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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 6, 2025
ENERGOUS CORPORATION
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-36379 |
|
46-1318953 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
3590
North First Street, Suite
330
San Jose, California 95134
(Address, including zip code, of principal executive
offices)
Registrant’s telephone number, including
area code: (408) 963-0200
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
|
Title of each
class registered |
|
Trading symbol(s) |
|
Name of each
exchange on which
registered |
| Common Stock, par value $0.00001 per share |
|
WATT |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information provided in Item 5.03 is incorporated by reference
herein.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 7, 2025, as approved by the stockholders of Energous Corporation
d/b/a Energous Wireless Power Solutions (the “Company”) on June 11, 2025, the Company filed a Certificate of Amendment (the
“Amendment”) to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware
to effect a 1-for-30 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, $0.00001 par value
per share (the “Common Stock”), to be effective as of 12:01 a.m. Eastern Time on August 11, 2025 (the “Effective Time”).
The Reverse Stock Split is intended to bring the Company into compliance with the minimum bid price requirement for continued listing
on the Nasdaq Capital Market.
At the Effective Time, every thirty shares of issued and outstanding
Common Stock will be automatically combined and reclassified into one issued and outstanding share of Common Stock. No fractional shares
will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common
Stock are instead entitled to receive a cash payment in lieu of such fractional shares.
The Reverse Stock Split did not change the authorized number of shares
or the par value of the Common Stock nor modify any voting rights of the Common Stock. Proportionate adjustments will be made to the per
share exercise prices and the number of shares issuable under all outstanding equity awards, warrants or convertible securities, and to
the number of shares issued and issuable under the Company’s Amended and Restated 2024 Equity Incentive Plan.
Following the Reverse Stock Split, the shares of Common Stock will
continue to trade on the Nasdaq Capital Market under the symbol “WATT”. The new CUSIP number for the Common Stock following
the Reverse Stock Split will be 29272C 301.
The foregoing description of the Amendment does not purport to be complete
and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
On August 6, 2025, the Company issued a press release announcing the
Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
The information provided in Item 5.03 is incorporated by
reference herein.
The Company has registration statements on Form S-3 (File No. 333-283819)
and registration statements on Form S-8 (File Nos. 333-196360, 333-204690, 333-214785, 333-223747, 333-225396, 333-248536, 333-259621,
333-266923, 333-278352 and 333-280514) on file with the Securities and Exchange Commission (the “SEC”). SEC regulations permit
the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3 or Form
S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements.
Information in this Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference into
each of the registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as
amended, the amount of undistributed shares of Common Stock deemed to be covered by the registration statements listed above are proportionately
reduced as of the Effective Time to give effect to the Reverse Stock Split.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Energous Corporation. |
| 99.1 |
|
Press Release dated August 6, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded as Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ENERGOUS CORPORATION |
| |
|
|
| Date: August 11, 2025 |
By: |
/s/ Mallorie Burak |
| |
Name: |
Mallorie Burak |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
