Energous Corp

Previous wording

With a patent portfolio exceeding 250 patents, our solutions support both near-field and at-a-distance wireless charging, supplying power at multiple levels across varying distances, as well as expertise in advanced receiver technology. By enabling continuous wireless power transmission, our transmitter and receiver technologies facilitate the use of battery-free ambient IoT devices, transforming asset and inventory tracking across multiple industries. Key applications include retail sensors, electronic shelf labels, asset trackers, air quality monitors, motion detectors, and other smart monitoring solutions.

Current wording

With a patent portfolio exceeding 300 patents, our solutions support both near-field and at-a-distance wireless power transmission and include advanced receiver technology designed for use across multiple device categories. Applications include retail sensors, ESLs, asset trackers, air quality monitors, motion detectors, and other monitoring solutions.

Previous wording

We believe our technology represents a breakthrough in wireless power delivery, offering a differentiated approach to charging IoT devices via RF technology. To date, we have developed and released multiple transmitter and receiver solutions. Our transmitters vary in form factor, power specifications, and operating frequencies, while our receivers are engineered to support a wide range of wireless charging applications across multiple device categories. including:

Current wording

To date, we have developed and released multiple transmitter and battery-free receiver products. Our transmitters vary in form factors, power specifications, and operating frequencies, and our receivers are designed to support a range of wireless power-enabled device applications, including:

Previous wording

The first WPN-enabled end product featuring our technology entered the market in 2019. In the fourth quarter of 2021, we commenced shipments of its first at-a-distance wireless PowerBridge transmitter systems for commercial IoT applications and proof-of-concept deployments. As we continue to innovate our technology applications, we anticipate the release of additional wireless power-enabled products. In the second quarter of 2025, the Company introduced its battery-free e-Sense tag and e-Compass software platform, establishing the first end-to-end wireless power platform for the ambient IoT.

Current wording

The first WPN-enabled product featuring our technology entered the market in 2019. In the fourth quarter of 2021, we commenced shipments of at-a-distance PowerBridge transmitter systems for commercial IoT applications and proof-of-concept deployments. In the second quarter of 2025, we introduced the battery-free e-Sense tag and the e-Compass cloud-based software platform, which together supported the first end-to-end wireless power-enabled IoT device monitoring and management solution. As we continue to innovate our technology applications, we anticipate the release of additional wireless power-enabled products.

Previous wording

Revenue. During the three months ended September 30, 2025 and 2024, we recorded revenue of $1.3 million and $0.2 million, respectively. The 453% year over year increase is primarily due to the expansion of commercial applications with multinational enterprise retailers, including two Fortune 10 companies, deploying our WPN technology in connection with their infrastructure modernization initiatives as well as a proof-of-concept deployment with a Fortune 500 customer referred through the Company’s participation in the Amazon Web Services (“AWS”) Partner Network.

Current wording

Revenue. During the three months ended March 31, 2026 and 2025, we recorded revenue of $3.1 million and $0.3 million, respectively. The 799% period-over-period increase is primarily due to the expansion of commercial deployments with multinational enterprise retailers, including two Fortune 10 companies, deploying our WPN technology in connection with their infrastructure modernization initiatives as well as large scale proof-of-concept deployments with enterprise customers referred through the Company’s participation in the Amazon Web Services (“AWS”) Partner Network and other channel partners.

Previous wording

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 expenses. Loss from operations for the three months ended September 30, 2025 and 2024 was $2.2 million and $3.6 million, respectively.

Current wording

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 expenses. Loss from operations for the three months ended March 31, 2026 and 2025 was $1.8 million and $3.6 million, respectively.

Previous wording

Cost of revenue was $0.8 million and $0.3 million, respectively, for the three months ended September 30, 2025 and 2024. The increase is primarily due to higher sales volume of PowerBridge Pro transmitters that were shipped during the third quarter of 2025. With the ramp up of our volume manufacturing during 2025 and other strategic efforts made to optimize operations, product margins improved significantly, transitioning from a gross loss in 2024 of $76,000 to a gross profit in 2025 of approximately $0.5 million, representing a 703% year over year improvement in gross profit for the same quarter last year.

