What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-13 compared with 2024-11-13 · 271 added, 302 removed, 336 unchanged (63% of the section changed)

1 unchanged sentence

Energous Corporation

CONDENSED BALANCE SHEETS

BALANCE SHEETS

(in thousands, except share and per share amounts)

September 30, 2024

March 31, 2025

December 31, 2024

1 unchanged sentence

Cash and cash equivalents

Restricted cash

Accounts receivable, net

3 unchanged sentences

Operating lease right-of-use assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

4 unchanged sentences

Operating lease liabilities, current portion

Short-term loan payable, net

Deferred revenue

3 unchanged sentences

Commitments and contingencies (Note 8)

Stockholders’ equity:

Preferred Stock, $ 0.00001 par value, 10,000,000 shares authorized as of September 30, 2024 and December 31, 2023;

no shares issued or outstanding as of September 30, 2024 and December 31, 2023.

Common Stock, $ 0.00001 par value, 200,000,000 shares authorized as of September 30, 2024 and December 31, 2023;

7,774,275 and 5,471,121 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

Stockholders’ equity (deficit):

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

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

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

32,393,616 and 13,575,907 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

(1) The condensed balance sheet as of December 31, 2024 was derived from the audited balance sheet as of that date.

Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for- 20 reverse stock split effected in August 2023, as discussed in Note 1.

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

2 unchanged sentences

(in thousands, except share and per share amounts)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Costs and expenses:

For the Three Months Ended March 31,

Cost of revenue

Gross profit (loss)

Operating expenses:

Research and development

2 unchanged sentences

Severance expense

Total costs and expenses

Expenses from abandoned financing transaction

Total operating expenses

Loss from operations

Other income (expense), net:

Offering costs related to warrant liability

Change in fair value of warrant liability

Interest income

Interest income (expense), net

Total other income (expense), net

1 unchanged sentence

Weighted average shares outstanding, basic and diluted

Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for- 20 reverse stock split effected in August 2023, as dicussed in Note 1.

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

Energous Corporation

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except for share amounts)

Stockholders’

Equity (Deficit)

Balance as of January 1, 2025

Stock-based compensation - options

Stock-based compensation - restricted stock units (“RSUs”)

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

Issuance of shares for RSUs

Proceeds from contributions to the ESPP

Shares issued to vendor for services

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

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

Balance as of March 31, 2025

Stock-based compensation - RSUs

Stock-based compensation - ESPP

Issuance of shares for RSUs

Net refunds due to ESPP participants

Pre-funded warrants exercised

Balance as of June 30, 2024

Stock-based compensation - RSUs

Stock-based compensation - ESPP

Issuance of shares for RSUs

Proceeds from contributions to the ESPP

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

Balance as of September 30, 2024

Stockholders’

Equity (Deficit)

Balance as of January 1, 2024

1 unchanged sentence

Stock-based compensation - RSUs

Stock-based compensation - ESPP

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

Issuance of shares for RSUs

1 unchanged sentence

Issuance of shares in an ATM placement, net of $ 2 in issuance costs

Issuance of shares in a sale of common stock, net of $ 3,166 in issuance costs and fair value of liability warrant

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

Balance as of March 31, 2024

Stock-based compensation - options

Stock-based compensation - RSUs

Stock-based compensation - performance share units (“PSUs”)

Stock-based compensation - ESPP

Issuance of shares for RSUs

Proceeds from contributions to the ESPP

Balance as of June 30, 2023

Stock-based compensation - options

Stock-based compensation - RSUs

Stock-based compensation - PSUs

Stock-based compensation - ESPP

Issuance of shares for RSUs

Proceeds from contributions to the ESPP

Cash in lieu of fractional shares from reverse stock split

Issuance of shares in an ATM placement, net of $ 94 in issuance costs

Balance as of September 30, 2023

Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for- 20 reverse stock split effected in August 2023, as discussed in Note 1.

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

2 unchanged sentences

(in thousands)

For the Nine Months Ended

September 30,

For the three months ended March 31,

Cash flows from operating activities:

2 unchanged sentences

Stock-based compensation

Inventory net realizable value adjustment

Allowance for credit losses

Accrued interest

Amortization of short-term loan fees

Change in fair value of warrant liability

Offering costs allocated to warrants

Changes in operating assets and liabilities:

Accounts receivable, net

Accounts receivable

Prepaid expenses and other current assets

Operating lease right-of-use assets

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

Accounts payable

8 unchanged sentences

Cash flows from financing activities:

Repayments of short-term loan

Payments from financed insurance premiums

Net proceeds from an ATM offering

2 unchanged sentences

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

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

Cash, cash equivalents and restricted cash - beginning

Cash, cash equivalents and restricted cash - ending

Supplemental disclosure of cash flow information:

Interest paid

Supplemental disclosure of non-cash investing and financing activities:

Decrease in operating lease right-of-use assets and operating lease liabilities from incremental borrowing rate change

Increase in operating lease right-of-use assets and operating lease liabilities from lease modification

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

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

Increase in ROU assets from shares issued to landlord

Accrued interest included in short-term loan payable

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

ENERGOUS CORPORATION

Notes to the Financial Statements

Note 1 - Business Organization, Nature of Operations

Description of Business

Energous Corporation d/b/a Energous Wireless Power Solutions (the “Company”) has developed scalable, over-the-air wireless power networks (“WPN”) technology, consisting of semiconductor chipsets, software controls, hardware designs and antennas, that enable radio frequency (“RF”) based charging for Internet of Things (“IoT”) devices.

The WPN technology has a broad spectrum of capabilities to enable the next generation of wireless power networks, delivering power and data in a seamless device portfolio, enabling unprecedented levels of visibility, control, and intelligent business automation.

This includes near field and at-a-distance wireless charging with multiple power levels at various distances.

The Company’s wireless power transmitter and receiver technologies deliver continuous access to wireless power, helping drive a new generation of battery-free devices for asset and inventory tracking and management – from retail sensors, electronic shelf labels, and asset trackers, to air quality monitors, motion detectors, and more.

The Company believes its technology is innovative in its approach, in that the Company is developing solutions that charge IoT devices using RF technology.

To date, the Company has developed and released to production multiple transmitters and receivers, including prototypes and partner production designs.

The transmitters vary based on form, factor and power specifications and frequencies, while the receivers are designed to support a myriad of wireless charging applications including:

Energous Corporation d/b/a Energous Wireless Power Solutions (the “Company”) has developed a 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 Internet of Things (“IoT”) devices.

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

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

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

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

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

The Company believes its technology represents a breakthrough in wireless power delivery, offering a differentiated approach to charging IoT devices via RF technology.

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

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

Cold Chain, Asset Tracking, Medical IoT

2 unchanged sentences

Retail and Industrial IoT

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

The Company started shipping its first at-a-distance wireless PowerBridges for commercial IoT applications and proofs of concept in the fourth quarter of 2021 and expects additional wireless power enabled products to be released as the Company’s business moves forward.

Reverse Stock Split

On June 14, 2023, at the Company’s 2023 annual meeting of stockholders, the Company’s stockholders approved a proposal to effect a reverse stock split of the Company’s common stock by a ratio not to exceed 1-for- 20 .

On August 15, 2023, the Company announced that its Board of Directors had determined to set the reverse stock split ratio at 1-for- 20 and that the Company’s common stock would begin trading at the split-adjusted price beginning August 16, 2023.

