[10-Q] Energous Corp Quarterly Earnings Report
Energous Corporation (WATT) filed its Q3 2025 10‑Q, showing higher revenue and improved losses as it advances wireless power solutions for ambient IoT. Revenue was $1.27 million for the quarter, up from $0.23 million a year ago, producing gross profit of $0.46 million. Net loss narrowed to $2.11 million from $3.41 million, reflecting lower operating expenses.
Liquidity strengthened via equity activity. Cash and cash equivalents were $12.90 million as of September 30, 2025. The company raised aggregate net proceeds of $18.2 million through its ATM program and $4.1 million from a September 2025 registered direct offering of 120,000 common shares, pre‑funded warrants to purchase up to 465,347 shares, and 585,347 five‑year warrants. A reverse stock split at a 1‑for‑30 ratio became effective on August 11, 2025.
Total stockholders’ equity was $13.73 million versus a deficit of $(1.08) million at December 31, 2024. Shares outstanding were 1,824,844 as of September 30, 2025; as of November 10, 2025, common shares outstanding were 2,175,137. The company states it believes it has sufficient cash and access to capital to fund operations for the next 12 months.
- None.
- None.
Insights
Stronger cash position driven by ATM and a September offering.
Energous materially bolstered liquidity with net proceeds of
Operationally, quarterly revenue rose to
Future activity hinges on execution and customer adoption; financing terms already disclosed (ATM capacity remaining and five‑year warrants) may influence future equity dynamics.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER
(Exact name of registrant as specified in its charter)
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(State of incorporation) | (I.R.S. Employer Identification No.) |
(Address of principal executive office) (Zip code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading |
| Name of each exchange on which registered |
The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 10, 2025, there were
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ENERGOUS CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2025
INDEX
PART I - FINANCIAL INFORMATION | 3 |
Item 1. Financial Statements (unaudited) | 3 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
Item 3. Quantitative and Qualitative Disclosure About Market Risk | 35 |
Item 4. Controls and Procedures | 35 |
PART II – OTHER INFORMATION | 36 |
Item 1. Legal Proceedings | 36 |
Item 1A. Risk Factors | 36 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 36 |
Item 3. Defaults Upon Senior Securities | 36 |
Item 4. Mine Safety Disclosures | 36 |
Item 5. Other Information | 36 |
Item 6. Exhibits | 36 |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Energous Corporation
BALANCE SHEETS
(in thousands, except share and per share amounts)
As of | ||||||
September 30, 2025 | December 31, 2024 | |||||
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ASSETS |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Accounts receivable, net |
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Inventory |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Total assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities: |
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Accounts payable | $ | | $ | | ||
Accrued expenses |
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Accrued severance expense |
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Warrant liability |
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Operating lease liabilities, current portion |
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Short-term loan payable, net | | | ||||
Deferred revenue |
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Total current liabilities |
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Operating lease liabilities, non-current portion |
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Total liabilities |
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Commitments and contingencies (Note 8) |
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Stockholders’ equity (deficit): |
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Preferred Stock, $ |
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Common Stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ equity (deficit) |
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Total liabilities and stockholders’ equity (deficit) | $ | | $ | | ||
| (1) |
Note: Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for-reverse stock split effected in August 2025, as discussed in Note 1.
The accompanying notes are an integral part of these condensed financial statements.
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Energous Corporation
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except share and per share amounts)
| For the Three Months Ended September 30, |
| For the Nine Months Ended September 30, | |||||||||
2025 |
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Revenue | $ | | $ | | $ | | $ | | ||||
Cost of revenue |
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Gross profit (loss) | | ( | | ( | ||||||||
Operating expenses: | ||||||||||||
Research and development |
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Sales and marketing |
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General and administrative |
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Severance expense |
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Expenses from abandoned financing transaction | — | — | | — | ||||||||
Total operating expenses |
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Loss from operations |
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Other income, net: |
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Change in fair value of warrant liability |
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Interest income, net |
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Loss on retirement of property and equipment | — | — | ( | — | ||||||||
Total other income, net |
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Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Basic and diluted loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Weighted average shares outstanding, basic and diluted |
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Note: Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for- reverse stock split effected in August 2025, as discussed in Note 1.
The accompanying notes are an integral part of these condensed financial statements.
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Energous Corporation
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
(in thousands, except share amounts)
Additional | Total | |||||||||||||
| Common Stock |
| Paid-in |
| Accumulated |
| Stockholders’ | |||||||
Shares |
| Amount | Capital | Deficit | Equity (Deficit) | |||||||||
Balance as of January 1, 2025 | | $ | | $ | | $ | ( | $ | ( | |||||
Stock-based compensation - restricted stock units (“RSUs”) | — | — | | — | | |||||||||
Issuance of shares for RSUs | | — | — | — | — | |||||||||
Shares issued to vendor for services | | — | | — | | |||||||||
Issuance of shares in an at-the-market (“ATM”) placement, net of $ | | — | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance as of March 31, 2025 |
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Stock-based compensation – RSUs | — | — | | — | | |||||||||
Issuance of shares for RSUs | | — | — | — | — | |||||||||
Issuance of shares in an ATM placement, net of $ | | — | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance as of June 30, 2025 |
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Stock-based compensation – RSUs | — | — | | — | | |||||||||
Issuance of shares for RSUs | | — | — | — | — | |||||||||
Warrants exercised | | — | | — | | |||||||||
Reclassification of warrant liability upon warrant exercise | — | — | | — | | |||||||||
Pre-funded warrants exercised | | — | — | — | — | |||||||||
Issuance of shares in a sale of common stock, pre-funded warrants and warrants, net of $ | | — | | — | | |||||||||
Issuance of shares in an ATM placement, net of $ | | — | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance as of September 30, 2025 |
| | $ | | $ | | $ | ( | $ | | ||||
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Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||
Shares |
| Amount | Capital | Deficit | Equity (Deficit) | |||||||||
Balance as of January 1, 2024 | | $ | | $ | | $ | ( | $ | | |||||
Stock-based compensation - options |
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Stock-based compensation - RSUs |
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Stock-based compensation - employee stock purchase plan (“ESPP”) |
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Issuance of shares for RSUs |
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Proceeds from contributions to the ESPP |
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Issuance of shares in an ATM placement, net of $ |
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Issuance of shares in a sale of common stock, pre-funded warrants and warrants, net of $ |
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Net loss |
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| ( |
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Balance as of March 31, 2024 | | | | ( | | |||||||||
Stock-based compensation – RSUs | — | — | | — | | |||||||||
Stock-based compensation – ESPP | — | — | ( | — | ( | |||||||||
Issuance of shares for RSUs | | — | — | — | — | |||||||||
Proceeds (refunds) from contributions to the ESPP | | — | ( | — | ( | |||||||||
Pre-funded warrants exercised | | — | — | — | — | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance as of June 30, 2024 | | | | ( | | |||||||||
Stock-based compensation - RSUs | — | — | | — | | |||||||||
Stock-based compensation - ESPP | — | — | | — | | |||||||||
Issuance of shares for RSUs | | — | — | — | — | |||||||||
Proceeds from contributions to the ESPP | — | — | | — | | |||||||||
Issuance of shares in an ATM placement, net of $ | | — | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance as of September 30, 2024 | | $ | | $ | | $ | ( | $ | | |||||
Note: Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for- reverse stock split effected in August 2025, as discussed in Note 1.
