What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-05-13 · 166 added, 157 removed, 450 unchanged (42% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

March 31, 2025

June 30, 2025

December 31, 2024

20 unchanged sentences

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.

Preferred Stock, $ 0.00001 par value, 10,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

no shares issued or outstanding as of June 30, 2025 and December 31, 2024.

Common Stock, $ 0.00001 par value, 200,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

39,260,571 and 13,575,907 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

Additional paid-in capital

7 unchanged sentences

(in thousands, except share and per share amounts)

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Cost of revenue

11 unchanged sentences

Interest income (expense), net

Loss on retirement of property and equipment

Total other income (expense), net

4 unchanged sentences

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except for share amounts)

(in thousands, except share amounts)

Stockholders’

6 unchanged sentences

Balance as of March 31, 2025

Stock-based compensation – RSUs

Issuance of shares for RSUs

Issuance of shares in an ATM placement, net of $ 107 in issuance costs

Balance as of June 30, 2025

Stockholders’

9 unchanged sentences

Balance as of March 31, 2024

Stock-based compensation – RSUs

Stock-based compensation – ESPP

Issuance of shares for RSUs

Proceeds (refunds) from contributions to the ESPP

Pre-funded warrants exercised

Balance as of June 30, 2024

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

2 unchanged sentences

(in thousands)

For the three months ended March 31,

For the six months ended June 30,

Cash flows from operating activities:

5 unchanged sentences

Change in fair value of warrant liability

Loss on retirement of property and equipment

Changes in operating assets and liabilities:

13 unchanged sentences

Repayments of short-term loan

Payments from financed insurance premiums

Payments for financed insurance premiums

Net proceeds from an ATM offering

10 unchanged sentences

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

Decrease in ROU assets from shares issued to landlord

Accrued interest in short-term loan payable

Financing of insurance premiums

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

ENERGOUS CORPORATION

Notes to the Financial Statements

Notes to the Condensed 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.

Energous Corporation d/b/a Energous Wireless Power Solutions (the “Company”) has developed scalable, over-the-air Wireless Power Network (“WPN”) technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems to enable radio frequency (“RF”)-based charging for 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.

3 unchanged sentences

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.

6 unchanged sentences

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.

During the three and six months ended June 30, 2025, the Company recorded revenue of $ 1.0 million and $ 1.3 million, respectively.

During the three and six months ended June 30, 2024, the Company recorded revenue of $ 46,000 and $ 110,000 , respectively.

During the three and six months ended June 30, 2025, the Company recorded net losses of $ 2.8 million and $ 6.2 million, respectively.

During the three and six months ended June 30, 2024, the Company recorded net losses of $ 4.3 million and $ 10.9 million, respectively.

Net cash used in operating activities was $ 7.5 million and $ 10.8 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the Company had cash and cash equivalents of $ 8.7 million.

The Company is currently meeting its liquidity requirements through the collection of accounts receivable supplemented by proceeds of securities offerings, including the ATM Program (as defined in Note 10 – Capital Stock and Warrants below), which the ATM Program generated aggregate net proceeds of $ 15.8 million during the six months ended June 30, 2025.

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

Note 2 – Liquidity and Management Plans, continued

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

There is no assurance that such financing will be available on terms that 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.

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.

5 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 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.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full fiscal 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”).

15 unchanged sentences

The Company maintains its cash deposits with major financial institutions.

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”).

Note 3 – Summary of Significant Accounting Policies, continued

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.

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.

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.

The Company follows ASC 820, “Fair Value Measurements”, 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.

7 unchanged sentences

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.

Note 3 – Summary of Significant Accounting Policies, continued

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.

6 unchanged sentences

Identify the performance obligations in the contract.

Note 3 – Summary of Significant Accounting Policies, continued

Determine the transaction price of the contract.

3 unchanged sentences

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.

During the three and six months ended June 30, 2025, the Company recognized $ 1.0 million and $ 1.3 million in revenue, respectively.

