WATT 10-K & 10-Q changes, risk factors and insider trading

We have noa limited history of generating meaningful product revenue, and we may never achieve or maintain profitability.

We willmay need additional financingsfinancing to achieve our long-term business plans, and there is no guarantee that it will be available on acceptable terms, or at all.

We may not have sufficient funds to fully implement our long-term business plans. We will need to raise additional capital through new financings, even if we begin to generate meaningful commercial revenue. For example, new product development for business partners may require considerable expense in advance of any substantial revenue being earned for such products. Such financings could include equity financing, which may be dilutive to our current stockholders, and debt financing, which could restrict our operations and ability to borrow from other sources. In addition, such securities may contain rights, preferences or privileges senior to those of current stockholders. As a result of current macroeconomic conditions and general global economic uncertainty (including as a result of, among other things, regional conflicts around the world, increases in inflation,inflation and tariffs, fluctuating interest rates, disruptions to global supply chains, recent turmoil in the global banking sector, volatile global financial markets, the potential for government shutdowns and uncertainty regarding the federal budget and debt ceiling), political change, labor market shortages and other factors, we do not know whether additional capital will be available when needed, or that, if available, we will be able to obtain additional capital on reasonable terms. If we are unable to raise additional capital due to the volatile global financial markets, recent turmoil in the global banking sector, general economic uncertainty or any other factor, we may be required to curtail development of our technology or reduce operations as a result, or to sell or dispose of assets. Any inability to maintain or raise adequate funds on commercially reasonable terms or at all could have a material adverse effect on our business, results of operations and financial condition, including the possibility that a lack of funds could cause our business to fail and liquidate with little or no return to investors.

As of December 31, 2024,2025, we had no commercial short-term loans outstanding. Our only short-term indebtedness outstandingrelates ofto approximatelyfinanced $0.8insurance million with a maturity date of July 17, 2025.premiums. The use of indebtedness to finance our operations could reduce our liquidity and could cause us to place more reliance on cash generated from operations to pay principal and interest on our debt, thereby reducing the availability of our cash flow for working capital and capital expenditure needs or to pursue other potential strategic plans.

Furthermore, if we are unable to meet our debt service obligations or should we fail to comply with any financial and other negative covenants contained in the agreements governing the indebtedness, we may be required to refinance all or part of our debt, sell important strategic assets at unfavorable prices, incur additional indebtedness or issue common stock or other equity securities. We may not be able to, at any given time, refinance our debt, sell assets, incur additional indebtedness or issue equity securities on terms acceptable to us, in amounts sufficient to meet our needs. Our inability to service our obligations or refinance future debt could have a material and adverse effect on our business, financial condition or operating results. In addition, future debt obligations may limit our ability to make required investments in capacity, technology, or other areas of our business, which could have a material adverse effect on our business, financial condition, or operating results.

Inflation has adversely affected our liquidity, business, financial condition and results of operations by increasing our overall cost structure and may continue to do so in the future. The U.S. capital markets have experienced and continue to experience extreme volatility and disruption. Inflation rates in the U.S. have increased significantly in recent years resulting in federal action to increase interest rates, adversely affecting capital markets activity. We expect certain inflationary elements to ease, with a moderate increase in other areas in 2025.2026. However, the existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, shipping costs, supply shortages, increased costs of labor, labor shortages, weakening exchange rates and other similar effects. As a result of inflation, we have and may continue to experience cost increases, including increases in our supply chain costs. Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected. Even if such measures are effective, any positive impact on our results of operations could be delayed and not immediately apparent. Additionally, because we purchase component parts from our suppliers, we may be adversely impacted by their inability to adequately mitigate inflationary, industry, or economic pressures. Similarly, inflationary pressures may also negatively impact consumercustomer purchasing power, which could result in reduced demand for our products.

We have developed commercial products, as well as working prototypes, that utilize our technology. Additional features and performance specifications we seek to include in our technology have not yet been developed. For example, some customer applications may require specific combinations of cost, footprint, efficiencies and capabilities at various frequencies, charging power levels and distances. We believe our research and development efforts will yield additional functionality and capabilities for our products over time. However, there can be no assurance that we will be successful in achieving any of the features we are targeting, and our any inability to do so may limit the appeal of our technology to consumers.customers.