The accompanying notes are an integral part of these condensed financial statements.
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Energous Corporation
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| For the nine months ended September 30, | |||||
2025 |
| 2024 | ||||
Cash flows from operating activities: |
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Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Stock-based compensation |
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Accrued interest | | — | ||||
Amortization of short-term loan fees | | — | ||||
Change in fair value of warrant liability |
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Loss on retirement of property and equipment | | — | ||||
Changes in operating assets and liabilities: |
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Accounts receivable |
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Inventory |
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Prepaid expenses and other current assets |
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Operating lease right-of-use (“ROU”) assets | | | ||||
Accounts payable |
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Accrued expenses |
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Accrued severance expense |
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Operating lease liabilities |
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Deferred revenue |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Repayments of short-term loan | ( | — | ||||
Payments for financed insurance premiums | ( | — | ||||
Net proceeds from exercise of warrant liability | | — | ||||
Net proceeds from an ATM offering |
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Net proceeds from a sale of common stock and warrant issuance |
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Proceeds from contributions to the ESPP |
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Net cash provided by financing activities |
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Net increase (decrease) in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash - beginning |
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Cash, cash equivalents and restricted cash - ending | $ | | $ | | ||
Supplemental disclosure of cash flow information: | ||||||
Interest paid | $ | | $ | — | ||
Supplemental disclosure of non-cash investing and financing activities: |
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Decrease in operating lease ROU assets and operating lease liabilities from lease amendment | $ | — | $ | | ||
Increase in operating lease ROU assets and operating lease liabilities from lease modification | $ | | $ | | ||
Decrease in ROU assets from shares issued to landlord | $ | | $ | — | ||
Accrued interest in short-term loan payable | $ | | $ | — | ||
Reclassification of warrant liability to equity upon warrant exercise | $ | | $ | — | ||
Financing of insurance premiums | $ | | $ | — | ||
The accompanying notes are an integral part of these condensed financial statements.
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ENERGOUS CORPORATION
Notes to the Condensed Financial Statements
Note 1 - Business Organization, Nature of Operations
Description of Business
Energous Corporation d/b/a Energous Wireless Power Solutions (the “Company”) has developed scalable, over-the-air Wireless Power Network (“WPN”) technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems to enable radio frequency (“RF”)-based charging for ambient Internet of Things (“ambient IoT”) devices. The Company’s WPN technology provides a comprehensive suite of capabilities designed to power the next generation of wireless energy networks, seamlessly delivering power and data across diverse, battery-free device ecosystems. This innovation enhances operational visibility, control, and intelligent business automation.
With a patent portfolio exceeding
To date, the Company has developed and released multiple transmitter and receiver solutions. The Company’s transmitters vary in form factor, power specifications, and operating frequencies, while the Company’s receivers are engineered to support a wide range of wireless charging applications across multiple device categories. including:
Device Type | Application |
RF Tags | Cold Chain, Asset Tracking, Medical IoT |
Ambient IoT Sensors | Cold Chain, Logistics, Asset Tracking |
Electronic Shelf Labels | Retail and Industrial IoT |
The first WPN-enabled end product featuring the Company’s technology entered the market in 2019. In the fourth quarter of 2021, the Company commenced shipments of its first at-a-distance wireless PowerBridge transmitter systems for commercial IoT applications and proof-of-concept deployments. 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.
Reverse Stock Split
At the Company’s 2025 annual meeting of stockholders held on June 11, 2025, the Company’s stockholders approved a proposal to effect a reverse stock split of the Company’s common stock by a ratio not to exceed
On August 7, 2025, the Company announced that its Board of Directors (“the Board”) had determined to set the reverse stock split ratio at
All information presented herein, unless otherwise indicated herein, reflects the
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Note 2 – Liquidity and Management Plans
During the three and nine months ended September 30, 2025, the Company recorded revenue of $
As of September 30, 2025, the Company had cash and cash equivalents of $
As the Company gains traction in the market with its 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 its available resources and revenue generated from its business operations will be sufficient to sustain its operations, as adoption of this emerging technology by enterprise customers may take longer than expected. Accordingly, the Company 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 the Company would find acceptable, or at all. If the Company is unsuccessful in implementing this plan, the Company will be required to make further cost and expense reductions or modifications to its on-going operations and strategic plans.
The market for products using the Company’s technology is broad and evolving, so the Company’s success is dependent upon many factors, including customer acceptance of its existing products, technical feasibility of future products, regulatory approvals, the development of complementary technologies, competition and global market fluctuations.
Note 3 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and note disclosures have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the periods presented. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2025, or for other future periods.
These interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025 (the “2024 Annual Report”). The accounting policies used in preparing these interim unaudited condensed financial statements are consistent with those described in the 2024 Annual Report.
Reclassifications
Certain reclassifications have been made to the fiscal year 2024 condensed financial statements to conform to the 2025 presentation. The Company reclassified certain expenses between research and development and general and administrative expenses. The amounts were not considered material to the condensed financial statements. The reclassifications had no impact on total assets, total liabilities, stockholders’ equity (deficit) or net loss.
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Note 3 – Summary of Significant Accounting Policies, continued
Use of Estimates
The preparation of financial statements in conformity with 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.
The Company’s significant estimates and assumptions include the valuation of stock-based compensation instruments, recognition of revenue, inventory valuation, fair value of warrant liabilities and the valuation allowance on deferred tax assets. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using an appropriate valuation model. Such warrant classification is also subject to re-evaluation at each reporting period.
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 the proceeds received.
Fair Value
The Company follows ASC 820, “Fair Value Measurements” (“ASC 820”), which establishes a common definition of fair value to be applied when US GAAP requires the use of fair value, establishes a framework for measuring fair value, and requires certain disclosure about such fair value measurements.
