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Core Viewpoint - Energous Corporation has successfully closed a registered direct offering and concurrent warrant exercise, raising approximately $5.0 million for working capital and general corporate purposes [3]. Group 1: Offering Details - The company offered an aggregate of 585,347 shares of common stock at a price of $7.92 per share, along with warrants to purchase an equal number of shares [1]. - The warrants have an exercise price of $7.79 per share, are immediately exercisable, and will expire five years from the issuance date [1][2]. - The company also exercised certain outstanding warrants, resulting in the issuance of new unregistered warrants for an aggregate of 47,764 shares at an exercise price of $7.79 per share [2]. Group 2: Financial Proceeds - The total gross proceeds from the offering and warrant exercise amounted to approximately $5.0 million before deducting fees and expenses [3]. - The net proceeds will be utilized for working capital and general corporate purposes [3]. Group 3: Regulatory Compliance - The shares offered were sold under a "shelf" registration statement filed with the SEC, ensuring compliance with regulatory requirements [4]. - The unregistered warrants and underlying shares have not been registered under the Securities Act, limiting their sale in the U.S. without an effective registration statement [5]. Group 4: Company Overview - Energous Corporation is a pioneer in scalable, over-the-air wireless power networks, enabling battery-free devices for various applications such as asset tracking and environmental monitoring [8].

Core Points - Energous Corporation has entered into a definitive agreement for the purchase and sale of 585,347 shares of its common stock at an offering price of $7.92 per share, along with warrants to purchase the same number of shares [1] - The company also announced the immediate exercise of certain outstanding warrants to purchase an aggregate of 47,764 shares, with exercise prices of $6.7595 and $7.79 per share [2] - The total gross proceeds from the offering and warrant exercise are expected to be approximately $5.0 million, which will be used for working capital and general corporate purposes [4] Offering Details - The offering is a registered direct offering priced at-the-market under Nasdaq rules, with the closing expected to occur on or about September 11, 2025 [3] - Rodman & Renshaw, LLC and H.C. Wainwright & Co. are acting as the exclusive placement agents for the offering and warrant exercise [3] - The shares being offered are registered under an effective registration statement on Form S-3 [5] Warrant Exercise - The existing warrants will be exercised for cash, and new unregistered warrants will be issued at an exercise price of $7.79 per share [2] - The new warrants will be exercisable immediately upon issuance and will expire five years after the initial issuance date [2] Company Overview - Energous Corporation is a pioneer in scalable, over-the-air wireless power networks, enabling battery-free devices for various applications [8]

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Energous Corporation's unaudited condensed financial statements and notes detail financial position, operations, cash flows, and policies [Balance Sheets](index=3&type=section&id=BALANCE%20SHEETS) The balance sheets present the company's financial position, showing assets, liabilities, and stockholders' equity at specific dates | ASSETS (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :------------------ | | Cash and cash equivalents | $8,662 | $1,353 | | Total current assets | $10,965 | $2,912 | | Total assets | $12,337 | $3,795 | | LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | Total current liabilities | $2,724 | $4,872 | | Total liabilities | $3,563 | $4,872 | | Total stockholders' equity (deficit) | $8,774 | $(1,077) | | Total liabilities and stockholders' equity (deficit) | $12,337 | $3,795 | [Condensed Statements of Operations](index=4&type=section&id=CONDENSED%20STATEMENTS%20OF%20OPERATIONS) The condensed statements of operations detail the company's revenues, expenses, and net loss over specific periods | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $975 | $46 | $1,318 | $110 | | Gross profit (loss) | $338 | $(76) | $431 | $(121) | | Loss from operations | $(2,780) | $(4,651) | $(6,391) | $(11,316) | | Net loss | $(2,788) | $(4,258) | $(6,154) | $(10,857) | | Basic and diluted loss per common share | $(0.08) | $(0.65) | $(0.19) | $(1.74) | [Condensed Statement of Changes in Stockholders' Equity (Deficit)](index=5&type=section&id=CONDENSED%20STATEMENT%20OF%20CHANGES%20IN%20STOCKHOLDERS'%20EQUITY%20(DEFICIT)) This statement outlines changes in stockholders' equity, including common stock, additional paid-in capital, and accumulated deficit Balance as of January 1, 2025 and June 30, 2025 | (in thousands) | Balance as of January 1, 2025 | Balance as of June 30, 2025 | | :--------------- | :---------------------------- | :-------------------------- | | Common Stock (Shares) | 13,575,907 | 39,260,571 | | Common Stock (Amount) | $1 | $1 | | Additional Paid-in Capital | $399,362 | $415,367 | | Accumulated Deficit | $(400,440) | $(406,594) | | Total Stockholders' Equity (Deficit) | $(1,077) | $8,774 | Balance as of January 1, 2024 and June 30, 2024 | (in thousands) | Balance as of January 1, 2024 | Balance as of June 30, 2024 | | :--------------- | :---------------------------- | :-------------------------- | | Common Stock (Shares) | 5,471,121 | 6,554,296 | | Common Stock (Amount) | $1 | $1 | | Additional Paid-in Capital | $393,539 | $395,906 | | Accumulated Deficit | $(382,042) | $(392,899) | | Total Stockholders' Equity (Deficit) | $11,498 | $3,008 | [Condensed Statements of Cash Flows](index=6&type=section&id=CONDENSED%20STATEMENTS%20OF%20CASH%20FLOWS) The cash flow statements summarize cash generated and used by operating, investing, and financing activities | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(7,546) | $(10,843) | | Net cash used in investing activities | $(37) | $(58) | | Net cash provided by financing activities | $14,892 | $1,820 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $7,309 | $(9,081) | | Cash, cash equivalents and restricted cash - ending | $8,662 | $4,855 | [Notes to the Condensed Financial Statements](index=7&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements) These notes provide detailed explanations and disclosures for the condensed financial statements, covering business, liquidity, and accounting policies [Note 1 - Business Organization, Nature of Operations](index=7&type=section&id=Note%201%20-%20Business%20Organization,%20Nature%20of%20Operations) Energous Corporation develops scalable, over-the-air Wireless Power Network (WPN) technology for IoT devices - Energous Corporation's core business is developing scalable, over-the-air Wireless Power Network (WPN) technology for Internet of Things (IoT) devices, integrating advanced semiconductor chipsets, software controls, hardware designs, and antenna systems[18](index=18&type=chunk) - The company holds a patent portfolio exceeding **250 patents**, supporting both near-field and at-a-distance wireless charging, and enabling battery-free IoT devices for applications such as RF Tags, IoT Sensors, and Electronic Shelf Labels[19](index=19&type=chunk)[20](index=20&type=chunk) [Note 2 – Liquidity and Management Plans](index=7&type=section&id=Note%202%20%E2%80%93%20Liquidity%20and%20Management%20Plans) The company improved liquidity with revenue growth and financing, alleviating prior going concern doubts for the next 12 months | Financial Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenue | $1,000 | $46 | $1,300 | $110 | | Net Loss | $(2,800) | $(4,300) | $(6,200) | $(10,900) | | Net Cash Used in Operating Activities | N/A | N/A | $(7,500) | $(10,800) | - As of June 30, 2025, the Company had cash and cash equivalents of **$8.7 million**. The ATM Program generated aggregate net proceeds of **$15.8 million** during the six months ended June 30, 2025[22](index=22&type=chunk) - Based on current operating levels and cost reductions, the Company believes it has sufficient cash and access to capital to fund operations for the next **12 months**, alleviating substantial doubt about its ability to continue as a going concern[22](index=22&type=chunk)[126](index=126&type=chunk) [Note 3 – Summary of Significant Accounting Policies](index=8&type=section&id=Note%203%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's significant accounting policies, including revenue recognition, warrant valuation, and fair value measurements - The Company classifies warrants as either equity or liability instruments based on specific terms and accounting guidance (ASC 480 and ASC 815), with liability-classified warrants re-measured at fair value each period and changes recognized in the statements of operations[31](index=31&type=chunk)[32](index=32&type=chunk) - Revenue is recognized using a five-step approach under ASC 606, primarily from product sales (e.g., PowerBridge transmitter systems) and product development projects, with recognition occurring when performance obligations are satisfied[39](index=39&type=chunk)[40](index=40&type=chunk)[44](index=44&type=chunk) - The fair value hierarchy categorizes inputs into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs). The Company's warrant liability is a **Level 3 measurement**[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) [Note 4 – Prepaid Expenses and Other Current Assets](index=13&type=section&id=Note%204%20%E2%80%93%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) This note details the components of prepaid expenses and other current assets, showing a slight decrease from December 2024 | (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :------------------ | | Deposit with contract manufacturer | $430 | $323 | | Prepaid insurance | $306 | $163 | | Refund receivable for stock registration fees | $122 | — | | Prepaid and deferred financing costs | — | $372 | | Total | $953 | $983 | [Note 5 – Inventory](index=13&type=section&id=Note%205%20%E2%80%93%20Inventory) The company's inventory increased due to higher raw materials and the introduction of work-in-process and finished goods | (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :------------------ | | Raw materials | $567 | $498 | | Work-in-process | $45 | — | | Finished goods | $75 | — | | Total | $687 | $498 | [Note 6 – Property and Equipment](index=14&type=section&id=Note%206%20%E2%80%93%20Property%20and%20Equipment) Net property and equipment decreased due to accumulated depreciation and the disposal of fully depreciated assets | (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :------------------ | | Computer software | $936 | $900 | | Computer hardware | $1,643 | $2,412 | | Furniture and fixtures | $206 | $489 | | Leasehold improvements | $417 | $783 | | Less – accumulated depreciation | $(2,896) | $(4,228) | | Total property and equipment, net | $306 | $356 | - The Company disposed of **$1.4 million** in aggregate of fully depreciated assets during the three and six months ended June 30, 2025[63](index=63&type=chunk) [Note 7 – Accrued Expenses](index=14&type=section&id=Note%207%20%E2%80%93%20Accrued%20Expenses) Accrued expenses slightly decreased due to reductions in legal expenses and interest, offset by other accrued items | (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :------------------ | | Accrued compensation | $733 | $740 | | Accrued legal expenses | $67 | $178 | | Accrued tariffs and value added tax | $62 | — | | Accrued interest | $3 | $90 | | Other accrued expenses | $206 | $127 | | Total | $1,071 | $1,135 | [Note 8 – Commitments and Contingencies](index=14&type=section&id=Note%208%20%E2%80%93%20Commitments%20and%20Contingencies) The company amended its office lease, approved a 2025 bonus plan, and detailed severance agreements - On March 19, 2025, the Company amended its San Jose office lease, relocating to a smaller suite and extending the lease through December 31, 2027. This resulted in an increase of approximately **$0.9 million** to both ROU asset and operating lease liability[66](index=66&type=chunk) Operating Lease Commitments | Operating Lease Commitments (in thousands) | Amount | | :--------------------------------------- | :----- | | Total future lease payments | $1,391 | | Present value discount (8.0% weighted average) | $(132) | | Total operating lease liabilities | $1,259 | - The Company accrued **$0.5 million** in bonus expense under the 2025 Bonus Plan as of June 30, 2025, to be paid in Q1 2026[73](index=73&type=chunk) - The Company recorded **$1.2 million** in total severance expense pertaining to the former CEO's departure during the six months ended June 30, 2024[75](index=75&type=chunk) [Note 9 – Short-term Debt](index=16&type=section&id=Note%209%20%E2%80%93%20Short-term%20Debt) The company financed insurance premiums and refinanced a subordinated loan, which was fully repaid in July 2025 - On April 29, 2025, the Company financed approximately **$308,000** in business insurance premiums, with an outstanding balance of approximately **$241,000** as of June 30, 2025[77](index=77&type=chunk) - The Company entered into an amended subordinated business loan agreement with Agile Capital Funding, LLC for a new term loan of **$997,000** in November 2024. This loan was fully repaid on July 7, 2025[79](index=79&type=chunk)[80](index=80&type=chunk)[115](index=115&type=chunk) [Note 10 – Capital Stock and Warrants](index=17&type=section&id=Note%2010%20%E2%80%93%20Capital%20Stock%20and%20Warrants) The company engaged in various financing activities, including offerings, an ATM program, and a withdrawn Regulation A offering - The Company issued 412,500 shares of common stock and warrants to purchase up to 412,500 shares (2023 Warrants) in March 2023, generating **$2.7 million** in net proceeds. The exercise price of the 2023 Warrants was adjusted to **$0.28** as of June 30, 2025[82](index=82&type=chunk)[83](index=83&type=chunk) - In February 2024, the Company completed a registered direct offering, selling 570,000 shares of common stock, pre-funded warrants for 450,409 shares, and warrants for 1,020,409 shares (2024 Warrants), yielding approximately **$1.8 million** in net proceeds[84](index=84&type=chunk) - The At-the-Market (ATM) Program generated net proceeds of approximately **$2.0 million** during the three months ended June 30, 2025, and **$15.8 million** during the six months ended June 30, 2025. As of June 30, 2025, approximately **$77.2 million** in shares remained available under the ATM Program[88](index=88&type=chunk)[160](index=160&type=chunk) - The Company withdrew its Regulation A Offering on March 11, 2025, resulting in a one-time write-off of **$0.7 million** in expenses related to the abandoned financing transaction[90](index=90&type=chunk) Common Stock Reserved for Future Issuance | Common Stock Reserved for Future Issuance | June 30, 2025 | June 30, 2024 | | :---------------------------------------- | :------------ | :------------ | | RSUs outstanding | 340,820 | 577,629 | | Warrants outstanding | 1,432,909 | 1,432,909 | | Shares available for issuance under the 2024 Equity Incentive Plan | 2,345,081 | 233,570 | | Total | 4,118,810 | 2,394,886 | [Note 11 – Stock-Based Compensation](index=19&type=section&id=Note%2011%20%E2%80%93%20Stock-Based%20Compensation) Stock-based compensation activities include equity plans, RSU grants, and the termination of the ESPP, with decreased expense in 2025 - The 2024 Equity Incentive Plan was approved by stockholders, replacing prior equity plans, and had **2,345,081 shares** of common stock available for issuance as of June 30, 2025[95](index=95&type=chunk)[96](index=96&type=chunk) - As of June 30, 2025, **340,820 RSUs** were outstanding, with an unamortized fair value of **$0.3 million** to be expensed over a weighted average period of **2.8 years**[100](index=100&type=chunk) - The Employee Stock Purchase Plan (ESPP) was terminated on January 21, 2025, with no transactions recorded under it in 2025[102](index=102&type=chunk) Stock-Based Compensation Expense | Stock-Based Compensation Expense (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $10 | $52 | $19 | $159 | | Sales and marketing | $61 | $70 | $123 | $150 | | General and administrative | $26 | $21 | $49 | $108 | | Severance expense | — | — | $16 | $130 | | Cost of revenue | — | — | $1 | — | | Total | $97 | $143 | $208 | $547 | [Note 12 – Warrant Liability](index=21&type=section&id=Note%2012%20%E2%80%93%20Warrant%20Liability) The company's 2023 Warrants are classified as a liability due to variable exercise price adjustments, with fair value decreasing to $0.1 million - The 2023 Warrants, issued in March 2023, are classified as a liability due to their variable exercise price adjustments, which do not meet the criteria for equity treatment under ASC 815-40[106](index=106&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) - As of June 30, 2025, the fair value of the 2023 Warrant liability was **$0.1 million**, reflecting a decrease of **$0.3 million** during the six months ended June 30, 2025[109](index=109&type=chunk)[113](index=113&type=chunk) [Note 13 – Fair Value Measurements](index=22&type=section&id=Note%2013%20%E2%80%93%20Fair%20Value%20Measurements) The company measures its warrant liability at fair value using Level 3 inputs and a Monte Carlo simulation model | (in thousands) | Balance as of June 30, 2025 | Balance as of December 31, 2024 | | :--------------- | :-------------------------- | :------------------------------ | | Cash equivalents (Level 1) | $8,662 | $1,353 | | Warrant liability (Level 3) | $91 | $358 | - The Company uses a Monte Carlo simulation model with Level 3 inputs (share price, exercise price, term, volatility, risk-free rate, dividend yield) to estimate the fair value of the 