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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 MARCH 31, 2024

OR

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

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 May 10, 2024, there were 6,538,240 shares of our Common Stock, par value $0.00001 per share, outstanding.

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Energous Corporation

CONDENSED BALANCE SHEETS

(in thousands, except share and per share amounts)

    

As of

March 31, 2024

December 31, 2023

 

(unaudited)

    

(1)

ASSETS

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

10,655

$

13,876

Restricted cash

60

60

Accounts receivable, net

 

27

 

102

Inventory

 

623

 

430

Prepaid expenses and other current assets

 

316

 

539

Total current assets

 

11,681

 

15,007

Property and equipment, net

 

382

 

429

Operating lease right-of-use assets

 

1,029

 

1,240

Total assets

$

13,092

$

16,676

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

Current liabilities:

 

  

 

  

Accounts payable

$

1,532

$

1,879

Accrued expenses

 

1,170

 

1,254

Accrued severance expense

 

1,469

 

134

Warrant liability

 

702

 

620

Operating lease liabilities, current portion

 

684

 

707

Deferred revenue

 

10

 

27

Total current liabilities

 

5,567

 

4,621

Operating lease liabilities, long-term portion

 

369

 

557

Total liabilities

 

5,936

 

5,178

Commitments and contingencies (Note 6)

 

  

 

  

Stockholders’ equity:

 

  

 

  

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

 

 

Common Stock, $0.00001 par value, 200,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 6,085,766 and 5,471,121 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.

 

1

 

1

Additional paid-in capital

 

395,796

 

393,539

Accumulated deficit

 

(388,641)

 

(382,042)

Total stockholders’ equity

 

7,156

 

11,498

Total liabilities and stockholders’ equity

$

13,092

$

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 March 31,

2024

    

2023

Revenue

$

64

$

97

Costs and expenses:

 

  

 

  

Cost of revenue

 

109

 

139

Research and development

 

2,349

 

3,079

Sales and marketing

 

873

 

1,212

General and administrative

 

1,835

 

1,961

Severance expense

 

1,563

 

Total costs and expenses

 

6,729

 

6,391

Loss from operations

 

(6,665)

 

(6,294)

Other income (expense):

 

  

 

  

Offering costs related to warrant liability

 

 

(592)

Change in fair value of warrant liability

 

(82)

 

Interest income

 

148

 

233

Total other income (expense)

 

66

 

(359)

Net loss

$

(6,599)

$

(6,653)

Basic and diluted loss per common share

$

(1.11)

$

(1.63)

Weighted average shares outstanding, basic and diluted

 

5,961,186

 

4,070,438

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

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

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 Three Months Ended

March 31,

2024

    

2023

Cash flows from operating activities:

 

  

 

  

Net loss

$

(6,599)

$

(6,653)

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

 

  

 

  

Depreciation and amortization

 

48

 

46

Stock based compensation

 

404

 

522

Inventory net realizable value adjustment

 

 

111

Allowance for credit losses

 

 

(13)

Change in fair value of warrant liability

 

82

 

Offering costs allocated to warrants

 

 

592

Changes in operating assets and liabilities:

 

  

 

  

Accounts receivable, net

 

75

 

56

Inventory

 

(193)

 

(77)

Prepaid expenses and other current assets

 

223

 

178

Operating lease right-of-use assets

160

181

Accounts payable

 

(347)

 

450

Accrued expenses

 

(84)

 

(420)

Accrued severance expense

 

1,335

 

(167)

Operating lease liabilities

 

(160)

 

(176)

Deferred revenue

 

(17)

 

6

Net cash used in operating activities

 

(5,073)

 

(5,364)

Cash flows from investing activities:

 

  

 

  

Purchases of property and equipment

 

(1)

 

Net cash used in investing activities

 

(1)

 

Cash flows from financing activities:

 

  

 

  

Net proceeds from an ATM offering

 

47

 

2,675

Net proceeds from a sale of common stock and warrant issuance

 

1,770

 

2,677

Proceeds from contributions to the ESPP

 

36

 

65

Net cash provided by financing activities

 

1,853

 

5,417

Net decrease in cash, cash equivalents and restricted cash

 