Upon effectiveness of the reverse stock split, every twenty shares of issued and outstanding common stock held were converted into one share of common stock.

No fractional shares were distributed as a result of the reverse stock split and stockholders were entitled to a cash payment in lieu of fractional shares.

Additionally, the par value of the Company’s common stock did not change.

All information presented herein, unless otherwise indicated herein, reflects the 1-for- 20 reverse stock split of the Company’s outstanding shares of common stock, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth herein have been adjusted to give effect to such reverse stock split.

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

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

As the Company continues to innovate its technology applications, the Company anticipates the release of additional wireless power-enabled products.

Note 2 – Liquidity and Management Plans

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

During the three and nine months ended September 30, 2023, the Company recorded revenue of $ 0.2 million and $ 0.4 million, respectively.

During the three and nine months ended September 30, 2024, the Company recorded net losses of $ 3.4 million and $ 14.3 million, respectively.

During the three and nine months ended September 30, 2023, the Company recorded net losses of $ 4.1 million and $ 14.8 million, respectively.

Net cash used in operating activities was $ 14.9 million and $ 15.9 million for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, the Company had cash and cash equivalents of $ 1.5 million.

The Company is currently meeting its liquidity requirements through the proceeds of securities offerings, including the ATM Program (as defined in Note 7 below), which securities offerings generated aggregate net proceeds of $ 6.9 million during 2023 and $ 2.5 million during the nine months ended September 30, 2024.

Based on current operating levels, the Company will need to raise additional funds in the next 12 months by selling additional equity or incurring debt.

During the three months ended March 31, 2025 and 2024, the Company recorded revenue of $ 0.3 million and $ 0.1 million, respectively.

During the three months ended March 31, 2025 and 2024, the Company recorded net losses of $ 3.4 million and $ 6.6 million, respectively.

Net cash used in operating activities was $ 4.7 million and $ 5.1 million for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the Company had cash and cash equivalents of $ 10.1 million.

The Company is currently meeting its liquidity requirements through the proceeds of securities offerings, including the ATM Program (as defined in Note 10 – Capital Stock and Warrants below), which securities offerings generated aggregate net proceeds of $ 13.8 million during the three months ended March 31, 2025.

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

As the Company gains traction in the market with its new technology and continues to invest capital in transitioning and scaling the business from research and development of new technologies to commercial production, there can be no assurance that its available resources and revenue generated from its business operations will be sufficient to sustain its operations.

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

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

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

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

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

Note 2 – Liquidity and Management Plans, continued

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

Note 3 – Summary of Significant Accounting Policies

4 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 period presented.

The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, 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, 2023 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 28, 2024.

The accounting policies used in preparing these interim unaudited condensed financial statements are consistent with those described in the Company’s December 31, 2023 audited financial statements .

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for other future periods.

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

The accounting policies used in preparing these interim unaudited condensed financial statements are consistent with those described in the 2024 Annual Report .

Reclassifications

Certain reclassifications have been made to the fiscal year 2023 condensed balance sheet to conform to the fiscal year 2024 presentation.

The reclassifications had no impact on total assets, total liabilities, or stockholders’ equity.

Note 3 – Summary of Significant Accounting Policies, continued

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

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

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

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

Use of Estimates

8 unchanged sentences

The Company maintains its cash deposits with major financial institutions.

The Company reports restricted cash on its balance sheet to disclose the amount reserved for a specific purpose aside from ordinary business operations.

The Company had restricted cash as collateral for the Company’s corporate credit card program which was discontinued during the second quarter of 2024.

As of September 30, 2024 and December 31, 2023, the carrying value of restricted cash was $ 0 and $ 0.1 million, respectively.

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

1 unchanged sentence

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Note 3 – Summary of Significant Accounting Policies, continued

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

5 unchanged sentences

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

Note 3 – Summary of Significant Accounting Policies, continued

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

9 unchanged sentences

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

The carrying amounts of the Company’s short-term debt and lease liabilities approximate fair value due to the market interest rates that these obligations bear and interest rates currently available to the Company.

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

4 unchanged sentences

Identify the performance obligations in the contract.

Note 3 – Summary of Significant Accounting Policies, continued

Determine the transaction price of the contract.

1 unchanged sentence

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

During the three and nine months ended September 30, 2023, the Company recognized $ 0.2 million and $ 0.4 million, respectively, in revenue.

During the three months ended March 31, 2025 and 2024, the Company recognized $ 0.3 million and $ 0.1 million in revenue, respectively.

The Company records revenue associated with product development projects that it enters into with certain customers.

4 unchanged sentences

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

The Company follows ASC 330, “Inventory” (“Topic 330”) to account for its inventory, which includes finished goods ready for sale, work in process and raw materials, at the lower of cost or net realizable value.

Accounts Receivable

The Company reviews its receivables for collectibility based on historical loss patterns, aging of the receivables, and assessments of specific identifiable client accounts considered at risk or uncollectible and provides allowances for potential credit losses, as needed.

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

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

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

The Company did not have a factoring agreement during the three months ended March 31, 2025 and 2024.

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

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

2 unchanged sentences

Research and development expenses are charged to operations as incurred.

For internally developed patents, all patent costs are expensed as incurred as research and development expense.

Patent application costs, which are generally legal costs, are expensed as research and development costs until such time as the future economic benefits of such patents become more certain.

The Company incurred research and development costs of $ 1.7 million and $ 6.5 million for the three and nine months ended September 30, 2024, respectively.

The Company incurred research and development costs of $ 2.5 million and $ 8.4 million for the three and nine months ended September 30, 2023, respectively.

The Company incurred research and development costs of $ 1.2 million and $ 2.2 million during the three months ended March 31, 2025 and 2024, respectively.

Stock-Based Compensation

1 unchanged sentence

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

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

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

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

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

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

Note 3 – Summary of Significant Accounting Policies, continued

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

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

Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply in the years in which those tax assets and liabilities are expected to be realized.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.

A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

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

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

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

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities.

1 unchanged sentence

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

As of September 30, 2024, no liability for unrecognized tax benefits was required to be reported.

The guidance from ASC 740, “Income Taxes” also discusses the classification of related interest and penalties on income taxes.

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

No interest or penalties were recorded during the three or nine months ended September 30, 2024 and 2023.

The Company files income tax returns with the United States, California, Texas and Arizona governments.

Note 3 – Summary of Significant Accounting Policies, continued

Net Loss Per Common Share

1 unchanged sentence

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

Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method), the vesting of RSUs and PSUs and the enrollment of employees in the ESPP.

The computation of diluted loss per share excludes potentially dilutive securities of 1,950,212 and 597,020 , as outlined in the table below, for the three and nine months ended September 30, 2024 and 2023, respectively, because their inclusion would be anti-dilutive.

For the three and

nine months ended

September 30,

Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method) and the vesting of RSUs and PSUs.

The computation of diluted loss per share excludes potentially dilutive securities of 1,872,325 and 1,546,213 , as outlined in the table below, for the three months ended March 31, 2025 and 2024, respectively, because their inclusion would be anti-dilutive.

For the three months ended March 31,

Warrants issued to investors 1

1 unchanged sentence

Total potentially dilutive securities

For the three and nine months ended September 30, 2024, the table above includes 1,020,409 warrants expiring on February 20, 2029, which have an exercise price of $ 1.84 per share and 412,500 warrants expiring on March 28, 2029, which, as of September 30, 2024, have an exercise price of $ 0.56 per share.