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Note 3 – Summary of Significant Accounting Policies, continued
ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
| ● | Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities to which the Company has access at a measurement date. |
| ● | Level 2: Observable inputs other than Level 1 quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| ● | Level 3: Unobservable inputs for which little or no market data exists and for which the Company must develop its own assumptions regarding the assumptions that market participants would use in pricing the asset or liability, including assumptions regarding risk. |
Because of the uncertainties inherent in the valuation of assets or liabilities for which there are no observable inputs, those estimated fair values may differ significantly from the values that may have been used had a ready market for the assets or liabilities existed.
The carrying amounts of the Company’s financial assets and liabilities, such as cash, cash equivalents, prepaid expenses and other current assets, and accounts payable and accrued expenses, are an approximate of their fair values because of the short maturity of these instruments. The carrying amounts of the Company’s short-term debt and lease liabilities approximate fair value due to the market interest rates that these obligations bear and interest rates currently available to the Company. The Company’s warrant liability recognized at fair value on a recurring basis is a level 3 measurement (see Note 13 – Fair Value Measurements).
Revenue Recognition
The Company follows ASC 606, “Revenue from Contracts with Customers” (“Topic 606”).
In accordance with Topic 606, the Company recognizes revenue using the following five-step approach:
| 1. | Identify the contract with a customer. |
| 2. | Identify the performance obligations in the contract. |
| 3. | Determine the transaction price of the contract. |
| 4. | Allocate the transaction price to the performance obligations in the contract. |
| 5. | Recognize revenue when or as the performance obligations are satisfied. |
The Company’s revenue consists of its single segment of wireless charging system solutions. The wireless charging system revenue consists of revenue from product development projects and production-level systems. During the three and nine months ended September 30, 2025, the Company recognized $
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Note 3 – Summary of Significant Accounting Policies, continued
The Company records revenue associated with the sales of products, such as PowerBridge transmitter systems and with product development projects that it enters into with certain customers. For the sales of products, the Company generally records revenue upon shipment of the products or after the terms of any applicable return policy have elapsed. In general, the product development projects are complex, and the Company does not have certainty about its ability to achieve the project milestones. The achievement of a milestone is dependent on the Company’s performance obligation and requires acceptance by the customer. The Company recognizes 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 the Company’s 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.
Shipping and Handling
The Company reflects the cost of shipping its products to customers as a cost of revenue. Reimbursements received from customers for freight costs are recognized as product revenue.
Accounts Receivable
The Company reviews its receivables for collectibility based on historical loss patterns, aging of the receivables, and assessments of specific identifiable client accounts considered at risk or uncollectible and provides allowances for potential credit losses, as needed. The Company also considers any changes to the financial condition of its clients and any other external market factors that could impact the collectibility of the receivables in the determination of the allowance for credit losses. Based on these assessments, the Company did
The Company follows ASC Topic 310, “Receivables,” to account for transactions related to factoring accounts receivable. The Company did not have a factoring agreement during the three and nine months ended September 30, 2025 and 2024.
Inventory
Inventory is stated at the lower of cost or net realizable value. Net realizable value is calculated at the end of each reporting period and adjustment, if needed, is made. At the point of loss recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the new cost basis.
Research and Development
Research and development expenses are charged to operations as incurred. The Company incurred research and development costs of $
Stock-Based Compensation
The Company accounts for equity instruments issued to employees, board members and contractors in accordance with accounting guidance that requires awards to be recorded at their fair value on the date of grant and amortized over the vesting period of the award. The Company amortizes compensation costs on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the equity instrument issued.
Under the Energous Corporation ESPP, employees purchased a limited number of shares of the Company’s common stock at a
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Note 3 – Summary of Significant Accounting Policies, continued
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes” (“Topic 740”). Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of existing assets and liabilities and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply in the years in which those tax assets and liabilities are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company continues to assess the need for a valuation allowance on the deferred tax assets by evaluating both positive and negative evidence that may exist. Any adjustment to the valuation allowance on deferred tax assets would be recorded in the statements of income for the period that the adjustment is determined to be required.
The Company accounts for uncertain tax position in accordance with Topic 740. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. The guidance from Topic 740 also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. Among other provisions, this act includes permanently extending and modifying certain expiring provisions of the 2017 Tax Cuts and Jobs Act and immediate expensing of domestic research and development expenses. The Company is evaluating the impact of these provisions and does not expect the OBBBA to have a material impact on its consolidated financial statements.
Net Loss Per Common Share
Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of warrants (using the treasury stock method) and the vesting of RSUs. The computation of diluted loss per share excludes potentially dilutive securities of
For the three and nine months ended September 30, | ||||
| 2025 |
| 2024 | |
Warrants issued to investors | | | ||
RSUs | | | ||
Total potentially dilutive securities | | | ||
For the three and nine months ended September 30, 2025, the table above includes
The weighted average number of common shares outstanding as of September 30, 2025, includes the weighted average effect of the
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Note 3 – Summary of Significant Accounting Policies, continued
Property and Equipment
The Company currently uses the following expected life terms for depreciating property and equipment: computer software –
Leases
The Company determines if an arrangement is a lease at the inception of the arrangement. The Company applies the short-term lease recognition exemption and recognizes lease payments in profit or loss at lease commencement for facility or equipment leases that have a lease term of 12 months or less and do not include a purchase option whose exercise is reasonably certain. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities.
ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are measured and recorded at the service commencement date based on the present value of lease payments over the lease term. The Company uses the implicit interest rate when readily determinable; however, most leases do not establish an implicit rate, so the Company uses an estimate of the incremental borrowing rate based on the information available at the time of measurement. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 8 – Commitments and Contingencies, Operating Leases for further discussion of the Company’s operating leases.
Segments
The Company has
Recent Accounting Pronouncements, Not Yet Adopted
In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes” (“Topic 740”), Improvements to Income Tax Disclosures. This standard is intended to enhance the transparency and usefulness of income tax disclosures to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This standard is effective for the Company’s annual fiscal period beginning January 1, 2025. The Company does not believe that the adoption of this standard will have a material impact on the Company’s financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires the disaggregation of certain expenses in the notes to the financial statements, to provide enhanced transparency into the expense captions presented on the face of the income statement. This ASU is effective on a prospective basis for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted. This ASU may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of the new standard on the Company’s financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which provides a practical expedient to measure credit losses on accounts receivable and contract assets. The ASU is effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the timing of the adoption and the impact of the new standard on the financial statements and related disclosures
Management has reviewed other recently issued accounting pronouncements issued or proposed by the FASB and does not believe any of these accounting pronouncements have or will have a material impact on the condensed financial statements.