(3,221)

 

53

Cash, cash equivalents and restricted cash - beginning

 

13,936

 

26,287

Cash, cash equivalents and restricted cash - ending

$

10,715

$

26,340

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

$

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 (the “Company”) has developed a wireless power networks technology (“WPNT”), consisting of semiconductor chipsets, software controls, hardware designs and antennas, that enable radio frequency (“RF”) based charging for Internet of Things (“IoT”) devices. The WPNT has a broad spectrum of capabilities to enable the next generation of wireless power networks, delivering power and data in a seamless device portfolio. This includes near field and at-a-distance wireless charging with multiple power levels at various distances.

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 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 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 months ended March 31, 2024 and 2023, the Company recorded revenue of $0.1 million and $0.1 million, respectively. During the three months ended March 31, 2024 and 2023, the Company recorded net losses of $6.6 million and $6.7 million, respectively. Net cash used in operating activities was $5.1 million and $5.4 million for the three months ended March 31, 2024 and 2023, respectively. However, the Company is currently meeting its liquidity requirements through the proceeds of securities offerings that raised net proceeds of $27.0 million during 2021, $0.7 million during 2022, $6.9 million during 2023 and $1.8 million during the first quarter of 2024.

As of March 31, 2024, the Company had cash and cash equivalents of $10.7 million. The Company expects that cash and cash equivalents as of March 31, 2024, together with additional anticipated proceeds from the ATM sales agreement during 2024, continued cost and expense reductions and collections generated by anticipated revenues, will be sufficient to fund the Company’s operations through May 2025.

Research and development of new technologies is by its nature unpredictable. Although the Company intends to continue its research and development activities and transition 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 months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for other future periods.

These unaudited condensed interim 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 unaudited condensed interim 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 has restricted cash as collateral for the Company’s corporate credit card program. As of March 31, 2024 and December 31, 2023, the carrying value of restricted cash was $0.1 million 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 8 – Fair Value Measurement).

Revenue Recognition

The Company follows Accounting Standards Codification (“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.

The Company’s revenue consists of its single segment of wireless charging system solutions. The wireless charging system revenue consists of revenue from product development projects and production-level systems. During the three months ended March 31, 2024 and 2023, the Company recognized $0.1 million and $0.1 million, respectively, in revenue.

10

Note 3 – Summary of Significant Accounting Policies, continued

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 $2.3 million and $3.1 million for the three months ended March 31, 2024 and 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 March 31, 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 months ended March 31, 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 restricted stock units (“RSUs”) and performance stock units (“PSUs”) and the enrollment of employees in the ESPP. The computation of diluted loss per share excludes potentially dilutive securities of 1,546,213 and 644,530, as outlined in the table below, for the three months ended March 31, 2024 and 2023, respectively, because their inclusion would be anti-dilutive.

For the Three Months Ended

March 31,

    

2024

    

2023

Warrants issued to investors 1

1,432,909

495,833

Options to purchase common stock

11,250

15,000

RSUs

102,054

133,697

Total potentially dilutive securities

1,546,213

644,530

For the three months ended March 31, 2024, the table above includes 1,020,409 warrants expiring on February 20, 2029, which have an exercise price of $1.84 and 412,500 warrants expiring on March 28, 2029, which have an exercise price of $1.66. For the three months ended March 31, 2023, the table above includes 83,333 warrants that expired on March 1, 2024, which had an exercise price of $200, and 412,500 warrants expiring on March 28, 2029, which have an exercise price of $1.66.

1 The weighted average number of common shares outstanding as of March 31, 2024 includes 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 7 – Capital Stock and Warrants) because the exercise of such warrants requires nominal consideration ($0.001 per share exercise price for each pre-funded warrant). As of March 31, 2024, none of the pre-funded warrants have been exercised; therefore, all 450,409 outstanding pre-funded warrants as of that date are not included in the table above.

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.

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 asses 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.