For the three and nine months ended September 30, 2023, the table above includes 83,333 warrants that expired on March 1, 2024, which had an exercise price of $ 200 per share, and 412,500 warrants expiring on March 28, 2029, which, as of September 30, 2024, have an exercise price of $ 0.56 per share.

For the three months ended March 31, 2025, the table above includes 1,020,409 warrants expiring on February 20, 2029, which have an exercise price of $ 1.84 per share and 412,500 warrants expiring on March 28, 2029, which, as of March 31, 2025, have an exercise price of $ 0.29 per share.

For the three months ended March 31, 2024, the table above includes 1,029,409 warrants expiring on February 20, 2029, which have an exercise price of $ 1.84 per share and 412,500 warrants expiring on March 28, 2029, which, as of March 31, 2024, had an exercise price of $ 1.66 per share.

1 The weighted average number of common shares outstanding as of March 31, 2024 included the weighted average effect of the 450,409 pre-funded warrants issued in connection with a registered direct offering the Company entered into on February 15, 2024 (see Note 10 – Capital Stock and Warrants) because the exercise of such warrants required nominal consideration ($ 0.001 per share exercise price for each pre-funded warrant).

As of March 31, 2024, none of the pre-funded warrants had been exercised;

therefore, all 450,409 outstanding pre-funded warrants as of that date are not included in the table above.

As of March 31, 2025, these pre-funded warrants have been exercised.

Note 3 – Summary of Significant Accounting Policies, continued

Property and Equipment

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 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, who is its Chief Executive Officer and Chief Financial Officer, reviews financial information on a regular basis for purposes of allocating resources and evaluating financial performance.

The Company has one operating segment and one reportable segment as its chief operating decision maker (“CODM”), who is its Chief Executive Officer and Chief Financial Officer, 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.

Note 3 – Summary of Significant Accounting Policies, continued

Recently Issued Pronouncements

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

2023-07, “Segment Reporting” (“Topic 280”), Improvements to Reportable Segment Reporting.

This standard is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses This standard is effective for the Company’s annual fiscal period beginning January 1, 2024 and for the Company’s interim periods beginning January 1, 2025.

Adoption of this standard will not likely have a material impact on the Company’s financial statements.

In December 2023, the FASB issued ASU No.

Recent Accounting Pronouncements, Not Yet Adopted

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

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

1 unchanged sentence

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

Adoption of this standard will not likely have a material impact on the Company’s 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.

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

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.” This ASU requires the disaggregation of certain expenses in the notes to the financial statements, to provide enhanced transparency into the expense captions presented on the face of the income statement.

This ASU is effective on a prospective basis for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted.

This ASU may be applied either prospectively or retrospectively.

The Company is currently evaluating the impact of the new standard on the 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 has or will have a material impact on the condensed financial statements.

Note 4 – Prepaid Expenses and Other Current Assets

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

Balance as of

March 31, 2025

December 31, 2024

Deposit with contract manufacturer

Prepaid and deferred financing costs

Interest receivable

Prepaid subscriptions

Prepaid insurance

Prepaid software and support

Tradeshow deposits

Other deposits

Note 5 – Inventory

Below is a summary of the Company’s inventory as of September 30, 2024 and December 31, 2023 (in thousands):

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

Balance as of

September 30, 2024

March 31, 2025

December 31, 2024

2 unchanged sentences

Finished goods

Note 6 – Property and Equipment

Property and equipment are as follows (in thousands):

Balance as of

March 31, 2025

December 31, 2024

Computer software

Computer hardware

Furniture and fixtures

Leasehold improvements

Less – accumulated depreciation

Total property and equipment, net

The Company did no t dispose of any assets during the three months ended March 31, 2025 or 2024.

Total depreciation and amortization expense of the Company’s property and equipment was $ 45,000 and $ 48,000 for the three months ended March 31, 2025 and 2024, respectively, of which, $ 400 and $ 0 were included in cost of revenue for the three months ended March 31, 2025 and 2024, respectively.

Note 7 – Accrued Expenses

1 unchanged sentence

Balance as of

September 30, 2024

March 31, 2025

December 31, 2024

1 unchanged sentence

Accrued legal expenses

Accrued interest

Other accrued expenses

6 unchanged sentences

The adjustment created a one -time reduction to the ROU lease asset and operating lease liability of approximately $ 51,000 .

Upon expiration of the original lease on September 30, 2022, the new monthly lease payment starting October 1, 2022 is approximately $ 59,000 , subject to annual escalations up to a maximum monthly lease payment of approximately $ 62,000 .

Upon expiration of the original lease on September 30, 2022, the new monthly lease payment starting October 1, 2022 was approximately $ 59,000 , subject to annual escalations up to a maximum monthly lease payment of approximately $ 62,000 .

On July 31, 2024, the Company signed an additional lease amendment where the monthly payments through the remainder of 2024 were reduced to approximately $ 37,000 and the monthly payments from January 2025 through September 2025 were increased to approximately $ 76,000 .

1 unchanged sentence

As a result of this amendment, the Company revalued its ROU lease asset to $ 0.8 million and its operating lease liability to $ 0.8 million on July 31, 2024.

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

The Company recorded lease expense of $ 0.2 million and $ 0.6 million for the three and nine months ended September 30, 2023, respectively.

On March 19, 2025, the Company signed an amendment to the existing lease for its office space at its corporate headquarters in San Jose, California, relocating to a smaller suite within the same building and extending the lease through December 31, 2027.

The Company agreed to issue 75,000 shares of its common stock to the landlord upon signing the amendment as partial consideration for the amended lease, and agreed to new monthly payments beginning October 2025 of approximately $ 37,000 , escalating to approximately $ 46,000 during 2026 and $ 51,000 during 2027.

As a result of the new lease amendment signed on March 19, 2025, the ROU asset and operating lease liability were both increased by approximately $ 0.9 million.

The Company recorded lease expense of $ 0.2 million for both the three months ended March 31, 2025 and 2024.

Operating Lease Commitments

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

The Company anticipates having future total lease payments of $ 0.8 million during the period from the fourth quarter of 2024 to the third quarter of 2025.

As of September 30, 2024, the Company has total operating lease ROU assets of $ 0.7 million and current portion of operating lease liabilities of $ 0.8 million.

The weighted average remaining lease term is 1.0 years as of September 30, 2024.

A reconciliation of undiscounted cash flows to lease liabilities recognized as of September 30, 2024 is as follows (in thousands):

The Company anticipates having future total lease payments of $ 1.5 million during the period from the second quarter of 2025 to the fourth quarter of 2027.

As of March 31, 2025, the Company has total operating lease ROU assets of $ 1.2 million and operating lease liabilities of $ 1.3 million.

The weighted average remaining lease term is 2.8 years as of March 31, 2025.

A reconciliation of undiscounted cash flows to lease liabilities recognized as of March 31, 2025 is as follows (in thousands):

For the year ending December 31,

2024 (Remaining)

2025 (Remaining nine months)

Total future lease payments

1 unchanged sentence

Total operating lease liabilities

Note 8 – Commitments and Contingencies, continued

Hosted Design Software Agreement

In June 2024, the Company renewed an electronic design automation software in a hosted environment license agreement through the end of 2025 under which the Company is required to remit quarterly payments of approximately $ 52,000 through the fourth quarter of 2025.

