10-Q 1 watt-20240930x10q.htm 10-Q
000001575793--12-312024Q300000000007774275547112151000P3MP3Mfalse0001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:CommonStockMember2023-01-012023-12-310001575793us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2024-09-300001575793watt:WarrantsTwoThousandTwentyThreeMember2024-09-300001575793us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001575793srt:MaximumMemberus-gaap:SubordinatedDebtMemberus-gaap:SubsequentEventMember2024-10-112024-10-110001575793srt:MaximumMemberus-gaap:SubsequentEventMemberwatt:RegulationOfferingMember2024-10-112024-10-110001575793us-gaap:SubordinatedDebtMemberus-gaap:SubsequentEventMember2024-10-1100015757932024-06-012024-06-300001575793watt:SanJoseCaliforniaMember2022-10-012022-10-310001575793watt:CommonStockAtExercisePriceOf2.00PerShareMemberus-gaap:SubordinatedDebtMemberus-gaap:SubsequentEventMember2024-10-112024-10-110001575793watt:CommonStockAtExercisePriceOf1.50PerShareMemberus-gaap:SubordinatedDebtMemberus-gaap:SubsequentEventMember2024-10-112024-10-110001575793us-gaap:SubordinatedDebtMemberus-gaap:WarrantMemberus-gaap:SubsequentEventMember2024-10-112024-10-110001575793watt:SeriesConvertiblePreferredStockMemberus-gaap:SubsequentEventMemberwatt:RegulationOfferingMember2024-10-112024-10-110001575793srt:MaximumMemberwatt:SanJoseCaliforniaMember2022-10-012022-10-310001575793watt:SanJoseCaliforniaMember2024-07-312024-07-310001575793watt:PriorAtMarketProgramMember2023-01-012023-03-310001575793watt:PriorAtMarketProgramMember2022-01-012022-12-310001575793watt:PriorAtMarketProgramMember2021-01-012021-12-310001575793watt:StrategicAllianceAgreementMember2016-11-012016-11-300001575793srt:ChiefExecutiveOfficerMemberwatt:AmendedAndRestatedSeveranceAndChangeInControlAgreementMember2024-03-242024-03-240001575793srt:MaximumMemberwatt:NewTermLoanMemberus-gaap:SubordinatedDebtMemberus-gaap:SubsequentEventMember2024-11-050001575793srt:MaximumMemberus-gaap:SubordinatedDebtMemberus-gaap:SubsequentEventMember2024-10-010001575793watt:AtTheMarketProgramMember2024-09-300001575793us-gaap:RestrictedStockUnitsRSUMemberwatt:TwoThousandsSeventeenEquityInducementPlanMember2024-09-300001575793watt:EmployeeStockPurchasePlanMember2024-09-300001575793watt:PerformanceSharesUnitPlan2015Member2024-09-3000015757932020-10-012020-12-3100015757932020-07-012020-09-300001575793srt:ChiefExecutiveOfficerMemberwatt:AmendedAndRestatedSeveranceAndChangeInControlAgreementMember2024-09-300001575793watt:MrWilliamManninaMember2024-09-300001575793srt:MinimumMemberwatt:ExecutiveOfficersAndVicePresidentsMemberwatt:AmendedAndRestatedSeveranceAndChangeInControlAgreementMember2024-05-302024-05-300001575793srt:MaximumMemberwatt:ExecutiveOfficersAndVicePresidentsMemberwatt:AmendedAndRestatedSeveranceAndChangeInControlAgreementMember2024-05-302024-05-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedTermMember2024-09-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedTermMember2024-06-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedTermMember2024-03-310001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedTermMember2023-09-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedTermMember2023-06-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedTermMember2023-03-310001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMember2024-09-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMember2024-09-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2024-09-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMember2024-09-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExercisePriceMember2024-09-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMember2024-06-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMember2024-06-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2024-06-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMember2024-06-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExercisePriceMember2024-06-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMember2024-03-310001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMember2024-03-310001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2024-03-310001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMember2024-03-310001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExercisePriceMember2024-03-310001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMember2023-09-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMember2023-09-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2023-09-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMember2023-09-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExercisePriceMember2023-09-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMember2023-06-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMember2023-06-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2023-06-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMember2023-06-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExercisePriceMember2023-06-300001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMember2023-03-310001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMember2023-03-310001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2023-03-310001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMember2023-03-310001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExercisePriceMember2023-03-310001575793watt:WarrantsTwoThousandTwentyThreeMember2023-12-310001575793us-gaap:SubordinatedDebtMemberus-gaap:SubsequentEventMember2024-11-050001575793us-gaap:CommonStockMember2024-07-012024-09-300001575793us-gaap:CommonStockMember2024-04-012024-06-300001575793us-gaap:CommonStockMember2024-01-012024-03-310001575793us-gaap:CommonStockMember2023-07-012023-09-300001575793us-gaap:CommonStockMember2023-01-012023-03-310001575793us-gaap:SubordinatedDebtMemberwatt:SeriesConvertiblePreferredStockMemberus-gaap:SubsequentEventMember2024-10-112024-10-110001575793us-gaap:CommonStockMember2023-04-012023-06-3000015757932023-06-142023-06-1400015757932023-08-152023-08-150001575793srt:MaximumMember2023-06-142023-06-140001575793us-gaap:RetainedEarningsMember2024-09-300001575793us-gaap:AdditionalPaidInCapitalMember2024-09-300001575793us-gaap:RetainedEarningsMember2024-06-300001575793us-gaap:AdditionalPaidInCapitalMember2024-06-3000015757932024-06-300001575793us-gaap:RetainedEarningsMember2024-03-310001575793us-gaap:AdditionalPaidInCapitalMember2024-03-3100015757932024-03-310001575793us-gaap:RetainedEarningsMember2023-12-310001575793us-gaap:AdditionalPaidInCapitalMember2023-12-310001575793us-gaap:RetainedEarningsMember2023-09-300001575793us-gaap:AdditionalPaidInCapitalMember2023-09-300001575793us-gaap:RetainedEarningsMember2023-06-300001575793us-gaap:AdditionalPaidInCapitalMember2023-06-3000015757932023-06-300001575793us-gaap:RetainedEarningsMember2023-03-310001575793us-gaap:AdditionalPaidInCapitalMember2023-03-3100015757932023-03-310001575793us-gaap:RetainedEarningsMember2022-12-310001575793us-gaap:AdditionalPaidInCapitalMember2022-12-310001575