Note 4 – Inventory

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

    

Balance as of

    

March 31, 2024

    

December 31, 2023

Raw Materials

$

295

$

101

Work-in-process

 

51

 

52

Finished goods

277

277

Total

$

623

$

430

Note 5 – Accrued Expenses

Accrued expenses consist of the following (in thousands):

    

Balance as of

    

March 31, 2024

    

December 31, 2023

Accrued compensation

$

660

$

993

Accrued legal expenses

 

303

 

147

Other accrued expenses

 

207

 

114

Total

$

1,170

$

1,254

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. The Company recorded lease expense of $0.2 million for both the three months ended March 31, 2024 and 2023.

13

Note 6 – Commitments and Contingencies, continued

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 $1.1 million during the period from the second quarter of 2024 to the third quarter of 2025. As of March 31, 2024, the Company has total operating lease ROU assets of $1.0 million, current portion of operating lease liabilities of $0.7 million and long-term portion of operating lease liabilities of $0.4 million. The weighted average remaining lease term is 1.5 years as of March 31, 2024.

A reconciliation of undiscounted cash flows to lease liabilities recognized as of March 31, 2024 is as follows (in thousands):

For the year ending December 31,

    

Amount

2024 (remaining)

 

$

552

2025

 

562

Total future lease payments

 

1,114

Present value discount (8.0% weighted average)

 

(61)

Total operating lease liabilities

$

1,053

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 is required to remit quarterly payments of approximately $0.2 million through the second quarter of 2024.

Litigations, Claims, and Assessments

The Company is from time to time involved in various disputes, claims, liens and litigation matters arising in the normal course of business. While the outcome of these disputes, claims, liens and litigation matters cannot be predicted with certainty, after consulting with legal counsel, management does not believe that the outcome of these matters will have a material adverse effect on the Company’s combined financial position, results of operations or cash flows.

MBO Bonus Plan

On March 15, 2018, the Company’s Board of Directors (“Board”), on the recommendation of the Board’s Compensation Committee (“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, and in good standing, and achieve the performance objectives selected by the Compensation Committee.

Under the Bonus Plan, the Compensation Committee is responsible for selecting the amounts of potential bonuses for executive officers, 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 not record any expense under the Bonus Plan during the three months ended March 31, 2024. During the three months ended March 31, 2023, the Company recorded $0.1 million 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 March 31, 2024, the Company had $0.2 million in MBO bonus expense earned and accrued during 2023 that had not yet been paid and was subsequently paid during the second quarter of 2024.

Severance and Change in Control Agreement

On March 15, 2018, the Compensation Committee approved a form of Severance and Change in Control Agreement (“Severance Agreement”) that the Company may enter into with executive officers (each, an “Executive”).

14

Note 6 – Commitments and Contingencies, continued

Under the Severance Agreement, if an Executive is terminated in a qualifying change in control termination, the Company agrees to pay the Executive six to twelve months of that Executive’s monthly base salary. 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 six-to-twelve-month period, as applicable, following the Executive’s termination.

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 is entitled to receive the benefits and payments set forth in the Amended and Restated Severance and Change in Control Agreement, dated December 6, 2021 (“Severance Agreement”), between the Company and Mr. Johnston. Accordingly, Mr. Johnston will receive (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, (c) reimbursement for continued COBRA payments, if elected by Mr. Johnston, during the 18 months following the termination date. The Company recorded $1.5 million in total severance expense pertaining to Mr. Johnston’s departure during the three months ended March 31, 2024, including $0.1 million in stock-based compensation as a result of accelerated vesting of RSUs and options (see Note 8 – Stock-Based Compensation for additional details).

As of March 31, 2024, the Company had accrued unpaid severance expense of $1.4 million pertaining to Mr. Johnston’s Severance Agreement, which is due to be paid approximately 60 days following of Mr. Johnston’s date of separation.

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 will receive payments and benefits including cash severance payments equivalent to nine months of his then-current salary of $265,825 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 March 31, 2024, the Company had accrued unpaid severance expense of approximately $0.1 million pertaining to Mr. Mannina’s agreement.

Strategic Alliance Agreement

In November 2016, the Company and Dialog Semiconductor plc (“Dialog”), a related party (see Note 11—Related Party Transactions), 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.

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.