During the three and six months ended June 30, 2024, the Company recognized $ 46,000 and $ 110,000 in revenue, respectively.

The Company records revenue associated the sales of products, such as PowerBridge transmitter systems and with product development projects that it enters into with certain customers.

For the sales of products, the Company generally records revenue upon shipment of the products or after the terms of any applicable return policy have elapsed.

In general, these product development projects are complex, and the Company does not have certainty about its ability to achieve the project milestones.

3 unchanged sentences

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

Shipping and Handling

The Company reflects the cost of shipping its products to customers as a cost of revenue.

Reimbursements received from customers for freight costs are recognized as product revenue.

Accounts Receivable

1 unchanged sentence

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.

Based on these assessments, the Company did no t record a provision for credit losses on its accounts receivable as of June 30, 2025 and December 31, 2024.

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

The Company did not have a factoring agreement during the three and six months ended June 30, 2025 and 2024.

Note 3 – Summary of Significant Accounting Policies, continued

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

3 unchanged sentences

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.

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

The Company incurred research and development costs of $ 2.3 million and $ 4.5 million during the three and six months ended June 30, 2024, respectively.

Stock-Based Compensation

4 unchanged sentences

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”).

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

6 unchanged sentences

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.

The Company accounts for uncertain tax position in accordance with Topic 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.

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

The guidance from Topic 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.

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) 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,

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 performance share units (“PSUs”).

The computation of diluted loss per share excludes potentially dilutive securities of 1,773,729 shares and 2,010,538 shares for the three and six months ended June 30, 2025 and 2024, respectively, as outlined in the table below, because their inclusion would be anti-dilutive.

For the three and six months ended June 30,

Warrants issued to investors

Options to purchase common stock

Total potentially dilutive securities

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

For the three and six months ended June 30, 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 June 30, 2025, have an exercise price of $ 0.28 per share.

For the three and six months ended June 30, 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 June 30, 2024, had an exercise price of $ 1.66 per share.

Property and Equipment

5 unchanged sentences

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.

Operating lease ROU assets and liabilities are measured and recorded at 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;

5 unchanged sentences

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

Recent Accounting Pronouncements, Not Yet Adopted

14 unchanged sentences

Balance as of

March 31, 2025

June 30, 2025

December 31, 2024

Deposit with contract manufacturer

Prepaid insurance

Refund receivable for stock registration fees

Prepaid and deferred financing costs

Interest receivable

Prepaid subscriptions

Prepaid insurance

Prepaid software and support

2 unchanged sentences

Note 5 – Inventory

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

Below is a summary of the Company’s inventory as of June 30, 2025 and December 31, 2024 (in thousands):

Balance as of

March 31, 2025

June 30, 2025

December 31, 2024

5 unchanged sentences

Balance as of

March 31, 2025

June 30, 2025

December 31, 2024

5 unchanged sentences

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.

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

The Company did no t dispose of any assets during the three and six months ended June 30, 2024.

Total depreciation and amortization expense of the Company’s property and equipment was $ 0.1 million for each of the six months ended June 30, 2025 and 2024, of which, $ 700 and $ 0 were included in cost of revenue for the six months ended June 30, 2025 and 2024, respectively.

Note 7 – Accrued Expenses

1 unchanged sentence

Balance as of

March 31, 2025

June 30, 2025

December 31, 2024

1 unchanged sentence

Accrued legal expenses

Accrued tariffs and value added tax

Accrued interest

9 unchanged sentences

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.

Note 8 – Commitments and Contingencies, continued

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.

1 unchanged sentence

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.

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

The Company recorded lease expense of $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2024, respectively.

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):

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

The Company anticipates having future total lease payments of $ 1.4 million during the period from the third quarter of 2025 to the fourth quarter of 2027.

As of June 30, 2025, the Company has total operating lease ROU assets of $ 1.1 million and operating lease liabilities of $ 1.3 million.

The weighted average remaining lease term is 2.5 years as of June 30, 2025.