Our technology must satisfy customer expectations and be suitable for use in consumercustomer applications. Any delays in developing our technology that arise, as a result of the factors described herein or otherwise, could aggravate our exposure to the risk of having inadequate capital to fund the research and development needed to complete development of our products. Technical problems leading to delays, for example, would cause us to incur additional expenses that would increase our operating losses. If we experience significant delays in developing our technology and products based on it for use in potential commercial applications, particularly after incurring significant expenditures, our business may fail, and you could lose all or part of the value of your investment in our stock.

In addition, we have made and will continue to make significant investments in the research and development of new and existing technologies and products. Investments in new technologies and enhancements to our existing technologies are speculative and technological feasibility may not be achieved. Commercial success depends on many factors including demand for innovative technology, availability of materials and equipment, a selling price the market is willing to bear, competition and effective licensing or product sales. We may not achieve significant revenue from certain of our product investments for a number of years, if at all. Moreover, new technologies and products may not be profitable, and even if they are profitable, operating margins for new products may not be as high as the margins we originally anticipated. If we fail to develop practical and economical commercial products based on our technology,technology or are unable to achieve profitability in commercializing those products, our business may fail and you could lose all or part of the value of your investment in our stock.

We may successfully complete the technical development of our products,products but still fail to develop a commercially successful product. Market acceptance of an RF-based charging system as a preferred method for charging electronic devices will be crucial to our success. The following factors, among others, may affect the level of market acceptance of RF-based charging systems and our products:

Despite our quality assurance testing, our technology may contain undetected defects or errors that may affect the proper use of our products or the products of our licensing partners which incorporate them. Because our products are embedded in other end-use products and rely on stable transmissions, the performance of our products could unintentionally jeopardize the performance of our licensing partners’ products. Defects or errors in our technology may discourage existing and future partners from using our technology to develop a range of commercial products. These defects or errors could also result in product liability, service level agreement claims or warranty claims. Any such defects, errors, or unintended performance problems in our products, and any inability to meet the expectations of our licensing partners or retail consumerscustomers in a timely manner, could adversely impact our sales and result in loss of revenue or market share, failure to achieve market acceptance, diversion of development resources, injury to our reputation, increased insurance costs and increased service costs, any of which could materially harm our business.

As products incorporating our technology are launched commercially, we may experience seasonality or other unevenness in our financial results indue consumer markets or ato long and variable sales cyclecycles in enterprise markets.

When used in the field, our technology may not perform as expected based on performance under controlled laboratory conditions. For example, in the case of distance charging, a laboratory configuration of transmission obstructions will be arranged for testing, but in consumerenterprise use receivers may be obstructed in many different and unpredictable ways. These conditions may significantly diminish the power received atby the receiver or the effective range of the transmitter. The failure of products using our technology to meet the expectations of users in the field could harm our business.

Our industry is highly competitive and subject to intense competition and rapid technological change, whichand may result in technology that is more advanced or superior to ours. Ifif we do not keep pace with changesevolving inenterprise, the marketplaceindustrial, and thecommercial directioncustomer ofrequirements, technologicalour innovationtechnology, platform, and customersolutions demands, our technology and products maycould become less usefulcompetitive or obsoleteobsolete, which could adversely affect our business and our operating results will suffer.results.

Our products are designed to operate in unlicensed RF spectrum, which is used by a wide range of consumerenterprise devicesambient andIoT is becoming increasingly crowded.applications. If such spectrum usage continues to increase through the proliferation of consumer electronics and products competitive with our products, the resultant higher levels of noise in the bands of operation our products use could decrease the effectiveness of our products, which could adversely affect our ability to sell our products, including as a result of reduced sales of our licensing partners’ products. Our business could be further harmed if currently unlicensed RF spectrum becomes licensed in the United States or elsewhere. We and our licensing partners that use our products in manufacturing their own may be unable to obtain licenses for RF spectrum. Even if the unlicensed spectrum remains unlicensed, existing and new governmental regulations may require we make changes in our products. The operation of our products in the United States or elsewhere in a manner not in compliance with local law could result in fines, operational disruption, or harm to our reputation.