15

Note 6 – Commitments and Contingencies, continued

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 will conclude in September 2024. During the wind down period, the Alliance Agreement’s terms will continue to apply to the Company’s products that are covered by certain existing customer relationships, except that the parties’ respective exclusivity rights have terminated (see Note 11 – Related Party Transactions for expenses incurred by the Company from Renesas).

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 “ATM Program”). The $40 million of common stock to be offered, issued and sold under the ATM Program is included in the $75 million of securities that may be offered, issued and sold by the Company under the base prospectus. Pursuant to this shelf registration statement, 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 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 ATM Program. The Company raised net proceeds of $27.0 million (net of $0.9 million in issuance costs), during 2021 under the ATM Program. During 2022, the Company raised an additional $0.7 million (net of $0.1 million in issuance costs) under the ATM Program. During the first quarter of 2023, the Company raised $3.6 million (net of $0.2 million in issuance costs). As of March 31, 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 (the “Current Shelf”). 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 (the “Shares”) 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.

16

Note 7 – Capital Stock and Warrants, continued

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 “Warrants”). Each share of common stock and Pre-Funded Warrant was offered and sold together with an accompanying Warrant at a combined price of $1.96 per share of common stock or Pre-Funded Warrant, as applicable. Each Pre-Funded Warrant and 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 Warrants. The Pre-Funded Warrants expire when they are exercised in full, and the 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).

Common Stock Outstanding

Our outstanding shares of common stock typically include shares that are deemed delivered under US GAAP. Shares that are deemed delivered currently include shares that have vested, but have not yet been delivered, under tax-deferred equity awards, as well as shares purchased under the ESPP where actual transfer of shares normally occurs a few days after the completion of the purchase periods. There are no voting rights for shares that are deemed delivered under US GAAP until the actual delivery of shares takes place. There are currently 200,000,000 shares of common stock authorized for issuance.

Common Stock Reserved for Future Issuance

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

    

March 31, 2024

    

December 31, 2023

Stock options outstanding

 

11,250

 

15,000

RSUs outstanding

 

102,179

 

71,734

Warrants outstanding

 

1,883,318

 

495,833

Shares available for issuance under the 2013 Equity Incentive Plan

 

120,949

 

118,877

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

 

23,262

 

29,137

Shares available for issuance under the 2015 Performance Share Unit Plan

 

112,647

 

108,897

Shares available for issuance under the 2017 Equity Inducement Plan

 

132,927

 

51,084

Shares available for issuance under the Employee Stock Purchase Plan

 

14,716

 

14,716

Total

 

2,401,248

 

905,278

17

Note 8 – Stock-Based Compensation

Equity Incentive Plans

2013 Equity Incentive Plan

Effective on June 14, 2023, the Company’s stockholders approved the amendment and restatement of the 2013 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 50,000 shares, bringing the total number of shares approved for issuance under that plan to 489,298.

As of March 31, 2024, 120,949 shares of common stock remain eligible to be issued through equity-based instruments under the 2013 Equity Incentive Plan.

2014 Non-Employee Equity Compensation Plan

Effective on May 26, 2020, the Company’s stockholders approved the amendment and restatement of the 2014 Non-Employee Equity Compensation Plan to increase the number of shares reserved for issuance through equity-based instruments thereunder by 40,000 shares, bringing the total number of shares approved for issuance under that plan to 82,500.

As of March 31, 2024, 23,262 shares of common stock remain eligible to be issued through equity-based instruments under the 2014 Non-Employee Equity Compensation Plan.

2015 Performance Share Unit Plan

Effective on June 16, 2021, the Company’s stockholders approved the amendment and restatement of the 2015 Performance Share Unit Plan to increase the number of shares reserved for issuance through equity-based instruments thereunder by 85,000 shares, bringing the total number of shares approved for issuance under that plan to 255,505.

As of March 31, 2024, 112,647 shares of common stock remain eligible to be issued through equity-based instruments under the 2015 Performance Share Unit Plan.

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 March 31, 2024, 132,927 shares of common stock remain available to be issued through equity-based instruments under the 2017 Equity Inducement Plan.