During the three and nine months ended September 30, 2024, the Company recorded expense of approximately $ 52,000 and $ 500,000 , respectively, under this agreement.

In June 2021, the Company entered into an electronic design automation software in a hosted environment license agreement with a term of three years under which the Company was required to remit quarterly payments of approximately $ 233,000 through the second quarter of 2024.

In June 2024, the Company renewed this agreement through the end of 2025 under which the Company is required to remit quarterly payments of approximately $ 52,000 through the fourth quarter of 2025.

The Company recorded $ 0.1 million and $ 0.2 million during the three months ended March 31, 2025 and 2024, respectively, under this agreement.

Litigations, Claims, and Assessments

1 unchanged sentence

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.

Note 6 – Commitments and Contingencies, continued

MBO Bonus Plan

On March 15, 2018, the Company’s Board of Directors (the “Board”), on the recommendation of the Board’s Compensation Committee (the “Compensation Committee”), approved the Energous Corporation MBO Bonus Plan (“Bonus Plan”) for executive officers of the Company.

To be eligible to receive a bonus under the Bonus Plan, an executive officer must be continuously employed throughout the applicable performance period, in good standing, and achieve the performance objectives selected by the Compensation Committee.

Under the Bonus Plan, the Compensation Committee was responsible for selecting the amounts of potential bonuses for executive officers, the performance metrics used to determine whether any such bonuses would be paid and determining whether those performance metrics had been achieved.

The Company did not record any expense under the Bonus Plan during the three or nine months ended September 30, 2024.

During the three and nine months ended September 30, 2023, the Company recorded $ 0.1 million and $ 0.4 million, respectively, in expense under the Bonus Plan.

As of December 31, 2023, the Company had $ 0.5 million in bonuses earned during 2023 that had not yet been paid and was included in accrued expenses.

As of September 30, 2024, the Company had paid all amounts accrued under the Bonus Plan.

On May 30, 2024, the Board, on the recommendation of the Compensation Committee, approved the 2024 Corporate Bonus Plan (the “2024 Bonus Plan”), whereby employees’ bonuses will be based upon achievement of performance objectives set by the Compensation Committee and paid annually.

MBO Bonus Plan and 2024 Bonus Plan

On May 30, 2024, the Board of Directors (“Board”), on the recommendation of the Compensation Committee, approved the 2024 Corporate Bonus Plan (the “2024 Bonus Plan”), whereby employees’ bonuses will be based upon achievement of performance objectives set by the Compensation Committee and paid annually.

Employees must be continuously employed throughout the applicable performance period and payment date and achieve the performance objectives.

Under the 2024 Bonus Plan, the Compensation Committee is responsible for selecting the amounts of potential bonuses for executive officers and vice presidents, the performance metrics used to determine whether any such bonuses will be paid and determining whether those performance metrics have been achieved.

As of September 30, 2024, the Company recorded approximately $ 0.1 million under the 2024 Bonus Plan.

The Company did no t record any expense under the Bonus Plan for the three months ended March 31, 2025 and 2024, respectively.

The Company does not have any outstanding amounts under the 2024 Bonus Plan as of March 31, 2025, as all applicable amounts accrued under the 2024 Bonus Plan were paid during the first quarter of 2025.

On February 21, 2025, the Board, on the recommendation of the Compensation Committee, approved the 2025 Corporate Bonus Plan (the “2025 Bonus Plan”), whereby employees’ bonuses will be based upon achievement of performance objectives set by the Compensation Committee and paid annually.

Employees must be continuously employed throughout the applicable performance period and payment date and achieve the performance objectives.

Under the 2025 Bonus Plan, the Compensation Committee is responsible for selecting the amounts of potential bonuses for executive officers and vice presidents and defining the annual performance metrics against which the bonus compensation will be measured.

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

The Company did no t accrue any bonus expense under the 2025 Bonus Plan as of March 31, 2025.

Severance and Change in Control Agreement

On March 15, 2018, the Compensation Committee approved a form of Severance and Change in Control Agreement that the Company may enter into with executive officers.

On May 30, 2024, the Compensation Committee approved a new form of Severance Agreement and Change in Control Agreement (“Severance Agreement”) that the Company may enter into with executive officers and vice presidents (each, an “Executive”).

11 unchanged sentences

The Company recorded $ 1.5 million in total severance expense pertaining to Mr.

Johnston’s departure during the nine months ended September 30, 2024, including $ 0.1 million in stock-based compensation as a result of accelerated vesting of RSUs and options (see Note 8 – Stock-Based Compensation for additional details).

As of September 30, 2024, the Company had accrued unpaid severance expense related to COBRA reimbursements of approximately $ 37,000 pertaining to the Johnston Severance Agreement, which is due to be paid through September 2025.

Johnston received approximately $ 8,000 in Director's fees for the period of March 28, 2024 through June 12, 2024, during which he did not serve as President and Chief Executive Officer but continued to serve as a member of the Board.

Executive Transition – William Mannina

On July 20, 2023, the Company announced the departure of William Mannina, former Acting Chief Financial Officer, effective August 16, 2023.

Pursuant to the terms of a letter agreement between Mr.

Mannina and the Company, Mr.

Mannina received payments and benefits including cash severance payments equivalent to nine months of his then-current salary of approximately $ 266,000 and premium payments for continued healthcare coverage for nine months following his resignation effective date.

Mannina’s restricted stock units continued to vest through August 16, 2023.

As of September 30, 2024, the Company had no accrued unpaid severance expense pertaining to Mr.

Mannina’s agreement.

Strategic Alliance Agreement

In November 2016, the Company and Dialog Semiconductor plc (“Dialog”), a related party, entered into a Strategic Alliance Agreement (“Alliance Agreement”) for the manufacture, distribution and commercialization of products incorporating the Company’s wire-free charging technology (“Licensed Products”).

Pursuant to the terms of the Alliance Agreement, the Company agreed to engage Dialog as the exclusive supplier of the Licensed Products for specified fields of use, subject to certain exceptions (the “Company Exclusivity Requirement”).

Dialog agreed to not distribute, sell or work with any third party to develop any competing products without the Company’s approval.

In addition, both parties agreed on a revenue sharing arrangement and to collaborate on the commercialization of Licensed Products based on a mutually-agreed upon plan.

Each party will retain all of its intellectual property rights.

The Alliance Agreement had an initial term of seven years , with automatic renewal annually thereafter unless terminated by either party upon 180 days’ prior written notice.

The Company could terminate the Alliance Agreement at any time after the third anniversary of the Alliance Agreement upon 180 days’ prior written notice to Dialog, or if Dialog breached certain exclusivity obligations.

Dialog could terminate the Alliance Agreement if sales of Licensed Products did not meet specified targets.

The Company Exclusivity Requirement had a termination date of the earlier of January 1, 2021 or the occurrence of certain events relating to the Company’s pre-existing exclusivity obligations.

The Company Exclusivity Requirement renewed automatically on an annual basis unless the Company and Dialog agreed to terminate the requirement.

On September 20, 2021, the Company was notified by Dialog, which had been recently acquired by Renesas Electronics Corporation (“Renesas”), that it was terminating the Alliance Agreement between the Company and Dialog.

There is a wind down period included in the Alliance Agreement which concluded in September 2024.

During the wind down period, the Alliance Agreement’s terms applied to the Company’s products that are covered by certain existing customer relationships, except that the parties’ respective exclusivity rights have terminated.