We rely on a relatively small number of customers for a significant portion of our revenue. Our top two customerscustomer represented approximately 76%85% of our revenue for the year ended December 31, 2024.2025. It is possible that we will continue to derive a significant portion of our revenue from a concentrated group of customers in the future. If, among other things, a major customer fails to pay us or reduces their order volume, our revenue would be impacted and our operating results and financial condition could be materially harmed. Additionally, if we were to lose any material customer or our customers were to consolidate or merge with other companies, we may not be able to maintain product sales at similar volume or pricing levels and such loss or reduced sales volume or pricing could have a material adverse effect on our business, cash flows and results of operations.

Our strategy is to deploy our technology into the market by licensing patentpatents and other proprietary rights to third parties and customers. Disputes with our licensees may arise regarding the scope and content of these licenses. Further, our ability to expand into additional fields with our technologies may be restricted by existing licenses or licenses we may grant to third parties in the future.

Our business exposes us to potential liability risks that are inherent in the marketing and sale of products used by consumers.our customers. We may be held liable if our technology causes injury or death or is found otherwise unsuitable. While we believe our technology is safe, users could allege and possibly prove defects (some of which could be alleged or proved to cause harm to users or others) because we design our technology to perform complex functions involving RF energy in close proximity to users. A product liability claim, regardless of its merit or eventual outcome, could result in significant legal defense costs and reduced demand for our products. The coverage limits of the insurance policies we may choose to purchase to cover related risks may not be adequate to cover future claims. If sales of products incorporating our technology increase or we suffer future product liability claims, we may be unable to maintain product liability insurance in the future at satisfactory rates or with adequate amounts. A product liability claim, any product recalls or excessive warranty claims, whether arising from defects in design or manufacture or otherwise, could negatively affect our sales or require a change in the design or manufacturing process, any of which could harm our reputation, harm our relationship with licensors of our products, result in a decline in revenue and harm our business.

The ability of our products to operate effectively can be negatively impacted by many different elements unrelated to our products. Although certain technical problems experienced by consumerscustomers of the products incorporating our products may not be caused by our products, users may perceive them to be the underlying cause of poor performance of the wireless network. This perception, even if incorrect, could harm our business.

Our charging technology involves power transmission using RF energy, which is subject to regulation by the FCC in the United States and by comparable regulatory agencies worldwide. It may also be subject to regulation by other agencies. Regulatory concerns include whether human exposure to RF emissions falls below specified thresholds. Higher levels of exposure require separate approval. For example, transmitting more power over a certain distance or transmitting power over a greater distance may require separate regulatory approvals. In addition, we design our technology to operate in aan RF band that is also used for Wi-Fi routers and other wireless consumer electronics, and we also design it to operate at different frequenciesfrequencies, as demanded for some customer applications. Applications at different frequencies may require separate regulatory approvals. Efforts to obtain regulatory approval for devices using our technology are costly and time consuming, and there can be no assurance that requisite regulatory approvals will be obtained. If approvals are not obtained in a timely and cost-efficient manner, our business and operating results could be materially adversely affected. In addition, legal or regulatory developments could impose additional restrictions or costs on us that could require us to redesign our technology or future products, or that are difficult or impracticable to comply with, all of which would adversely affect our revenues and financial results.

To improve productivity and accelerate our development efforts while we build out our own engineering team, we use experienced consultants to assist in selected development projects. We take steps to monitor and regulate the performance of these independent third parties. However, arrangements with third party service providers may make our operations vulnerable if these consultants fail to satisfy their obligations to us as a result of their performance, changes in their own operations, financial condition, or other matters outside of our control. Effective management of our consultants is important to our business and strategy. The failureFailure of our consultants to perform as anticipated could result in substantial costs, divert management’s attention from other strategic activities, or create other operational or financial problems for us. Terminating or transitioning arrangements with key consultants could result in additional costs and a risk of operational delays, potential errors and possible control issues as a result of the termination or during the transition.