18

Note 8 – Stock-Based Compensation, continued

Employee Stock Purchase Plan

In April 2015, the Company’s Board approved the 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. Effective on June 14, 2023, the Company’s stockholders approved the amendment and restatement of the ESPP to increase the number of shares reserved for issuance through equity-based instruments thereunder by 25,000 shares, bringing the total number of shares approved for issuance under that plan to 102,500. Under the ESPP, employees may designate an amount not less than 1% but not more than 10% of their annual compensation for the purchase of Company shares. No more than 375 shares may be purchased by an employee under the ESPP during an offering period. An offering period is six months in duration commencing on or about January 1 and July 1 of each year. The exercise price of options purchased under the ESPP is the lesser of 85% of the fair market of the common stock on the first business day of the offering period and 85% of the fair market value of the common stock on the applicable exercise date.

As of March 31, 2024, 14,716 shares of common stock remain eligible to be issued under the ESPP. Employees contributed approximately $36,000 through payroll withholdings to the ESPP as of March 31, 2024 for the current offering period which will end on June 30, 2024 with shares deemed delivered on that date.

Stock Option Activity

In February 2022, the Board granted the Company’s former Chief Executive Officer 15,000 stock options under the 2013 Equity Incentive Plan 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.

No stock options were granted during the three months ended March 31, 2023 and 2024.

The following is a summary of the Company’s stock option activity during the three months ended March 31, 2024:

    

    

    

Weighted

    

Weighted

Average

Average

Remaining

Number of

Exercise

Life In

Intrinsic

Options

Price

Years

Value

Outstanding as of January 1, 2024

15,000

$

25.40

7.9

$

Granted

Exercised

Forfeited

(3,750)

25.40

Outstanding as of March 31, 2024

 

11,250

$

25.40

 

0.2

$

Exercisable as of January 1, 2024

 

7,500

$

25.40

 

7.9

$

Vested

 

3,750

 

25.40

 

 

Exercised

 

 

 

 

Forfeited

 

 

 

 

Exercisable as of March 31, 2024

 

11,250

$

25.40

 

0.2

$

As of March 31, 2024, the unamortized fair value of options was $0.

19

Note 8 – Stock-Based Compensation, continued

RSUs

During the three months ended March 31, 2024, the Board granted its interim principal executive officer and Chief Financial Officer RSUs covering 50,000 shares of common stock under the 2017 Equity Inducement Plan and RSUs covering 2,000 shares of common stock under the 2013 Equity Incentive Plan. The awards vest over four years.

During the three months ended March 31, 2024, the Compensation Committee granted various non-employees RSUs covering 6,000 shares of common stock under the 2014 Non-Employee Equity Compensation Plan. The awards vest on the one-year anniversary of the grant date.

Under the former Chief Executive Officer’s Severance Agreement, unvested RSUs vesting within 18 months of termination were accelerated and became vested on March 26, 2024. Consequently, 3,017 RSUs became vested resulting in stock-based compensation expense of approximately $77,000 during the three months ended March 31, 2024.

As of March 31, 2024, the unamortized fair value of the RSUs was $0.8 million. The unamortized amount will be expensed over a weighted average period of 1.9 years. A summary of the activity related to RSUs for the three months ended March 31, 2024 is presented below:

    

    

Weighted

Average

Grant

Date Fair

Total

Value

Outstanding at January 1, 2024

71,734

$

24.65

RSUs granted

58,000

1.67

RSUs forfeited

(10,780)

13.52

RSUs vested

(16,775)

18.82

Outstanding at March 31, 2024

 

102,179

$

13.39

PSUs

PSUs are grants that vest upon the achievement of certain performance goals. The goals are commonly related to the Company’s revenue and achievement of sales and marketing goals.

On July 20, 2022, the Board granted the Company’s former Chief Executive Officer, Cesar Johnston, up to 14,350 PSUs under the Company’s 2015 Performance Share Unit Plan pursuant to the terms of Mr. Johnston’s offer letter with the Company (See Note 6 – Commitments and Contingencies). The up to 14,350 PSUs that had been approved were to vest as follows: (a) up to 9,350 PSU shares would vest on December 31, 2022, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics previously determined by the Compensation Committee and approved by the Board, and (b) up to an additional 2,500 PSU shares would vest on each of December 31, 2023 and December 31, 2024, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics to be recommended by the Compensation Committee and approved by the Board at a subsequent date.