Current wording

Cost of revenue was $2.0 million and $0.3 million, respectively, for the three months ended March 31, 2026 and 2025, respectively. The increase is primarily due to higher sales volume of PowerBridge Pro transmitters that were shipped during the first quarter of 2026. With the ramp up of our volume manufacturing during 2025 and early 2026 and other strategic efforts made to optimize operations, product margins improved significantly, transitioning from a gross profit in the first quarter 2025 of $0.1 million to a gross profit in the first quarter 2026 of approximately $1.1 million, representing a 1,077% year over year improvement in gross profit for the same quarter last year.

Previous wording

Research and development (“R&D”) costs were $0.9 million and $1.5 million, respectively, for the three months ended September 30, 2025 and 2024. The decrease of $0.6 million is primarily due to a $0.5 million decrease in payroll costs from a lower headcount within the R&D department.

Current wording

Research and development (“R&D”) costs were $1.0 million and $1.2 million, respectively, for the three months ended March 31, 2026 and 2025. The decrease of $0.2 million is primarily due to a $0.1 million decrease in third party services and a $0.1 million decrease in payroll costs.

Previous wording

Sales and marketing costs for the three months ended September 30, 2025 and 2024 were $0.5 million and $0.7 million, respectively. The decrease of $0.2 million is primarily due to a $0.1 million decrease in stock-based compensation and a $0.1 million decrease in consulting fees.

Current wording

Sales and marketing costs for both the three months ended March 31, 2026 and 2025 were $0.5 million and $0.6 million, respectively. The decrease is primarily due to a $0.1 million decrease in consulting fees.

Previous wording

General and administrative costs for the three months ended September 30, 2025 and 2024 were $1.2 million and $1.3 million, respectively. The overall change was relatively flat. A $0.1 million increase in compensation and a $0.1 million increase in stock registration and transfer expenses were offset by a $0.2 million decrease in legal fees for patent and general corporate matters.

Current wording

General and administrative costs for the three months ended March 31, 2026 and 2025 were $1.4 million and $0.9 million, respectively. The increase of $0.5 million was primarily due to $0.1 million increase in compensation from the achievement of 2026 Bonus Plan metrics, a $0.3 million increase in legal fees, and a $0.1 million increase in stock registration and transfer expenses, partially offset by a $0.1 million decrease in office rent and facility expenses.

Previous wording

Severance expense for the three months ended September 30, 2025 and 2024 was $8,000 and $0.1 million, respectively. Severance expense for both the three months ended September 30, 2025 and 2024 was related to separation with certain non-executive employees.

Current wording

Severance expense for the three months ended March 31, 2025 of $0.4 million related to separation with certain non-executive employees. There was no such expense for the three months ended March 31, 2026.

Previous wording

Expenses related to our abandoned financing transaction were $0.7 million for the nine months ended September 30, 2025, primarily attributable to our decision to terminate the previously announced convertible preferred equity offering under Regulation A. There was no such expense during the nine months ended September 30, 2024.

Current wording

Expenses from the abandoned financing transaction was $0.7 million for the three months ended March 31, 2025, primarily attributable to our decision not to pursue the convertible preferred equity offering under Regulation A. This decision was made because we were able to secure less dilutive financing through our ATM Program at a lower cost of capital. There was no such expense for the three months ended March 31, 2026.

Previous wording

Other expense resulting from the change in fair value of the warrant liability was $10,000 for the three months ended September 30, 2025, compared to $0.2 million in income for the three months ended September 30, 2024. As of September 30, 2025, the 2023 Warrants were fully exercised, eliminating the related warrant liability.

Current wording

Other expense resulting from the change in fair value of the warrant liability was $0.3 million for the three months ended March 31, 2025. On September 10, 2025, the 2023 Warrants were fully exercised, eliminating the related warrant liability. As of both December 31, 2025 and March 31, 2026, we no longer have warrants classified as a liability on our balance sheet.

Previous wording

Net interest income for the nine months ended September 30, 2025 was $59,000, as we earned $353,000 in interest income from our money market account, partially offset by $294,000 in interest expense from a short-term loan. Interest income for the nine months ended September 30, 2024 was $219,000 from interest earned on our money market account, offset by $4,000 in interest expense.

