Energous Corp 10-Q

Item 1. Financial Statements Energous Corporation BALANCE SHEETS (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ March 31, 2025 December 31, 2024 ​ (unaudited) ​ (1) ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 10,085 ​ $ 1,353 Accounts receivable, net ​ 312 ​ 78 Inventory ​ 644 ​ 498 Prepaid expenses and other current assets ​ 844 ​ 983 Total current assets ​ 11,885 ​ 2,912 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 332 ​ 356 Operating lease right-of-use assets ​ 1,160 ​ 527 Total assets ​ $ 13,377 ​ $ 3,795 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 1,276 ​ $ 1,852 Accrued expenses ​ 534 ​ 1,135 Accrued severance expense ​ 101 ​ 28 Warrant liability ​ 91 ​ 358 Operating lease liabilities, current portion ​ 385 ​ 668 Short-term loan payable, net ​ ​ 523 ​ ​ 818 Deferred revenue ​ 11 ​ 13 Total current liabilities ​ 2,921 ​ 4,872 ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities, long-term portion ​ 960 ​ — Total liabilities ​ 3,881 ​ 4,872 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 8) ​ ​ ​ ​ 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. ​ 1 ​ 1 Additional paid-in capital ​ 413,301 ​ 399,362 Accumulated deficit ​ ( 403,806 ) ​ ( 400,440 ) Total stockholders’ equity (deficit) ​ 9,496 ​ ( 1,077 ) Total liabilities and stockholders’ equity (deficit) ​ $ 13,377 ​ $ 3,795 ​ (1) The condensed balance sheet as of December 31, 2024 was derived from the audited balance sheet as of that date. The accompanying notes are an integral part of these condensed financial statements. ​ 3 Table of Contents Energous Corporation CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended March 31, ​ ​ 2025 2024 Revenue ​ $ 343 ​ $ 64 Cost of revenue ​ 250 ​ 109 Gross profit (loss) ​ ​ 93 ​ ​ ( 45 ) Operating expenses: ​ ​ ​ ​ ​ ​ Research and development ​ 1,192 ​ 2,189 Sales and marketing ​ 589 ​ 873 General and administrative ​ 895 ​ 1,995 Severance expense ​ 372 ​ 1,563 Expenses from abandoned financing transaction ​ ​ 656 ​ ​ — Total operating expenses ​ 3,704 ​ 6,620 Loss from operations ​ ( 3,611 ) ​ ( 6,665 ) Other income (expense), net: ​ ​ ​ ​ Change in fair value of warrant liability ​ 267 ​ ( 82 ) Interest income (expense), net ​ ( 22 ) ​ 148 Total other income (expense), net ​ 245 ​ 66 Net loss ​ $ ( 3,366 ) ​ $ ( 6,599 ) Basic and diluted loss per common share ​ $ ( 0.12 ) ​ $ ( 1.11 ) Weighted average shares outstanding, basic and diluted ​ 28,443,192 ​ 5,961,186 ​ The accompanying notes are an integral part of these condensed financial statements. ​ 4 Table of Contents Energous Corporation CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) (in thousands, except for share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ Common Stock Paid-in Accumulated Stockholders’ ​ ​ Shares Amount ​ Capital ​ Deficit ​ Equity (Deficit) Balance as of January 1, 2025 ​ 13,575,907 ​ $ 1 ​ $ 399,362 ​ $ ( 400,440 ) ​ $ ( 1,077 ) Stock-based compensation - restricted stock units (“RSUs”) ​ — ​ ​ — ​ ​ 111 ​ ​ — ​ ​ 111 Issuance of shares for RSUs ​ 39,404 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Shares issued to vendor for services ​ 75,000 ​ ​ — ​ ​ 25 ​ ​ — ​ ​ 25 Issuance of shares in an at-the-market (“ATM”) placement, net of $ 940 in issuance costs ​ 18,703,305 ​ ​ — ​ ​ 13,803 ​ ​ — ​ ​ 13,803 Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 3,366 ) ​ ​ ( 3,366 ) Balance as of March 31, 2025 32,393,616 ​ $ 1 ​ $ 413,301 ​ $ ( 403,806 ) ​ $ 9,496 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Accumulated ​ Stockholders’ ​ ​ Shares Amount ​ Capital ​ Deficit ​ Equity (Deficit) Balance as of January 1, 2024 ​ 5,471,121 ​ $ 1 ​ $ 393,539 ​ $ ( 382,042 ) ​ $ 11,498 Stock-based compensation - options — ​ — ​ 72 ​ — ​ 72 Stock-based compensation - RSUs — ​ — ​ 313 ​ — ​ 313 Stock-based compensation - employee stock purchase plan (“ESPP”) — ​ — ​ 19 ​ — ​ 19 Issuance of shares for RSUs 16,775 ​ — ​ — ​ — ​ — Proceeds from contributions to the ESPP — ​ — ​ 36 ​ — ​ 36 Issuance of shares in an ATM placement, net of $ 2 in issuance costs 27,870 ​ — ​ 47 ​ — ​ 47 Issuance of shares in a sale of common stock, pre-funded warrants and warrants, net of $ 230 in issuance costs 570,000 ​ — ​ 1,770 ​ — ​ 1,770 Net loss — ​ — ​ — ​ ( 6,599 ) ​ ( 6,599 ) Balance as of March 31, 2024 ​ 6,085,766 ​ $ 1 ​ $ 395,796 ​ $ ( 388,641 ) ​ $ 7,156 ​ The accompanying notes are an integral part of these condensed financial statements. ​ 5 Table of Contents Energous Corporation CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, ​ ​ 2025 2024 Cash flows from operating activities: ​ ​ Net loss ​ $ ( 3,366 ) ​ $ ( 6,599 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 45 ​ 48 Stock-based compensation ​ 111 ​ 404 Accrued interest ​ ​ 14 ​ ​ — Amortization of short-term loan fees ​ ​ 17 ​ ​ — Change in fair value of warrant liability ​ ( 267 ) ​ 82 Changes in operating assets and liabilities: ​ ​ ​ ​ Accounts receivable ​ ( 234 ) ​ 75 Inventory ​ ( 146 ) ​ ( 193 ) Prepaid expenses and other current assets ​ 139 ​ 223 Operating lease right-of-use (“ROU”) assets ​ ​ 288 ​ ​ 160 Accounts payable ​ ( 576 ) ​ ( 347 ) Accrued expenses ​ ( 545 ) ​ ( 84 ) Accrued severance expense ​ 73 ​ 1,335 Operating lease liabilities ​ ( 219 ) ​ ( 160 ) Deferred revenue ​ ( 2 ) ​ ( 17 ) Net cash used in operating activities ​ ( 4,668 ) ​ ( 5,073 ) Cash flows from investing activities: ​ ​ ​ ​ Purchases of property and equipment ​ ( 21 ) ​ ( 1 ) Net cash used in investing activities ​ ( 21 ) ​ ( 1 ) Cash flows from financing activities: ​ ​ ​ ​ Repayments of short-term loan ​ ​ ( 328 ) ​ ​ — Payments from financed insurance premiums ​ ​ ( 54 ) ​ ​ — Net proceeds from an ATM offering ​ 13,803 ​ 47 Net proceeds from a sale of common stock and warrant issuance ​ — ​ 1,770 Proceeds from contributions to the ESPP ​ — ​ 36 Net cash provided by financing activities ​ 13,421 ​ 1,853 Net increase (decrease) in cash, cash equivalents and restricted cash ​ 8,732 ​ ( 3,221 ) Cash, cash equivalents and restricted cash - beginning ​ 1,353 ​ 13,936 Cash, cash equivalents and restricted cash - ending ​ $ 10,085 ​ $ 10,715 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information: ​ ​ ​ ​ ​ ​ Interest paid ​ $ 184 ​ $ — Supplemental disclosure of non-cash investing and financing activities: ​ ​ ​ ​ Decrease in operating lease ROU assets and operating lease liabilities from lease amendment ​ $ — ​ $ 51 Increase in operating lease ROU assets and operating lease liabilities from lease modification ​ $ 896 ​ $ — Increase in ROU assets from shares issued to landlord ​ $ 25 ​ $ — Accrued interest included in short-term loan payable ​ $ 70 ​ $ — ​ The accompanying notes are an integral part of these condensed financial statements. ​ 6 Table of Contents 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 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. including: ​ ​ Device Type Application RF Tags Cold Chain, Asset Tracking, Medical IoT IoT Sensors Cold Chain, Logistics, Asset Tracking Electronic Shelf Labels Retail and Industrial IoT ​ The first WPN-enabled end product featuring the Company’s technology entered the market in 2019. In the fourth quarter of 2021, the Company commenced shipments of its first at-a-distance wireless PowerBridge transmitter systems for commercial IoT applications and proof-of-concept deployments. 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 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 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. 7 Table of Contents 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 Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and note disclosures have been condensed or omitted pursuant to such rules and regulations. 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 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 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 The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements as well as the reported expenses during the reporting periods. The Company’s significant estimates and assumptions include the valuation of stock-based compensation instruments, recognition of revenue, inventory valuation, fair value of warrant liabilities and the valuation allowance on deferred tax assets. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. 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. 8 Table of Contents 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. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using an appropriate valuation model. Such warrant classification is also subject to re-evaluation at each reporting period. Offering costs associated with warrants classified as liabilities are expensed as incurred and are presented as offering cost related to warrant liability in the statement of operations. Offering costs associated with the sale of warrants classified as equity are charged against the proceeds received. Fair Value 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. