Energous Corp

Previous wording

As used in this Quarterly Report on Form 10-Q (this “Report”), unless the context otherwise requires the terms “we,” “us,” “our,” and “Energous” refer to Energous Corporation d/b/a Energous Wireless Power Solutions, 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; our ability to maintain or improve our financial position, cash flows, and liquidity and our expected financial needs; and other risks…

Excerpt shortened here; the source contains the full paragraph.

Current wording

As used in this Quarterly Report on Form 10-Q (this “Report”), unless the context otherwise requires the terms “we,” “us,” “our,” and “Energous” refer to Energous Corporation d/b/a Energous Wireless Power Solutions, 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 expectations with respect to future financings; expectations for revenues, liquidity, cash flows and financial performance; and expectations regarding the release of additional wireless power-enabled products. 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 contract manufacturing partners; market acceptance of our technology; competition in our industry; our ability to protect our intellectual property; our ability to maintain or improve our financial position, cash flows, and liquidity and our expected financial needs; 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 …

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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:

Current 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:

Previous wording

The first WPN end product featuring our technology entered the market in 2019. We started shipping our first at-a-distance wireless PowerBridges for commercial IoT applications and proofs of concept in the fourth quarter of 2021, and we expect additional wireless power enabled products to be released as we move our business forward.

Current 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.

Previous wording

*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.

Current 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.

Previous wording

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.

Current wording

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, 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.

Previous wording

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

Current wording

The following table sets forth selected Condensed Statements of Operations data (in thousands):

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 expense. Loss from operations for the three months ended September 30, 2024 and 2023 were $3.6 million and $5.1 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, severance expense and expenses from the abandoned financing transaction. Loss from operations for the three months ended March 31, 2025 and 2024 were $3.6 million and $6.7 million, respectively.

Previous wording

Research and development costs were $1.7 million and $2.5 million, respectively, for the three months ended September 30, 2024 and 2023. The decrease of $0.8 million is primarily due to a $0.3 million decrease in personnel-related expenses, consisting of a $0.2 million decrease in payroll costs and a $0.1 million decrease in stock-based compensation, a $0.2 million decrease in software costs, a $0.1 million decrease in engineering components and circuit boards, and a $0.1 million decrease in miscellaneous office and facility expenses.

Current wording

Research and development costs were $1.2 million and $2.2 million, respectively, for the three months ended March 31, 2025 and 2024. The decrease of $1.0 million is primarily due to a $0.8 million decrease in personnel-related expenses, consisting of a $0.7 million decrease in payroll costs and a $0.1 million decrease in stock-based compensation and a $0.2 million decrease in third-party software costs.

Previous wording

Sales and marketing costs for the three months ended September 30, 2024 and 2023 were $0.7 million and $0.8 million, respectively. The decrease of $0.1 million is primarily due to a $0.1 million decrease in personnel related costs due to reduced headcount.

Current wording

Sales and marketing costs for the three months ended March 31, 2025 and 2024 were $0.6 million and $0.9 million, respectively. The decrease of $0.3 million is primarily due to a $0.1 million decrease in personnel related costs due to reduced headcount, a $0.1 million decrease in tradeshow, promotional expenses and engineering components used for customer demonstrations and a $0.1 million decrease in public relations and consulting fees.

Previous wording

General and administrative costs for the nine months ended September 30, 2024 and 2023 were $4.4 million and $5.8 million, respectively. The decrease of $1.3 million is primarily due to a $0.4 million decrease in stock-based compensation, a $0.3 million decrease in insurance premiums, a $0.3 million decrease in consulting and third-party service fees, a $0.2 million decrease in legal fees, a $0.1 million decrease in computer software and support and a $0.1 million decrease in travel and miscellaneous office expenses, partially offset by a $0.2 million increase in public relations and annual meeting costs.

Current wording

General and administrative costs for the three months ended March 31, 2025 and 2024 were $0.9 million and $2.0 million, respectively. The decrease of $1.1 million is primarily due to a $0.5 million decrease in legal fees, a $0.2 million decrease in consulting, recruiting and third-party fees, a $0.2 million decrease in annual meeting-related expenses, a $0.1 million decrease in stock-based compensation and a $0.1 million decrease in insurance premiums.