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Note 4 – Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
Balance as of | ||||||
September 30, 2025 | December 31, 2024 | |||||
Deposit with contract manufacturer |
| $ | |
| $ | |
Prepaid insurance | | | ||||
Prepaid and deferred financing costs |
| — |
| | ||
Prepaid subscriptions |
| |
| | ||
Prepaid software and support |
| |
| | ||
Tradeshow deposits |
| |
| | ||
Other deposits |
| |
| | ||
Total | $ | | $ | | ||
Note 5 – Inventory
Below is a summary of the Company’s inventory as of September 30, 2025 and December 31, 2024 (in thousands):
| Balance as of | |||||
| September 30, 2025 |
| December 31, 2024 | |||
Raw materials | $ | | $ | | ||
Work-in-process |
| |
| — | ||
Finished goods | | — | ||||
Total | $ | | $ | | ||
Note 6 – Property and Equipment
Property and equipment are as follows (in thousands):
Balance as of | ||||||
September 30, 2025 | December 31, 2024 | |||||
Computer software |
| $ | |
| $ | |
Computer hardware |
| |
| | ||
Furniture and fixtures |
| |
| | ||
Leasehold improvements |
| |
| | ||
| |
| | |||
Less – accumulated depreciation |
| ( |
| ( | ||
Total property and equipment, net | $ | | $ | | ||
The Company disposed of $
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Note 7 – Accrued Expenses
Accrued expenses consist of the following (in thousands):
| Balance as of | |||||
| September 30, 2025 |
| December 31, 2024 | |||
Accrued compensation | $ | | $ | | ||
Accrued legal expenses |
| |
| | ||
Accrued stock registration expense | | — | ||||
Accrued interest | | | ||||
Other accrued expenses |
| |
| | ||
Total | $ | | $ | | ||
Note 8 – Commitments and Contingencies
Operating Leases
San Jose Lease
On May 20, 2022, the Company signed a lease amendment to the existing lease for its office space at its corporate headquarters in San Jose, California, extending the term of the lease for an additional
On March 19, 2025, the Company signed an amendment to the existing lease for its office space at its corporate headquarters in San Jose, California, relocating to a smaller suite within the same building and extending the lease through December 31, 2027. The Company agreed to issue
Operating Lease Commitments
The Company follows ASC Topic 842, “Leases” and recognizes the required ROU assets and operating lease liabilities on its balance sheet. The Company anticipates having future total lease payments of $
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Note 8 – Commitments and Contingencies, continued
A reconciliation of undiscounted cash flows to lease liabilities recognized as of September 30, 2025 is as follows (in thousands):
For the year ending December 31, |
| Amount | |
2025 (Remaining three months) |
| $ | |
2026 |
| | |
2027 | | ||
Total future lease payments |
| | |
Present value discount ( |
| ( | |
Total operating lease liabilities | $ | | |
Litigations, Claims and Assessments
The Company is involved from time to time in various disputes, claims, liens and litigation matters arising in the normal course of business. While the outcome of these disputes, claims, liens and litigation matters cannot be predicted with certainty, after consulting with legal counsel, management does not believe that the outcome of these matters will have a material adverse effect on the Company’s combined financial position, results of operations or cash flows.
MBO Bonus Plan and 2024 Bonus Plan
On May 30, 2024, the Board, on the recommendation of the Compensation Committee, approved the 2024 Corporate Bonus Plan (the “2024 Bonus Plan”), whereby employees’ bonuses will be based upon achievement of performance objectives set by the Compensation Committee and paid annually. Employees must be continuously employed throughout the applicable performance period and payment date and achieve the performance objectives.
Under the 2024 Bonus Plan, the Compensation Committee is responsible for selecting the amounts of potential bonuses for executive officers and vice presidents, defining the performance metrics used to determine whether any such bonuses will be paid and determining whether those performance metrics have been achieved. The Company did
On February 21, 2025, the Board, on the recommendation of the Compensation Committee, approved the 2025 Corporate Bonus Plan (the “2025 Bonus Plan”), whereby employees’ bonuses will be based upon achievement of performance objectives set by the Compensation Committee and paid annually. Employees must be continuously employed throughout the applicable performance period and payment date and achieve the performance objectives.
Under the 2025 Bonus Plan, the Compensation Committee is responsible for selecting the amounts of potential bonuses for executive officers and vice presidents and defining the annual performance metrics against which the bonus compensation will be measured. The level of achievement against pre-defined performance metrics is used to determine whether any such bonuses will be paid and whether those performance metrics have been satisfactorily achieved. The Company accrued $
Severance and Change in Control Agreement
On May 30, 2024, the Compensation Committee approved a new form of Severance Agreement and Change in Control Agreement (“Severance Agreement”) that the Company may enter into with executive officers and vice presidents (each, an “Executive”). Under the Severance Agreement, if an Executive party thereto is terminated without cause or in a qualifying change in control termination, the Company agrees to pay the Executive to
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Note 8 – Commitments and Contingencies, continued
Executive Transition – Cesar Johnston
On March 26, 2024, the Company announced that Cesar Johnston was no longer serving as President and Chief Executive Officer of the Company effective March 24, 2024. In connection with his cessation as an officer of the Company, Mr. Johnston was entitled to receive the benefits and payments set forth in the Amended and Restated Severance and Change in Control Agreement, dated December 6, 2021 (“Johnston Severance Agreement”), between the Company and Mr. Johnston. Accordingly, Mr. Johnston received (a)
As of September 30, 2025, the Company had
Note 9 – Short-term Debt
Financing for Insurance Premiums
On April 29, 2025, the Company financed approximately $
Agile Subordinated Loan Agreement
Effective October 1, 2024, the Company 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 $
Effective November 5, 2024, the Company 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 provided for a new term loan of $
As of September 30, 2025, the Company had
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Note 10 – Capital Stock and Warrants
Authorized Capital
The holders of the Company’s common stock are entitled to
Financing
On November 15, 2021, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective on December 16, 2021. This shelf registration statement allowed the Company to sell, from time to time, any combination of debt or equity securities described in the registration statement up to aggregate proceeds of $
The Company allocated the proceeds received first to the 2023 Warrants based on the fair value of the 2023 Warrants as determined at initial measurement, with the remaining proceeds allocated to the shares of common stock (see Note 12 – Warrant Liability and Note 13 – Fair Value Measurements). Pursuant to the terms of the 2023 Warrants, the exercise price was adjusted to $
On February 15, 2024, the Company entered into a securities purchase agreement with an institutional investor, providing for the issuance and sale by the Company in a registered direct offering (the “2024 Offering ”) of (i)
On June 21, 2024, the Company filed a prospectus supplement covering the offering, issuance and sale of up to $
On December 30, 2024, the Company filed a prospectus supplement for the issuance and sale of an additional $
On January 6, 2025, the Company filed a prospectus supplement for the issuance and sale of an additional $
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Note 10 – Capital Stock and Warrants, continued
On February 13, 2025, the Company filed a prospectus supplement for the issuance and sale of an additional $
On September 10, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), providing for the issuance and sale by the Company, in a registered direct offering (the “2025 Offering”), of (i)
The 2025 Offering closed on September 11, 2025. The Company received net proceeds of approximately $
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 the Company, Wainwright and Rodman & Renshaw LLC (“Rodman & Renshaw” and, together with Wainwright, the “Placement Agents”), the Company, 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
On September 10, 2025, in connection with the 2025 Offering, the Company entered into a letter agreement (the “Letter Agreement”) with the Investor for the immediate exercise of the outstanding 2023 Warrants and 2024 Warrants (“the Original Warrants”) to purchase an aggregate of
As consideration for the exercise of the 2023 Warrants and 2024 Warrants for cash, the Company issued new unregistered warrants (the “New Warrants”) to purchase up to an aggregate of
Also pursuant to the Engagement Letter, the Company, 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
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Note 10 – Capital Stock and Warrants, continued
Regulation A Offering
On October 11, 2024, the Company filed a Regulation A Offering Statement on Form 1-A with an offering of a maximum of
On March 11, 2025, the Company withdrew the Regulation A Offering.
