[8-K] Energous Corporation Reports Material Event

Rhea-AI Filing Summary

Energous Corporation implemented a 1-for-30 reverse stock split of its common stock to restore compliance with Nasdaq Capital Market minimum bid-price requirements. At the effective time every thirty outstanding shares were combined into one share, with no fractional shares issued; holders otherwise entitled to fractional shares will receive a cash payment in lieu of fractional shares. The reverse split does not change the number of authorized shares, the par value or voting rights and will not alter the economic terms of outstanding awards, warrants or convertible securities because exercise prices and share amounts will be adjusted proportionately. Shares will continue to trade under the symbol WATT and the post-split CUSIP is 29272C301.

Insights

Financial Analyst

TL;DR: A 1-for-30 reverse split is a mechanical step to regain Nasdaq compliance; it alters share count but not underlying equity value per holder.

The filing documents a corporate action that reduces outstanding share count by a 30-to-1 ratio while preserving shareholder economic ownership through proportionate adjustments to awards, warrants and convertibles. The stated objective is to meet Nasdaq’s minimum bid price requirement, which is material to maintain listing status. This is primarily a capital-structure remediation rather than an operational update; investors should view it as procedural, not a direct change to business fundamentals, but it does reflect prior pressure on the company’s trading price.

Corporate Governance Expert

TL;DR: Governance effects are limited—voting rights, par value and authorized shares remain unchanged; equity instruments are adjusted to preserve contractual economics.

The Certificate of Amendment effects the reverse split and explicitly preserves voting rights and authorized share counts, while providing proportionate adjustments to equity awards and convertible instruments. The company also addresses fractional shares with cash-in-lieu payments and updates registration statements under Rule 416(b) to reflect the split. From a governance perspective, the action is standard and legally routine to maintain exchange listing, with no charter-level dilution or change in shareholder control disclosed.

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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.

Item 8.01. Other Events.

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

FAQ

What corporate action did Energous (WATT) announce?

The company effected a 1-for-30 reverse stock split of its common stock to consolidate every thirty issued and outstanding shares into one share.

Why did Energous implement the reverse stock split?

The reverse split was taken to bring the company into compliance with the Nasdaq Capital Market minimum bid-price requirement, as stated in the filing.

What happens to fractional shares after the split?

No fractional shares will be issued; stockholders who would otherwise receive fractional shares are entitled to a cash payment in lieu of fractional shares.

Will the reverse split change the company's authorized shares or voting rights?

No. The filing states the reverse split does not change the authorized number of shares, the par value or voting rights of the common stock.

How are outstanding equity awards and convertible instruments affected?

Per the filing, there will be proportionate adjustments to per-share exercise prices and the number of shares issuable under outstanding equity awards, warrants and convertible securities.

Will Energous's shares continue to trade and under what identifier?

Yes. Shares will continue to trade on the Nasdaq Capital Market under the symbol WATT, and the new CUSIP after the split is 29272C301.