SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 2019
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
3590 North First Street, Suite 210
San Jose, California 95134
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Common Stock, $0.00001 par value||WATT||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
On August 20, 2019, Energous Corporation (Company) filed a Form 8-K (Original Report) reporting the appointment of Rahul Patel and Mike Noonen as members of the Companys Board of Directors (Board) and the resignations of Martin Cooper and Carol Lindstrom as members of the Board. The Original Report inadvertently omitted information about the appointments, so Item 5.02 of the Original Report is hereby amended to read as follows:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 15, 2019, Martin Cooper and Carol Lindstrom informed the Company that they were resigning from the Board , effective immediately. Neither resignation was as the result of a disagreement with the Company on any matter relating to the Companys operations, policies or practices.
On August 16, 2019, Rahul Patel and Mike Noonen were appointed as members of the Board, to serve until the 2020 annual meeting of stockholders or such time as a successor is duly elected. At a later date the Board will determine the committees of the Board on which each of the new members will serve.
Each of the newly-appointed Board members will be compensated pursuant to the Companys standard director compensation arrangement (provided that the initial equity award under this arrangement for each of the newly-appointed Board members will be a restricted stock unit covering 42,063 shares of common stock and vesting over three years), and each has entered into the Companys standard indemnification agreement for directors. There are no arrangements or understandings between any of the newly-appointed Board members and any other person pursuant to which he or she was elected as a director. There are no transactions between the Company and any of the new Board members that would require disclosure under Item 404(a) of Regulation S-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: September 3, 2019||By:|
|Senior Vice President and Chief Financial Officer|