We qualify as a “smaller reporting company” and are therefore not required to file an auditor attestation report. If we experience a material weakness in our internal controls, we may fail to detect errors in our financial accounting, which may require a financial statement restatement or otherwise harm our operating results, cause us to fail to meet our SEC reporting obligations or listing requirements of The Nasdaq Stock Market,Market LLC (“Nasdaq”), adversely affect our reputation, cause our stock price to decline or result in inaccurate financial reporting or material misstatements in our annual or interim financial statements. Further, if there are material weaknesses or failures in our ability to meet any of the requirements related to the maintenance and reporting of our internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and that could cause the price of our common stock to decline. We could become subject to investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional management attention and financial resources which could adversely affect our business.

As of December 31, 2024,2025, we had Federal and State net operating loss (“NOL”) carryforwards of approximately $ 320.2$340.0 million and $294.9$304.5 million, respectively. Under the Internal Revenue Code of 1986, as amended, NOLs arising in tax years ending on or before December 31, 2017 can generally be carried forward to offset future taxable income for a period of 20 years, and NOLs arising in tax years ending after December 31, 2017 can generally be carried forward indefinitely. Our ability to use our NOLs will be dependent on our ability to generate taxable income, and the NOLs that arose in tax years ending on or before December 31, 2017 could expire before we generate sufficient taxable income to take advantage of the NOLs. As of December 31, 2024,2025, based on our history of operating losses it is possible that a portion of our NOLs will not be fully realizable.

We account for our outstanding warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. Such guidance provides that, because some of our warrants dodid not meet the criteria for equity treatment thereunder, each warrant must bewas recorded as a liability. Accordingly, we classifyclassified each warrant as a liability at its fair value. This liability iswas subject to re-measurement at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations. With each such remeasurement, the warrant liability iswas adjusted to fair value, with the change in fair value recognized in our statement of operations and therefore our reported earnings. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuatefluctuated quarterly based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognizerecognized non-cash gains or losses on the warrants each reporting period and that the amount of such gains or losses could be material. The impactAs of changesDecember in31, fair2025, valuewe ondid earnings maynot have anany adversewarrants effectoutstanding onclassified theas marketa price of our common stock.liability.

Our business generally depends on the overall demand for our technology and on the economic health of our current and prospective customers and retail consumers generally.customers. In addition, the purchase of our products is often discretionary and may involve a significant commitment of capital and other resources. Weak global and regional macroeconomic conditions, including labor shortages, supply chain and transportation disruptions, rising interest rates and inflation, low spending environments, geopolitical instability, warfare and uncertainty, tariffs, trade protectionism or other barriers to trade, weak economic conditions in certain regions or a reduction in technology spending regardless of macroeconomic conditions, including as a result of the ongoing conflict between Russia and the Ukraine and the global response thereto, could adversely affect our business, operating results, and financial condition, including resulting in longer sales cycles, a negative impact on our ability to attract and retain new customers or expand our platform or sell additional products to our existing customers, lower prices for our products, higher default rates among our current suppliers and customers and reduced sales to new or existing customers.

We have developed a scalable, over-the-air WPN technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems to enable RF-based charging for ambient IoT devices.devices, transforming supply chain capabilities from limited tracking to overall business intelligence. Our WPN technology provides a comprehensive suiteconsists of capabilitiestransmitter systems, receiver integrated circuits, and supporting software designed to power the next generation of wireless energy networks, seamlessly deliveringdeliver power and data across diverse,to battery-free deviceIoT ecosystems.devices Thisacross innovationa enhancesrange operationalof visibility,operating control,distances and intelligentpower businesslevels. automation.These capabilities support applications that require continuous operation without wired power connections or periodic battery replacement.

OurWith a patent portfolio exceeding 300 patents, our solutions support both near-field and at-a-distance wireless charging, supplying power at multiple levels across varying distances. By enabling continuous wireless power transmission, our transmittertransmission and include advanced receiver technologiestechnology facilitatedesigned thefor use of battery-free IoT devices, transforming asset and inventory tracking across multiple industries.device Keycategories. applicationsApplications include retail sensors, electronic shelf labels,ESLs, 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 battery-free receiver solutions, including prototypes and partner production designs.products. Our transmitters vary in form factor,factors, power specifications, and operating frequencies, whileand our receivers are engineereddesigned to support a wide range of wireless charging applications across multiplepower-enabled device categories.applications, including:

The first WPN-enabled end product featuring our technology entered the market in 2019. In the fourth quarter of 2021, we commenced shipments of our first at-a-distance wireless PowerBridge transmitter systems for commercial IoT applications and proof-of-concept deployments. In the second quarter of 2025, we introduced the battery-free e-Sense tag and the e-Compass cloud-based software platform, which together supported the first end-to-end wireless power-enabled IoT device monitoring and management solution. As we continue to innovate our technology applications, we anticipate the release of additional wireless power-enabled products.

