What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-03-28 · 35 added, 56 removed, 82 unchanged (53% of the section changed)

18 unchanged sentences

Changes in Internal Control Over Financial Reporting

During the three months ended December 31, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

4 unchanged sentences

Other Information.

Our officers (as defined by Rule 16-1(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) ("Section 16 Officers") and directors from time to time enter into contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information.

We refer to these contracts, instructions and written plans as "Rule 10b5-1 trading plans" and each one as a "Rule 10b5-1 trading plan." During the fiscal quarter ended December 31, 2023, no Section 16 officer or director adopted , modified or terminated a Rule 10b5-1 trading plan.

Disclosures Regarding Foreign Juri sdictions That Prevent Inspections.

During the three months ended December 31, 2024, no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

Disclosures Regarding Foreign Jurisdictions That Prevent Inspections.

Not Applicable.

Directors, Executive Off icers and Corporate Governance.

Directors, Executive Officers and Corporate Governance.

The information required by Item 10 will be included in our definitive proxy statement relating to our 2025 Annual Meeting of Stockholders, to be filed no later than 120 days after December 31, 2024, and is incorporated herein by reference.

Executiv e Compensation

Executive Compensation

The information required by Item 11 will be included in our definitive proxy statement relating to our 2025 Annual Meeting of Stockholders, to be filed no later than 120 days after December 31, 2024, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Own ers and Management and Related Stockholders Matters.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.

The information required by Item 12 will be included in our definitive proxy statement relating to our 2025 Annual Meeting of Stockholders, to be filed no later than 120 days after December 31, 2024, and is incorporated herein by reference.

1 unchanged sentence

The information required by Item 13 will be included in our definitive proxy statement relating to our 2025 Annual Meeting of Stockholders, to be filed no later than 120 days after December 31, 2024, and is incorporated herein by reference.

Principal Accoun tant Fees and Services

Principal Accountant Fees and Services

The information required by Item 14 will be included in our definitive proxy statement relating to our 2025 Annual Meeting of Stockholders, to be filed no later than 120 days after December 31, 2024, and is incorporated herein by reference.

Exhibits, Financial Statements and Schedules

(a) List of documents filed as part of this report:

List of documents filed as part of this report:

Financial Statements (see “Financial Statements and Supplementary Data” at Part II, Item 8 and incorporated herein by reference).

11 unchanged sentences

333-193522) filed on March 21, 2014)

Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2019)

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934+

Description of the Registrant’s Securities+

Form of 2019 Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2019)

Form of 2023 Common Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on March 27, 2023)

Form of 2024 Common Warrant (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on February 20, 2024)

Form of 2024 Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on February 20, 2024)

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 10, 2021)*

Energous Corporation 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on Juned 14, 2024)*

Form of Restricted Stock Unit Award Grant Notice and Agreement under 2024 Equity Incentive Plan+*

Energous Corporation 2013 Equity Incentive Plan, as amended and restated June 16, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 10, 2021)*

Form of stock option award under 2013 Equity Incentive Plan, as amended and restated on June 16, 2021 (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (File No.

333-193522) filed on January 24, 2014)*

Form of Non-Statutory Option Award (incorporated by reference to Exhibit 10.19 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-193522) filed on March 13, 2014)*

Description of Document

2014 Non-Employee Equity Compensation Plan, as amended and restated May 26, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 28, 2020)*

Form of stock option award under 2014 Non-Employee Equity Compensation Plan (incorporated by reference to Exhibit 10.22 to Amendment No.