2023 Warrant liability[111](index=111&type=chunk)[112](index=112&type=chunk) - The fair value of the 2023 Warrant liability decreased by **$0.3 million** during the six months ended June 30, 2025, from **$358,000** to **$91,000**[112](index=112&type=chunk)[113](index=113&type=chunk) [Note 14 – Customer Concentrations](index=23&type=section&id=Note%2014%20%E2%80%93%20Customer%20Concentrations) The company has significant customer concentration, with two customers accounting for a large portion of revenue and receivables - Two customers accounted for approximately **94%** of the Company's revenue for the three months ended June 30, 2025, and **88%** for the six months ended June 30, 2025[114](index=114&type=chunk) - Two customers accounted for approximately **89%** of the Company's accounts receivable balance as of June 30, 2025[114](index=114&type=chunk) [Note 15 – Subsequent Events](index=23&type=section&id=Note%2015%20%E2%80%93%20Subsequent%20Events) Subsequent to June 30, 2025, the company settled additional ATM sales and fully repaid its short-term debt - From July 1, 2025, to July 28, 2025, the Company settled sales of **4,400,169 shares** of common stock for net proceeds of approximately **$1.7 million** under the ATM Program[115](index=115&type=chunk) - On July 7, 2025, the Company made an early payoff of its short-term debt with Agile Capital Funding, LLC and Agile Lending, LLC, with no further obligations under the loan agreement[115](index=115&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and results, highlighting revenue growth, reduced losses, improved liquidity, and accounting policies [Forward-Looking Statements](index=24&type=section&id=Forward-Looking%20Statements) This section contains cautionary statements regarding forward-looking information, emphasizing inherent uncertainties and risks - The report contains forward-looking statements based on current beliefs and assumptions, which are subject to inherent uncertainties, risks, and changes in circumstances that could cause actual results to differ materially[116](index=116&type=chunk) - Key factors influencing actual results include the ability to develop and commercialize technology, timing of customer implementations, regulatory approvals, market acceptance, competition, intellectual property protection, and maintaining financial position and liquidity[116](index=116&type=chunk) [Overview](index=24&type=section&id=Overview) Energous Corporation specializes in scalable, over-the-air Wireless Power Network (WPN) technology for IoT devices, leveraging over 250 patents - Energous Corporation develops scalable, over-the-air Wireless Power Network (WPN) technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems for RF-based charging of IoT devices[117](index=117&type=chunk) - The Company's solutions, backed by over **250 patents**, support both near-field and at-a-distance wireless charging, enabling battery-free IoT devices for applications like RF Tags, IoT Sensors, and Electronic Shelf Labels[118](index=118&type=chunk)[119](index=119&type=chunk) [Nasdaq Market Compliance](index=25&type=section&id=Nasdaq%20Market%20Compliance) The company received a Nasdaq notification for minimum bid price non-compliance and plans a reverse stock split to regain compliance - Energous Corporation received a notification from Nasdaq regarding non-compliance with the **$1.00 minimum bid price rule** (Nasdaq Marketplace Rule 5550(a)(2))[121](index=121&type=chunk) - The Company was granted an extension until **August 25, 2025**, to regain compliance, with the intention to cure the deficiency by effecting a reverse stock split if necessary[121](index=121&type=chunk)[123](index=123&type=chunk) - Stockholders approved a proposal for an amendment to effect a reverse stock split at a ratio between **1-for-5 and 1-for-50**, at the Board's discretion[122](index=122&type=chunk) [Critical Accounting Policies and Estimates](index=25&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Management discusses critical accounting policies, emphasizing estimates for stock-based compensation, revenue, inventory, and warrant liabilities - The preparation of financial statements requires management to make significant estimates and assumptions, which can be subjective and complex, affecting reported asset and liability amounts and expenses[124](index=124&type=chunk)[125](index=125&type=chunk) - Substantial doubt about the Company's ability to continue as a going concern was alleviated by financing received in 2025 and cost reductions, with anticipated cash flows sufficient for the next **12 months**[126](index=126&type=chunk) - The Company accounts for warrants as equity or liability instruments based on specific terms, with liability-classified warrants re-measured at fair value, and recognizes revenue using the five-step approach under ASC 606[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk)[133](index=133&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) The company experienced substantial revenue growth and reduced net losses due to increased sales and significant operating expense reductions [Comparison of Three Months Ended June 30, 2025 and 2024](index=27&type=section&id=Comparison%20of%20Three%20Months%20Ended%20June%2030,%202025%20and%202024) Revenue surged by 2,020% to $1.0 million, and net loss decreased by 35% due to expense reductions | (in thousands) | 2025 | 2024 | $ Change | % Change | | :--------------- | :--- | :--- | :------- | :------- | | Revenue | $975 | $46 | $929 | 2,020 % | | Cost of revenue | $637 | $122 | $515 | 422 % | | Gross profit (loss) | $338 | $(76) | $414 | 545 % | | Total operating expenses | $3,118 | $4,575 | $(1,457) | (32)% | | Loss from operations | $(2,780) | $(4,651) | $1,871 | 40 % | | Net loss | $(2,788) | $(4,258) | $1,470 | 35 % | - Revenue increased by **2,020%** year-over-year, primarily due to the expansion of commercial applications with multinational enterprise retailers deploying WPN