Uncertainty in the global economy presents significant risks to our business. We are subject to continuingongoing exposure relatingrelated to the current macroeconomic environment, including inflation andinflation, rising interest rates, geopolitical factors,factors includingsuch as the ongoing conflict between Russia and UkraineUkraine, tensions between the United States and China as well as China and Taiwan, conflicts in the Middle East and the responses theretoEast, and supply chain disruptions. WeThese areconditions closelymay monitoringaffect the impact of these factors on allvarious aspects of our business, including their impact on our operations, financial position, cash flows,flow, inventory,inventory management, supply chains, global regulatory approvals, purchasing trends, customer payments,payment patterns, and the broader industry inenvironment, general,as inwell addition to the impact onas our employees.

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. 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 amounts of revenue and 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 itsour 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 quarter 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 uncertainuncertain, and actual results could differ materially from those estimates.

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.proceeds received.

We record a majority of our revenue based on the shipment of products that we sell. Generally, there is a five-day return policy on our shipment of products. Additionally, we record revenue associated with product development projects that we enter into with certain customers. In general, these 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.

Cost of revenue consists of direct materials, direct labor and overhead for our production-level wireless charging systems. Research and development expenses include costs associated with our efforts to develop our technology, including personnel compensation, consulting, engineering supplies and components, intellectual property costs, regulatory expense and general office expenses specifically related to the research and development department. Sales and marketing expenses include costs associated with selling and marketing our technology to our customers, including personnel compensation, public relations, graphic design, tradeshow, engineering supplies utilized by the sales team and general office expenses specifically related to the salesales 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.

ForComparison of the Years Ended December 31, 20242025 and 20232024

Operating expenses and Loss from Operations. Operating expenses are made up of research and development, sales and marketing, general and administrative, severance expense, and severanceexpenses expense.from Lossan abandoned financing transaction. The loss from operations was $18.4$10.0 million and $22.1$18.4 million, respectively, for 20242025 and 2023.2024.

Research and development costs for 20242025 and 20232024 were $8.3$4.1 million and $10.8$7.7 million, respectively. The decrease of $2.5$3.6 million is primarily due to a $1.7$2.0 million decrease in employeeemployee-related compensation,costs, consisting primarily of aan $1.3approximately $1.9 million decrease in personnel-related expenses and a $0.4$0.2 million decrease in stock-based compensation, a $0.2$1.3 million decrease in legalengineering feesprototype pertainingrelated toexpenses, patents,supplies, and software costs, and a $0.2 million decrease in software and maintenance costs, a $0.1 million decrease in test development costs, a $0.1 million decrease in consulting and third-party expenses and a $0.1 million decrease in travel and miscellaneous office expenses.

Sales and marketing costs for 20242025 and 20232024 were $3.1$2.4 million and $3.9$3.1 million, respectively. The decrease of $0.8$0.7 million is primarily due to a $0.8$0.5 million decrease in employeeconsulting, compensation,public consistingrelations, ofand recruiting fees, a $0.7$0.1 million decrease in personnel-relatedmarketing expensesand duetradeshow to a lower headcount within the departmentexpenses, and a $0.1 million decrease in stock-based compensation, a $0.1 million decrease in tradeshow expensetrademark and apromotional $0.1 million decrease in software, travel and miscellaneous office expenses, partially offset by a $0.2 million increase in consulting, third-party and public relations fees.expenses.