A reconciliation of undiscounted cash flows to lease liabilities recognized as of June 30, 2025 is as follows (in thousands):

For the year ending December 31,

2025 (Remaining nine months)

2025 (Remaining six months)

Total future lease payments

1 unchanged sentence

Total operating lease liabilities

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

5 unchanged sentences

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.

The Company did no t record any expense during the three and six months ended June 30, 2025 or for the three and six months ended June 30, 2024 under the 2024 Bonus Plan.

The Company did not have any outstanding amount accrued as of June 30, 2025 under the 2024 Bonus Plan.

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.

Note 8 – Commitments and Contingencies, continued

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.

The Company accrued $ 0.5 million in bonus expense under the 2025 Bonus Plan as of June 30, 2025, which the Company plans to pay during the first quarter of 2026.

Severance and Change in Control Agreement

2 unchanged sentences

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.

Note 8 – Commitments and Contingencies, continued

Executive Transition – Cesar Johnston

8 unchanged sentences

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.

The Company reversed $ 0.3 million in accrued severance during the three months ended June 30, 2024, as a result of a negotiated settlement and payroll taxes.

The Company, therefore, recorded expense of $ 1.2 million in total severance expense pertaining to Mr.

Johnston’s departure during the six months ended June 30, 2024.

As of June 30, 2025, the Company had accrued unpaid severance expense related to COBRA reimbursements of approximately $ 10,000 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.

On April 29, 2025, the Company financed approximately $ 308,000 in business insurance premiums to be repaid in nine installments of approximately $ 35,000 with a borrowing rate of 6.99 %.

As of June 30, 2025, the Company had an outstanding balance of approximately $ 241,000 on the financing for its insurance premiums.

Agile Subordinated Loan Agreement

1 unchanged sentence

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 .

Note 9 – Short-term Debt , continued

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 Amended Loan Agreement provided 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 was repaid in weekly payments of approximately $ 39,000 and fully repaid before the maturity date of July 17, 2025 on July 7, 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 .

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

As of June 30, 2025, the Company had a short-term loan payable balance of approximately $ 0.1 million.

The Company recorded interest expense of approximately $ 0.1 million and $ 0.2 million related to the Amended Loan Agreement during the three and six months ended June 30, 2025.

The payment multiplier on the current loan was 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 .

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

As of June 30, 2025, the unamortized debt discount was $ 5,000 .

On July 7, 2025, the Company paid off the remaining balance of its short-term loan (see Note 15 – Subsequent Events).

Note 10 – Capital Stock and Warrants

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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”).

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 $ 0.28 as of June 30, 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 ”) 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.

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

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 an At the Market Offering Agreement, dated June 21, 2024, between the Company and H.C.

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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.

On December 30, 2024, the Company filed a prospectus supplement for the issuance and sale of an additional $ 7.46 million in shares of common stock under 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 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.

On January 6, 2025, the Company filed a prospectus supplement for the issuance and sale of an additional $ 6.6 million in shares of common stock under the ATM Program.

On February 13, 2025, the Company filed a prospectus supplement for the issuance and sale of an additional $ 80.0 million in shares of common stock under the ATM Program.

During the three months ended June 30, 2025, the Company sold 6,793,371 shares of its common stock for net proceeds of approximately $ 2.0 million (net of commissions and related offering expenses of approximately $ 0.1 million) under the ATM Program.

During the six months ended June 30, 2025, the Company sold 8,912,271 shares of its common stock under the ATM Program for net proceeds of approximately $ 2.5 million (net of commissions and other related offering expenses of approximately $ 0.3 million) under the ATM Program.

As of June 30, 2025, approximately $ 77.2 million in shares of common stock remained available for issuance under the ATM Program, subject to availability of authorized shares.

Regulation A Offering

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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.

Upon termination of the Regulation A Offering, the Company recorded a one-time total write-off of $ 0.7 million as expenses related to an abandoned financing transaction during the three months ended March 31, 2025.