793us-gaap:CommonStockMember2024-09-300001575793us-gaap:CommonStockMember2024-06-300001575793us-gaap:CommonStockMember2024-03-310001575793us-gaap:CommonStockMember2023-12-310001575793us-gaap:CommonStockMember2023-09-300001575793us-gaap:CommonStockMember2023-06-300001575793us-gaap:CommonStockMember2023-03-310001575793us-gaap:CommonStockMember2022-12-310001575793srt:MinimumMemberwatt:EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockOptionMember2024-09-300001575793srt:MaximumMemberwatt:EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockOptionMember2024-09-300001575793srt:MinimumMemberwatt:EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockOptionMember2023-09-300001575793srt:MaximumMemberwatt:EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockOptionMember2023-09-300001575793srt:ChiefExecutiveOfficerMemberus-gaap:EmployeeStockOptionMember2022-02-012022-02-280001575793us-gaap:EmployeeStockOptionMember2024-07-012024-09-300001575793us-gaap:EmployeeStockOptionMember2023-07-012023-09-300001575793us-gaap:EmployeeStockOptionMember2023-01-012023-09-300001575793us-gaap:EmployeeStockOptionMember2022-02-012022-02-280001575793srt:ChiefExecutiveOfficerMemberus-gaap:EmployeeStockOptionMember2024-03-262024-03-260001575793us-gaap:EmployeeStockOptionMember2024-01-012024-09-300001575793us-gaap:EmployeeStockOptionMember2023-01-012023-12-310001575793us-gaap:EmployeeStockOptionMember2023-12-310001575793watt:TwoThousandTwentyFourEquityIncentivePlanMember2024-06-120001575793srt:MinimumMemberwatt:EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockOptionMember2024-01-012024-09-300001575793srt:MaximumMemberwatt:EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockOptionMember2024-01-012024-09-300001575793srt:MinimumMemberwatt:EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockOptionMember2023-01-012023-09-300001575793srt:MaximumMemberwatt:EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockOptionMember2023-01-012023-09-300001575793watt:EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockOptionMember2024-01-012024-09-300001575793watt:EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockOptionMember2023-01-012023-09-300001575793srt:ChiefExecutiveOfficerMemberus-gaap:RestrictedStockUnitsRSUMember2024-03-262024-03-260001575793srt:MaximumMemberus-gaap:PerformanceSharesMembersrt:ChiefExecutiveOfficerMember2024-01-012024-12-310001575793srt:MaximumMemberus-gaap:PerformanceSharesMembersrt:ChiefExecutiveOfficerMember2023-01-012023-12-310001575793srt:MaximumMemberus-gaap:PerformanceSharesMembersrt:ChiefExecutiveOfficerMember2022-01-012022-12-310001575793us-gaap:PerformanceSharesMemberwatt:PerformanceSharesUnitPlan2015Member2024-01-012024-09-300001575793us-gaap:PerformanceSharesMembersrt:ChiefExecutiveOfficerMember2022-07-202022-07-200001575793us-gaap:PerformanceSharesMembersrt:ChiefExecutiveOfficerMember2022-01-012022-12-310001575793watt:EmployeeStockPurchasePlanMember2015-04-012015-04-3000015757932022-02-012022-02-280001575793watt:EmployeeMemberus-gaap:RestrictedStockUnitsRSUMemberus-gaap:CommonStockMember2024-01-012024-09-300001575793us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2024-01-012024-09-300001575793us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedPaymentArrangementEmployeeMember2024-01-012024-09-300001575793watt:PriorAtMarketProgramMember2024-01-012024-09-300001575793watt:MrWilliamManninaMember2023-07-202023-07-200001575793watt:ProductDevelopmentProjectsRevenueMember2024-07-012024-09-300001575793us-gaap:TechnologyServiceMember2024-07-012024-09-300001575793watt:ProductDevelopmentProjectsRevenueMember2024-01-012024-09-300001575793us-gaap:TechnologyServiceMember2024-01-012024-09-300001575793watt:ProductDevelopmentProjectsRevenueMember2023-07-012023-09-300001575793us-gaap:TechnologyServiceMember2023-07-012023-09-300001575793watt:ProductDevelopmentProjectsRevenueMember2023-01-012023-09-300001575793us-gaap:TechnologyServiceMember2023-01-012023-09-300001575793srt:MaximumMemberwatt:AtTheMarketProgramMember2024-06-212024-06-210001575793srt:MaximumMemberwatt:PriorAtMarketProgramMember2021-10-042021-10-040001575793srt:MaximumMemberwatt:PriorAtMarketProgramMember2020-09-242020-09-2400015757932023-03-282023-03-2800015757932021-12-162021-12-160001575793srt:MaximumMember2020-09-242020-09-240001575793us-gaap:SubsequentEventMemberwatt:AtTheMarketProgramMember2024-10-012024-11-120001575793watt:AtTheMarketProgramMember2024-07-012024-09-3000015757932024-02-202024-02-200001575793watt:AtTheMarketProgramMember2024-01-012024-09-300001575793us-gaap:SubordinatedDebtMemberwatt:SeriesConvertiblePreferredStockMemberus-gaap:SubsequentEventMember2024-10-110001575793watt:AtTheMarketMember2024-07-012024-09-300001575793watt:SaleOfCommonStockMember2024-01-012024-03-310001575793watt:AtTheMarketMember2024-01-012024-03-310001575793watt:AtTheMarketMember2023-07-012023-09-300001575793watt:SaleOfCommonStockMember2023-01-012023-03-310001575793watt:AtTheMarketMember2023-01-012023-03-3100015757932024-07-310001575793watt:SanJoseCaliforniaMember2024-07-012024-09-300001575793watt:SanJoseCaliforniaMember2024-01-012024-09-300001575793watt:SanJoseCaliforniaMember2023-07-012023-09-300001575793watt:SanJoseCaliforniaMember2023-01-012023-09-300001575793us-gaap:RetainedEarningsMember2024-07-012024-09-300001575793us-gaap:RetainedEarningsMember2024-04-012024-06-300001575793us-gaap:RetainedEarningsMember2024-01-012024-03-310001575793us-gaap:RetainedEarningsMember2023-07-012023-09-300001575793us-gaap:RetainedEarningsMember2023-04-012023-06-300001575793us-gaap:RetainedEarningsMember2023-01-012023-03-310001575793us-gaap:AccountingStandardsUpdate201602Member2024-09-300001575793watt:SanJoseCaliforniaMember2024-01-010001575793watt:SanJoseCaliforniaMember2022-05-200001575793srt:ExecutiveOfficerMember2023-07-012023-09-300001575793srt:ExecutiveOfficerMemberwatt:AccruedExpensesMember2023-01-012023-12-310001575793srt:ExecutiveOfficerMember2023-01-012023-09-3000015757932023-01-012023-12-310001575793watt:WarrantsTwoThousandTwentyThreeMember2024-07-012024-09-300001575793watt:WarrantsTwoThousandTwentyThreeMember2024-01-012024-09-300001575793watt:WarrantsTwoThousandTwentyThreeMember2023-07-012023-09-300001575793watt:WarrantsTwoThousandTwentyThreeMember2023-01-012023-09-300001575793us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300001575793us-gaap:SubordinatedDebtMemberus-gaap:SubsequentEventMember2024-10-012024-10-010001575793watt:NewTermLoanMemberus-gaap:SubordinatedDebtMemberus-gaap:SubsequentEventMember2024-11-052024-11-050001575793us-gaap:SubsequentEventMember2024-11-052024-11-050001575793us-gaap:SubsequentEventMember2024-10-012024-10-010001575793watt:NewTermLoanMemberus-gaap:SubordinatedDebtMemberus-gaap:SubsequentEventMember2024-11-050001575793us-gaap:SubordinatedDebtMemberus-gaap:SubsequentEventMember2024-10-010001575793watt:TwoCustomerMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2024-07-012024-09-300001575793watt:TwoCustomerMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-09-300001575793watt:TwoCustomerMemberus-gaap:AccountsReceivableMemberus-gaap:CreditConcentrationRiskMember2024-01-012024-09-300001575793watt:ThreeCustomerMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2023-07-012023-09-300001575793watt:TwoCustomerMemberus-gaap:AccountsReceivableMemberus-gaap:CreditConcentrationRiskMember2023-01-012023-12-310001575793watt:ThreeCustomerMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2023-01-012023-09-300001575793watt:TwoThousandTwentyFourEquityIncentivePlanMember2024-09-300001575793watt:EmployeeStockPurchasePlanMember2024-09-300001575793us-gaap:WarrantMember2024-09-300001575793us-gaap:RestrictedStockUnitsRSUMember2024-09-300001575793watt:EmployeeStockPurchasePlanMember2024-06-120001575793watt:TwoThousandsSeventeenEquityInducementPlanMember2024-03-280001575793watt:TwoThousandThirteenEquityIncentivePlanMember2023-12-310001575793watt:TwoThousandsSeventeenEquityInducementPlanMember2023-12-310001575793watt:TwoThousandAndFifteenPerformanceShareUnitPlanMember2023-12-310001575793watt:NonemployeeEquityCompensationPlans2014Member2023-12-310001575793watt:EmployeeStockPurchasePlanMember2023-12-310001575793us-gaap:WarrantMember2023-12-310001575793us-gaap:RestrictedStockUnitsRSUMember2023-12-310001575793us-gaap:EmployeeStockOptionMember2023-12-310001575793watt:TwoThousandsSeventeenEquityInducementPlanMember2022-07-200001575793us-gaap:RestrictedStockUnitsRSUMemberwatt:TwoThousandsSeventeenEquityInducementPlanMember2017-12-280001575793watt:EmployeeStockPurchasePlanMember2015-04-300001575793watt:CommonStockOrPreFundedWarrantMember2024-02-150001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:CommonStockMember2023-03-3100015757932023-03-280001575793watt:CommonStockAtExercisePriceOf2.00PerShareMemberus-gaap:SubordinatedDebtMemberus-gaap:SubsequentEventMember2024-10-110001575793watt:CommonStockAtExercisePriceOf1.50PerShareMemberus-gaap:SubordinatedDebtMemberus-gaap:SubsequentEventMember2024-10-110001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:CommonStockMember2024-09-300001575793us-gaap:WarrantMemberwatt:ExpiringOnMarchTwentyEightTwoThousandTwentyNineMember2024-09-300001575793us-gaap:WarrantMemberwatt:ExpiringOnFebruaryTwentyTwoThousandTwentyNineMember2024-09-300001575793us-gaap:WarrantMember2024-09-300001575793watt:PreFundedWarrantMember2024-02-1500015757932024-02-150001575793watt:WarrantsTwoThousandTwentyThreeMemberus-gaap:CommonStockMember2023-12-310001575793us-gaap:WarrantMember2023-12-310001575793us-gaap:WarrantMemberwatt:ExpiringOnMarchTwentyEightTwoThousandTwentyNineMember2023-09-300001575793us-gaap:WarrantMemberwatt:ExpiringOnMarchFirstTwoThousandTwentyFourMember2023-09-3000015757932023-09-3000015757932022-12-310001575793us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-09-300001575793us-gaap:FairValueMeasurementsRecurringMember2024-09-300001575793us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001575793us-gaap:FairValueMeasurementsRecurringMember2023-12-310001575793us-gaap:WarrantMemberwatt:ExpiringOnMarchTwentyEightTwoThousandTwentyNineMember2024-07-012024-09-300001575793us-gaap:WarrantMemberwatt:ExpiringOnFebruaryTwentyTwoThousandTwentyNineMember2024-07-012024-09-300001575793us-gaap:WarrantMember2024-07-012024-09-300001575793us-gaap:RestrictedStockUnitsRSUMember2024-07-012024-09-300001575793us-gaap:WarrantMemberwatt:ExpiringOnMarchTwentyEightTwoThousandTwentyNineMember2024-01-012024-09-300001575793us-gaap:WarrantMemberwatt:ExpiringOnFebruaryTwentyTwoThousandTwentyNineMember2024-01-012024-09-300001575793us-gaap:WarrantMember2024-01-012024-09-300001575793us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300001575793us-gaap:WarrantMemberwatt:ExpiringOnMarchTwentyEightTwoThousandTwentyNineMember2023-07-012023-09-300001575793us-gaap:WarrantMemberwatt:ExpiringOnMarchFirstTwoThousandTwentyFourMember2023-07-012023-09-300001575793us-gaap:WarrantMember2023-07-012023-09-300001575793us-gaap:RestrictedStockUnitsRSUMember2023-07-012023-09-300001575793us-gaap:PerformanceSharesMember2023-07-012023-09-300001575793us-gaap:EmployeeStockOptionMember2023-07-012023-09-300001575793us-gaap:WarrantMemberwatt:ExpiringOnMarchTwentyEightTwoThousandTwentyNineMember2023-01-012023-09-300001575793us-gaap:WarrantMemberwatt:ExpiringOnMarchFirstTwoThousandTwentyFourMember2023-01-012023-09-300001575793us-gaap:WarrantMember2023-01-012023-09-300001575793us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-09-300001575793us-gaap:PerformanceSharesMember2023-01-012023-09-300001575793us-gaap:EmployeeStockOptionMember2023-01-012023-09-3000015757932023-01-012023-09-300001575793srt:ChiefExecutiveOfficerMemberus-gaap:RestrictedStockUnitsRSUMember2024-07-012024-09-300001575793srt:ChiefExecutiveOfficerMemberus-gaap:EmployeeStockOptionMember2024-07-012024-09-300001575793watt:EmployeeStockPurchasePlanMember2024-07-012024-09-300001575793us-gaap:SellingAndMarketingExpenseMember2024-07-012024-09-300001575793us-gaap:ResearchAndDevelopmentExpenseMember2024-07-012024-09-300001575793us-gaap:GeneralAndAdministrativeExpenseMember2024-07-012024-09-300001575793srt:ChiefExecutiveOfficerMemberwatt:AmendedAndRestatedSeveranceAndChangeInControlAgreementMember2024-01-012024-09-300001575793srt:ChiefExecutiveOfficerMemberus-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300001575793srt:ChiefExecutiveOfficerMemberus-gaap:EmployeeStockOptionMember2024-01-012024-09-300001575793watt:SeveranceExpenseMember2024-01-012024-09-300001575793watt:EmployeeStockPurchasePlanMember2024-01-012024-09-300001575793us-gaap:SellingAndMarketingExpenseMember2024-01-012024-09-300001575793us-gaap:ResearchAndDevelopmentExpenseMember2024-01-012024-09-300001575793us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-09-300001575793watt:EmployeeStockPurchasePlanMember2023-07-012023-09-300001575793us-gaap:SellingAndMarketingExpenseMember2023-07-012023-09-300001575793us-gaap:ResearchAndDevelopmentExpenseMember2023-07-012023-09-300001575793us-gaap:GeneralAndAdministrativeExpenseMember2023-07-012023-09-300001575793watt:EmployeeStockPurchasePlanMember2023-01-012023-09-300001575793us-gaap:SellingAndMarketingExpenseMember2023-01-012023-09-300001575793us-gaap:ResearchAndDevelopmentExpenseMember2023-01-012023-09-300001575793us-gaap:GeneralAndAdministrativeExpenseMember2023-01-012023-09-300001575793us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001575793us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-3000015757932024-04-012024-06-300001575793us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-3100015757932024-01-012024-03-310001575793us-gaap:AdditionalPaidInCapitalMember2023-07-012023-09-3000015757932023-07-012023-09-300001575793us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-3000015757932023-04-012023-06-300001575793us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-3100015757932023-01-012023-03-3100015757932024-09-3000015757932023-12-3100015757932024-07-012024-09-3000015757932024-11-0700015757932024-01-012024-09-30xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:purewatt:segmentwatt:customerwatt:Voteiso4217:USDwatt:item