General and administrative costs for 20242025 and 20232024 were $5.7$4.5 million and $7.3$6.3 million, respectively. The decrease of $1.6$1.8 million is primarily due to a $0.5$0.6 million decrease in stock-based compensation, a $0.5 million decrease in consulting and third-party servicelegal fees, a $0.4 million decrease in insurancecorporate premiums,expenses primarily related to stock registration and annual meeting fees, a $0.3 million decrease in consulting, investor relations fees, a $0.2 million decrease in accountingoffice andrent, auditinga fees,$0.2 million decrease in insurance premiums, a $0.1 million decrease in legal fees,supplies, a $0.1 million decrease in computerrecruiting software and support, a $0.1 million decrease in annual meeting costscosts, and a $0.1 million decrease in travelstock-based and miscellaneous office expenses,compensation, partially offset by a $0.3 million increase in stockpayroll registrationcosts expenseaccrued as a result of key milestones achieved during 2025 under the 2025 Bonus Plan and ahigher $0.1employee millionbenefit increase in public relations and investor relations expenses.costs.

Severance expense for 20242025 and 20232024 was $1.4$0.4 million and $0.4$1.4 million, respectively. TheSeverance increaseexpense ofduring $1.02025 millionwas isrelated to separations with certain non-executive employees. Severance expense during 2024 was primarily due to the departure of theour former CEOCEO, duringrepresenting 2024 for whichapproximately $1.2 million in severance expense was recorded, partially offset by $0.3 million inrecorded severance expense recorded during 2023 due to the departure of the former CFO.expense.

Other income resulting from the change in fair value of the warrant liability was approximately $0.3 million duringin both 2024 and $2.5 million during 2023.2025. The changes for both periods were due to a lower market value of our common stock. As of December 31, 2025, the 2023 Warrants were fully exercised, eliminating the related warrant liability.

Net Loss. As a result of the factors described above, the net loss for 20242025 was $18.4$9.6 million, compared to $19.4$18.4 million for 2023.2024.

During 20242025 and 2023,2024, we recorded revenue of $0.8$5.6 million and $0.5$0.8 million, respectively. We incurred a net loss of $18.4$9.6 million and $19.4$18.4 million for 20242025 and 2023,2024, respectively. Net cash used in operating activities was $17.6$12.4 million and $19.2$17.6 million for 20242025 and 2023,2024, respectively. As of December 31, 2024,2025, we had cash on hand of $1.4$10.4 million. We are currently meeting our liquidity requirements through the collection of accounts receivable and net proceeds of securities offerings inthrough the at-the-market (ATM) offerings that raised net proceeds of $3.2 million during 2024 and $13.4 million during 2025 through February 25, 2025, as well as through a short-term loan on which we have a payable balance due of approximately $0.8 million as of December 31, 2024.Program. As of FebruaryMarch 25,23, 2025, the Company had $11.7 million in2026, cash on hand.hand was $39.4 million.

Based on current operating levels and furthercontinuation of cost reduction efforts implemented in the first quarter ofduring 2025, we believe we have sufficient cash on hand to fund the next 12 months of operations.

During 2024, cash flows used in operating activities were $17.6 million, consisting of a net loss of $18.4 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $1.1 million (principally stock-based compensation of $0.8 million, depreciation and amortization expense of $0.2 million, loss on extinguishment of short-term debt of $0.2 million, issuance of common stock to consultant of $0.1 million and accrued interest of $0.1 million, partially offset by change in fair value of warrant liability of $0.3 million), a $0.5 million decrease in operating lease liabilities, a $0.2 million decrease in accrued expenses, a $0.1 million decrease in accrued severance expense and a $0.1 million increase in inventory, partially offset by $0.7 million decrease in operating lease right-of-use assets. During 2023, cash flows used in operating activities were $19.3 million, consisting of a net loss of $19.4 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $0.1 million (principally stock-based compensation of $1.7 million, issuance costs allocated to warrant liability of $0.6 million, depreciation and amortization expense of $0.2 million and inventory net realizable adjustment of $0.2 million, partially offset by a decrease in fair value of the warrant liability of $2.5 million), a $0.7 million decrease in operating lease liabilities, a $0.5 million decrease in accrued expenses, a $0.5 million increase in inventory and a $0.3 million decrease in accrued severance, partially offset by a $1.0 million increase in accounts payable, a $0.7 decrease in operating lease right-of-use assets, a $0.3 million increase in prepaid expenses and other current assets and a $0.1 million decrease in accounts receivable.