There was no PSU activity for the three months ended March 31, 2024 and 2023. The 2,500 PSU shares that were reserved for grant during 2024 per Mr. Johnston’s offer letter with the Company, as well as the 1,250 shares reserved for potential outperformance by Mr. Johnston of 2024 goals were returned to the 2015 Performance Share Unit Plan for future issuance.

20

Note 8 – Stock-Based Compensation, continued

Employee Stock Purchase Plan

The current offering period under the ESPP started on January 1, 2024 and will conclude on June 30, 2024. During the year ended December 31, 2023, there were two offering periods. The first offering period began on January 1, 2023 and concluded on June 30, 2023. The second offering period began on July 1, 2023 and concluded on December 31, 2023.

The weighted average grant-date fair value of the purchase option for each designated share purchased under the ESPP was approximately $0.85 and $8.00 for the three months ended March 31, 2024 and 2023, 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 $19,000 and $25,000 for the three months ended March 31, 2024 and 2023, respectively.

The Company estimated the fair value of ESPP purchase options granted during the three months ended March 31, 2024 and 2023 using the Black-Scholes option pricing model. The fair values of ESPP purchase options granted were estimated using the following assumptions:

    

Three Months Ended March 31,

 

    

2024

    

2023

 

Stock price

$

1.83

$

16.72

Dividend yield

 

0

%  

 

0

%

Expected volatility

 

112

%  

 

59

%

Risk-free interest rate

 

5.26

%  

 

4.42

%

Expected life

 

6 months

 

6 months

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,

    

2024

    

2023

Research and development

$

107

$

209

Sales and marketing

 

80

 

105

General and administrative

 

87

 

208

Severance expense

 

130

 

Total

$

404

$

522

21

Note 9 – Warrant Liability

2023 Warrants

In March 2023, the Company issued 412,500 warrants to purchase up to 412,500 shares of its common stock. The 2023 Warrants have a six-year term and were exercisable upon issuance on March 28, 2023. Each 2023 Warrant was initially exercisable for one share of the Company’s common stock at a price of $8.00 per share. As of March 31, 2024, the exercise price was adjusted to $1.66 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, the “Exercise Price”).

In the event of certain transactions such as a merger, consolidation, tender offer, reorganization, or other change in control, if holders of common stock are given any choice as to the consideration to be received, the holder of each 2023 Warrant shall be given the same choice of alternate consideration. In the event of certain transactions that are not within the Company’s control, such as a merger, consolidation, tender offer, reorganization, or other change in control of the Company, each holder of a 2023 Warrant shall be entitled to receive the same form of consideration at the Black Scholes value of the unexercised portion of the 2023 Warrant that is being offered and paid to holders of common stock, including the option to exercise the 2023 Warrants on a “cashless basis”.

If the Company issues additional shares of common stock or equity-linked securities for a consideration per share less than the Exercise Price, then such Exercise Price will be reduced to a new lower price pursuant to the terms of the 2023 Warrants. Additionally, if the Exercise Price of any outstanding derivative securities is modified by the Company such that such security’s modified exercise price is below the Exercise Price, the Exercise Price will adjust downward pursuant to the terms of the 2023 Warrant. This provision would not apply for stock or stock equivalents which fall under shares that qualify for exempt issuance, such as if the Company adjusted the option exercise price for an option granted to an employee, officer, or director.

The Company accounted for the 2023 Warrants in accordance with the derivative guidance contained in ASC 815-40, as the warrants did not meet the criteria for equity treatment. The Company believes that the adjustments to the Exercise Price is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the 2023 Warrants are not eligible for an exception from derivative accounting. As such, the 2023 Warrants were initially measured at fair value and recorded as a liability in the amount of $3.1 million. As of March 31, 2024, all 2023 Warrants were outstanding. As of March 31, 2024, the fair value of the warrant liability was $0.7 million. The Company recorded a change in fair value of the warrant liability of $0.1 million for the three months ended March 31, 2024. The Company did not record a change in fair value of the warrant liability for the three months ended March 31, 2023.