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: ● Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities to which the Company has access at a measurement date. ● Level 2: Observable inputs other than Level 1 quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Unobservable inputs for which little or no market data exists and for which the Company must develop its own assumptions regarding the assumptions that market participants would use in pricing the asset or liability, including assumptions regarding risk. Because of the uncertainties inherent in the valuation of assets or liabilities for which there are no observable inputs, those estimated fair values may differ significantly from the values that may have been used had a ready market for the assets or liabilities existed. The carrying amounts of the Company’s financial assets and liabilities, such as cash, cash equivalents, prepaid expenses and other current assets, and accounts payable and accrued expenses, are an approximate of their fair values because of the short maturity of these instruments. The carrying amounts of the Company’s 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). Revenue Recognition The Company follows ASC 606, “Revenue from Contracts with Customers” (“Topic 606”). In accordance with Topic 606, the Company recognizes revenue using the following five-step approach: 1. Identify the contract with a customer. 2. Identify the performance obligations in the contract. 9 Table of Contents Note 3 – Summary of Significant Accounting Policies, continued 3. Determine the transaction price of the contract. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when or as the performance obligations are satisfied. The Company’s revenue consists of its single segment of wireless charging system solutions. The wireless charging system revenue consists of revenue from product development projects and production-level systems. During the three months ended March 31, 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. In general, these product development projects are complex, and the Company does not have certainty about its ability to achieve the project milestones. The achievement of a milestone is dependent on the Company’s performance obligation and requires acceptance by the customer. The Company recognizes this revenue at the point in time at which the performance obligation is met. The payment associated with achieving the performance obligation is generally commensurate with the Company’s effort or the value of the deliverable and is nonrefundable. Any deferred revenue is recognized upon achievement of the performance obligation or expiration of a support agreement. 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 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. At the point of loss recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the new cost basis. Research and Development Research and development expenses are charged to operations as incurred. 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 The Company accounts for equity instruments issued to employees, board members and contractors in accordance with accounting guidance that requires awards to be recorded at their fair value on the date of grant and amortized over the vesting period of the award. 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 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. 10 Table of Contents Note 3 – Summary of Significant Accounting Policies, continued Income Taxes 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. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. The guidance from 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. Net Loss Per Common Share Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. 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, ​ 2025 2024 Warrants issued to investors 1 ​ 1,432,909 ​ 1,432,909 Options to purchase common stock ​ — ​ 11,250 RSUs ​ 439,416 ​ 102,054 Total potentially dilutive securities ​ 1,872,325 ​ 1,546,213 ​ 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. 11 Table of Contents 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 . Leases The Company determines if an arrangement is a lease at the inception of the arrangement. The Company applies the short-term lease recognition exemption and recognizes lease payments in profit or loss at lease commencement for facility or equipment leases that have a lease term of 12 months or less and do not include a purchase option whose exercise is reasonably certain. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are measured and recorded at the later of the adoption date, January 1, 2019, or the service commencement date based on the present value of lease payments over the lease term. The Company uses the implicit interest rate when readily determinable; however, most leases do not establish an implicit rate, so the Company uses an estimate of the incremental borrowing rate based on the information available at the time of measurement. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 8 – Commitments and Contingencies, Operating Leases for further discussion of the Company’s operating leases. Segments 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. Recent Accounting Pronouncements, Not Yet Adopted In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes” (“Topic 740”), Improvements to Income Tax Disclosures. This standard is intended to enhance the transparency and usefulness of income tax disclosures to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This standard is effective for the Company’s annual fiscal period beginning January 1, 2025. The Company does not believe that the adoption of this standard will have a material impact on the Company’s financial statements and related disclosures. In November 2024, the FASB issued ASU No. 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. 12 Table of Contents 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 $ 614 $ 323 Prepaid and deferred financing costs ​ — ​ 372 Interest receivable ​ 101 ​ — Prepaid subscriptions ​ 51 ​ 22 Prepaid insurance ​ 29 ​ 163 Prepaid software and support ​ 29 ​ 67 Tradeshow deposits ​ 5 ​ 21 Other deposits ​ 15 ​ 15 Total ​ $ 844 ​ $ 983 ​ ​ Note 5 – Inventory Below is a summary of the Company’s inventory as of March 31, 2025 and December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of ​ March 31, 2025 December 31, 2024 Raw materials ​ $ 455 ​ $ 498 Work-in-process ​ — ​ — Finished goods ​ ​ 189 ​ ​ — Total ​ $ 644 ​ $ 498 ​ ​ Note 6 – Property and Equipment Property and equipment are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of ​ ​ March 31, 2025 ​ December 31, 2024 Computer software $ 1,055 $ 1,055 Computer hardware ​ 2,278 ​ 2,257 Furniture and fixtures ​ 489 ​ 489 Leasehold improvements ​ 783 ​ 783 ​ ​ 4,605 ​ 4,584 Less – accumulated depreciation ​ ( 4,273 ) ​ ( 4,228 ) Total property and equipment, net ​ $ 332 ​ $ 356 ​ 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. 13 Table of Contents Note 7 – Accrued Expenses Accrued expenses consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of ​ March 31, 2025 December 31, 2024 Accrued compensation ​ $ 302 ​ $ 740 Accrued legal expenses ​ 107 ​ 178 Accrued interest ​ ​ 6 ​ ​ 90 Other accrued expenses ​ 119 ​ 127 Total ​ $ 534 ​ $ 1,135 ​ ​ Note 8 – Commitments and Contingencies Operating Leases San Jose Lease On May 20, 2022, the Company signed a lease amendment to the existing lease for its office space at its corporate headquarters in San Jose, California, extending the term of the lease for an additional three years . Upon signing the lease amendment, the Company recorded a new ROU lease asset of $ 2.1 million and operating lease liability of $ 2.1 million, using a present value discount rate of 3.0 %, which was used as an incremental borrowing rate for a hypothetical fully collateralized real estate transaction. As of January 1, 2024, the discount rate was adjusted to 8 % in order to reflect a realistic incremental borrowing rate at lease commencement. The adjustment created a one -time reduction to the ROU lease asset and operating lease liability of approximately $ 51,000 . Upon expiration of the original lease on September 30, 2022, the new monthly lease payment starting October 1, 2022 was approximately $ 59,000 , subject to annual escalations up to a maximum monthly lease payment of approximately $ 62,000 . On July 31, 2024, the Company signed an additional lease amendment where the monthly payments through the remainder of 2024 were reduced to approximately $ 37,000 and the monthly payments from January 2025 through September 2025 were increased to approximately $ 76,000 . No other changes were made to the existing lease. As a result of this amendment, the Company revalued its ROU lease asset to $ 0.8 million and its operating lease liability to $ 0.8 million on July 31, 2024. On March 19, 2025, the Company signed an amendment to the existing lease for its office space at its corporate headquarters in San Jose, California, relocating