2 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-193522) filed on March 21, 2014)*

Offer Letter effective as of December 6, 2021 between Energous Corporation and Cesar Johnston (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 9, 2021)*

Form of Restricted Stock Unit Award Agreement effective as of August 14, 2014 between Energous Corporation and Cesar Johnston (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 10, 2014)*

Energous Corporation Form of Restricted Stock Unit Award Agreement under the 2013 Equity Incentive Plan, as amended and restated on June 16, 2021 (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K filed on March 30, 2015)*

Form of Inducement Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K filed on March 30, 2015)*

Energous Corporation Employee Stock Purchase Plan, as amended June 16, 2021 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on August 10, 2021)*

Energous Corporation Performance Share Unit Plan, as amended June 16, 2021 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on August 10, 2021)*

Energous Corporation Director Compensation Policy (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on August 13, 2015)

Securities Purchase Agreement between the Company and Dialog Semiconductor plc, dated November 6, 2016 (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2017)

Securities Purchase Agreement between the Company and Dialog Semiconductor plc, dated June 28, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 9, 2017)

Amended and Restated Warrant to Purchase Common Stock between the Company and Emily T Fairbairn Roth IRA, dated October 6, 2017 (incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2018)

Amended and Restated Warrant to Purchase Common Stock between the Company and Malcom P Fairbairn Roth IRA, dated October 6, 2017 (incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2018)

Energous Corporation 2017 Equity Inducement Plan (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2018)

Offer Letter effective as of October 9, 2014 between Energous Corporation and Neeraj Sahejpal (incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2018)*

Form of Severance and Change in Control Agreement (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2018)*

Energous Corporation MBO Bonus Plan (incorporated by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2018)*

Description of Document

Securities Purchase Agreement among Energous Corporation and certain purchaser identified on the signature pages thereto, dated as of February 27, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 27, 2019)

Second Amendment to lease dated September 22, 2021 by and between Energous Corporation and the Irvine Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 15, 2021)

2013 Equity Incentive Plan, as amended and restated on June 14, 2023 (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Form DEF 14A filed on May 1, 2023).*

Energous Corporation Employee Stock Purchase Plan, as amended on June 14, 2023 (incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Form DEF 14A filed on May 1, 2023).*

Letter Agreement by and between Energous Corporation and William Mannina dated July 28, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 1, 2023)*

Burak Offer Letter by and between Energous Corporation and Mallorie Burak, dated December 1, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 16, 2024)*

Severance and Change in Control Agreement, dated June 12, 2024, between Mallorie Burak and Energous Corporation (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on June 14, 2024)*

Description of Document

At The Market Offering Agreement, dated June 21, 2024, by and between Energous Corporation and H.C.

Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 21, 2024)#

Subordinated Business Loan Agreement, dated October 1, 2024, by and between Energous Corporation, Agile Capital Funding, LLC, and Agile Lending, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2024)#

Subordinated Business Loan Agreement, dated November 6, 2024, by and between Energous Corporation, Agile Capital Funding, LLC, and Agile Lending, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 8, 2024)#

Insider Trading Policy+

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2018)

Consent of BPM LLP *+

Consent of Marcum LLP+

2 unchanged sentences

Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ++

Clawback Policy+

Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed on March 28, 2024)*

Inline XBRL Instance Document +

8 unchanged sentences

Furnished herewith.

** Registrant has omitted portions of the referenced exhibit and submitted such exhibit separately with a request for confidential treatment under Rule 24b-2 promulgated under the Exchange Act.

Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Form 10-K Summary

1 unchanged sentence

ENERGOUS CORPORATION

March 28, 2024

February 27, 2025

/s/ Mallorie Burak

Mallorie Burak

Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

2 unchanged sentences

/s/ Mallorie Burak

Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

March 28, 2024

Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

February 27, 2025

Mallorie Burak

/s/ Reynette Au

/s/ David Roberson

Director and Board Chair

March 28, 2024

February 27, 2025

David Roberson

/s/ Rahul Patel

March 28, 2024

February 27, 2025

Michael Dodson

March 28, 2024

February 27, 2025

Michael Dodson

/s/ David Roberson

March 28, 2024

David Roberson

/s/ Cesar Johnston

March 28, 2024

Cesar Johnston

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

What changed 10-K

Item 9A. Controls and Procedures