technology[135](index=135&type=chunk) - Research and development costs decreased by **$1.2 million (52%)** due to reductions in engineering components, circuit boards, software, and payroll costs[139](index=139&type=chunk) - General and administrative costs decreased by **$0.4 million (25%)** due to lower legal fees and annual meeting-related expenses, partially offset by increased payroll costs from bonus plan milestones[141](index=141&type=chunk) [Comparison of Six Months Ended June 30, 2025 and 2024](index=29&type=section&id=Comparison%20of%20Six%20Months%20Ended%20June%2030,%202025%20and%202024) Revenue grew by 1,098% to $1.3 million, and net loss decreased by 43% due to expense reductions and lower severance costs | (in thousands) | 2025 | 2024 | $ Change | % Change | | :--------------- | :--- | :--- | :------- | :------- | | Revenue | $1,318 | $110 | $1,208 | 1,098 % | | Cost of revenue | $887 | $231 | $656 | 284 % | | Gross profit (loss) | $431 | $(121) | $552 | 456 % | | Total operating expenses | $6,822 | $11,195 | $(4,373) | (39)% | | Loss from operations | $(6,391) | $(11,316) | $4,925 | 44 % | | Net loss | $(6,154) | $(10,857) | $4,703 | 43 % | - Revenue increased by **1,098%** year-over-year, primarily due to the expansion of commercial applications with multinational enterprise retailers deploying WPN technology[148](index=148&type=chunk) - Research and development costs decreased by **$2.2 million (49%)** due to lower headcount, reduced engineering components, and decreased stock-based compensation[151](index=151&type=chunk) - General and administrative costs decreased by **$1.5 million (41%)** due to lower legal fees, annual meeting expenses, consulting, and insurance premiums, partially offset by increased payroll costs from bonus plan milestones[153](index=153&type=chunk) - Severance expense decreased by **$0.9 million (69%)** due to lower non-executive employee separations in 2025 compared to the former CEO's departure in 2024[154](index=154&type=chunk) [ATM Offering Program](index=31&type=section&id=ATM%20Offering%20Program) The ATM program generated significant capital, with $15.8 million in net proceeds during the first six months of 2025 - During the three months ended June 30, 2025, the Company sold **6,793,371 shares** under the ATM Program for net proceeds of approximately **$2.0 million**[160](index=160&type=chunk) - For the six months ended June 30, 2025, the ATM Program generated net proceeds of approximately **$15.8 million** from the sale of **25,496,676 shares**[160](index=160&type=chunk) - As of June 30, 2025, approximately **$77.2 million** in shares of common stock remained available for issuance under the ATM Program[160](index=160&type=chunk) - From July 1, 2025, through July 28, 2025, the Company settled additional sales of **4,400,469 shares** for net proceeds of approximately **$1.7 million**[161](index=161&type=chunk) [Agile Subordinated Loan Agreement](index=32&type=section&id=Agile%20Subordinated%20Loan%20Agreement) The company refinanced a subordinated loan for $997,000 in November 2024, which was fully repaid in July 2025 - The Company entered into an amended subordinated business loan agreement with Agile Capital Funding, LLC in November 2024, providing a new term loan of **$997,000**[163](index=163&type=chunk) - The New Term Loan, with an aggregate repayment amount of **$1,415,740**, was fully repaid on July 7, 2025, prior to its maturity date[163](index=163&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity improved significantly with $8.7 million in cash, primarily from ATM proceeds, sufficient for the next 12 months - As of June 30, 2025, the Company had cash and cash equivalents of **$8.7 million**[164](index=164&type=chunk) - Net cash used in operating activities was **$7.5 million** for the six months ended June 30, 2025, compared to **$10.8 million** for the same period in 2024[164](index=164&type=chunk) - The ATM Program provided **$15.8 million** in net proceeds during the six months ended June 30, 2025, significantly contributing to liquidity[164](index=164&type=chunk) - The Company believes it has sufficient cash and access to capital to fund operations for the next **12 months**, but may pursue additional financing (equity, debt, commercial agreements) to sustain operations as it scales its technology[166](index=166&type=chunk)[167](index=167&type=chunk) [Cash Flows](index=33&type=section&id=Cash%20Flows) Net cash used in operating activities decreased, while financing activities provided $14.9 million, improving the cash position - Net cash used in operating activities was **$7.5 million** for the six months ended June 30, 2025, a decrease from **$10.8 million** in the prior year, primarily due to reduced net loss and changes in working capital[168](index=168&type=chunk)[169](index=169&type=chunk) - Net cash used in investing activities was **$37,000** for the six months ended June 30, 2025, consistent with minimal purchases of property and equipment[170](index=170&type=chunk) - Net cash provided by financing activities was **$14.9 million** for the six months ended June 30, 2025, mainly from **$15.8 million** in net proceeds from the ATM Program, partially offset by loan repayments[171](index=171&type=chunk) [Item 3. Quantitative and Qualitative Disclosure About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) As a smaller reporting company, Energous Corporation is not required to provide market risk disclosures - The Company is exempt from providing quantitative and qualitative disclosure about market risk as it qualifies as a smaller reporting company[172](index=172&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of June 30, 2025. There were no material changes in internal control over financial reporting - The Company's disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025, ensuring timely and accurate reporting of material information[173](index=173&type=chunk)[174](index=174&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2025[175](index=175&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to have a material adverse effect - The Company is not currently party to any pending legal proceedings that are believed to have a material adverse effect on its combined financial position, results of operations, or cash flows[177](index=177&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes have occurred to the risk factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024[178](index=178&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report during the period - None[179](index=179&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report during the period - None[180](index=180&type=chunk) [Item 4. Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[181](index=181&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended June 30, 2025 - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[182](index=182&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed, furnished, or incorporated by reference as part of this Quarterly Report on Form 10-Q - The exhibits include the Second Amended and Restated Certificate of Incorporation, Bylaws, Amended and Restated 2024 Equity Incentive Plan, certifications (Rule 13a-14(a), 18 U.S.C Section 1350), and Inline XBRL documents[183](index=183&type=chunk)

Core Insights - Energous Corporation reported a revenue of approximately $1 million for Q2 2025, marking a 184% increase from Q1 2025 and the highest quarterly revenue since 2016 [1][3] - The company achieved its lowest quarterly net loss in the last decade, with a GAAP net loss of approximately $(2.8) million, a 35% improvement compared to Q2 2024 [4][3] - Energous announced a backlog of confirmed orders amounting to approximately $4 million, indicating growing market adoption of its wireless power network solutions [10][3] Financial Performance - Revenue for Q2 2025 was approximately $1.0 million, a nearly 21-fold increase compared to approximately $46,000 in Q2 2024, and a 184% increase over Q1 2025 revenue of $0.3 million [3] - Year-to-date revenue through June 30, 2025, reached approximately $1.3 million, representing a 72% increase over the total revenue for the full fiscal year of 2024 [3] - Gross margin improved by 200 percentage points, transitioning from a negative gross margin in Q2 2024 to a gross margin of 35% in Q2 2025 [3] Operational Highlights - GAAP operating expenses for Q2 2025 totaled $3.1 million, down 32% from $4.6 million in Q2 2024 [3] - Non-GAAP operating expenses decreased to approximately $3.0 million, a reduction of 37% year over year [3] - The company has had zero product returns since the commercial production of the PowerBridge Pro began last year, emphasizing its commitment to product quality [3] Strategic Initiatives - The company introduced new products, including the AI-driven PowerBridge MOD and PowerBridge PRO+, aimed at enhancing enterprise asset tracking solutions [10] - Energous was granted four new U.S. patents during the first half of 2025, focusing on network security and location tracking technologies [10] - The company is focused on enhancing gross margin and operational efficiency as part of its strategy for scalable growth [2][3]

[Form 8-K Filing Information](index=1&type=section&id=Form%208-K%20Filing%20Information) This section details the registrant, filing specifics, and the nature of the Form 8-K report [Registrant and Filing Details](index=1&type=section&id=Registrant%20and%20Filing%20Details) This section provides the foundational details of the Form 8-K filing, identifying Energous Corporation as the registrant, its incorporation jurisdiction, trading symbol, and the date of the report - The report is a Form 8-K, a current report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934[1](index=1&type=chunk)[2](index=2&type=chunk) Registrant Information | Detail | Value | | :--- | :--- | | **Registrant Name** | ENERGOUS CORPORATION | | **Jurisdiction of Incorporation** | Delaware | | **Commission File Number** | 001-36379 | | **IRS Employer Identification No.** | 46-1318953 | | **Principal Executive Offices** | 3590 North First Street, Suite 330, San Jose, California 95134 | | **Telephone Number** | (408) 963-0200 | | **Date of Report** | July 8, 2025 | Securities Registered | 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 | - The registrant is not an emerging growth company[4](index=4&type=chunk) [Item 2.02. Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) This item reports the preliminary unaudited financial results for the recent quarter and half-year [Preliminary Unaudited Financial Information Announcement](index=2&type=section&id=Preliminary%20Unaudited%20Financial%20Information%20Announcement) Energous Corporation announced the issuance of a press release containing preliminary unaudited revenue and other financial information for the three and six months ended June 30, 2025. This information is furnished, not filed, and is not incorporated by reference into other filings unless explicitly stated - On July 8, 2025, Energous Corporation issued a press release announcing preliminary unaudited revenue and other financial information[5](index=5&type=chunk) - The financial information covers the three and six months ended June 30, 2025[5](index=5&type=chunk) - The information in Item 2.02 and Exhibit 99.1 is furnished, not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into other filings unless expressly set forth[6](index=6&type=chunk) [Item 9.01. Financial Statements and Exhibits](index=2&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits) This item lists the financial statements and exhibits included in the Form 8-K filing [List of Exhibits](index=2&type=section&id=List%20of%20Exhibits) This section lists the exhibits accompanying the Form 8-K filing, primarily the press release detailing the preliminary financial results and the interactive data file Exhibits Filed | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release dated July 8, 2025 | | 104 | Cover Page Interactive Data File (embedded as Inline XBRL document) | [Signatures](index=3&type=section&id=SIGNATURES) This section confirms the official signing and authorization of the Form 8-K report [Authorization and Signatory](index=3&type=section&id=Authorization%20and%20Signatory) The report is duly signed on behalf of Energous Corporation by its authorized officer, confirming compliance with the Securities Exchange Act of 1934 - The report was signed on July 8, 2025, pursuant to the requirements of the Securities Exchange Act of 1934[10](index=10&type=chunk)[12](index=12&type=chunk) - The signatory is Mallorie Burak, Chief Executive Officer and Chief Financial Officer of Energous Corporation[12](index=12&type=chunk)

