UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 2019
Energous Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-36379 | 46-1318953 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3590 North First Street, Suite 210
San Jose, California 95134
(Address of principal executive offices) (Zip Code)
(408) 963-0200
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| 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 LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On August 20, 2019 and September 3, 2019, Energous Corporation (“Company”) filed two Form 8-Ks (including amendments thereof, the “Original Reports”) reporting the appointment of Rahul Patel, Mike Noonen and Reynette Au as members of the Company’s Board of Directors (“Board”) and the resignations of Martin Cooper, Carol Lindstrom and Rex Jackson as members of the Board. At the time of the Original Reports, the Board had not determined to which committees the new directors would be appointed; this amendment is being filed to report those committee memberships.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 15, 2019, Martin Cooper and Carol Lindstrom informed the Company that they were resigning from the Board, effective immediately. None of the resignations was as the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On August 16, 2019, Rahul Patel and Mike Noonen were appointed as members of the Board, to serve until the 2020 annual meeting of stockholders or such time as a successor is duly elected.
On August 28, 2019, Rex Jackson informed the Company that he was resigning from the Board, effective immediately. The resignation was not as the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On August 28, 2019, Reynette Au was appointed as a member of the Board, to serve until the 2020 annual meeting of stockholders or such time as a successor is duly elected.
Each of the newly-appointed Board members will be compensated pursuant to the Company’s standard director compensation arrangement (provided that the initial equity award under this arrangement for each of the newly-appointed Board members will be a restricted stock unit covering 42,063 shares of common stock and vesting over three years), and each has entered into the Company’s standard indemnification agreement for directors. There are no arrangements or understandings between any of the newly-appointed Board members and any other person pursuant to which he or she was elected as a director. There are no transactions between the Company and any of the new Board members that would require disclosure under Item 404(a) of Regulation S-K.
On September 6, 2019, the Board: appointed Mr. Patel to serve as a member of the Corporate Governance and Nominating Committee and the Technology and Revenue Committee; appointed Mr. Noonen to serve as a member of the Audit Committee and the Technology and Revenue Committee; and appointed Ms. Au to serve as a member of the Technology and Revenue Committee.
Item 8.01 Other Events.
As of September 6, 2019: the Company’s Audit Committee consists of Dan Fairfax (Chairman), Mike Noonen and Robert Griffin; the Compensation Committee consists of Robert Griffin (Chairman), John Gaulding and Nick Alexopoulos; the Corporate Governance and Nominating Committee consists of John Gaulding (Chairman), Rahul Patel and Dan Fairfax; and the Technology and Revenue Committee consists of Nick Alexopoulos (Chairman), Rahul Patel, Reynette Au and Mike Noonen.
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.
| Date: September 11, 2019 | By: | /s/ Brian Sereda | ||||
| Brian Sereda | ||||||
| Senior Vice President and Chief Financial Officer |