding.

Warrant Inducement Offering

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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 were still outstanding.

As of June 30, 2026, the New Warrant Shares were still outstanding.

Also pursuant to the Engagement Letter, Energous, 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.

Quantitative and Qualitative Disclosure About Market Risk

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

Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide this information.

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 2. Management’s Discussion and Analysis