Current wording

Net interest income for the three months ended March 31, 2026 was $0.2 million from interest earned in our money market account. Net interest expense for the three months ended March 31, 2025 was approximately $22,000 from short-term loan interest expense of $187,000, partially offset by interest income of $165,000 earned in our money market account.

Previous wording

Net Loss. As a result of the above, net loss for the three months ended September 30, 2025 was $2.1 million as compared to $3.4 million for the three months ended September 30, 2024.

Current wording

Net Loss. As a result of the above, net loss for the three months ended March 31, 2026 was $1.7 million as compared to $3.4 million for the three months ended March 31, 2025.

Previous wording

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

Current wording

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

Previous wording

Going Concern. Accounting Standards Codification (“ASC”) 205-40 “Presentation of Financial Statements - Going Concern,” requires management to assess our ability to continue as a going concern. In accordance with this guidance, we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. We have determined that there was substantial doubt about our ability to continue as a going concern, but it was alleviated based on financing received in 2025, as well as current operating levels and further cost reductions implemented in the first and second quarters of 2025. We anticipate cash flows generated from operations and our cash and cash equivalents will be sufficient to meet our liquidity needs for at least the next 12 months.

Current wording

Going Concern. Accounting Standards Codification (“ASC”) 205-40Presentation of Financial Statements - Going Concern, requires management to assess our ability to continue as a going concern. In accordance with this guidance, we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. We anticipate cash flows generated from operations and our cash and cash equivalents will be sufficient to meet our liquidity needs for at least the next 12 months.

Previous wording

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 proceeds.

Current wording

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 proceeds received.

Previous wording

We record revenue associated with the sales of products, such as PowerBridge transmitter systems, and with product development projects that we enter into with certain customers. For the sales of products, we generally record revenue upon shipment of the products. In general, product development projects are complex, and we do not have certainty about our ability to achieve the project milestones. The achievement of a milestone is dependent on our performance obligation and requires acceptance by the customer. We recognize 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 our 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.

Current wording

We record a majority of our revenue based on the shipment of products that we sell. Generally, there is a five-day return policy on our shipment of products. Additionally, we record revenue associated with product development projects that we enter into with certain customers. In general, these product development projects are complex, and we do not have certainty about our ability to achieve the project milestones. The achievement of a milestone is dependent on our performance obligation and requires acceptance by the customer. We recognize 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 our 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.

Previous wording

Accordingly, we expect 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 we would find acceptable, or at all. If we are unsuccessful in implementing this plan, we will be required to make further cost and expense reductions or modifications to our on-going operations and strategic plans.

Current wording

As we gain traction in the market with our new technology and continues to invest capital in transitioning and scaling the business from research and development of new technologies to commercial production, there can be no assurance that our available resources and revenue generated from our business operations will be sufficient to sustain our operations, as adoption of this emerging technology by enterprise customers may take longer than expected. Accordingly, we may decide to pursue additional financing, which could include offerings of equity or debt securities, bank financing, 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 we would find acceptable, or at all. If we are unsuccessful in implementing this plan, we will be required to make further cost and expense reductions or modifications to its on-going operations and strategic plans.

Previous wording

During the nine months ended September 30, 2024, cash flows used in operating activities were $14.9 million, consisting of a net loss of $14.3 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $0.4 million (principally stock-based compensation of $0.7 million and depreciation and amortization of $0.1 million, partially offset by a change in fair value of warrant liability of $0.4 million), a $0.3 million decrease in accounts payable, a $0.3 million decrease in accrued expenses, a $0.3 million increase in inventory and a $0.1 million decrease in accrued severance.

Current wording

Operating Activities - During the three months ended March 31, 2026, cash flows used in operating activities were $5.6 million, consisting of a net loss of $1.7 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $0.1 million (principally stock-based compensation of $50,000 and depreciation and amortization of $34,000), a $2.7 million increase in prepaid expenses and other current assets, a $1.3 million decrease in accrued expenses, a $0.2 million increase in accounts receivable, a $0.1 million decrease in operating lease liabilities, a $0.1 million increase in other assets and a $47,000 decrease in accounts payable, partially offset by a $0.3 million decrease in inventory, a $0.1 million decrease in right-of-use lease assets and a $0.1 million increase in deferred revenue.