    

For the three months ended March 31,

    

2024

    

2023

Beginning value

$

620

$

Initial valuation of new warrants

 

 

3,135

Change in value of warrant liability

 

82

 

Ending value

$

702

$

3,135

22

Note 10 – 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, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value:

    

Balance as of March 31, 2024

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

 

  

 

  

 

  

 

  

Cash equivalents

$

10,110

$

$

$

10,110

Liabilities:

 

  

 

  

 

  

 

  

Warrant liability

$

$

$

702

$

702

    

Balance as of December 31, 2023

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

 

  

 

  

 

  

 

  

Cash equivalents

$

12,567

$

$

$

12,567

Liabilities:

 

  

 

  

 

  

 

  

Warrant liability

$

$

$

620

$

620

There were no transfers among Level 1, Level 2, or Level 3 categories during the periods presented.

2023 Warrants

The Company utilizes a Monte Carlo simulation model for the 2023 Warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the 2023 Warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield.

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

    

As of March 31,

 

2024

    

2023

Share price

$

2.03

    

$

10.80

Exercise price

$

1.66

$

8.00

Term (in years)

5.0

 

6.0

Volatility

 

85

%

65

%

Risk-free rate

4.2

%

3.6

%

Dividend yield

0

%

0

%

The change in the fair value of the 2023 Warrant liability was determined to be $0.1 million during the three months ended March 31, 2024. There was no change in fair value of the 2023 Warrant liability for the three months ended March 31, 2023 (see Note 9 – Warrant Liability).

23

Note 11 – Related Party Transactions

In November 2016, the Company and Dialog entered into the Alliance Agreement for the manufacture, distribution and commercialization of products incorporating the Company’s wire-free charging technology (See Note 6 – Commitments and Contingencies, Strategic Alliance Agreement). On November 7, 2016 and June 28, 2017, the Company and Dialog entered into securities purchase agreements under which Dialog acquired a total of 86,985 shares of common stock and received warrants to purchase up to 70,878 shares of common stock. As of March 31, 2024, none of the warrants remain outstanding. As of March 31, 2024, Renesas owns approximately 1.4% of the Company’s outstanding common stock. The Company did not record any revenue during the three months ended March 31, 2024 and 2023 under the Alliance Agreement. The Company incurred $0 and $0.1 million in chip test development expense from Renesas, which acquired Dialog in August 2021, during the three months ended March 31, 2024 and 2023, respectively.

On September 20, 2021, the Company was notified by Dialog that it was terminating the Alliance Agreement between the Company and Dialog.

Note 12 – Customer Concentrations

Four customers accounted for approximately 87% of the Company’s revenue for the three months ended March 31, 2024, and two customers accounted for approximately 84% of the Company’s revenue for the three months ended March 31, 2023. Two customers accounted for approximately 92% of the Company’s accounts receivable balance as of March 31, 2024, and two customers accounted for approximately 88% of the Company’s accounts receivable balance as of December 31, 2023.

24

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires the terms “we,” “us,” “our,” and “Energous” refer to Energous Corporation, a Delaware corporation. This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “would,” “should,” “could,” “seek,” “intend,” “plan,” “continue,” “estimate,” “anticipate” or other comparable terms. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding proposed business strategy; market opportunities; regulatory approval; expectations for current and potential business relationships; and expectations for revenues, liquidity cash flows and financial performance, the anticipated results of our research and development efforts, the timing for receipt of required regulatory approvals and product launches; and the impact of geopolitical, macroeconomic, health and other world events. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking statements relate to the future and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and generally outside of our control, so actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others: our ability to develop commercially feasible technology; timing of customer implementations of our technology in consumer products; timing and receipt of regulatory approvals in the United States and internationally; our ability to find and maintain development partners; market acceptance of our technology; competition in our industry; our ability to protect our intellectual property; competition; and other risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis sections of our most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, including this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update any of our forward-looking statements, whether as a result of new information, future developments or otherwise.