Note 10 – Capital Stock and Warrants, continued

Common Stock Outstanding

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

March 31, 2025

March 31, 2024

Stock options outstanding

June 30, 2025

June 30, 2024

RSUs outstanding

Warrants outstanding

Shares available for issuance under the 2013 Equity Incentive Plan

Shares available for issuance under the 2014 Non-employee Equity Compensation Plan

Shares available for issuance under the 2015 Performance Share Unit Plan

Shares available for issuance under the 2017 Equity Inducement Plan

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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.

As of June 30, 2025, there are 38,262 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.

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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.

On June 11, 2025, the Company’s stockholders approved an increase of the available share reserve under the 2024 Equity Incentive Plan by 2,000,000 shares.

As of June 30, 2025, there are 302,558 unvested RSUs outstanding under the 2024 Equity Incentive Plan.

As of June 30, 2025, 2,345,081 shares of common stock remain available for issuance under the 2024 Equity Incentive Plan.

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 .

Stock Option Activity

No stock options were granted during the three or six months ended June 30, 2025 and 2024.

There was no stock option activity during the three or six months ended June 30, 2025.

As of June 30, 2025, there were no stock options outstanding, and the unamortized fair value of stock options was $ 0 .

Restricted Stock Units (“RSUs”)

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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.

No RSU awards were granted during the three months ended June 30, 2025.

As of June 30, 2025, the unamortized fair value of outstanding RSUs was $ 0.3 million.

The unamortized amount will be expensed over a weighted average period of 2.8 years.

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

Outstanding at January 1, 2025

A summary of the activity related to RSUs for the six months ended June 30, 2025 is presented below:

Outstanding as of January 1, 2025

RSUs forfeited

Outstanding at March 31, 2025

Outstanding as of June 30, 2025

Employee Stock Purchase Plan

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.

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

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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:

The final shares purchased under the ESPP were deemed delivered 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 six months ended June 30, 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 Company did not recognize any compensation expense for the ESPP during the three and six months ended June 30, 2025.

The Company recognized compensation expense for the ESPP of approximately $( 16,000 ) and $ 3,000 for the three and six months ended June 30, 2024, respectively.

Note 11 – Stock-Based Compensation, continued

The Company estimated the fair value of ESPP purchase options granted during the six months ended June 30, 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,

For the six months ended June 30,

Dividend yield

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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 March 31,

Three Months Ended June 30,

For the six months ended June 30,

Research and development

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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;

As of June 30, 2025, the exercise price was adjusted to $ 0.28 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”).

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 of 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.

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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.

Note 12 – Warrant Liability, continued

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.

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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.

As of June 30, 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 million and $ 0.3 million for the three and six months ended June 30, 2025, respectively.

The Company recorded a change in fair value of the warrant liability of a decrease of $ 0.3 million for both the three and six months ended June 30, 2024.

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

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 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 June 30, 2025

Cash equivalents

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Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield.

Note 13 – Fair Value Measurements, continued

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

As of March 31,

As of June 30, 2025

As of December 31, 2024

Exercise price

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Dividend yield

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

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)

The change in the fair value of the 2023 Warrant liability was a decrease of $ 0.3 million during the six months ended June 30, 2025.

The change in fair value of the 2023 Warrant liability was $ 0.3 million during the six months ended June 30, 2024 (see Note 12 – Warrant Liability).

For the six months ended June 30,

Beginning value

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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.

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

Two customers accounted for approximately 87 % of the Company’s revenue for the three months ended June 30, 2024, and three customers accounted for 78 % of the Company’s revenue for the six months ended June 30, 2024.

Two customers accounted for approximately 89 % of the Company’s accounts receivable balance as of June 30, 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.

From July 1, 2025 to July 28, 2025, the Company settled sales of 4,400,169 shares of common stock for net proceeds of approximately $ 1.7 million under the ATM Program.

On July 7, 2025, the Company made an early pay off its short-term debt with Agile Capital Funding, LLC and Agile Lending, LLC (see Note 9 – Short-term Debt, Agile Subordinated Loan Agreement ).

No further obligations are due under this loan agreement.

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