to a smaller suite within the same building and extending the lease through December 31, 2027. The Company 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 $ 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, Amount 2025 (Remaining nine months) $ 337 2026 ​ 556 2027 ​ ​ 610 Total future lease payments ​ 1,503 Present value discount (8.0% weighted average) ​ ( 158 ) Total operating lease liabilities ​ $ 1,345 ​ 14 Table of Contents Note 8 – Commitments and Contingencies, continued Hosted Design Software 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 The Company is from time to time involved in various disputes, claims, liens and litigation matters arising in the normal course of business. While the outcome of these disputes, claims, liens and litigation matters cannot be predicted with certainty, after consulting with legal counsel, management does not believe that the outcome of these matters will have a material adverse effect on the Company’s combined financial position, results of operations or cash flows. MBO Bonus Plan and 2024 Bonus Plan On May 30, 2024, the Board 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. 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 May 30, 2024, the Compensation Committee approved a new form of Severance Agreement and Change in Control Agreement (“Severance Agreement”) that the Company may enter into with executive officers and vice presidents (each, an “Executive”). Under the Severance Agreement, if an Executive party thereto is terminated without cause or in a qualifying change in control termination, the Company agrees to pay the Executive three to twelve months of that Executive’s monthly base salary and 25 % to 100 % of the Executive’s target bonus, and to accelerate the vesting of 25 % to 100 % of the Executive’s unvested equity awards. If an Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) the Company will pay the full amount of the Executive’s premiums under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the three -to- twelve-month period, as applicable, following the Executive’s termination. 15 Table of Contents Note 8 – Commitments and Contingencies, continued Executive Transition – Cesar Johnston On March 26, 2024, the Company announced that Cesar Johnston was no longer serving as President and Chief Executive Officer of the Company effective March 24, 2024. In connection with his cessation as an officer of the Company, Mr. Johnston was entitled to receive the benefits and payments set forth in the Amended and Restated Severance and Change in Control Agreement, dated December 6, 2021 (“Johnston Severance Agreement”), between the Company and Mr. Johnston. Accordingly, Mr. Johnston received (a) 18 months of his monthly salary plus the amount equal to 100 % of his target bonus, (b) any outstanding unvested equity awards held by Mr. Johnston that were scheduled to vest during the next 18 months following the termination date, and (c) reimbursement for continued COBRA payments, if elected by Mr. Johnston, during the 18 months following the termination date. The Company recorded $ 1.5 million in total severance expense pertaining to Mr. 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 . 16 Table of Contents Note 10 – Capital Stock and Warrants Authorized Capital The holders of the Company’s common stock are entitled to one vote per share. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board out of legally available funds. 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. Financing On November 15, 2021, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective on December 16, 2021. This shelf registration statement allowed the Company to sell, from time to time, any combination of debt or equity securities described in the registration statement up to aggregate proceeds of $ 100 million. Pursuant to this registration statement, on March 28, 2023, the Company completed an underwritten offering pursuant to which it issued and sold an aggregate of (i) 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 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. The Pre-Funded Warrants expired upon full exercise in April 2024, and the 2024 Warrants expire five years from the date of issuance. The 2024 Offering closed on February 20, 2024. The Company received net proceeds of approximately $ 1.8 million (net of $ 0.2 million in issuance costs) in the 2024 Offering. 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. 