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Graphic

COMMISSION FILE NUMBER 001-36379

ENERGOUS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

    

46-1318953

(State of incorporation)

(I.R.S. Employer Identification No.)

3590 North First Street, Suite 210, San Jose, CA 95134

(Address of principal executive office) (Zip code)

(408963-0200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading
Symbol(s)

    

Name of each exchange on which registered

Common Stock, $0.00001 par value

WATT

The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes    No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes           No 

As of November 7, 2024, there were 8,786,374 shares of our Common Stock, par value $0.00001 per share, outstanding.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Energous Corporation

CONDENSED BALANCE SHEETS

(in thousands, except share and per share amounts)

As of

    

September 30, 2024

    

December 31, 2023

 

(unaudited)

    

(1)

ASSETS

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

1,451

$

13,876

Restricted cash

60

Accounts receivable, net

 

152

 

102

Inventory

 

737

 

430

Prepaid expenses and other current assets

 

511

 

539

Total current assets

 

2,851

 

15,007

Property and equipment, net

 

404

 

429

Operating lease right-of-use assets

 

695

 

1,240

Total assets

$

3,950

$

16,676

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

Current liabilities:

 

 

Accounts payable

$

1,538

$

1,879

Accrued expenses

 

956

 

1,254

Accrued severance expense

 

37

 

134

Warrant liability

 

207

 

620

Operating lease liabilities, current portion

 

767

 

707

Deferred revenue

 

11

 

27

Total current liabilities

 

3,516

 

4,621

Operating lease liabilities, long-term portion

 

 

557

Total liabilities

 

3,516

 

5,178

Commitments and contingencies (Note 6)

 

 

Stockholders’ equity:

 

 

Preferred Stock, $0.00001 par value, 10,000,000 shares authorized as of September 30, 2024 and December 31, 2023; no shares issued or outstanding as of September 30, 2024 and December 31, 2023.

 

 

Common Stock, $0.00001 par value, 200,000,000 shares authorized as of September 30, 2024 and December 31, 2023; 7,774,275 and 5,471,121 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

 

1

 

1

Additional paid-in capital

 

396,744

 

393,539

Accumulated deficit

 

(396,311)

 

(382,042)

Total stockholders’ equity

 

434

 

11,498

Total liabilities and stockholders’ equity

$

3,950

$

16,676

(1)The condensed balance sheet as of December 31, 2023 was derived from the audited balance sheet as of that date.