Common Stock Outstanding
Common Stock Reserved for Future Issuance
The Company has reserved the following shares of common stock for future issuance:
| September 30, 2025 |
| September 30, 2024 | |||
RSUs outstanding |
| |
| | ||
Warrants outstanding |
| |
| | ||
Shares available for issuance under the 2024 Equity Incentive Plan | | | ||||
Shares available for issuance under the Employee Stock Purchase Plan |
| — |
| | ||
Total |
| |
| | ||
Note 11 – Stock-Based Compensation
Equity Incentive Plans
2017 Equity Inducement Plan
On December 28, 2017, the Board approved the 2017 Equity Inducement Plan. Under the 2017 Equity Inducement Plan, the Board reserved
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Note 11 – Stock-Based Compensation, continued
On July 20, 2022, the Board increased the number of shares of common stock reserved and available for issuance under the 2017 Equity Inducement Plan by
2024 Equity Incentive Plan
On June 12, 2024, the Energous Corporation 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”) was approved by stockholders for the issuance of equity incentive awards to eligible participants, which replaced the following equity plans of the Company: (i) the 2013 Equity Incentive Plan, (ii) 2014 Non-Employee Equity Compensation Plan, (iii) the Performance Share Unit Plan and (iv) the 2017 Equity Inducement Plan (collectively, the “Prior Equity Plans”). All existing outstanding awards remain outstanding under the Prior Equity Plans, and an additional
As of September 30, 2025, there are
Restricted Stock Units (“RSUs”)
During the nine months ended September 30, 2025, the Compensation Committee granted directors an aggregate of
During the nine months ended September 30, 2025, the Board granted employees an aggregate of
As of September 30, 2025, the unamortized fair value of outstanding RSUs was $
|
| Weighted | |||
Average | |||||
Grant | |||||
Date Fair | |||||
Total | Value | ||||
Outstanding as of January 1, 2025 | | $ | | ||
RSUs granted | | | |||
RSUs vested | ( | | |||
RSUs forfeited | ( | | |||
Outstanding as of September 30, 2025 |
| | $ | | |
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Note 11 – Stock-Based Compensation, continued
Employee Stock Purchase Plan
On January 21, 2025, the Company terminated its ESPP. No transactions were recorded under the ESPP during 2025. During the year ended December 31, 2024, there were two offering periods. The first offering period began on January 1, 2024 and concluded on June 30, 2024. The second offering period began on July 1, 2024 and concluded on December 31, 2024. The final shares purchased under the ESPP were deemed delivered on December 31, 2024.
The weighted average grant-date fair value of the purchase option for each designated share purchased under the ESPP was approximately $
The Company estimated the fair value of ESPP purchase options granted during the nine months ended September 30, 2024 using the Black-Scholes option pricing model. The fair values of ESPP purchase options granted were estimated using the following assumptions:
| For the nine months ended September 30, |
| ||||
| 2025 |
| 2024 |
| ||
Stock price | — | $ | ||||
Dividend yield | — |
| | % | ||
Expected volatility | — |
| % | |||
Risk-free interest rate | — |
| % | |||
Expected life | — |
| months | |||
Stock-Based Compensation Expense
The total amount of stock-based compensation was reflected within the statements of operations as (in thousands):
Three Months Ended September 30, | For the nine months ended September 30, | |||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||
Research and development | $ | | $ | | $ | | $ | | ||||
Sales and marketing |
| |
| |
| |
| | ||||
General and administrative |
| |
| |
| |
| | ||||
Severance expense |
| – |
| – |
| | | |||||
Cost of revenue | – | – | | – | ||||||||
Total | $ | | $ | | $ | | $ | | ||||
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Note 12 – Warrant Liability
2023 Warrants
In March 2023, the Company issued warrants to purchase up to
In the event of certain transactions such as a merger, consolidation, tender offer, reorganization, or other change in control, if holders of common stock are given any choice as to the consideration to be received, the holder of each 2023 Warrant shall be given the same choice of alternate consideration. In the event of certain transactions that are not within the Company’s control, such as a merger, consolidation, tender offer, reorganization, or other change in control of the Company, each holder of a 2023 Warrant shall be entitled to receive the same form of consideration at the Black Scholes value of the unexercised portion of the 2023 Warrant that is being offered and paid to holders of common stock, including the option to exercise the 2023 Warrants on a “cashless basis”.
If the Company issues additional shares of common stock or equity-linked securities for a consideration per share less than the Exercise Price, then such Exercise Price will be reduced to a new lower price pursuant to the terms of the 2023 Warrants. Additionally, if the Exercise Price of any outstanding derivative securities is modified by the Company such that such security’s modified exercise price is below the Exercise Price, the Exercise Price will adjust downward pursuant to the terms of the 2023 Warrant. This provision would not apply for stock or stock equivalents which fall under shares that qualify for exempt issuance, such as if the Company adjusted the option exercise price for an option granted to an employee, officer, or director.