Previous wording

*Operating Activities -*During the nine months ended September 30, 2025, cash flows used in operating activities were $10.0 million, consisting of a net loss of $8.3 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $0.2 million (principally stock-based compensation of $0.2 million, depreciation and amortization of $0.1 million and accrued interest and amortization of short-term loan financing fees of approximately $0.1 million, partially offset by a change in fair value of warrant liability of $0.3 million), a $1.2 million increase in accounts receivable, a $0.7 million increase in inventory, a $0.6 million decrease in accounts payable and a $0.4 million decrease in operating lease liabilities, partially offset by a $0.5 million decrease in right-of-use assets, a $0.4 million increase in accrued expenses and a $0.1 million decrease in prepaid expenses and other current assets.

Current wording

During the three months ended March 31, 2025, cash flows used in operating activities were $4.7 million, consisting of a net loss of $3.4 million, plus adjustments to reconcile net loss to net cash used in operating activities aggregating $0.1 million (principally change in fair value of warrant liability of $0.3 million, partially offset by stock-based compensation of $0.1 million and depreciation and amortization and amortization of short-term loan fees totaling approximately $0.1 million), a $0.6 million decrease in accounts payable, a $0.5 million decrease in accrued expenses, a $0.2 million increase in accounts receivable, a $0.2 million decrease in operating lease liabilities and a $0.1 million increase in inventory, partially offset by a $0.3 million decrease in operating lease right-of-use assets, a $0.1 million decrease in prepaid expenses and other current assets and a $0.1 million increase in accrued severance.

Previous wording

*Investing Activities -*During the nine months ended September 30, 2025 and 2024, cash flows used in investing activities were $43,000 and $0.1 million, respectively. A small amount of hardware and equipment was purchased during each period.

Current wording

Investing Activities - During the three months ended March 31, 2026 and 2025, cash flows used in investing activities were $38,000 and $21,000, respectively. A small amount of hardware and equipment was purchased during each period.

Previous wording

During the nine months ended September 30, 2024, cash flows provided by financing activities were $2.5 million, which primarily consisted of $1.8 million in net proceeds from a registered direct offering that included the sale of common stock, pre-funded warrants and warrants and $0.8 million in net proceeds from the sale of shares of our common stock under the ATM Program.

Current wording

Financing Activities - During the three months ended March 31, 2026, cash flows provided by financing activities were $31.8 million, which primarily consisted of $31.9 million in net proceeds from the sale of shares of our common stock under the ATM Program, partially offset by $0.1 million in repayments of financed insurance.

Previous wording

*Financing Activities -*During the nine months ended September 30, 2025, cash flows provided by financing activities were $21.6 million, which primarily consisted of $18.2 million in net proceeds from the sale of shares of our common stock under the ATM Program, $4.1 million in net proceeds from the sale of stock, pre-funded warrants and warrants and $0.4 million in proceeds from warrant exercises, partially offset by $0.9 million in repayments of a short-term loan and $0.2 million in repayments of financed insurance.

Current wording

During the three months ended March 31, 2025, cash flows provided by financing activities were $13.4 million, which primarily consisted of $13.8 million in net proceeds from the sale of shares of our common stock under the ATM Program, partially offset by $0.3 million in repayments of a short-term loan and $0.1 million in repayments of financed insurance.

Previous wording

On June 21, 2024, we entered into the At the Market Offering Agreement with H.C. Wainwright & Co., LLC, as sales agent, pursuant to which we could issue and sell of up to $3.45 million in shares of our common stock (as amended to date, the “ATM Program”). During the year ended December 31, 2024, we sold 228,392 shares of our common stock under the ATM Program for net proceeds of approximately $3.1 million (net of commissions and other related offering expenses of approximately $0.3 million).

Current wording

On June 21, 2024, we entered into the At the Market Offering Agreement with H.C. Wainwright & Co., LLC, as sales agent, pursuant to which we could issue and sell of up to $3.45 million in shares of our common stock (as amended to date, the “ATM Program”).