Investing Activities - During 2024both 2025 and 2023,2024, cash flows used in investing activities were $0.1 million and $0.2 million, respectively.million. The cash used in 20242025 and 20232024 was for the purchases of testing hardware and computer equipment.

Financing Activities - During 2025, cash flows provided by financing activities were $21.6 million, which primarily consisted of $18.4 million in net proceeds from the sale of shares of our common stock under the ATM Program, $4.0 million in net proceeds from the sale of stock 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 $0.3 million in repayments of financed insurance. During 2024, cash flows provided by financing activities were $5.1 million, which primarily consisted of $3.2 million in net proceeds from the sale of shares of our common stock under the ATM Program, $1.8 million in net proceeds from a registered direct offering that included the sale of common stock, pre-funded warrants and warrants and net borrowings of $0.8 million from a short-term loan, partially offset by $0.3 million in repayments of financed insurance and $0.3 million in repayments of a short-term loan. During 2023, cash flows provided by financing activities were $7.1 million, which consisted of $4.2 million in net proceeds from the sale of shares of our common stock under our prior at-the-market offering program, $2.7 million in net proceeds from the issuance and sale of common stock and warrants, $0.1 million in proceeds from a direct sale of common stock to the former Chief Executive Officer and $0.1 million in proceeds from the ESPP.

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, strategiesstrategies, 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; the impacts of tariffs and other geopolitical conflicts; 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 developmentsdevelopments, or otherwise.

We havepioneered developedthe development of scalable, over-the-air WPN technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems to enable RF-based charging for ambient IoT devices, transforming supply chain capabilities from limited tracking to overall business intelligence. Our WPN technology consists of transmitter systems, receiver integrated circuits, and supporting software designed to deliver power and data to battery-free IoT devices across a range of operating distances and power levels. These capabilities support applications that require continuous operation without wired power connections or periodic battery replacement.

Uncertainty in the global economy presents significant risks to our business. We are subject to ongoing exposure related to the current macroeconomic environment, including inflation, rising interest rates, geopolitical factors such as the ongoing conflict between Russia and Ukraine, tensions between the United States and China as well as China and Taiwan, conflicts in the Middle East, and supply chain disruptions. These conditions may affect various aspects of our business, including our operations, financial position, cash flow,flows, inventory management, supply chains, global regulatory approvals, purchasing trends, customer payment patterns, and the broader industry environment, as well as our employees.

Cost of revenue consists of direct materials, direct laborlabor, 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 expenseexpenses, 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 teamteam, 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.

Comparison of Three Months Ended MarchJune 31,30, 2026 and 2025

Revenue. During the three months ended MarchJune 31,30, 2026 and 2025, we recorded revenue of $3.1 million and $0.3$1.0 million, respectively. The 799%217% period-over-period increase is primarily due to theaccelerated expansionU.S. ofand commercialEuropean deploymentsdemand withfrom multinational enterprise retailers, including twoa Fortune 10 companies, deploying our WPNe-commerce technology incustomer connectionduring withthe theirsecond infrastructurequarter modernizationof initiatives2026. asAdditionally, well asa large scale proof-of-conceptproof deploymentsof concept (“POC”) deployment with enterprisea customersU.S. government sector customer ramped up during the three months ended June 30, 2026. Additional incremental revenue generated during the second quarter 2026 was comprised of multiple POC’s, referred through the Company’s participation in the Amazon Web Services (“AWS”) Partner Network and other channel partners.partners, for both our standard PowerBridge Pro WPN solutions and our End-to-End solution.

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 administrativeadministrative, and severance expenses. Loss from operations for the three months ended MarchJune 31,30, 2026 and 2025 was $1.8$3.2 million and $3.6$2.8 million, respectively.

Research and development (“R&D”) costs were $1.0$1.1 million andfor $1.2 million, respectively, forboth the three months ended MarchJune 31,30, 2026 and 2025. The decreaseslight of $0.2 millionincrease is primarily due to ahigher $0.1product million decrease in third party servicesdevelopment and aengineering $0.1 million decrease in payrollmaterial costs.