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

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

3

Energous Corporation

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per share amounts)

    

For the Three Months Ended September 30, 

    

For the Nine Months Ended September 30, 

2024

    

2023

2024

    

2023

Revenue

$

230

$

169

$

340

$

383

Costs and expenses:

 

 

 

 

Cost of revenue

 

306

 

48

 

537

 

270

Research and development

 

1,701

 

2,460

 

6,489

 

8,419

Sales and marketing

 

699

 

774

 

2,391

 

3,074

General and administrative

 

1,022

 

1,699

 

4,443

 

5,764

Severance expense

 

83

 

269

 

1,377

 

359

Total costs and expenses

 

3,811

 

5,250

 

15,237

 

17,886

Loss from operations

 

(3,581)

 

(5,081)

 

(14,897)

 

(17,503)

Other income (expense), net:

 

 

 

 

Offering costs related to warrant liability

 

 

 

 

(592)

Change in fair value of warrant liability

 

159

 

788

 

413

 

2,685

Interest income

 

10

 

179

 

215

 

648

Total other income (expense), net

 

169

 

967

 

628

 

2,741

Net loss

$

(3,412)

$

(4,114)

$

(14,269)

$

(14,762)

Basic and diluted loss per common share

$

(0.50)

$

(0.86)

$

(2.21)

$

(3.30)

Weighted average shares outstanding, basic and diluted

 

6,834,170

 

4,762,187

 

6,446,274

 

4,467,436

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

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

4

Energous Corporation

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

(in thousands, except for share amounts)

    

    

    

Additional

    

    

Total

Common Stock

Paid-in

Accumulated

Stockholders’

Shares

    

Amount

Capital

Deficit

Equity

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 - restricted stock units (“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 at-the-market (“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

Stock-based compensation - RSUs

159

159

Stock-based compensation - ESPP

(16)

(16)

Issuance of shares for RSUs

14,371

Net refunds due to ESPP participants

3,750

(33)

(33)

Pre-funded warrants exercised

450,409

Net loss

(4,258)

(4,258)

Balance as of June 30, 2024

6,554,296

1

395,906

(392,899)

3,008

Stock-based compensation - RSUs

128

128

Stock-based compensation - ESPP

1

1

Issuance of shares for RSUs

2,811

Proceeds from contributions to the ESPP

5

5

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

1,217,168

704

704

Net loss

(3,412)

(3,412)

Balance as of September 30, 2024

7,774,275

$

1

$

396,744

$

(396,311)

$

434

Additional

Total

    

Common Stock

    

Paid-in

    

Accumulated

    

Stockholders’

Shares

    

Amount

Capital

Deficit

Equity

Balance as of January 1, 2023

3,947,267

$

1

$

387,320

$

(362,675)

$

24,646

Stock-based compensation - options

 

 

 

21

 

 

21

Stock-based compensation - RSUs

 

 

 

476

 

 

476

Stock-based compensation - ESPP

 

 

 

25

 

 

25

Issuance of shares for RSUs

 

9,347

 

 

 

 

Proceeds from contributions to the ESPP

 

 

 

65

 

 

65

Issuance of shares in an ATM placement, net of $69 in issuance costs

 

182,511

 

 

2,675

 

 

2,675

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

 

412,500

 

 

134

 

 

134

Net loss

 

 

 

 

(6,653)

 

(6,653)

Balance as of March 31, 2023

4,551,625

1

390,716

(369,328)

21,389

Stock-based compensation - options

21

21

Stock-based compensation - RSUs

456

456

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

11

11

Stock-based compensation - ESPP

16

16

Issuance of shares for RSUs

34,075

Proceeds from contributions to the ESPP

16,341

1

1

Net loss

(3,995)

(3,995)

Balance as of June 30, 2023

4,602,041

1

391,221

(373,323)

17,899

Stock-based compensation - options

22

22

Stock-based compensation - RSUs

341

341

Stock-based compensation - PSUs

5

5

Stock-based compensation - ESPP

1

1

Issuance of shares for RSUs

11,249

Proceeds from contributions to the ESPP

3

3

Cash in lieu of fractional shares from reverse stock split

(1,857)

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

435,561

883

883

Net loss

(4,114)

(4,114)

Balance as of September 30, 2023

 

5,046,994

$

1

$

392,476

$

(377,437)

$

15,040

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

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

5

Energous Corporation

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

    

For the Nine Months Ended

September 30, 

2024

    

2023

Cash flows from operating activities:

 

  

 

  

Net loss

$

(14,269)

$

(14,762)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Depreciation and amortization

 

148

 

138

Stock-based compensation

 

676

 

1,395

Inventory net realizable value adjustment

 

 

166

Allowance for credit losses

 

 

(13)

Change in fair value of warrant liability

 

(413)

 

(2,685)

Offering costs allocated to warrants

 

 

592

Changes in operating assets and liabilities:

 

 

Accounts receivable, net

 

(50)

 

36

Inventory

 

(307)

 

(260)

Prepaid expenses and other current assets

 

28

 

(69)

Operating lease right-of-use assets

489

548

Accounts payable

 

(341)

 

(132)

Accrued expenses

 

(298)

 

(117)

Accrued severance expense

 

(97)

 

(214)

Operating lease liabilities

 

(441)

 

(534)

Deferred revenue

 

(16)

 

(5)

Net cash used in operating activities

 

(14,891)

 

(15,916)

Cash flows from investing activities:

 

 

Purchases of property and equipment

 

(123)

 

(97)

Net cash used in investing activities

 

(123)

 

(97)

Cash flows from financing activities:

 

 

Net proceeds from an ATM offering

 

751

 

3,558

Net proceeds from a sale of common stock and warrant issuance

 

1,770

 

2,677

Proceeds from contributions to the ESPP

 

8

 

70

Net cash provided by financing activities

 

2,529

 

6,305

Net decrease in cash, cash equivalents and restricted cash

 

(12,485)

 

(9,708)

Cash, cash equivalents and restricted cash - beginning

 

13,936

 

26,287

Cash, cash equivalents and restricted cash - ending

$

1,451

$

16,579

Supplemental disclosure of non-cash investing and financing activities:

 

  

 

  

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

$

51

$

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

$

5

$

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

6

Note 1 - Business Organization, Nature of Operations

Description of Business

Energous Corporation d/b/a Energous Wireless Power Solutions (the “Company”) has developed scalable, over-the-air wireless power networks (“WPN”) technology, consisting of semiconductor chipsets, software controls, hardware designs and antennas, that enable radio frequency (“RF”) based charging for Internet of Things (“IoT”) devices. The WPN technology has a broad spectrum of capabilities to enable the next generation of wireless power networks, delivering power and data in a seamless device portfolio, enabling unprecedented levels of visibility, control, and intelligent business automation. This includes near field and at-a-distance wireless charging with multiple power levels at various distances. The Company’s wireless power transmitter and receiver technologies deliver continuous access to wireless power, helping drive a new generation of battery-free devices for asset and inventory tracking and management – from retail sensors, electronic shelf labels, and asset trackers, to air quality monitors, motion detectors, and more.