Johnston’s departure during the three months ended March 31, 2024, including $ 0.1 million in stock-based compensation as a result of accelerated vesting of RSUs and options (see Note 11 – Stock-Based Compensation for additional details).

As of March 31, 2025, the Company had accrued unpaid severance expense related to COBRA reimbursements of approximately $ 20,000 pertaining to the Johnston Severance Agreement, which is due to be paid through September 2025.

Note 9 – Short-term Debt

Financing for Insurance Premiums

On April 5, 2024, the Company financed $ 365,000 in business insurance premiums to be repaid in nine installments of $ 42,000 with a borrowing rate of 8.3 %.

On October 31, 2024, the Company financed $ 37,000 in additional business insurance premiums to be repaid in three installments of $ 12,000 with a borrowing rate of 8.3 %.

No balance is outstanding on the financed business insurance premiums as of March 31, 2025.

Agile Subordinated Loan Agreement

Effective October 1, 2024, the Company entered into a subordinated business loan agreement (the “Original Loan Agreement”) with Agile Capital Funding, LLC and Agile Lending, LLC (collectively, the “Lender”), which provided for an initial term loan of $ 525,000 , with the ability to receive additional term loans of up to $ 1.6 million, subject to certain conditions (such loans, the “Original Term Loan”).

Principal and interest on the Original Term Loan in the aggregate amount of $ 756,000 was to be repaid in weekly payments of $ 27,000 commencing on October 14, 2024 and fully repaid on or before the maturity date of April 21, 2025 .

Effective November 5, 2024, the Company entered into an amended subordinated business loan agreement with the Lender (the “Amended Loan Agreement”) to refinance the Original Term Loan.

The Amended Loan Agreement provides for a new term loan of $ 997,000 , with the ability to receive additional term loans of up to $ 1.6 million, subject to certain conditions (such new loans, the “New Term Loan”).

Principal and interest on the New Term Loan in the aggregate amount of $ 1,415,740 will be repaid in weekly payments of approximately $ 39,000 and fully repaid on or before the maturity date of July 17, 2025 .

The proceeds of the New Term Loan were allocated to cover the administrative fee of $ 48,000 and to repay in full the Original Term Loan as described above, which had a carrying amount of $ 429,000 and settlement value of $ 648,000 on November 5, 2024.

The New Term Loan is expressly subordinated to the Company’s obligations on certain senior indebtedness of the Company as provided in the Amended Loan Agreement.

As of March 31, 2025, the Company had a short-term loan payable balance of approximately $ 0.5 million.

The Company recorded interest expense of approximately $ 0.2 million related to the Amended Loan Agreement during the three months ended March 31, 2025.

The payment multiplier on the current loan is 1.42 .

An administrative fee of $ 25,000 was paid on the Original Loan agreement, and an administrative fee of $ 48,000 was paid on the Amended Loan Agreement.

These fees are recorded as a debt discount against the proceeds received.

As of March 31, 2025, the unamortized debt discount was $ 22,000 .

Note 10 – Capital Stock and Warrants

3 unchanged sentences

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

On September 15, 2020, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective on September 24, 2020 (“Prior Shelf”), and contained two prospectuses:

a base prospectus, which covered the offering, issuance and sale by the Company of up to $ 75 million of its common stock, preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase its common stock, preferred stock or debt securities and/or units consisting of some or all of these securities;

and an at-the-market sales agreement prospectus supplement covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $ 40 million of its common stock that may be issued and sold under the At Market Issuance Sales Agreement, as amended, between the Company and B.

Riley Securities, Inc.

(the “Prior ATM Program”).

The $ 40 million of common stock to be offered, issued and sold under the Prior ATM Program was included in the $ 75 million of securities that may be offered, issued and sold by the Company under the base prospectus.

The Company sold shares which raised net proceeds of $ 38.8 million (net of $ 1.2 million in issuance costs) during the third and fourth quarters of 2020 under the Prior ATM Program.

On October 4, 2021, the Company filed a prospectus supplement covering the offering, issuance and sale of up to an additional $ 35 million of shares of the Company’s common stock pursuant to the Prior ATM Program.

The Company raised net proceeds of $ 27.0 million (net of $ 0.9 million in issuance costs), during 2021 under the Prior ATM Program.

During 2022, the Company raised an additional $ 0.7 million (net of $ 0.1 million in issuance costs) under the Prior ATM Program.

During the first quarter of 2023, the Company raised $ 3.6 million (net of $ 0.2 million in issuance costs) under the Prior ATM Program.

As of September 30, 2024, there is no amount remaining in the Prior Shelf due to its expiration on September 24, 2023.

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

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

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

Pursuant to this registration statement, on March 28, 2023, the Company completed an underwritten offering pursuant to which it issued and sold an aggregate of (i) 412,500 shares of its common stock and (ii) warrants to purchase up to 412,500 shares of its common stock (the “2023 Warrants”), for net proceeds of $ 2.7 million, after deducting underwriting discounts, commission and expenses payable by the Company.

The 2023 Warrants were immediately exercisable upon issuance and have a term of six years and an exercise price of $ 8.00 .

The Company allocated the proceeds received first to the 2023 Warrants based on the fair value of the 2023 Warrants as determined at initial measurement, with the remaining proceeds allocated to the Shares (see Note 9 – Warrant Liability and Note 10 – Fair Value Measurements).

Pursuant to the terms of the 2023 Warrants, the exercise price was adjusted to $ 1.66 during 2023 and was further adjusted to $ 0.56 as of September 30, 2024.

On February 15, 2024, the Company entered into a securities purchase agreement with an institutional investor, providing for the issuance and sale by the Company in a registered direct offering (the “Offering”), of (i) 570,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to 450,409 shares of common stock (referred to individually as a “Pre-Funded Warrant” and collectively as the “Pre-Funded Warrants”), and (iii) warrants to purchase an aggregate of 1,020,409 shares of common stock (referred to individually as a “Warrant” and collectively as the “2024 Warrants”).

Each share of common stock and Pre-Funded Warrant was offered and sold together with an accompanying 2024 Warrant at a combined price of $ 1.96 per share of common stock or Pre-Funded Warrant, as applicable.

The 2023 Warrants were immediately exercisable upon issuance and have a term of six years and had an initial exercise price of $ 8.00 .

The Company allocated the proceeds received first to the 2023 Warrants based on the fair value of the 2023 Warrants as determined at initial measurement, with the remaining proceeds allocated to the shares of common stock (see Note 12 – Warrant Liability and Note 13 – Fair Value Measurements).

Pursuant to the terms of the 2023 Warrants, the exercise price was adjusted to $ 1.66 and $ 0.30 during 2023 and 2024, respectively, and was further adjusted to $ 0.29 as of March 31, 2025.

On February 15, 2024, the Company entered into a securities purchase agreement with an institutional investor, providing for the issuance and sale by the Company in a registered direct offering (the “2024 Offering ”) pursuant to a prospectus supplement dated February 15, 2024, of (i) 570,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to 450,409 shares of common stock (referred to individually as a “Pre-Funded Warrant” and collectively as the “Pre-Funded Warrants”), and (iii) warrants to purchase an aggregate of 1,020,409 shares of common stock (referred to individually as a “Warrant” and collectively as the “2024 Warrants”).