17 Table of Contents Note 10 – Capital Stock and Warrants, continued 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 The Company’s outstanding shares of common stock typically include shares that are deemed delivered under US GAAP. Shares that are deemed delivered currently include shares that have vested, but have not yet been delivered, under tax-deferred equity awards, as well as shares purchased under the ESPP where actual transfer of shares normally occurs a few days after the completion of the purchase periods. There are no voting rights for shares that are deemed delivered under US GAAP until the actual delivery of shares takes place. There are currently 200,000,000 shares of common stock authorized for issuance. Common Stock Reserved for Future Issuance The Company has reserved the following shares of common stock for future issuance: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 March 31, 2024 Stock options outstanding ​ — ​ 11,250 RSUs outstanding ​ 439,416 ​ 102,179 Warrants outstanding ​ 1,432,909 ​ 1,883,318 Shares available for issuance under the 2013 Equity Incentive Plan ​ — ​ 120,949 Shares available for issuance under the 2014 Non-employee Equity Compensation Plan ​ — ​ 23,262 Shares available for issuance under the 2015 Performance Share Unit Plan ​ — ​ 112,647 Shares available for issuance under the 2017 Equity Inducement Plan ​ — ​ 132,927 Shares available for issuance under the 2024 Equity Incentive Plan ​ ​ 320,069 ​ ​ — Shares available for issuance under the Employee Stock Purchase Plan ​ — ​ 14,716 Total ​ 2,192,394 ​ 2,401,248 ​ ​ 18 Table of Contents Note 11 – Stock-Based Compensation Equity Incentive Plans 2017 Equity Inducement Plan On December 28, 2017, the Board approved the 2017 Equity Inducement Plan. Under the 2017 Equity Inducement Plan, the Board reserved 30,000 shares for the grant of RSUs. These grants will be administered by the Board or a committee of the Board. 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 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. 2024 Equity Incentive Plan 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 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 In April 2015, the Board approved the Energous Corporation Employee Stock Purchase Plan (“ESPP”), under which 30,000 shares of common stock were reserved for purchase by the Company’s employees, subject to the approval by the Company’s stockholders. On May 21, 2015, the Company’s stockholders approved the ESPP. On June 12, 2024, the Company’s stockholders approved the amendment and restatement of the ESPP to increase the number of shares reserved for issuance under the ESPP by 6,200 shares. 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 In February 2022, the Board granted the Company’s former Chief Executive Officer 15,000 stock options at an exercise price of $ 25.40 per share with half of the options vesting on the second anniversary of the vesting start date and a quarter of the options vesting on each of the two following anniversaries . Under the former Chief Executive Officer’s Severance Agreement, unvested awards vesting within 18 months of termination were accelerated and became vested on March 26, 2024. Consequently, 3,750 options became vested and another 3,750 options were forfeited. 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. 19 Table of Contents Note 11 – Stock-Based Compensation, continued 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 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 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 three months ended March 31, 2025 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant ​ ​ ​ ​ Date Fair ​ ​ Total ​ Value Outstanding at January 1, 2025 ​ 538,506 ​ $ 2.39 RSUs granted ​ 67,750 ​ ​ 0.46 RSUs vested ​ ( 39,404 ) ​ ​ 1.64 RSUs forfeited ​ ( 127,436 ) ​ ​ 1.45 Outstanding at March 31, 2025 439,416 ​ $ 2.43 ​ Employee Stock Purchase Plan On January 21, 2025, the Company terminated its ESPP. No transactions were recorded under the ESPP during 2025. During the year ended December 31, 2024, there were two offering periods. The first offering period began on January 1, 2024 and concluded on June 30, 2024. The second offering period began on July 1, 2024 and concluded on December 31, 2024. The 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 $ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, ​ 2025 ​ 2024 Stock price ​ — ​ $ 1.83 ​ Dividend yield ​ — ​ 0 % Expected volatility ​ — ​ 112 % Risk-free interest rate ​ — ​ 5.26 % Expected life ​ — ​ 6 months ​ ​ 20 Table of Contents 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 March 31, ​ 2025 2024 Research and development ​ $ 9 ​ $ 107 Sales and marketing ​ 62 ​ 80 General and administrative ​ 23 ​ 87 Severance expense ​ 16 ​ 130 Cost of revenue ​ ​ 1 ​ ​ — Total ​ $ 111 ​ $ 404 ​ ​ Note 12 – Warrant Liability 2023 Warrants In March 2023, the Company issued 412,500 warrants to purchase up to 412,500 shares of its common stock. The 2023 Warrants have a six-year term and were exercisable upon issuance on March 28, 2023 . 