The Company believes its technology is innovative in its approach, in that the Company is developing solutions that charge IoT devices using RF technology. To date, the Company has developed and released to production multiple transmitters and receivers, including prototypes and partner production designs. The transmitters vary based on form, factor and power specifications and frequencies, while the receivers are designed to support a myriad of wireless charging applications including:

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 end product featuring the Company’s technology entered the market in 2019. The Company started shipping its first at-a-distance wireless PowerBridges for commercial IoT applications and proofs of concept in the fourth quarter of 2021 and expects additional wireless power enabled products to be released as the Company’s business moves forward.

Reverse Stock Split

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

On August 15, 2023, the Company announced that its Board of Directors had determined to set the reverse stock split ratio at 1-for-20 and that the Company’s common stock would begin trading at the split-adjusted price beginning August 16, 2023. Upon effectiveness of the reverse stock split, every twenty shares of issued and outstanding common stock held were converted into one share of common stock. No fractional shares were distributed as a result of the reverse stock split and stockholders were entitled to a cash payment in lieu of fractional shares. Additionally, the par value of the Company’s common stock did not change.

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

7

Note 2 – Liquidity and Management Plans

During the three and nine months ended September 30, 2024, the Company recorded revenue of $0.2 million and $0.3 million, respectively. During the three and nine months ended September 30, 2023, the Company recorded revenue of $0.2 million and $0.4 million, respectively. During the three and nine months ended September 30, 2024, the Company recorded net losses of $3.4 million and $14.3 million, respectively. During the three and nine months ended September 30, 2023, the Company recorded net losses of $4.1 million and $14.8 million, respectively. Net cash used in operating activities was $14.9 million and $15.9 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the Company had cash and cash equivalents of $1.5 million. The Company is currently meeting its liquidity requirements through the proceeds of securities offerings, including the ATM Program (as defined in Note 7 below), which securities offerings generated aggregate net proceeds of $6.9 million during 2023 and $2.5 million during the nine months ended September 30, 2024.

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

As the Company gains traction in the market with its new technology and continues to invest capital in transitioning and scaling the business from research and development of new technologies to commercial production, there can be no assurance that its available resources and revenue generated from its business operations will be sufficient to sustain its operations. Accordingly, the Company expects to pursue additional financing, which could include offerings of equity or debt securities, bank financings, commercial agreements with customers or strategic partners, and other alternatives, depending upon market conditions. There is no assurance that such financing will be available on terms that the Company would find acceptable, or at all. If the Company is unsuccessful in implementing this plan, the Company will be required to make further cost and expense reductions or modifications to its on-going and strategic plans.

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

Note 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 and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for other future periods.

These interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 28, 2024. The accounting policies used in preparing these interim unaudited condensed financial statements are consistent with those described in the Company’s December 31, 2023 audited financial statements.

Reclassifications

Certain reclassifications have been made to the fiscal year 2023 condensed balance sheet to conform to the fiscal year 2024 presentation. The reclassifications had no impact on total assets, total liabilities, or stockholders’ equity.

8

Note 3 – Summary of Significant Accounting Policies, continued

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. The Company reports restricted cash on its balance sheet to disclose the amount reserved for a specific purpose aside from ordinary business operations. The Company had restricted cash as collateral for the Company’s corporate credit card program which was discontinued during the second quarter of 2024. As of September 30, 2024 and December 31, 2023, the carrying value of restricted cash was $0 and $0.1 million, respectively.

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.

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.

9

Note 3 – Summary of Significant Accounting Policies, continued

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 Company’s warrant liability recognized at fair value on a recurring basis is a level 3 measurement (see Note 10 – 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.
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.

10

Note 3 – Summary of Significant Accounting Policies, continued

The Company’s revenue consists of its single segment of wireless charging system solutions. The wireless charging system revenue consists of revenue from product development projects and production-level systems. During the three and nine months ended September 30, 2024, the Company recognized $0.2 million and $0.3 million, respectively, in revenue. During the three and nine months ended September 30, 2023, the Company recognized $0.2 million and $0.4 million, respectively, in revenue.

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.

Inventory

The Company follows ASC 330, “Inventory” (“Topic 330”) to account for its inventory, which includes finished goods ready for sale, work in process and raw materials, at the lower of cost or net realizable value. 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. For internally developed patents, all patent costs are expensed as incurred as research and development expense. Patent application costs, which are generally legal costs, are expensed as research and development costs until such time as the future economic benefits of such patents become more certain. The Company incurred research and development costs of $1.7 million and $6.5 million for the three and nine months ended September 30, 2024, respectively. The Company incurred research and development costs of $2.5 million and $8.4 million for the three and nine months ended September 30, 2023, respectively.

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 may purchase a limited number of shares of the Company’s common stock at a 15% discount from the lower of the closing market prices measured on the first and last days of each half-year period. The Company recognizes stock-based compensation expense for the fair value of the purchase options, as measured on the grant date.

Income Taxes

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. As of September 30, 2024, no liability for unrecognized tax benefits was required to be reported. The guidance from ASC 740, “Income Taxes” also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the three or nine months ended September 30, 2024 and 2023. The Company files income tax returns with the United States, California, Texas and Arizona governments.

11

Note 3 – Summary of Significant Accounting Policies, continued

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

For the three and

For the three and

nine months ended

nine months ended

September 30, 

September 30, 

    

2024

    

2023

Warrants issued to investors

1,432,909

495,833

Options to purchase common stock

15,000

RSUs

517,303

83,687

PSUs

2,500

Total potentially dilutive securities

1,950,212

597,020

For the three and nine months ended September 30, 2024, the table above includes 1,020,409 warrants expiring on February 20, 2029, which have an exercise price of $1.84 per share and 412,500 warrants expiring on March 28, 2029, which, as of September 30, 2024, have an exercise price of $0.56 per share. For the three and nine months ended September 30, 2023, the table above includes 83,333 warrants that expired on March 1, 2024, which had an exercise price of $200 per share, and 412,500 warrants expiring on March 28, 2029, which, as of September 30, 2024, have an exercise price of $0.56 per share.

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 6 – 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, 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. All long-lived assets are located in the United States and substantially all revenue is attributed to customers based in the United States.

12

Note 3 – Summary of Significant Accounting Policies, continued

Recently Issued Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting” (“Topic 280”), Improvements to Reportable Segment Reporting. This standard is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses This standard is effective for the Company’s annual fiscal period beginning January 1, 2024 and for the Company’s interim periods beginning January 1, 2025. Adoption of this standard will not likely have a material impact on the Company’s financial statements.

In December 2023, the FASB issued ASU No. 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. Adoption of this standard will not likely have a material impact on the Company’s financial statements.