The Company accounted for the 2023 Warrants in accordance with the derivative guidance contained in ASC 815-40, as the warrants did not meet the criteria for equity treatment. The Company believes that the adjustments to the Exercise Price is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the 2023 Warrants are not eligible for an exception from derivative accounting. As such, the 2023 Warrants were initially measured at fair value and recorded as a liability in the amount of $
Note 13 – Fair Value Measurements
The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):
Balance as of September 30, 2025 | ||||||||||||
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Assets: |
|
|
|
|
|
|
|
| ||||
Cash equivalents | $ | | $ | — | $ | — | $ | | ||||
Liabilities: |
|
|
|
|
|
| ||||||
Warrant liability | $ | — | $ | — | $ | — | $ | — | ||||
| Balance as of December 31, 2024 | |||||||||||
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Assets: |
|
|
|
|
|
|
|
| ||||
Cash equivalents | $ | | $ | — | $ | — | $ | | ||||
Liabilities: |
|
|
|
|
|
|
|
| ||||
Warrant liability | $ | — | $ | — | $ | | $ | | ||||
There were
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Note 13 – Fair Value Measurements, continued
2023 Warrants
The Company utilized a Monte Carlo simulation model for the 2023 Warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the 2023 Warrant liability was determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield.
The key inputs into the Monte Carlo simulation model for the 2023 Warrants are as follows:
| As of September 11, 2025 |
| As of December 31, 2024 | ||||
Share price | $ | | $ | | |||
Exercise price | $ | | $ | | |||
Term (in years) | — | ||||||
Volatility |
| | % | | % | ||
Risk-free rate | | % | | % | |||
Dividend yield | | % | | % | |||
The change in the fair value of the 2023 Warrant liability was a decrease of $
| For the nine months ended September 30, | |||||
| 2025 |
| 2024 | |||
Beginning value | $ | | $ | | ||
Change in value of warrant liability |
| ( |
| ( | ||
Warrants exercised |
| ( |
| — | ||
Ending value | $ | — | $ | | ||
Note 14 – Customer Concentrations
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
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 or commercialize such 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 Report. We undertake no obligation to publicly update any of our forward-looking statements, whether as a result of new information, future developments or otherwise.
Overview
We have developed scalable, over-the-air Wireless Power Network (“WPN”) technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems to enable radio frequency (“RF”)-based charging for ambient Internet of Things (“ambient IoT”) devices. Our WPN technology provides a comprehensive suite of capabilities designed to power the next generation of wireless energy networks, seamlessly delivering power and data across diverse, battery-free device ecosystems. This innovation enhances operational visibility, control, and intelligent business automation.
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.
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:
Device Type | Application |
RF Tags | Cold Chain, Asset Tracking, Medical IoT |
Ambient IoT Sensors | Cold Chain, Logistics, Asset Tracking |
Electronic Shelf Labels | Retail and Industrial IoT |
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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.
Recent Developments
On September 11, 2025, we raised net proceeds of $4.5 million from a registered direct offering and concurrent exercise of our 2023 and 2024 warrants where we issued 120,000 shares of common stock, 465,347 pre-funded warrants and 585,347 warrants.
Critical Accounting Policies and Estimates
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.
Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although we believe that management’s estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates.
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.
Determining the extent to which conditions or events raise substantial doubt about our ability to continue as a going concern requires significant judgment and estimation by us. Our significant estimates related to this analysis may include identifying business factors used in the forecasted financial results and liquidity. We believe that the estimated values used in our going concern analysis are based on reasonable assumptions. However, such assumptions are inherently uncertain and actual results could differ materially from those estimates.
Warrants. We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using an appropriate valuation model. Such warrant classification is also subject to re-evaluation at each reporting period.
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.
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Revenue Recognition. We follow ASC 606, “Revenue from Contracts with Customers” (“Topic 606”). In accordance with Topic 606, we recognize revenue using the following five-step approach:
| 1. | Identify the contract with the customer. |
| 2. | Identify the performance obligations in the contract. |
| 3. | Determine the transaction price of the contract. |
| 4. | Allocate the transaction price to the performance obligations of the contract. |
| 5. | Recognize revenue when or as the performance obligations are satisfied. |
Our revenue consists of its single segment of wireless charging system solutions. The wireless charging system revenue consists of revenue from product development projects and production-level systems.
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.
During the three months ended September 30, 2025, management believes there have been no significant changes to the items that we disclosed within our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Results of Operations
Costs and Expenses
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 sales 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.
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Comparison of Three Months Ended September 30, 2025 and 2024
The following table sets forth selected Condensed Statements of Operations data (in thousands):
For the three months ended September 30, | ||||||||||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
Revenue | $ | 1,272 | $ | 230 | $ | 1,042 | 453 | % | ||||
Cost of revenue |
| 814 |
| 306 | 508 | 166 | % | |||||
Gross profit (loss) |
| 458 |
| (76) | 534 | 703 | % | |||||
Operating expenses: |
|
| ||||||||||
Research and development |
| 897 |
| 1,468 | (571) | (39) | % | |||||
Sales and marketing |
| 499 |
| 699 | (200) | (29) | % | |||||
General and administrative |
| 1,245 |
| 1,255 | (10) | (1) | % | |||||
Severance expense |
| 8 |
| 83 | (75) | (90) | % | |||||
Total operating expenses |
| 2,649 |
| 3,505 | (856) | (24) | % | |||||
Loss from operations |
| (2,191) |
| (3,581) | 1,390 | 39 | % | |||||
Other income, net: |
|
|
| |||||||||
Change in fair value of warrant liability |
| (10) |
| 159 | (169) | (106) | % | |||||
Interest income, net |
| 88 |
| 10 | 78 | 780 | % | |||||
Total other income, net | 78 | 169 | (91) | (54) | % | |||||||
Net loss | $ | (2,113) | $ | (3,412) | $ | 1,299 | 38 | % | ||||
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.
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.
Cost of Revenue:
For the three months ended September 30, |
| ||||||||||||
| 2025 |
| 2024 |
| $ Change |
| % Change | ||||||
Cost of revenue | $ | 814 | $ | 306 | $ | 508 |
| 166 | % | ||||
Percent of total revenue |
| 64 | % |
| 133 | % |
|
|
| ||||
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.
Research and Development Costs:
For the three months ended September 30, |
| ||||||||||||
| 2025 |
| 2024 |
| $ Change |
| % Change | ||||||
Research and development | $ | 897 | $ | 1,468 | $ | (571) |
| (39) | % | ||||
Percent of total revenue |
| 71 | % |
| 638 | % |
|
|
|
| |||
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.
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Sales and Marketing Costs:
For the three months ended September 30, |
| |||||||||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
Sales and marketing | $ | 499 | $ | 699 | $ | (200) |
| (29) | % | |||
Percent of total revenue |
| 39 | % |
| 304 | % |
|
|
|
| ||
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.