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 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; change of control transactions; and issuances or sales of, or agreements to issue or sell, shares of common stock or common stock equivalents at a price per share less than the then-applicable exercise price for the 2023 Warrants, including sales under the ATM Program, the “Exercise Price”). In the event of certain transactions such as a merger, consolidation, tender offer, reorganization, or other change in control, if holders of common stock are given any choice as to the consideration to be received, the holder of each 2023 Warrant shall be given the same choice of alternate consideration. In the event of certain transactions that are not within the Company’s control, such as a merger, consolidation, tender offer, reorganization, or other change in control of the Company, each holder of a 2023 Warrant shall be entitled to receive the same form of consideration at the Black Scholes value of the unexercised portion of the 2023 Warrant that is being offered and paid to holders of common stock, including the option to exercise the 2023 Warrants on a “cashless basis”. If the Company issues additional shares of common stock or equity-linked securities for a consideration per share less than the Exercise Price, then such Exercise Price will be reduced to a new lower price pursuant to the terms of the 2023 Warrants. Additionally, if the Exercise Price of any outstanding derivative securities is modified by the Company such that such security’s modified exercise price is below the Exercise Price, the Exercise Price will adjust downward pursuant to the terms of the 2023 Warrant. This provision would not apply for stock or stock equivalents which fall under shares that qualify for exempt issuance, such as if the Company adjusted the option exercise price for an option granted to an employee, officer, or director. The Company accounted for the 2023 Warrants in accordance with the derivative guidance contained in ASC 815-40, as the warrants did not meet the criteria for equity treatment. The Company believes that the adjustments to the Exercise Price is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the 2023 Warrants are not eligible for an exception from derivative accounting. 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 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. ​ ​ 21 Table of Contents 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 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 ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ Cash equivalents ​ $ 10,085 ​ $ — ​ $ — ​ $ 10,085 Liabilities: ​ ​ ​ ​ ​ ​ Warrant liability ​ $ — ​ $ — ​ $ 91 ​ $ 91 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2024 ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ Cash equivalents ​ $ 1,353 ​ $ — ​ $ — ​ $ 1,353 Liabilities: ​ ​ ​ ​ Warrant liability ​ $ — ​ $ — ​ $ 358 ​ $ 358 ​ There were no transfers among Level 1, Level 2, or Level 3 categories during the periods presented. 2023 Warrants The Company utilizes a Monte Carlo simulation model for the 2023 Warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the 2023 Warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield. The key inputs into the Monte Carlo simulation model for the 2023 Warrants are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, As of March 31, ​ ​ ​ 2025 ​ 2024 ​ Share price ​ $ 0.27 ​ $ 2.03 ​ Exercise price ​ $ 0.29 ​ $ 1.66 ​ Term (in years) ​ ​ 3.99 ​ ​ 5.00 ​ Volatility ​ 100 % ​ 85 % Risk-free rate ​ ​ 3.9 % ​ 4.2 % Dividend yield ​ ​ 0 % ​ 0 % ​ 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) 2025 2024 Beginning value ​ $ 358 ​ $ 620 Change in value of warrant liability ​ ( 267 ) ​ 82 Ending value ​ $ 91 ​ $ 702 ​ ​ Note 14 – Customer Concentrations 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. ​ 22 Table of Contents 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. ​ 23 Table of Contents