UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2018
ENERGOUS CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-36379 | 46-1318953 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3590 North First Street, Suite 210
San Jose, California 95134
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (408) 963-0200
Not Applicable
(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)) |
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. ☒
Item 2.02. Results of Operations and Financial Condition.
On May 1, 2018, Energous Corporation announced its unaudited financial results for the quarter ended March 31, 2018. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release, dated May 1, 2018, issued by Energous Corporation, furnished herewith. | |
2
SIGNATURES
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.
| ENERGOUS CORPORATION | ||||||
| Date: May 1, 2018 | By: | /s/ Brian Sereda | ||||
| Brian Sereda | ||||||
| Senior Vice President & Chief Financial Officer | ||||||
3
Exhibit 99.1
Energous Corporation Reports First Quarter 2018 Financial Results
SAN JOSE, CA – May 1, 2018 – Energous Corporation (NASDAQ: WATT), the developer of WattUp®, a revolutionary wire-free, over-the-air, power-at-a-distance charging technology, today announced financial results for the first quarter ended March 31, 2018 and provided an update on its operational progress.
Recent Highlights
| • | Received FCC certification for Near Field wireless charging transmitter operating in the 900MHz band |
| • | Received first international Near Field certifications from the European Union and other countries. Combined with the recent FCC certification, represents a total of 38 countries in 5 regions that are now certified for Energous Near Field wireless charging transmitter and receiver technology |
| • | Sampled high-efficiency GaAs and GaN chipsets supporting high-power Near Field charging solutions with foreign object detection and coexistence capabilities |
| • | Expanded presence in the medical devices market by shipping pre-production quantities of chipsets to a new customer in April |
| • | Increased patent count to 135 (94 patents/41 allowed applications as of May 1, 2018) |
| • | Demonstrated WattUp technology at TCB Council workshop, attended by international regulatory test labs and regulators |
First Quarter Highlights
| • | Completed $40 million at-the-market equity offering |
| • | Booked a $50,000 order for engineering services, and completed the first milestone for revenue of $25,000 |
Energous Corporation Reports First Quarter 2018 Financial Results
| • | Shipped pre-production quantities of chipsets and evaluation kits to top tier customers in the hearable, hearing aid and wearables markets in preparation for anticipated customer product ramps in 2018 |
| • | Appointed Robert Griffin as chairman of the board |
| • | Expanded the board with the addition of Dr. Nick Alexopoulos and Carol Lindstrom |
| • | Demonstrated latest WattUp technology at Mobile World Congress 2018 and at the AirFuel Wireless Power Conference and Developers Forum |
“Energous continues to drive toward commercialization, having received orders for pre-production products, while continuing to work with a large roster of consumer electronics companies to incorporate WattUp into future devices,” said Stephen R. Rizzone, president and CEO. “We have made significant progress with our partners, advances in regulatory clearances and have built a solid foundation from which to grow revenue as we execute a go-to-market plan.”
Unaudited 2018 First Quarter Financial Results
For the first quarter ending March 31, 2018, Energous recorded:
| • | Revenue of $25,000 |
| • | Operating expenses of $13.5 million (GAAP), comprised of $8.7 million in research and development, $3.3 million in general and administrative costs and $1.5 million in sales and marketing expenses |
| • | Net loss of $13.4 million, or a loss of $0.55 per basic and diluted share |
| • | Adjusted EBITDA (a non-GAAP financial measure) loss of $8.5 million |
| • | $44.9 million in cash and cash equivalents at the end of the first quarter, with no debt |
2018 First Quarter 2018 Conference Call
Energous will host a conference call to discuss its financial results, recent progress and prospects for the future.
Energous Corporation Reports First Quarter 2018 Financial Results
When: Tuesday, May 1, 2018
Time: 1:30 p.m. PT (4:30 p.m. ET)
Phone: 888-317-6003 (domestic); 412-317-6061 (international)
Passcode: 6269170
Replay: Accessible through May 14, 2018
877-344-7529 (domestic); 412-317-0088 (international); passcode 10119110
Webcast: Accessible at Energous.com; archive available for approximately one year
Note about Non-GAAP Financial Measures
In addition to the unaudited results presented in accordance with generally accepted accounting principles, or GAAP, in this press release, Energous presents adjusted EBITDA, which is a non-GAAP financial measure. Adjusted EBITDA is determined by taking net loss and eliminating the impacts of interest, taxes, depreciation, amortization and stock-based compensation. The company’s definition of adjusted EBITDA may not be comparable to the definitions of similarly-titled measures used by other companies. Energous believes that this non-GAAP financial measure, viewed in addition to and not in lieu of its reported GAAP results, provides useful information to investors by providing a more focused measure of operating results. This metric is used as part of the company’s internal reporting to evaluate its operations and the performance of senior management. A table reconciling this measure to the comparable GAAP measure is available in the accompanying financial tables below.