General and Administrative Expenses:
For the three months ended September 30, |
| |||||||||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
General and administrative | $ | 1,245 | $ | 1,255 | $ | (10) |
| (1) | % | |||
Percent of total revenue |
| 98 | % |
| 546 | % |
|
|
|
| ||
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.
Severance Expense:
For the three months ended September 30, |
| |||||||||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
Severance expense | $ | 8 |
| $ | 83 | $ | (75) |
| (90) | % | ||
Percent of total revenue |
| 1 | % | 36 | % |
|
|
|
| |||
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.
Other income, net:
For the three months ended September 30, |
| |||||||||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
Change in fair value of warrant liability |
| $ | (10) |
| $ | 159 | $ | (169) |
| (106) | % | |
Interest income, net | 88 | 10 | 78 | 780 | % | |||||||
Total other income, net |
| $ | 78 |
| $ | 169 | $ | (91) |
| (54) | % | |
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.
Net interest income for the three months ended September 30, 2025 was $88,000, as we earned approximately $99,000 in interest from our money market account, partially offset by approximately $11,000 in interest expense from a short-term loan that was paid off on July 7, 2025. Interest income for the three months ended September 30, 2024 was $10,000 from interest earned on our money market account.
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.
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Comparison of Nine Months Ended September 30, 2025 and 2024
The following table sets forth selected Condensed Statements of Operations data (in thousands):
| For the nine months ended September 30, |
|
|
| ||||||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
Revenue | $ | 2,590 | $ | 340 | $ | 2,250 | 662 | % | ||||
Cost of revenue |
| 1,701 |
| 537 | 1,164 | 217 | % | |||||
Gross profit (loss) |
| 889 |
| (197) | 1,086 | 551 | % | |||||
Operating expenses: |
|
| ||||||||||
Research and development |
| 3,189 |
| 5,956 | (2,767) | (46) | % | |||||
Sales and marketing |
| 1,792 |
| 2,391 | (599) | (25) | % | |||||
General and administrative |
| 3,426 |
| 4,976 | (1,550) | (31) | % | |||||
Severance expense |
| 403 |
| 1,377 | (974) | (71) | % | |||||
Expenses from abandoned financing transaction |
| 661 | — | 661 | 100 | % | ||||||
Total operating expenses |
| 9,471 |
| 14,700 | (5,229) | (36) | % | |||||
Loss from operations |
| (8,582) |
| (14,897) | 6,315 | 42 | % | |||||
Other income, net: |
|
|
| |||||||||
Change in fair value of warrant liability |
| 257 |
| 413 | (156) | (38) | % | |||||
Interest income, net |
| 59 |
| 215 | (156) | (73) | % | |||||
Loss on retirement of property and equipment |
| (1) | — | (1) | (100) | % | ||||||
Total other income, net |
| 315 | 628 | (313) | (50) | % | ||||||
Net loss | $ | (8,267) | $ | (14,269) | $ | 6,002 | 42 | % | ||||
Revenue. During the nine months ended September 30, 2025 and 2024, we recorded revenue of $2.6 million and $0.3 million, respectively. The 662% 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 AWS Partner Network.
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 nine months ended September 30, 2025 and 2024 was $8.6 million and $14.9 million, respectively.
Cost of Revenue:
| For the nine months ended September 30, |
|
|
|
|
| ||||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
Cost of revenue | $ | 1,701 | $ | 537 | $ | 1,164 | 217 | % | ||||
Percent of total revenue |
| 66 | % | 158 | % |
|
|
| ||||
Cost of revenue was $1.7 million and $0.5 million, respectively, for the nine months ended September 30, 2025 and 2024. The increase is primarily due to higher sales volume of PowerBridge Pro transmitters that were shipped during 2025. With the continued ramp up of our volume manufacturing during the first nine months of 2025 and other strategic efforts made to optimize operations, product margins improved significantly, transitioning from a gross loss in 2024 of $0.2 million to a gross profit in 2025 of approximately $0.9 million, representing a 551% year over year improvement in gross profit.
Research and Development Costs:
| For the nine months ended September 30, |
|
|
|
|
| ||||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
Research and development | $ | 3,189 | $ | 5,956 | $ | (2,767) | (46) | % | ||||
Percent of total revenue | 123 | % | 1,752 | % |
|
|
| |||||
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Research and development costs were $3.2 million and $6.0 million, respectively, for the nine months ended September 30, 2025 and 2024. The decrease of $2.8 million is primarily due to a $1.7 million decrease in compensation, consisting of a $1.5 million decrease in payroll costs from a lower headcount within the R&D department and a $0.2 million decrease in stock-based compensation, a $0.8 million decrease in engineering components, circuit boards and third-party software and a $0.1 million decrease in software maintenance.
Sales and Marketing Costs:
| For the nine months ended September 30, |
|
|
|
|
| ||||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
Sales and marketing | $ | 1,792 | $ | 2,391 | $ | (599) | (25) | % | ||||
Percent of total revenue |
| 69 | % | 703 | % |
|
|
| ||||
Sales and marketing costs for the nine months ended September 30, 2025 and 2024 were $1.8 million and $2.4 million, respectively. The decrease of $0.6 million is primarily due to a $0.4 million decrease in public relations, consulting and recruiting fees, a $0.1 million decrease in marketing, promotional and tradeshow expenses and a $0.1 million decrease in stock-based compensation.
General and Administrative Expenses:
| For the nine months ended September 30, |
|
|
|
|
| ||||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
General and administrative | $ | 3,426 | $ | 4,976 | $ | (1,550) | (31) | % | ||||
Percent of total revenue |
| 132 | % | 1,464 | % |
|
|
| ||||
General and administrative costs for the nine months ended September 30, 2025 and 2024 were $3.4 million and $5.0 million, respectively. The decrease of $1.6 million is primarily due to a $0.9 million decrease in legal fees, a $0.3 million decrease in annual meeting-related expenses, a $0.3 million decrease in consulting, investor relations, recruiting and third-party services, a $0.2 million decrease in insurance premiums and a $0.1 million decrease in stock-based compensation, partially offset by a $0.2 million increase in payroll costs accrued as a result of key milestones achieved during 2025 under the 2025 Bonus Plan and higher employee benefit costs.
