As filed with the Securities and Exchange Commission on August 16, 2022

Registration No. 333-                






Washington, D.C. 20549










(Exact Name of Registrant as Specified in Its Charter)




Delaware   46-1318953

(State or Other Jurisdiction

of Incorporation or Organization)


(I.R.S. Employer

Identification No.)

3590 North First Street, Suite 210

San Jose, CA 95134

(Address of Principal Executive Offices) (Zip Code)

2017 Equity Inducement Plan

(Full Title of the Plan)

Cesar Johnston

Chief Executive Officer

Energous Corporation

3590 North First Street, Suite 210

San Jose, CA 95134

(Name and Address of Agent For Service)

(408) 963-0200

(Telephone Number, including area code, of agent for service)

Copies to:

Mark A. Leahy, Esq.

Amanda L. Rose, Esq.

Fenwick & West LLP

801 California Street

Mountain View, California 94041

(650) 988-8500



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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


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 7(a)(2)(B) of the Securities Act.  ☐






Pursuant to General Instruction E of Form S-8, Energous Corporation (the “Registrant” or the “Company”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 2,000,000 additional shares of common stock under the Registrant’s 2017 Equity Inducement Plan (the “2017 Plan”). This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statement on Form S-8 filed with the Commission March 16, 2018 (Registration No. 333-223747).



The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended (the “Securities Act”) and the instructions to Form S-8. In accordance with the rules and regulations of Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.




Item 3.

Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:



the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 23, 2022, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);



the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-36379) filed with the Commission on March 26, 2014, pursuant to Section 12(b) of the Exchange Act, and including any other amendments or reports filed for the purpose of updating such description; and



all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above.

All reports and definitive proxy or information statements filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except as to documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8.


The following exhibits are filed herewith:




   Exhibit Description    Incorporated by Reference    Filed
   Form    File No.    Filing Date    Exhibit     
    5.1    Opinion of Fenwick & West LLP as to legality of securities being registered                X
  10.1    2017 Equity Inducement Plan    10-K    001-36379    March 16, 2018    10.29   
  23.1    Consent of Independent Registered Public Accounting Firm                X
  23.2    Consent of Fenwick & West LLP (included in Exhibit 5.1)                X
  24.1    Power of Attorney (included on signature page hereto)                X
107.1    Calculation of Filing Fee Table                X


Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 16th day of August, 2022.



/s/ Cesar Johnston

  Cesar Johnston

Chief Executive Officer

(Principal Executive Officer)


KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Energous Corporation, a Delaware corporation, do hereby constitute and appoint Cesar Johnston and William Mannina, or each of them individually, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.


Signature    Title    Date

/s/ Cesar Johnston

Cesar Johnston


Chief Executive Officer

(Principal Executive Officer)

   August 16, 2022

/s/ William Mannina

William Mannina


Acting Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

   August 16, 2022

/s/ Reynette Au

Reynette Au

   Chairman of the Board and Director    August 16, 2022

/s/ Sheryl Wilkerson

Sheryl Wilkerson

   Director    August 16, 2022

/s/ Rahul Patel

Rahul Patel

   Director    August 16, 2022

/s/ Kathleen A. Bayless

Kathleen A. Bayless

   Director    August 16, 2022


J. Michael Dodson

   Director    August 16, 2022


David E. Roberson

   Director    August 16, 2022