Each share of common stock and Pre-Funded Warrant was offered and sold, together with an accompanying 2024 Warrant at a combined price of $ 1.96 per share of common stock or Pre-Funded Warrant, as applicable, and the accompanying 2024 Warrant.

Each Pre-Funded Warrant and 2024 Warrant is exercisable at any time on or after the date of issuance to purchase one share of common stock at a price of either $ 0.001 per share, in the case of Pre-Funded Warrants, or $ 1.84 per share, in the case of 2024 Warrants.

1 unchanged sentence

The 2024 Offering closed on February 20, 2024.

The Company received net proceeds of approximately $ 1.8 million (net of $ 0.2 million in issuance costs).

The Company received net proceeds of approximately $ 1.8 million (net of $ 0.2 million in issuance costs) in the 2024 Offering.

On June 21, 2024, the Company filed a prospectus supplement covering the offering, issuance and sale of up to $ 3.4 million in shares of the Company’s common stock pursuant to an At the Market Offering Agreement, dated June 21, 2024, between the Company and H.C.

Wainwright & Co., LLC (the “ATM Program”).

Prior to the commencement of the ATM program, the Company sold 27,870 shares of its common stock under for proceeds of $ 47,000 (net of commissions and fees of $ 2,000 ) during the year ended December 31, 2024 under the preceding ATM program.

During the year ended December 31, 2024, the Company sold 6,851,753 shares of its common stock under the ATM Program for net proceeds of approximately $ 3.1 million (net of commissions and other related offering expenses of approximately $ 0.3 million).

On December 30, 2024, the Company filed a prospectus supplement (“December 2024 Prospectus Supplement”) to cover the issuance and sale of an additional $ 7.46 million in shares of common stock subject to, and in accordance with, the ATM Program.

During January 2025, the Company sold 6,280,436 shares of its common stock under the ATM Program for net proceeds of approximately $ 7.0 million (net of commissions and other related offering expenses of approximately $ 0.4 million).

As of March 31, 2025, there is no amount remaining under the December 2024 Prospectus Supplement.

On January 6, 2025, the Company filed a prospectus supplement (“January 2025 Prospectus Supplement”) to cover the issuance and sale of an additional $ 6.6 million in shares of common stock subject to, and in accordance with, the ATM Program.

During January and February 2025, the Company sold 10,303,969 shares of its common stock under the ATM Program for net proceeds of approximately $ 6.3 million (net of commissions and other related offering expenses of approximately $ 0.3 million) under the January 2025 Prospectus Supplement.

As of March 31, 2025, there is no amount remaining under the January 2025 Prospectus Supplement.

Note 10 – Capital Stock and Warrants, continued

On June 21, 2024, the Company filed a prospectus supplement covering the offering, issuance and sale of up to $ 3.4 million in shares of the Company’s common stock pursuant to the At the Market Offering Agreement, dated June 21, 2024, between the Company and H.C.

Wainwright & Co., LLC (the “Current ATM Program”, and together with the Prior ATM program, the “ATM Program”).

In addition, on June 20, 2024, the Company provided notice of termination of the Prior ATM Program that the Company had entered into with Roth Capital Partners, LLC, as sales agent.

The Company entered into the Current ATM Program discussed above to replace the Prior ATM Program.

During both the three and nine months ended September 30, 2024, the Company sold 1,217,168 shares of its common stock under the Current ATM Program for proceeds of approximately $ 0.7 million (net of commissions and other related offering expenses of approximately $ 0.2 million).

As of September 30, 2024, the Company has approximately $ 2.5 million remaining on the Current ATM Program for potential future sales.

On February 13, 2025, the Company filed a prospectus supplement (“February 2025 Prospectus Supplement”) to cover the issuance and sale of an additional $ 80.0 million in shares of common stock subject to, and in accordance with, the ATM Program.

During February and March 2025, the Company sold 2,118,900 shares of its common stock under the ATM Program for net proceeds of approximately $ 0.5 million (net of commissions and other related offering expenses of approximately $ 0.2 million) under the February 2025 Prospectus Supplement.

As of March 31, 2025, approximately $ 79.3 million in shares of common stock remained available for issuance under the ATM Program, subject to availability of authorized shares.

Regulation A Offering

On October 11, 2024, the Company filed a Regulation A Offering Statement on Form 1-A with an offering of a maximum of 5,000,000 Units (the “Regulation A Offering”), with each Unit consisting of one share of Series A Convertible Preferred Stock (initially convertible into two shares of common stock) and three common stock purchase warrants, two to each purchase one share of common stock at an exercise price of $ 1.50 per share and one to purchase one share of common stock at $ 2.00 per share, for an aggregate of 5,000,000 shares of Series A Convertible Preferred Stock (and 10,000,000 shares of common stock underlying the shares of Series A Convertible Preferred Stock) and warrants to purchase up to an aggregate of 10,000,000 shares of common stock at an exercise price of $ 1.50 per share and 5,000,000 shares of common stock at an exercise price of $ 2.00 per share, at an offering price of $ 1.50 per Unit, for a maximum offering amount of $ 7,500,000 .

The Regulation A Offering was qualified by the SEC on November 22, 2024.

On March 11, 2025, the Company withdrew the Regulation A Offering.

No sales of Units were made pursuant to the Regulation A Offering.

The Company’s prepaid expenses and other current assets as of December 31, 2024 included approximately $ 0.3 million in prepaid financing expenses related to the Regulation A Offering.

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

The Company recorded the total amount of $ 0.7 million as expenses related to an abandoned financing transaction during the three months ended March 31, 2025.

Common Stock Outstanding

5 unchanged sentences

The Company has reserved the following shares of common stock for future issuance:

September 30, 2024

December 31, 2023

March 31, 2025

March 31, 2024

Stock options outstanding

13 unchanged sentences

These grants will be administered by the Board or a committee of the Board.

These awards will be granted to individuals who (a) are being hired as an employee by the Company or any subsidiary and such award is a material inducement to such person being hired;

(b) are being rehired as an employee following a bona fide period of interruption of employment with the Company or any subsidiary;

or (c) will become an employee of the Company or any subsidiary in connection with a merger or acquisition.

Under the 2017 Equity Inducement Plan, awards could be granted to individuals who (a) were being hired as an employee by the Company or any subsidiary and such award is a material inducement to such person being hired;

(b) were being rehired as an employee following a bona fide period of interruption of employment with the Company or any subsidiary;

or (c) would become an employee of the Company or any subsidiary in connection with a merger or acquisition.

On July 20, 2022, the Board increased the number of shares of common stock reserved and available for issuance under the 2017 Equity Inducement Plan by 100,000 shares.

On March 28, 2024, the Board increased the number of shares of common stock reserved and available for issuance under the 2017 Equity Inducement Plan by 121,510 shares.

As of September 30, 2024, 62,802 shares of common stock remain available to be issued through outstanding RSUs under the 2017 Equity Inducement Plan.

As of March 31, 2025, there are 46,784 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.

Note 8 – Stock-Based Compensation, continued

2024 Equity Incentive Plan

On June 12, 2024, the Energous Corporation 2024 Equity Incentive Plan (the “2024 Plan”) was approved by stockholders for the issuance of equity incentive awards to eligible participants, which replaced the following equity plans of the Company:

On June 12, 2024, the Energous Corporation 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”) was approved by stockholders for the issuance of equity incentive awards to eligible participants, which replaced the following equity plans of the Company:

(i) the 2013 Equity Incentive Plan, (ii) 2014 Non-Employee Equity Compensation Plan, (iii) the Performance Share Unit Plan and (iv) the 2017 Equity Inducement Plan (collectively, the “Prior Equity Plans”).