Severance Expense:
| For the nine months ended September 30, |
|
|
|
|
| ||||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
Severance expense | $ | 403 | $ | 1,377 | $ | (974) | (71) | % | ||||
Percent of total revenue |
| 16 | % | 405 | % |
|
|
| ||||
Severance expense for the nine months ended September 30, 2025 and 2024 was $0.4 million and $1.4 million, respectively. Severance expense for the nine months ended September 30, 2025 was related to separation with certain non-executive employees. The severance expense for the nine months ended September 30, 2024 was primarily due to the departure of our former CEO during 2024 for which $1.2 million in severance expense was recorded.
Expenses from Abandoned Financing Transaction:
| For the nine months ended September 30, |
|
|
|
|
| ||||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
Expenses from abandoned financing transaction | $ | 661 |
| — | $ | 661 |
| 100 | % | |||
Percent of total revenue |
| 26 | % | 0 | % |
|
|
|
| |||
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.
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Other income, net:
| For the nine months ended September 30, |
|
|
|
|
| ||||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
Change in fair value of warrant liability | $ | 257 | $ | 413 | $ | (156) | (38) | % | ||||
Interest income, net |
| 59 |
| 215 |
| (156) |
| (73) | % | |||
Loss on retirement of property and equipment |
| (1) |
| — |
| (1) |
| (100) | % | |||
Total other income, net | $ | 315 | $ | 628 | $ | (313) |
| (50) | % | |||
Other income resulting from the change in fair value of the warrant liability was $0.3 million for the nine months ended September 30, 2025, consistent with $0.4 million for the nine months ended September 30, 2024. As of September 30, 2025, the 2023 Warrants were fully exercised, eliminating the related warrant liability.
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.
Net Loss. As a result of the above, net loss for the nine months ended September 30, 2025 was $8.3 million as compared to $14.3 million for the nine months ended September 30, 2024.
ATM Offering Program
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).
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.
2025 Offering
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.
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.
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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.
On September 10, 2025, in connection with the 2025 Offering, we entered into a letter agreement (the “Letter Agreement”) with the Investor for the immediate exercise of certain of our 2023 Warrants and 2024 Warrants to purchase an aggregate of 47,764 shares of common stock and having exercise prices of $6.7595 and $55.20 per share, respectively (the “Concurrent Warrant Exercise Transaction”). The 2023 Warrants were exercised at the exercise price of $6.8845 and the 2024 Warrants were exercised at a reduced exercise price of $7.92 per share for aggregate gross proceeds to the Company of approximately $364,000.
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.
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.
Agile Subordinated Loan Agreement
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.
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 provided 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 was repaid in weekly payments of approximately $39,000 and was fully repaid before the maturity date of July 17, 2025 on July 7, 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 was expressly subordinated to our obligations on certain senior indebtedness of the Company as provided in the Amended Loan Agreement.
On July 7, 2025, we paid off all outstanding amounts owed to the Lender. There are no further obligations under the Amended Loan Agreement. As of September 30, 2025, no balance was owed under the “Amended Loan Agreement.”
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Liquidity and Capital Resources
During the nine months ended September 30, 2025 and 2024, we recorded revenue of $2.6 million and $0.3 million, respectively. We incurred net losses of $8.3 million and $14.3 million for the nine months ended September 30, 2025 and 2024, respectively. Net cash used in operating activities was $10.0 million and $14.9 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, we had cash and cash equivalents of $12.9 million. We are currently meeting our liquidity requirements through the proceeds of the ATM Program (as defined above) that raised net proceeds of $18.2 million during the nine months ended September 30, 2025, a sale of stock, pre-funded warrants and warrants that raised net proceeds of $4.1 million during the nine months ended September 30, 2025 and the exercises of 2023 Warrants and 2024 warrants that raised net proceeds of $0.4 million during the nine months ended September 30, 2025.
As we gain traction in the market with our new technology and continue 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.
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.
Based on current operating levels and further cost reductions implemented during the first nine months of 2025, the Company believes it has sufficient cash on hand and access to capital to fund operations for the next 12 months.
Cash Flows
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.
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.
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.
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.
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.
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Item 3. Quantitative and Qualitative Disclosure About Market Risk
As a smaller reporting company, we are not required to provide this information.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that material information relating to us is made known to the officers who certify our financial reports and the Board. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act.
Based on the evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of September 30, 2025 to provide reasonable assurance that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms and that information required to be disclosed by us in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our interim principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
During the three months ended September 30, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We may be subject to claims and legal actions arising in the ordinary course of business from time to time. We are not currently party to any pending legal proceedings that we believe will have a material adverse effect on our business, financial condition or cash flow.
Item 1A. Risk Factors
Our future performance is subject to a variety of risks and uncertainties that could materially and adversely affect our business, financial condition, results of operations, and the trading price of our common stock. These risks and uncertainties are described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to these risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended September 30, 2025, no director or officer of the Company
Item 6. Exhibits
The following are filed, furnished or incorporated by reference as a part of this Quarterly Report on Form 10-Q:
Exhibit |
| Description |
|
3.1 | Second Amended and Restated Certificate of Incorporation of Energous Corporation, as amended (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on August 10, 2020). | ||
3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Energous Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 15, 2023). | ||
3.3 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Energous Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 11, 2025). | ||
3.4 | Second Amended and Restated Bylaws of Energous Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 11, 2025). | ||
4.1 | Form of 2025 Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on September 11, 2025). | ||
4.2 | Form of 2025 Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on September 11, 2025). | ||
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4.3 | Form of 2025 Offering Placement Agent Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on September 11, 2025). | ||
4.4 | Form of 2025 Warrant Inducement Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on September 11, 2025). | ||
4.5 | Form of Warrant Inducement Placement Agent Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed on September 11, 2025). | ||
10.1 | Energous Corporation Amended and Restated 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 13, 2025). | ||
10.2 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 11, 2025). | ||
10.3 | Form of Letter Agreement for Warrant Inducement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on September 11, 2025). | ||
31.1† | Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. | ||
32.1+ | Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
101.INS† | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||
101.SCH† | Inline XBRL Taxonomy Extension Schema Document. | ||
101.CAL† | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||
101.DEF† | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||
101.LAB† | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||
101.PRE† | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). |
† | Filed herewith. |
+ | Furnished herewith. |
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ENERGOUS CORPORATION | |||
| (Registrant) | |||
| ||||
Date: November 13, 2025 | By: | /s/ Mallorie Burak | ||
Name: | Mallorie Burak | |||
Title: | Chief Executive Officer and Chief Financial Officer | |||
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | ||||
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FAQ
How did WATT perform in Q3 2025?
What is WATT’s cash and equity position?
What financings did WATT complete in 2025?
How many shares are outstanding for WATT?
Did WATT enact a reverse stock split?
What does management say about liquidity?
What were year‑to‑date results through Q3 2025?