About Energous Corporation
Energous Corporation is the developer of WattUp® — an award-winning, wire-free charging technology that will transform the way consumers and industries charge and power electronic devices at home, in the office, in the car and beyond. WattUp is a revolutionary radio frequency (RF) based charging solution that delivers intelligent, scalable power via radio bands, similar to a Wi-Fi router. WattUp differs from older wireless charging systems in that it delivers contained power, at a distance, to multiple devices — thus resulting in a wire-free experience that saves users from having to remember to plug in their devices. For more information, please visit Energous.com.
Energous Corporation Reports First Quarter 2018 Financial Results
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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,” “should,” “could,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or other comparable terms. All statements in this release that are not based on historical fact are “forward-looking statements.” Examples of forward-looking statements include, among others, our statements about the timing of required regulatory approvals, number and timing of potential orders and customers’ product launches, and commercialization of our technology. While management bases its forward-looking statements in this release on its current expectations, the information on which those expectations were based may change. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those 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, the following: our ability to develop commercially feasible technologies; receipt of necessary regulatory approvals; timing and amount of new orders and revenue recognition; dependence on our strategic relationship with Dialog; market acceptance of our technology; the extent of competition in our industry; our ability to protect our intellectual property; unplanned expenses associated with new product development; and other risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to
Energous Corporation Reports First Quarter 2018 Financial Results
publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
— Financial Tables Follow —
Energous Corporation
BALANCE SHEETS
(Unaudited)
| As of | ||||||||
| March 31, 2018 | December 31, 2017 | |||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 44,857,735 | $ | 12,795,254 | ||||
| Accounts receivable |
25,000 | — | ||||||
| Prepaid expenses and other current assets |
654,289 | 1,026,310 | ||||||
| Prepaid rent, current |
80,784 | 80,784 | ||||||
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| Total current assets |
45,617,808 | 13,902,348 | ||||||
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| Property and equipment, net |
1,353,008 | 1,413,917 | ||||||
| Prepaid rent, non-current |
36,472 | 56,668 | ||||||
| Other assets |
32,512 | 32,512 | ||||||
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| Total assets |
$ | 47,039,800 | $ | 15,405,445 | ||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: |
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| Accounts payable |
$ | 1,904,031 | $ | 2,024,690 | ||||
| Accrued expenses |
2,182,485 | 1,622,025 | ||||||
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| Total current liabilities |
4,086,516 | 3,646,715 | ||||||
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| Stockholders’ equity: |
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| Preferred Stock, $0.00001 par value, 10,000,000 shares authorized at March 31, 2018 and December 31, 2017; no shares issued or outstanding. |
— | — | ||||||
| Common Stock, $0.00001 par value, 50,000,000 shares authorized at March 31, 2018 and December 31, 2017; 25,415,798 and 22,584,588 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively. |
253 | 225 | ||||||
| Additional paid-in capital |
230,297,937 | 185,659,954 | ||||||
| Accumulated deficit |
(187,344,906 | ) | (173,901,449 | ) | ||||
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| Total stockholders’ equity |
42,953,284 | 11,758,730 | ||||||
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| Total liabilities and stockholders’ equity |
$ | 47,039,800 | $ | 15,405,445 | ||||
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Energous Corporation Reports First Quarter 2018 Financial Results
Energous Corporation
STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2018 | 2017 | |||||||
| Revenue: |
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| Engineering product development |
$ | 25,000 | $ | 575,368 | ||||
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| Total revenue |
25,000 | 575,368 | ||||||
| Operating expenses: |
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| Research and development |
8,721,552 | 8,353,184 | ||||||
| Sales and marketing |
1,472,396 | 1,595,452 | ||||||
| General and administrative |
3,280,215 | 3,102,751 | ||||||
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| Total operating expenses |
13,474,163 | 13,051,387 | ||||||
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| Loss from operations |
(13,449,163 | ) | (12,476,019 | ) | ||||
| Other income (expense): |
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| Loss on sales of property and equipment, net |
— | (726 | ) | |||||
| Interest income |
5,706 | 3,605 | ||||||
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| Total |
5,706 | 2,879 | ||||||
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| Net loss |
$ | (13,443,457 | ) | $ | (12,473,140 | ) | ||
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| Basic and diluted net loss per common share |
$ | (0.55 | ) | $ | (0.61 | ) | ||
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| Weighted average shares outstanding, basic and diluted |
24,536,274 | 20,484,987 | ||||||
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Energous Corporation
Reconciliation of Non-GAAP Information
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2018 | 2017 | |||||||
| Net loss (GAAP) |
$ | (13,443,457 | ) | $ | (12,473,140 | ) | ||
| Add (subtract) the following items: |
||||||||
| Interest income |
(5,706 | ) | (3,605 | ) | ||||
| Depreciation and amortization |
299,520 | 326,563 | ||||||
| Stock-based compensation |
4,609,208 | 3,538,191 | ||||||
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| Adjusted EBITDA (non-GAAP) |
$ | (8,540,435 | ) | $ | (8,611,991 | ) | ||
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# # #
Energous Corporation Reports First Quarter 2018 Financial Results
Energous Public Relations
PR@energous.com
408-963-0200
Investor Relations Contact:
Bishop IR
Mike Bishop
(415) 894-9633
IR@energous.com