Core Insights - Energous Corporation has reported significant progress in its second quarter of 2025, highlighting a turnaround towards sustainable and profitable growth [1][5] - The company anticipates revenue exceeding $900,000 for the quarter ended June 30, 2025, and the lowest quarterly net loss in the last decade [2][4] Financial Performance - Year-to-date revenue through June 30, 2025, is expected to be approximately $1.3 million, nearly double the total revenue for all of 2024 [3] - The estimated net loss for the second quarter is approximately $3 million, reflecting an 11% improvement from the prior quarter and a 30% improvement compared to the same quarter last year [4] Strategic Initiatives - The company has fully retired its high-interest debt, enhancing its balance sheet and financial stability [5] - Energous raised approximately $15.8 million in funding through its at-the-market equity program, reinforcing liquidity for growth initiatives [5] Commercial Traction - Energous is gaining commercial traction through partnerships with Fortune 10 and Fortune 100 companies, indicating growing demand for its wireless power technologies [6] - The company has secured a proof-of-concept deployment through Amazon Web Services and formed a strategic alliance with HaiLa Technologies [6] Product Innovation - Energous has expanded its product portfolio with new wireless power transmitters powered by AI and solutions for battery-free wireless IoT sensing and asset tracking [7] - The innovations position Energous as a leader in developing smart, sustainable, and scalable power networks [7] Market Positioning - The company is well-positioned to capitalize on the emerging ambient IoT market, which is crucial for real-time visibility and automation across various industries [8] - Energous aims to support the next generation of connected, battery-less devices with its growing portfolio of certified technologies [8]

Supply Chain Challenges & Solutions - US retailers face approximately $300 billion in annual financial losses due to poor inventory management and lack of visibility[7] - Cold chain applications experience roughly $46.7 billion in annual financial losses because retailers lack visibility in managing temperature-sensitive products[7] - Energous offers wireless power networks (WPNs) to provide visibility, control, and intelligent business automation for supply chains[11] - WPNs can reduce infrastructure costs by eliminating batteries, cables, and wires[10] Energous Technology & Advantages - Energous transmitters deliver always-on, automated energy flow and act as data links for IoT devices[13] - Energous's WPNs offer wireless charging and data transmission at a distance[18] - Energous's solutions enable a new generation of battery-free IoT devices for asset and inventory tracking[15] - Energous has a competitive advantage with higher output power delivery (8W vs <2W), leading to higher levels of asset visibility[35] Market Opportunity & Financials - The total addressable market (TAM) for IoT sensors is $16 billion[38] - The TAM for RF tags is $15.8 billion[41] - The company's revenue for FY 2024 was $0.8 million[59]

Revenue and Profitability - Revenue for the three months ended March 31, 2025, was $343,000, a 436% increase from $64,000 in the same period in 2024[136] - Gross profit improved to $93,000 in Q1 2025, compared to a gross loss of $45,000 in Q1 2024, marking a 307% year-over-year improvement[136] - Net loss for Q1 2025 was $3.4 million, an improvement from a net loss of $6.6 million in Q1 2024[148] Expenses - Cost of revenue increased to $250,000 in Q1 2025 from $109,000 in Q1 2024, representing a 129% increase[136] - Research and development expenses decreased by 46% to $1.2 million in Q1 2025 from $2.2 million in Q1 2024[141] - Sales and marketing expenses decreased by 33% to $589,000 in Q1 2025 from $873,000 in Q1 2024[142] - General and administrative expenses decreased by 55% to $895,000 in Q1 2025 from $1.995 million in Q1 2024[136] - Total operating expenses decreased by 44% to $3.7 million in Q1 2025 from $6.6 million in Q1 2024[136] - Loss from operations improved to $3.6 million in Q1 2025 from $6.7 million in Q1 2024, a reduction of 46%[139] - Severance expenses fell to $0.4 million in Q1 2025 from $1.6 million in Q1 2024, a decrease of $1.2 million or 76%[144] - Expenses from abandoned financing transactions were $0.7 million in Q1 2025, representing a 100% increase from $0 in Q1 2024[145] Cash Flow and Financing - Cash flows used in operating activities were $4.7 million in Q1 2025, compared to $5.1 million in Q1 2024[157] - Cash flows provided by financing activities were $13.4 million in Q1 2025, primarily from the sale of shares under the ATM Program[160] - The company sold 18,703,305 shares under the ATM Program in Q1 2025, generating net proceeds of approximately $13.8 million[154] - The company plans to pursue additional financing options to sustain operations and support business scaling[150][151] Product Development - The first WPN-enabled product was launched in 2019, with shipments of PowerBridge transmitter systems starting in Q4 2021[124] - The company anticipates the release of additional wireless power-enabled products as technology applications continue to innovate[124] Cash Position - As of March 31, 2025, the company had cash and cash equivalents of $10.1 million[149]