All existing outstanding awards remain outstanding under the Prior Equity Plans, and an additional 456,000 shares of common stock were approved for issuance under the 2024 Plan.

As of September 30, 2024, 284,758 shares of common stock remain available for issuance under the 2024 Plan.

All existing outstanding awards remain outstanding under the Prior Equity Plans, and an additional 456,000 shares of common stock were approved for issuance under the 2024 Equity Incentive Plan.

As of March 31, 2025, there are 392,632 RSUs granted and outstanding under the 2024 Equity Incentive Plan.

As of March 31, 2025, 320,069 shares of common stock remain available for issuance under the 2024 Equity Incentive Plan.

Employee Stock Purchase Plan

2 unchanged sentences

On June 12, 2024, the Company’s stockholders approved the amendment and restatement of the ESPP to increase the number of shares reserved for issuance under the ESPP by 6,200 shares.

Under the ESPP, employees may designate an amount not less than 1 % but not more than 10 % of their annual compensation for the purchase of Company shares.

No more than 375 shares may be purchased by an employee under the ESPP during an offering period.

Excess contributions during an offering period are refunded to the employees.

An offering period is six months in duration commencing on or about January 1 and July 1 of each year.

The exercise price of options purchased under the ESPP is the lesser of 85 % of the fair market of the common stock on the first business day of the offering period and 85 % of the fair market value of the common stock on the applicable exercise date.

As of September 30, 2024, 17,166 shares of common stock remain eligible to be issued under the ESPP.

Employees contributed approximately $ 5,000 through payroll withholdings to the ESPP as of September 30, 2024 for the current offering period which concludes on December 31, 2024.

Under the ESPP, employees designated an amount not less than 1 % but not more than 10 % of their annual compensation for the purchase of Company shares.

No more than 375 shares were purchased by an employee under the ESPP during an offering period.

Excess contributions during an offering period were refunded to the employees.

An offering period was six months in duration commencing on or about January 1 and July 1 of each year.

The exercise price of options purchased under the ESPP was the lesser of 85 % of the fair market value of the common stock on the first business day of the offering period and 85 % of the fair market value of the common stock on the applicable exercise date.

The Company terminated the ESPP on January 21, 2025.

The final shares purchased under the ESPP were deemed delivered on December 31, 2024.

Stock Option Activity

2 unchanged sentences

Consequently, 3,750 options became vested and another 3,750 options were forfeited.

This resulted in stock-based compensation expense of approximately $ 0 and $ 53,000 during the three and nine months ended September 30, 2024, respectively.

As of September 30, 2024, all stock options granted to the former Chief Executive Officer were forfeited.

No stock options were granted during the three and nine months ended September 30, 2023 and 2024.

This resulted in stock-based compensation expense of approximately $ 53,000 during the three months ended March 31, 2024.

As of March 31, 2025, all stock options granted to the former Chief Executive Officer were forfeited.

Note 11 – Stock-Based Compensation, continued

The following is a summary of the Company’s stock option activity during the nine months ended September 30, 2024:

Outstanding as of January 1, 2024

Outstanding as of September 30, 2024

Exercisable as of January 1, 2024

Exercisable as of September 30, 2024

As of September 30, 2024, the unamortized fair value of stock options was $ 0 .

No stock options were granted during the three months ended March 31, 2025 and 2024.

There was no stock option activity during the three months ended March 31, 2025.

As of March 31, 2025, there were no stock options outstanding, and the unamortized fair value of stock options was $ 0 .

Restricted Stock Units (“RSUs”)

During the nine months ended September 30, 2024, the Board granted its Interim Principal Executive officer and Chief Financial Officer 77,000 RSUs.

Each RSU represents the contingent right to one share of common stock of the Company.

The RSU awards vest over four years .

During the nine months ended September 30, 2024, the Compensation Committee granted directors an aggregate of 6,000 RSUs for service on the Board.

During the three months ended March 31, 2025, the Compensation Committee granted directors an aggregate of 4,750 RSUs for service on the Board.

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

During the nine months ended September 30, 2024, the Board granted employees an aggregate of 468,000 RSUs, which vest over four years .

Under the former Chief Executive Officer’s Severance Agreement, unvested RSUs vesting within 18 months of termination were accelerated and vested on March 26, 2024.

Consequently, 3,017 RSUs vested resulting in stock-based compensation expense of approximately $ 0 and $ 77,000 during the three and nine months ended September 30, 2024, respectively.

As of September 30, 2024, the unamortized fair value of the RSUs was $ 0.9 million.

During the three months ended March 31, 2025, the Board granted employees an aggregate of 63,000 RSUs, which vest over four years .

As of March 31, 2025, the unamortized fair value of the RSUs was $ 0.5 million.

The unamortized amount will be expensed over a weighted average period of 2.6 years.

A summary of the activity related to RSUs for the nine months ended September 30, 2024 is presented below:

A summary of the activity related to RSUs for the three months ended March 31, 2025 is presented below:

Outstanding at January 1, 2025

RSUs forfeited

Outstanding at September 30, 2024

Performance Stock Units (“PSUs”)

PSUs are grants that vest upon the achievement of certain performance goals.

The goals are commonly related to the Company’s revenue and achievement of sales and marketing goals.

Note 8 – Stock-Based Compensation, continued

On July 20, 2022, the Board granted the Company’s former Chief Executive Officer 14,350 PSUs under the Company’s 2015 Performance Share Unit Plan pursuant to the terms of the former executive’s offer letter with the Company (See Note 6 – Commitments and Contingencies).

The 14,350 PSUs that had been approved were to vest as follows:

(a) up to 9,350 PSU shares would vest on December 31, 2022, subject to the former executive’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by the former executive of certain performance metrics previously determined by the Compensation Committee and approved by the Board, and (b) up to an additional 2,500 PSU shares would vest on each of December 31, 2023 and December 31, 2024, subject to continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, of certain performance metrics.

There was no PSU activity for the three or nine months ended September 30, 2024 and 2023.

The 2,500 PSU shares that were reserved for grant during 2024 per the former executive’s offer letter with the Company, as well as the 1,250 shares reserved for potential outperformance by the former executive of 2024 goals were returned to the 2015 Performance Share Unit Plan for future issuance upon the former executive’s termination of service with the Company.

Outstanding at March 31, 2025

Employee Stock Purchase Plan

The current offering period under the ESPP began on July 1, 2024 and will conclude on December 31, 2024.

The recently completely offering period under the ESPP started on January 1, 2024 and concluded on June 30, 2024.

On January 21, 2025, the Company terminated its ESPP.

No transactions were recorded under the ESPP during 2025.

During the year ended December 31, 2024, there were two offering periods.

1 unchanged sentence

The second offering period began on July 1, 2024 and concluded on December 31, 2024.

The weighted average grant-date fair value of the purchase option for each designated share purchased under the ESPP was approximately $ 0.63 per share and $ 4.05 per share for the nine months ended September 30, 2024 and 2023, respectively, which represents the fair value of the option, consisting of three main components:

The weighted average grant-date fair value of the purchase option for each designated share purchased under the ESPP was approximately $ 0 per share and $ 0.85 per share for the three months ended March 31, 2025 and 2024, respectively, which represents the fair value of the option, consisting of three main components:

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

The Company recognized compensation expense for the ESPP of approximately $ 1,000 and $ 4,000 for the three and nine months ended September 30, 2024, respectively.