Management has reviewed other recently issued accounting pronouncements issued or proposed by the FASB and does not believe any of these accounting pronouncements has had or will have a material impact on the condensed financial statements.

Note 4 – Inventory

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

    

Balance as of

    

September 30, 2024

    

December 31, 2023

Raw materials

$

493

$

101

Work-in-process

 

 

52

Finished goods

244

277

Total

$

737

$

430

Note 5 – Accrued Expenses

Accrued expenses consist of the following (in thousands):

    

Balance as of

    

September 30, 2024

    

December 31, 2023

Accrued compensation

$

699

$

993

Accrued legal expenses

 

114

 

147

Other accrued expenses

 

143

 

114

Total

$

956

$

1,254

13

Note 6 – 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 is 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. The Company recorded lease expense of $0.2 million and $0.6 million for the three and nine months ended September 30, 2024, respectively. The Company recorded lease expense of $0.2 million and $0.6 million for the three and nine months ended September 30, 2023, respectively.

Operating Lease Commitments

The Company follows ASC 842, “Leases” (“Topic 842”) and recognizes the required ROU assets and operating lease liabilities on its balance sheet. The Company anticipates having future total lease payments of $0.8 million during the period from the fourth quarter of 2024 to the third quarter of 2025. As of September 30, 2024, the Company has total operating lease ROU assets of $0.7 million and current portion of operating lease liabilities of $0.8 million. The weighted average remaining lease term is 1.0 years as of September 30, 2024.

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

For the year ending December 31, 

    

Amount

2024 (Remaining)

 

$

112

2025

 

686

Total future lease payments

 

798

Present value discount (8.0% weighted average)

 

(31)

Total operating lease liabilities

$

767

Hosted Design Software Agreement

In June 2024, the Company renewed an electronic design automation software in a hosted environment license agreement through the end of 2025 under which the Company is required to remit quarterly payments of approximately $52,000 through the fourth quarter of 2025. During the three and nine months ended September 30, 2024, the Company recorded expense of approximately $52,000 and $500,000, respectively, under this agreement.

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.

14

Note 6 – Commitments and Contingencies, continued

MBO Bonus Plan

On March 15, 2018, the Company’s Board of Directors (the “Board”), on the recommendation of the Board’s Compensation Committee (the “Compensation Committee”), approved the Energous Corporation MBO Bonus Plan (“Bonus Plan”) for executive officers of the Company. To be eligible to receive a bonus under the Bonus Plan, an executive officer must be continuously employed throughout the applicable performance period, in good standing, and achieve the performance objectives selected by the Compensation Committee.

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

The Company did not record any expense under the Bonus Plan during the three or nine months ended September 30, 2024. During the three and nine months ended September 30, 2023, the Company recorded $0.1 million and $0.4 million, respectively, in expense under the Bonus Plan. As of December 31, 2023, the Company had $0.5 million in bonuses earned during 2023 that had not yet been paid and was included in accrued expenses. As of September 30, 2024, the Company had paid all amounts accrued under the Bonus Plan.

On May 30, 2024, the Board, on the recommendation of the Compensation Committee, approved the 2024 Corporate Bonus Plan (the “2024 Bonus Plan”), whereby employees’ bonuses will be based upon achievement of performance objectives set by the Compensation Committee and paid annually. Employees must be continuously employed throughout the applicable performance period and payment date and achieve the performance objectives.

Under the 2024 Bonus Plan, the Compensation Committee is responsible for selecting the amounts of potential bonuses for executive officers and vice presidents, the performance metrics used to determine whether any such bonuses will be paid and determining whether those performance metrics have been achieved. As of September 30, 2024, the Company recorded approximately $0.1 million under the 2024 Bonus Plan.

Severance and Change in Control Agreement

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

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

Note 6 – 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 $1.2 million in total severance expense pertaining to Mr. Johnston’s departure during the nine months ended September 30, 2024, including $0.1 million in stock-based compensation as a result of accelerated vesting of RSUs and options (see Note 8 – Stock-Based Compensation for additional details).

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

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

Executive Transition – William Mannina

On July 20, 2023, the Company announced the departure of William Mannina, former Acting Chief Financial Officer, effective August 16, 2023. Pursuant to the terms of a letter agreement between Mr. Mannina and the Company, Mr. Mannina received payments and benefits including cash severance payments equivalent to nine months of his then-current salary of approximately $266,000 and premium payments for continued healthcare coverage for nine months following his resignation effective date. Mr. Mannina’s restricted stock units continued to vest through August 16, 2023.

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

Strategic Alliance Agreement

In November 2016, the Company and Dialog Semiconductor plc (“Dialog”), a related party, entered into a Strategic Alliance Agreement (“Alliance Agreement”) for the manufacture, distribution and commercialization of products incorporating the Company’s wire-free charging technology (“Licensed Products”). Pursuant to the terms of the Alliance Agreement, the Company agreed to engage Dialog as the exclusive supplier of the Licensed Products for specified fields of use, subject to certain exceptions (the “Company Exclusivity Requirement”). Dialog agreed to not distribute, sell or work with any third party to develop any competing products without the Company’s approval. In addition, both parties agreed on a revenue sharing arrangement and to collaborate on the commercialization of Licensed Products based on a mutually-agreed upon plan. Each party will retain all of its intellectual property rights.

The Alliance Agreement had an initial term of seven years, with automatic renewal annually thereafter unless terminated by either party upon 180 days’ prior written notice. The Company could terminate the Alliance Agreement at any time after the third anniversary of the Alliance Agreement upon 180 days’ prior written notice to Dialog, or if Dialog breached certain exclusivity obligations. Dialog could terminate the Alliance Agreement if sales of Licensed Products did not meet specified targets. The Company Exclusivity Requirement had a termination date of the earlier of January 1, 2021 or the occurrence of certain events relating to the Company’s pre-existing exclusivity obligations. The Company Exclusivity Requirement renewed automatically on an annual basis unless the Company and Dialog agreed to terminate the requirement.

On September 20, 2021, the Company was notified by Dialog, which had been recently acquired by Renesas Electronics Corporation (“Renesas”), that it was terminating the Alliance Agreement between the Company and Dialog. There is a wind down period included in the Alliance Agreement which concluded in September 2024. During the wind down period, the Alliance Agreement’s terms applied to the Company’s products that are covered by certain existing customer relationships, except that the parties’ respective exclusivity rights have terminated.