Previous wording

Among other adjustments since June 2024, on February 13, 2025, the Company filed a prospectus supplement for the issuance and sale of an additional $80.0 million in shares of common stock under the ATM Program, which ATM capacity was subsequently reduced to up to $70.0 million in shares of common stock on September 10, 2025. During the three months ended September 30, 2025, we sold 232,989 shares of our common stock under the ATM Program for net proceeds of approximately $2.4 million (net of commissions and other related offering expenses of approximately $0.1 million). During the nine months ended September 30, 2025, we sold 1,082,875 shares of our common stock under the ATM Program for net proceeds of approximately $18.2 million (net of commissions and other related offering expenses of approximately $1.2 million). As of September 30, 2025, approximately $64.7 million in shares of common stock remained available for issuance under the ATM Program, subject to availability of authorized shares.

Current wording

On February 13, 2025, the Company filed a prospectus supplement for the issuance and sale of an additional $80.0 million in shares of common stock under the ATM Program, which ATM capacity was subsequently reduced to up to $70.0 million in shares of common stock on September 10, 2025. During the three months ended March 31, 2026, we sold 3,299,728 shares of our common stock under the ATM Program for net proceeds of approximately $31.9 million (net of commissions and other related offering expenses of approximately $1.0 million). As of March 31, 2026, approximately $31.7 million in shares of common stock remained available for issuance under the ATM Program, subject to availability of authorized shares.

Previous wording

On September 10, 2025, we entered into a securities purchase agreement with an institutional investor (the “Investor”), providing for the issuance and sale, in a registered direct offering (the “2025 Offering”), of (i) 120,000 shares of our common stock, (ii) pre-funded warrants to purchase up to 465,347 shares of common stock (the “2025 Pre-Funded Warrants”), and (iii) warrants to purchase up to an aggregate of 585,347 shares of common stock (the “2025 Warrants”). Each share of common stock and 2025 Pre-Funded Warrant is being offered and sold together with an accompanying 2025 Warrant at a combined price of $7.92 per share of common stock or 2025 Pre-Funded Warrant and accompanying Warrant, as applicable. Each 2025 Pre-Funded Warrant and 2025 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 $0.00001 per share, in the case of the 2025 Pre-Funded Warrants, or $7.79 per share, in the case of the 2025 Warrants. The 2025 Pre-Funded Warrants expire when they are exercised in full and the 2025 Warrants expire five years from the date of issuance.

Current wording

On September 10, 2025, we entered into a securities purchase agreement with an institutional investor (the “Investor”), providing for the issuance and sale, in a registered direct offering (the “2025 Offering”), of (i) 120,000 shares of our common stock, (ii) pre-funded warrants to purchase up to 465,347 shares of common stock (the “2025 Pre-Funded Warrants”), and (iii) warrants to purchase up to an aggregate of 585,347 shares of common stock (the “2025 Warrants”). Each share of common stock and 2025 Pre-Funded Warrant was offered and sold together with an accompanying 2025 Warrant at a combined price of $7.92 per share of common stock or 2025 Pre-Funded Warrant and accompanying 2025 Warrant, as applicable. Each 2025 Pre-Funded Warrant and 2025 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 $0.00001 per share, in the case of the 2025 Pre-Funded Warrants, or $7.79 per share, in the case of the 2025 Warrants. The 2025 Pre-Funded Warrants expire when they are exercised in full and the 2025 Warrants expire five years from the date of issuance. As of March 31, 2026, no 2025 Pre-Funded Warrants and 585,347 2025 Warrants were outstanding.

Previous wording

The 2025 Offering closed on September 11, 2025. We received net proceeds of approximately $4.1 million from the 2025 Offering, after deducting placement agent fees and estimated offering expenses.

Current wording

The 2025 Offering closed on September 11, 2025. We received net proceeds of approximately $4.0 million from the 2025 Offering, after deducting placement agent fees and estimated offering expenses.

Previous wording

Additionally, pursuant to the Engagement Letter, dated as of July 9, 2024, as amended on December 20, 2024 and August 20, 2025 (the “Original Engagement Letter”), between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), and the Engagement Letter Joinder Agreement, dated as of September 10, 2025 (the “Joinder Agreement” and, together with the Original Engagement Letter, the “Engagement Letter”), by and among Energous, Wainwright and Rodman & Renshaw LLC (“Rodman & Renshaw” and, together with Wainwright, the “Placement Agents”), Energous, in connection with the closing of the 2025 Offering, agreed to issue to the Placement Agents or their respective designees warrants (the “Registered Direct Offering Placement Agent Warrants”) to purchase up to an aggregate of 40,974 shares of common stock. The Registered Direct Offering Placement Agent Warrants have substantially the same terms as the 2025 Warrants, except the Registered Direct Offering Placement Agent Warrants are exercisable at any time on or after the date of issuance to purchase one share of common stock at a price of $9.90 per share and the Registered Direct Offering Placement Agent Warrants expire on September 10, 2030.