Overview

We have developed our wireless power networks technology (“WPNT”), consisting of semiconductor chipsets, software controls, hardware designs and antennas, that enable radio frequency (“RF”) based charging for Internet of Things (“IoT”) devices. Our WPNT has a broad spectrum of capabilities to enable the next generation of wireless power networks, delivering power and data in a seamless device portfolio. This includes near field and at-a-distance wireless charging, with multiple power levels at various distances. We believe our WPNTs will facilitate the deployment of the growing universe of IoT applications. According to Statista 2024, the number of IoT connected devices worldwide is forecasted to grow to 29.4 billion units by 2030. The initial IoT applications we are targeting are RF tags for asset tracking and cold chain applications, electronic shelf labeling (“ESL”), and IoT sensors for retail, industrial, healthcare, and logistics markets.

We believe our technology is innovative in its approach, in that we are developing solutions that charge IoT devices using RF technology. To date, we have 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 end product featuring our technology entered the market in 2019. We started shipping our first at-a-distance wireless PowerBridges for commercial IoT applications in the fourth quarter of 2021, and we expect additional wireless power enabled products to be released as we move our business forward.

25

Critical Accounting Policies and Estimates

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although we believe 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.

During the three months ended March 31, 2024, management believes there have been no significant changes to the items that we disclosed within our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Results of Operations

Costs and Expenses

Cost of revenue consists of direct materials, direct labor and overhead for our production-level wireless charging systems. Research and development expenses include costs associated with our efforts to develop our technology, including personnel compensation, consulting, engineering supplies and components, intellectual property costs, regulatory expense and general office expenses specifically related to the research and development department. Sales and marketing expenses include costs associated with selling and marketing our technology to our customers, including personnel compensation, public relations, graphic design, tradeshow, engineering supplies utilized by the sales team and general office expenses specifically related to the sale and marketing department. General and administrative expenses include costs for general and corporate functions, including personnel compensation, facility fees, travel, telecommunications, insurance, professional fees, consulting fees, general office expenses, and other overhead.

26

Three Months Ended March 31, 2024 and 2023

The following table sets forth selected Condensed Statements of Operations data (in thousands) and such data as a percentage of revenue:

    

Three months ended March 31,

    

2024

    

  

2023

    

 

Revenue

$

64

 

100

%  

$

97

 

100

%

Costs and expenses:

 

  

 

  

 

  

 

  

Cost of revenue

 

109

 

170

%  

 

139

 

143

%

Research and development

 

2,349

 

3,670

%  

 

3,079

 

3,174

%

Sales and marketing

 

873

 

1,364

%  

 

1,212

 

1,249

%

General and administrative

 

1,835

 

2,867

%  

 

1,961

 

2,022

%

Severance expense

 

1,563

 

2,442

%  

 

 

Total operating expenses

 

6,729

 

10,514

%  

 

6,391

 

6,589

%

Loss from operations

 

(6,665)

 

(10,414)

%  

 

(6,294)

 

(6,489)

%

Other (expense) income:

 

  

 

  

 

  

 

  

Offering costs related to warrant liability

 

 

 

(592)

 

(610)

%

Change in fair value of warrant liability

 

(82)

 

(128)

%  

 

 

Interest income

 

148

 

231

%  

 

233

 

240

%

Total other (expense) income

 

66

 

103

%  

 

(359)

 

(370)

%

Net loss

$

(6,599)

 

(10,311)

%  

$

(6,653)

 

(6,859)

%

Revenue. During the three months ended March 31, 2024 and 2023, we recorded revenue of $0.1 million and $0.1 million, respectively. There was a slight decrease due to a decrease in transmitter sales volume.

Costs and Expenses and Loss from Operations. Costs and expenses are made up of cost of revenue, research and development, sales and marketing, general and administrative and severance expense. Loss from operations for the three months ended March 31, 2024 and 2023 were $6.7 million and $6.3 million, respectively.

Cost of Revenue:

    

Three months ended March 31,

  

    

  

 

    

2024

    

2023

    

$Change

    

% Change

 

Cost of sales

$

109

$

139

$

(30)

 

(22)

%

Percent of total revenue

 

170

%  

 

143

%