Previous wording

Severance expense for the three months ended September 30, 2024 and 2023 was $0.1 million and $0.3 million, respectively. The severance expense for the three months ended September 30, 2024 was related to non-executive employees. The severance expense for the three months ended September 20, 2023 was related to the settlement of the departure by the former Chief Financial Officer.

Current wording

Severance expense for the three months ended March 31, 2025 and 2024 was $0.4 million and $1.6 million, respectively. The severance expense for the three months ended March 31, 2025 was related to non-executive employees. The severance expense for the three months ended March 31, 2024 was related to the settlement of the departure by the former Chief Executive Officer.

Previous wording

Other income resulting from the change in fair value of the warrant liability was $0.2 million for the three months ended September 30, 2024 and $0.8 million for the three months ended September 30, 2023. The changes for both periods were due to a lower market value of our common stock.

Current wording

Other income resulting from the change in fair value of the warrant liability was $0.3 million for the three months ended March 31, 2025, compared to $0.1 million in expense for the three months ended March 31, 2024. The change is due to a lower market value of our common stock.

Previous wording

Net Loss. As a result of the above, net loss for the three months ended September 30, 2024 was $3.4 million as compared to $4.1 million for the three months ended September 30, 2023.

Current wording

Net Loss. As a result of the above, net loss for the three months ended March 31, 2025 was $3.4 million as compared to $6.6 million for the three months ended March 31, 2024.

Previous wording

During the nine months ended September 30, 2024 and 2023, we recorded revenue of $0.3 million and $0.4 million, respectively. We incurred net losses of $14.3 million and $14.8 million for the nine months ended September 30, 2024 and 2023, respectively. Net cash used in operating activities was $14.9 million and $15.9 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the Company had cash and cash equivalents of $1.5 million. We are currently meeting our liquidity requirements through the proceeds of securities offerings that raised net proceeds of $2.5 million during 2024.

Current wording

During the three months ended March 31, 2025 and 2024, we recorded revenue of $0.3 million and $0.1 million, respectively. We incurred net losses of $3.4 million and $6.6 million for the three months ended March 31, 2025 and 2024, respectively. Net cash used in operating activities was $4.7 million and $5.1 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the Company had cash and cash equivalents of $10.1 million. We are currently meeting our liquidity requirements through the proceeds of securities offerings that raised net proceeds of $13.8 million during the first quarter of 2025.

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 and strategic plans.

Current 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

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 may issue and sell of up to $3.45 million in shares of the Company’s common stock (the “ATM Program”). During both the three and nine months ended September 30, 2024, we sold 1,217,168 shares of common stock under the ATM Program, respectively, for net proceeds of approximately $0.7 million (net of $0.2 million in commissions and issuance costs).

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”). During the year ended December 31, 2024, we sold 6,851,753 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).

Previous wording

Effective October 1, 2024, we entered into a subordinated business loan agreement (the “Original Loan Agreement”) with Agile Capital Funding, LLC and Agile Lending, LLC (collectively, the “Lender”), which provided for an initial term loan of $525,000, with the ability to receive additional term loans of up to $1.6 million, subject to certain conditions (such loans, the “Term Loan”). Principal and interest on the initial term loan in the aggregate amount of $756,000 was to be repaid in weekly payments of $27,000 commencing on October 14, 2024 and fully repaid on or before the maturity date of April 21, 2025. The Term Loan would be expressly subordinated to our obligations on certain senior indebtedness as provided in the Original Loan Agreement. Effective only upon the occurrence and continuance of an event of default under the Loan Agreement, we would grant the Lender a security interest in certain collateral, excluding intellectual property, of Energous Corporation as set forth in the Original Loan Agreement.

Current wording

Effective October 1, 2024, we entered into a subordinated business loan agreement (the “Original Loan Agreement”) with Agile Capital Funding, LLC and Agile Lending, LLC (collectively, the “Lender”), which provided for an initial term loan of $525,000, with the ability to receive additional term loans of up to $1.6 million, subject to certain conditions (such loans, the “Original Term Loan”). Principal and interest on the Original Term Loan in the aggregate amount of $756,000 was to be repaid in weekly payments of $27,000 commencing on October 14, 2024 and fully repaid on or before the maturity date of April 21, 2025.