[Management's Remarks](index=1&type=section&id=Management%27s%20Remarks) Management emphasized strategic execution, infrastructure efficiency, and partner relationships for wireless power network deployment, prioritizing cash burn reduction and capital securing for growth - The company is focused on executing strategic initiatives, fortifying partner relationships, and deploying its scalable, RF-based wireless power network solutions[3](index=3&type=chunk) - Reducing cash burn is a priority, with actions taken resulting in approximately **$7.3 million** in annualized cost savings[3](index=3&type=chunk) - Secured **$13.8 million** in net proceeds from an at-the-market offering in Q1 2025 to fund growth and strategic objectives[3](index=3&type=chunk)[11](index=11&type=chunk) - Management expects continued steady revenue growth in the coming quarters[3](index=3&type=chunk) [First Quarter 2025 Financial Results](index=1&type=section&id=First%20Quarter%202025%20Financial%20Results) Energous reported significant Q1 2025 financial improvements, with revenue surging over 430%, positive gross margin, reduced operating expenses, and a lower net loss, strengthening its cash position Q1 2025 Key Financial Metrics (YoY Comparison) | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | **Revenue** | $0.3 million | ~$0.1 million | +436% | | **Gross Profit (Loss)** | $0.1 million | $(45,000) | +307% | | **GAAP Operating Expenses** | $3.7 million | $6.6 million | -44% | | **Non-GAAP Operating Expenses** | $2.5 million | $4.7 million | -46% | | **GAAP Net Loss** | $(3.4) million | $(6.6) million | -49% | | **GAAP EPS** | $(0.12) | $(1.11) | +89% | | **Non-GAAP Net Loss** | $(2.5) million | $(4.6) million | -47% | - The revenue increase was primarily driven by a **483% year-over-year increase** in sales of PowerBridge transmitter systems, indicating growing commercial adoption[4](index=4&type=chunk) - After the quarter ended, the company shipped an additional **$0.3 million in products**, mainly fulfilling orders for multinational retailers and a new order from a multi-billion dollar power company[4](index=4&type=chunk) - Cash and cash equivalents were approximately **$10.1 million** as of March 31, 2025[4](index=4&type=chunk) [Company Highlights](index=2&type=section&id=Company%20Highlights) Energous achieved key Q1 2025 milestones, including securing new capital, growing enterprise order backlog, advancing a major Fortune 10 retailer deployment, and expanding its product portfolio with new asset tracking solutions - A Fortune 10 multinational retailer is accelerating a multi-stage project to deploy PowerBridge PRO transmitters in more than **4,700 locations nationwide**[11](index=11&type=chunk) - The company is experiencing a growing backlog of enterprise orders, indicating increased market adoption of its wireless power network (WPN) solutions[11](index=11&type=chunk) - Introduced two new products: the AI-driven PowerBridgeMOD and the PowerBridge PRO+ with an integrated gateway, enhancing its enterprise asset tracking solutions[11](index=11&type=chunk) - Raised **$13.8 million** in net proceeds through its at-the-market offering program to fund growth initiatives and fulfill customer orders[11](index=11&type=chunk) [Financial Statements](index=5&type=section&id=Financial%20Statements) [Balance Sheets](index=5&type=section&id=Balance%20Sheets) As of March 31, 2025, the company's balance sheet significantly strengthened, with cash and cash equivalents increasing from **$1.4 million to $10.1 million**, converting a stockholders' deficit into **$9.5 million** equity while total liabilities decreased Balance Sheet Summary (in thousands) | Account | March 31, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $10,085 | $1,353 | | **Total current assets** | $11,885 | $2,912 | | **Total Assets** | $13,377 | $3,795 | | **Total Liabilities** | $3,881 | $4,872 | | **Total stockholders' equity (deficit)** | $9,496 | $(1,077) | [Statements of Operations](index=6&type=section&id=Statements%20of%20Operations) For Q1 2025, Energous reported revenue of **$343,000**, achieved a gross profit of **$93,000**, significantly reduced operating expenses to **$3.7 million**, and improved net loss to **$3.4 million** or **$0.12 per share** Statement of Operations Summary (in thousands, except per share data) | Account | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Revenue** | $343 | $64 | | **Gross profit (loss)** | $93 | $(45) | | **Total operating expenses** | $3,704 | $6,620 | | **Loss from operations** | $(3,611) | $(6,665) | | **Net loss** | $(3,366) | $(6,599) | | **Basic and diluted net loss per share** | $(0.12) | $(1.11) | [Reconciliation of Non-GAAP Information](index=7&type=section&id=Reconciliation%20of%20Non-GAAP%20Information) The company provides non-GAAP financial measures to clarify operational performance by excluding specific items, reporting an adjusted non-GAAP net loss of **$2.5 million** and non-GAAP operating expenses of **$2.5 million** for Q1 2025 - Non-GAAP measures are used to supplement GAAP results and exclude items such as depreciation, stock-based compensation, severance, change in fair value of warrant liability, and expenses from abandoned financing transactions[10](index=10&type=chunk)[13](index=13&type=chunk) GAAP to Non-GAAP Net Loss Reconciliation (in thousands) | Description | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Net loss (GAAP)** | $(3,366) | $(6,599) | | Total Adjustments | $900 | $1,967 | | **Adjusted net non-GAAP loss** | **$(2,466)** | **$(4,632)** | GAAP to Non-GAAP Operating Expenses Reconciliation (in thousands) | Description | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Total operating expenses (GAAP)** | $3,704 | $6,620 | | Total Adjustments | $(1,167) | $(1,885) | | **Adjusted non-GAAP operating expenses** | **$2,537** | **$4,735** |