Current wording

Additionally, pursuant to the Engagement Letter, dated as of July 9, 2024, as amended on December 20, 2024 and August 20, 2025 (the “Original Engagement Letter”), between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), and the Engagement Letter Joinder Agreement, dated as of September 10, 2025 (the “Joinder Agreement” and, together with the Original Engagement Letter, the “Engagement Letter”), by and among Energous, Wainwright and Rodman & Renshaw LLC (“Rodman & Renshaw” and, together with Wainwright, the “Placement Agents”), Energous, in connection with the closing of the 2025 Offering, agreed to issue to the Placement Agents or their respective designees warrants (the “Registered Direct Offering Placement Agent Warrants”) to purchase up to an aggregate of 40,974 shares of common stock. The Registered Direct Offering Placement Agent Warrants have substantially the same terms as the 2025 Warrants, except the Registered Direct Offering Placement Agent Warrants are exercisable at any time on or after the date of issuance to purchase one share of common stock at a price of $9.90 per share and the Registered Direct Offering Placement Agent Warrants expire on September 10, 2030. As of March 31, 2026, the Registered Direct Offering Placement Agent Warrants were still outstanding.

Previous wording

As consideration for the exercise of the 2023 Warrants and 2024 Warrants for cash, we issued new unregistered warrants (the “New Warrants”) to purchase up to an aggregate of 47,764 shares of common stock at an exercise price of $7.79 per share (the “New Warrant Shares”). The New Warrants are exercisable immediately upon issuance and will expire five years following the initial issuance date. Except as described herein, the New Warrants are substantially similar to the Original Warrants. The closing of the Concurrent Warrant Exercise Transaction occurred on September 11, 2025.

Current wording

As consideration for the exercise of the 2023 Warrants and 2024 Warrants for cash, we issued new unregistered warrants (the “New Warrants”) to purchase up to an aggregate of 47,764 shares of common stock at an exercise price of $7.79 per share (the “New Warrant Shares”). The New Warrants are exercisable immediately upon issuance and will expire five years following the initial issuance date. Except as described herein, the New Warrants are substantially similar to the 2023 Warrants and 2024 Warrants. The closing of the Concurrent Warrant Exercise Transaction occurred on September 11, 2025. As of March 31, 2026, the New Warrant Shares were still outstanding.

Previous wording

Also pursuant to the Engagement Letter, Energous, in connection with the closing of the Concurrent Warrant Exercise Transaction, agreed to issue to the Placement Agents or their respective designees warrants (the “Concurrent Warrant Exercise Transaction Placement Agent Warrants”) to purchase up to an aggregate of 3,343 shares of Common Stock. The Concurrent Warrant Exercise Transaction Placement Agent Warrants have substantially the same terms as the New Warrants, except the Concurrent Warrant Exercise Transaction Placement Agent Warrants are immediately exercisable to purchase one share of common stock at a price of $9.90 per share and the Concurrent Warrant Exercise Transaction Placement Agent Warrants expire on September 10, 2030.

Current wording

Also pursuant to the Engagement Letter, Energous, in connection with the closing of the Concurrent Warrant Exercise Transaction, agreed to issue to the Placement Agents or their respective designees warrants (the “Concurrent Warrant Exercise Transaction Placement Agent Warrants”) to purchase up to an aggregate of 3,343 shares of Common Stock. The Concurrent Warrant Exercise Transaction Placement Agent Warrants have substantially the same terms as the New Warrants, except the Concurrent Warrant Exercise Transaction Placement Agent Warrants are immediately exercisable to purchase one share of common stock at a price of $9.90 per share and the Concurrent Warrant Exercise Transaction Placement Agent Warrants expire on September 10, 2030. As of March 31, 2026, the Concurrent Warrant Exercise Transaction Placement Agent Warrants were still outstanding.