The Company recognized compensation expense for the ESPP of approximately $ 1,000 and $ 42,000 for the three and nine months ended September 30, 2023, respectively.

The Company estimated the fair value of ESPP purchase options granted during the nine months ended September 30, 2024 and 2023 using the Black-Scholes option pricing model.

The Company recognized compensation expense for the ESPP of approximately $ 0 and $ 19,000 for the three months ended March 31, 2025 and 2024, respectively.

The Company estimated the fair value of ESPP purchase options granted during the three months ended March 31, 2024 using the Black-Scholes option pricing model.

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

Nine Months Ended September 30,

$ 1.09 - 1.83

$ 4.80 - 16.72

For the three months ended March 31,

Dividend yield

1 unchanged sentence

Risk-free interest rate

5.26 %- 5.37 %

4.42 %- 5.47 %

Expected life

Note 11 – Stock-Based Compensation, continued

Stock-Based Compensation Expense

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Research and development

2 unchanged sentences

Severance expense

Cost of revenue

Note 12 – Warrant Liability

3 unchanged sentences

Each 2023 Warrant was initially exercisable for one share of the Company’s common stock at a price of $ 8.00 per share.

As of September 30, 2024, the exercise price was adjusted to $ 0.56 per share (subject to further adjustment in certain circumstances, including in the event of stock dividends and splits;

As of March 31, 2025, the exercise price was adjusted to $ 0.2884 per share (subject to further adjustment in certain circumstances, including in the event of stock dividends and splits;

recapitalizations;

9 unchanged sentences

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

As of September 30, 2024, all 2023 Warrants were outstanding.

As of September 30, 2024, the fair value of the warrant liability was $ 0.2 million.

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

The Company recorded a change in fair value of the warrant liability of $ 0.8 million and $ 2.7 million for the three and nine months ended September 30, 2023, respectively.

As of March 31, 2025, all 2023 Warrants were outstanding, and the fair value of the warrant liability was $ 0.1 million.

The Company recorded a change in fair value of the warrant liability of a decrease of $ 0.3 million and an increase of $ 0.1 million for the three months ended March 31, 2025 and 2024, respectively.

Note 13 – Fair Value Measurements

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):

Balance as of September 30, 2024

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

Balance as of March 31, 2025

Cash equivalents

9 unchanged sentences

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

As of September 30,

As of June 30,

As of March 31,

As of September 30,

As of June 30,

As of March 31,

3 unchanged sentences

Dividend yield

The change in the fair value of the 2023 Warrant liability was $ 0.4 million during the nine months ended September 30, 2024.

The change in fair value of the 2023 Warrant liability was $ 2.7 million during the nine months ended September 30, 2023 (see Note 9 – Warrant Liability).

For the nine months ended September 30,

The change in the fair value of the 2023 Warrant liability was a decrease of $ 0.3 million during the three months ended March 31, 2025.

The change in fair value of the 2023 Warrant liability was an increase of $ 0.1 million during the three months ended March 31, 2024 (see Note 12 – Warrant Liability).

For the three months ended March 31,

(in thousands)

Beginning value

Initial valuation of new warrants

Change in value of warrant liability

Note 14 – Customer Concentrations

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

Three customers accounted for approximately 75 % of the Company’s revenue for the three months ended September 30, 2023, and three customers accounted for approximately 67 % of the Company’s revenue for the nine months ended September 30, 2023.

Two customers accounted for approximately 89 % of the Company’s accounts receivable balance as of September 30, 2024, and two customers accounted for approximately 88 % of the Company’s accounts receivable balance as of December 31, 2023.

Note 12 – Subsequent Event

For the period October 1, 2024 through November 12, 2024, the Company sold 1,069,169 shares through its Current ATM, representing $ 0.6 million in net proceeds.

Agile Subordinated Loan Agreement

Principal and interest on the initial term loan in the aggregate amount of $ 756,000 was to be repaid in weekly payments of $ 27,000 commencing on October 14, 2024 and fully repaid on or before the maturity date of April 21, 2025.

The Term Loan would be expressly subordinated to the Company's obligations on certain senior indebtedness of the Company as provided in the Original Loan Agreement.

Effective only upon the occurrence and continuance of an event of default under the Loan Agreement, the Company would grant the Lender a security interest in certain collateral, excluding intellectual property, of the Company as set forth in the Original Loan Agreement.

Effective November 5, 2024, the Company entered into an amended subordinated business loan agreement with the Lender (the “Amended Loan Agreement”) to refinance the Term Loan.

Principal and interest on the initial new term loan in the aggregate amount of $ 1,415,740 is to be repaid in weekly payments of approximately $ 39,000 and fully repaid on or before the maturity date of July 17, 2025 .

The proceeds of the New Term Loan were used to repay in full the Term Loan described above, which had a balance of $ 648,000 on November 5, 2024, and the remaining proceeds will be used for working capital.

The New Term Loan will be expressly subordinated to the Company's obligations on certain senior indebtedness of the Company as provided in the Amended Loan Agreement.

The Amended Loan Agreement replaces the Original Loan Agreement and otherwise contains substantially the same terms as the Original Loan Agreement.

Regulation A Offering

On October 11, 2024, the Company filed a Regulation A Offering Statement on Form 1-A with an offering of a maximum of 5,000,000 Units (the “Regulation A Offering”), with each Unit consisting of one share of Series A Convertible Preferred Stock and three common stock purchase warrants, two to each purchase one share of common stock at an exercise price of $ 1.50 per share and one to purchase one share of common stock at $ 2.00 per share, for an aggregate of 5,000,000 shares of Series A Convertible Preferred Stock (and 10,000,000 shares of common stock underlying the shares of Series A Convertible Preferred Stock) and warrants to purchase up to an aggregate of 10,000,000 shares of common stock at an exercise price of $ 1.50 per share and 5,000,000 shares of common stock at an exercise price of $ 2.00 per share, at an offering price of $ 1.50 per Unit, for a maximum offering amount of $ 7,500,000 .

The Regulation A Offering is subject to qualification by the SEC.

Three customers accounted for approximately 86 % of the Company’s revenue for the three months ended March 31, 2025, and four customers accounted for approximately 87 % of the Company’s revenue for the three months ended March 31, 2024.

Three customers accounted for approximately 90 % of the Company’s accounts receivable balance as of March 31, 2025, and two customers accounted for approximately 99 % of the Company’s accounts receivable balance as of December 31, 2024.

Note 15 – Subsequent Events

From April 1, 2025 to May 9, 2025, the Company settled sales of 1,742,634 shares of common stock for net proceeds of approximately $ 0.5 million under the ATM Program.

On April 16, 2025, the Company’s Board approved an amendment and restatement of the 2024 Equity Incentive Plan, which is subject to stockholder approval at the 2025 annual meeting of stockholders, to, among other things, increase the number of shares reserved for issuance for an additional 2,000,000 shares to a total of 2,456,000 shares.

On April 16, 2025, the Company’s Board approved an amendment to the Company's second amended and restated certificate of incorporation, which is subject to stockholder approval at the 2025 annual meeting of stockholders, to effect a reverse stock split of the common stock at a ratio ranging from any whole number between1-for- 5 and 1-for- 50 , as determined by the Board in its discretion.

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