16

Note 7 – 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 September 15, 2020, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective on September 24, 2020 (“Prior Shelf”), and contained two prospectuses: a base prospectus, which covered the offering, issuance and sale by the Company of up to $75 million of its common stock, preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase its common stock, preferred stock or debt securities and/or units consisting of some or all of these securities; and an at-the-market sales agreement prospectus supplement covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $40 million of its common stock that may be issued and sold under the At Market Issuance Sales Agreement, as amended, between the Company and B. Riley Securities, Inc. (the “Prior ATM Program”). The $40 million of common stock to be offered, issued and sold under the Prior ATM Program was included in the $75 million of securities that may be offered, issued and sold by the Company under the base prospectus. The Company sold shares which raised net proceeds of $38.8 million (net of $1.2 million in issuance costs) during the third and fourth quarters of 2020 under the Prior ATM Program.

On October 4, 2021, the Company filed a prospectus supplement covering the offering, issuance and sale of up to an additional $35 million of shares of the Company’s common stock pursuant to the Prior ATM Program. The Company raised net proceeds of $27.0 million (net of $0.9 million in issuance costs), during 2021 under the Prior ATM Program. During 2022, the Company raised an additional $0.7 million (net of $0.1 million in issuance costs) under the Prior ATM Program. During the first quarter of 2023, the Company raised $3.6 million (net of $0.2 million in issuance costs) under the Prior ATM Program. As of September 30, 2024, there is no amount remaining in the Prior Shelf due to its expiration on September 24, 2023.

On November 15, 2021, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective on December 16, 2021. This shelf registration statement allows the Company to sell, from time to time, any combination of debt or equity securities described in the registration statement up to aggregate proceeds of $100 million. Pursuant to this registration statement, on March 28, 2023, the Company completed an underwritten offering pursuant to which it issued and sold an aggregate of (i) 412,500 shares of its common stock and (ii) warrants to purchase up to 412,500 shares of its common stock (the “2023 Warrants”), for net proceeds of $2.7 million, after deducting underwriting discounts, commission and expenses payable by the Company. The 2023 Warrants were immediately exercisable upon issuance and have a term of six years and an exercise price of $8.00. The Company allocated the proceeds received first to the 2023 Warrants based on the fair value of the 2023 Warrants as determined at initial measurement, with the remaining proceeds allocated to the Shares (see Note 9 – Warrant Liability and Note 10 – Fair Value Measurements). Pursuant to the terms of the 2023 Warrants, the exercise price was adjusted to $1.66 during 2023 and was further adjusted to $0.56 as of September 30, 2024.

On February 15, 2024, the Company entered into a securities purchase agreement with an institutional investor, providing for the issuance and sale by the Company in a registered direct offering (the “Offering”), of (i) 570,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to 450,409 shares of common stock (referred to individually as a “Pre-Funded Warrant” and collectively as the “Pre-Funded Warrants”), and (iii) warrants to purchase an aggregate of 1,020,409 shares of common stock (referred to individually as a “Warrant” and collectively as the “2024 Warrants”). Each share of common stock and Pre-Funded Warrant was offered and sold together with an accompanying 2024 Warrant at a combined price of $1.96 per share of common stock or Pre-Funded Warrant, as applicable. 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 Offering closed on February 20, 2024. The Company received net proceeds of approximately $1.8 million (net of $0.2 million in issuance costs).

17

Note 7 – Capital Stock and Warrants, continued

On June 21, 2024, the Company filed a prospectus supplement covering the offering, issuance and sale of up to $3.4 million in shares of the Company’s common stock pursuant to the At the Market Offering Agreement, dated June 21, 2024, between the Company and H.C. Wainwright & Co., LLC (the “Current ATM Program”, and together with the Prior ATM program, the “ATM Program”). In addition, on June 20, 2024, the Company provided notice of termination of the Prior ATM Program that the Company had entered into with Roth Capital Partners, LLC, as sales agent. The Company entered into the Current ATM Program discussed above to replace the Prior ATM Program. During both the three and nine months ended September 30, 2024, the Company sold 1,217,168 shares of its common stock under the Current ATM Program for proceeds of approximately $0.7 million (net of commissions and other related offering expenses of approximately $0.2 million). As of September 30, 2024, the Company has approximately $2.5 million remaining on the Current ATM Program for potential future sales.

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:

    

September 30, 2024

    

December 31, 2023

Stock options outstanding

 

 

15,000

RSUs outstanding

 

517,303

 

71,734

Warrants outstanding

 

1,432,909

 

495,833

Shares available for issuance under the 2013 Equity Incentive Plan

 

 

118,877

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

 

 

29,137

Shares available for issuance under the 2015 Performance Share Unit Plan

 

 

108,897

Shares available for issuance under the 2017 Equity Inducement Plan

 

 

51,084

Shares available for issuance under the 2024 Equity Incentive Plan

284,758

Shares available for issuance under the Employee Stock Purchase Plan

 

17,166

 

14,716

Total

 

2,252,136

 

905,278

Note 8 – 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. These awards will be granted to individuals who (a) are being hired as an employee by the Company or any subsidiary and such award is a material inducement to such person being hired; (b) are being rehired as an employee following a bona fide period of interruption of employment with the Company or any subsidiary; or (c) will become an employee of the Company or any subsidiary in connection with a merger or acquisition.

On July 20, 2022, the Board increased the number of shares of common stock reserved and available for issuance under the 2017 Equity Inducement Plan by 100,000 shares. On March 28, 2024, the Board increased the number of shares of common stock reserved and available for issuance under the 2017 Equity Inducement Plan by 121,510 shares. As of September 30, 2024, 62,802 shares of common stock remain available to be issued through outstanding RSUs under the 2017 Equity Inducement Plan. No new equity award grants are to be issued from the 2017 Equity Inducement Plan.

18

Note 8 – Stock-Based Compensation, continued

2024 Equity Incentive Plan

On June 12, 2024, the Energous Corporation 2024 Equity Incentive Plan (the “2024 Plan”) was approved by stockholders for the issuance of equity incentive awards to eligible participants, which replaced the following equity plans of the Company: (i) the 2013 Equity Incentive Plan, (ii) 2014 Non-Employee Equity Compensation Plan, (iii) the Performance Share Unit Plan and (iv) the 2017 Equity Inducement Plan (collectively, the “Prior Equity Plans”). All existing outstanding awards remain outstanding under the Prior Equity Plans, and an additional 456,000 shares of common stock were approved for issuance under the 2024 Plan.

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

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