Previous wording

Effective November 5, 2024, we entered into an amended subordinated business loan agreement with the Lender (the “Amended Loan Agreement”) to refinance the Term Loan. The Amended Loan Agreement provides for a new term loan of $997,000, with the ability to receive additional term loans of up to $1.6 million, subject to certain conditions (such new loans, the “New Term Loan”). Principal and interest on the initial new term loan in the aggregate amount of $1,415,740 is to be repaid in weekly payments of approximately $39,000 and fully repaid on or before the maturity date of July 17, 2025. The proceeds of the New Term Loan were used to repay in full the Term Loan described above, which had a balance of $648,000 on November 5, 2024, and the remaining proceeds will be used for working capital. The New Term Loan will be expressly subordinated to our obligations on certain senior indebtedness of the Company as provided in the Amended Loan Agreement. The Amended Loan Agreement replaces the Original Loan Agreement and otherwise contains substantially the same terms as the Original Loan Agreement.

Current wording

Effective November 5, 2024, we entered into an amended subordinated business loan agreement with the Lender (the “Amended Loan Agreement”) to refinance the Original Term Loan. The Amended Loan Agreement provides for a new term loan of $997,000, with the ability to receive additional term loans of up to $1.6 million, subject to certain conditions (such new loans, the “New Term Loan”). Principal and interest on the New Term Loan in the aggregate amount of $1,415,740 will be repaid in weekly payments of approximately $39,000 and fully repaid on or before the maturity date of July 17, 2025. The proceeds of the New Term Loan were used to repay in full the Original Term Loan, which had a settlement value of $648,000 on November 5, 2024. The New Term Loan is expressly subordinated to our obligations on certain senior indebtedness of the Company as provided in the Amended Loan Agreement.

Previous wording

Operating Activities - 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 decrease in accrued severance.

Current wording

*Operating Activities -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

During the nine months ended September 30, 2023, cash flows used in operating activities were $15.9 million, consisting of a net loss of $14.8 million, plus adjustments to reconcile net loss to net cash used in operating activities aggregating $0.4 million (principally stock-based compensation of $1.4 million, issuance costs allocated to warrant liability of $0.6 million, inventory net realizable adjustment of $0.2 million and depreciation and amortization expense of $0.1 million, partially offset by a decrease in fair value of the warrant liability of $2.7 million), a $0.3 million increase in inventory, a $0.2 million decrease in accrued severance expense, a $0.1 million decrease in accounts payable, a $0.1 decrease in accrued expenses and a $0.1 million increase in prepaid expenses and other current assets.

Current wording

During the three months ended March 31, 2024, cash flows used in operating activities were $5.1 million, consisting of a net loss of $6.6 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $0.5 million (principally stock-based compensation of $0.4 million and change in fair value of warrant liability of $0.1 million), a $0.3 million decrease in accounts payable, a $0.2 million increase in inventory and a $0.1 million decrease in accrued expenses, partially offset by a $1.3 million increase in accrued severance expense, a $0.2 decrease in prepaid expenses and other current assets and a $0.1 decrease in accounts receivable.

Previous wording

Investing Activities - During the nine months ended September 30, 2024 and 2023, cash flows used in investing activities were $0.1 million and $0.1 million, respectively. During each of the nine months ended September 30, 2024 and 2023, a small amount of testing and computer equipment was purchased.

Current wording

*Investing Activities -*During the three months ended March 31, 2025 and 2024, cash flows used in investing activities were not material. A small amount of hardware and equipment was purchased during each period.

Previous wording

Financing Activities - 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. During the nine months ended September 30, 2023, cash flows provided by financing activities were $6.3 million, which consisted of $3.6 million in net proceeds from the sale of shares of our common stock under the Prior ATM Program, $2.7 million in net proceeds from the issuance and sale of common stock and warrants and $0.1 million in proceeds from the ESPP.

Current wording

*Financing Activities -*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. During the three months ended March 31, 2024, cash flows provided by financing activities were $1.9 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.