Sales and marketing costs were $0.6 million and $0.7 million for both the three months ended MarchJune 31,30, 2026 and 2025 were $0.5 million and $0.6 million,2025, respectively. The decrease of approximately $0.1 million is primarily due to a $0.1 million decrease in consultingcompensation fees.from a lower bonus accrual and decreased stock-based compensation.

General and administrative costs for the three months ended MarchJune 31,30, 2026 and 2025 were $1.4$1.5 million and $0.9$1.3 million, respectively. The increase of $0.5approximately $0.2 million was primarily due to $0.1an million increase in compensation from the achievement of 2026 Bonus Plan metrics, a $0.3 million increase in legal fees, and aapproximately $0.1 million increase in stock registration and transferannual expenses,meeting partiallyexpenses offset byand a $0.1 million decreaseincrease in officeinvestor rentrelations and facility expenses.fees.

Severance expense was approximately $69,000 and $23,000 for the three months ended MarchJune 31,30, 20252026 ofand $0.42025, millionrespectively, related to the separation with certainof non-executive employees. There was no such expense for the three months ended March 31, 2026.

Expenses from the abandoned financing transaction waswere $0.7approximately million$5,000 for the three months ended MarchJune 31,30, 2025, primarily attributable to our decision not to pursue the convertible preferred equity offering under Regulation A. This decision was made because we were able to secure less dilutive financing through our ATM Program at a lower cost of capital. There was no such expense for the three months ended MarchJune 31,30, 2026.

Other Income,Income (expense), net:

Net interest income (expense) for the three months ended MarchJune 31,30, 2026 was $0.2$0.3 million from interest earned in our money market account. Net interest expense for the three months ended MarchJune 31,30, 2025 was approximately $22,000$7,000 from short-term loan interest expense of $187,000,$96,000, partially offset by interest income of $165,000$89,000 earned in our money market account.

Net Loss. As a result of the above, net loss for the three months ended MarchJune 31,30, 2026 was $1.7$2.9 million as compared to $3.4$2.8 million for the three months ended MarchJune 31,30, 2025.2025, primarily driven by the short-term negative impact of gross margins during the second quarter of 2026.

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 anticipate that 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.

Our revenue consists of itsrevenue from our single segment of wireless charging system solutions. The wireless charging system revenue consists of revenue from product development projects and production-level systems.systems, including hardware and software.

During the three months ended MarchJune 31,30, 2026, 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, 2025.

During the threesix months ended MarchJune 31,30, 2026 and 2025, we recorded revenue of $3.1$6.2 million and $0.3$1.3 million, respectively. We incurred a net loss of $1.7$4.6 million and $3.4$6.2 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Net cash used in operating activities was $5.6$10.9 million and $4.7$7.5 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

As of MarchJune 31,30, 2026, we had cash on hand of $36.6$31.2 million. Based upon our cash on hand as of MarchJune 31,30, 2026 and anticipated collection of accounts receivable, we are currently meeting our liquidity requirements.requirements, and we anticipate that 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.

In accordance with ASC 205-40, Presentation of Financial Statements—Going Concern, management has evaluated whether conditions or events, considered in the aggregate, raise questions about our ability to continue as a going concern within one year after the date the financial statements are issued. Based on current operating levels and existing cash balances, management believes that we have sufficient liquidity to fund operations for at least the next twelve months As we gain traction in the market with our new technology and continuescontinue 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, as adoption of this emerging technology by enterprise customers may take longer than expected. Accordingly, we 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 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 itsour on-going operations and strategic plans.

The market for products using our technology is broad and evolving, so our success is dependent upon many factors, including customer acceptance of itsour existing products, technical feasibility of future products, regulatory approvals, the development of complementary technologies, competition and global market fluctuations.

Operating Activities - During the threesix months ended MarchJune 31,30, 2026, cash flows used in operating activities were $5.6$10.9 million, consisting of a net loss of $1.7$4.6 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $0.1$0.2 million (principally stock-based compensation of $50,000$112,000 and depreciation and amortization of $34,000$76,000), a $2.7$6.1 million increase in prepaid expenses and other current assets, a $1.3$1.0 million increase in inventory, a $0.3 million decrease in accrued expenses, a $0.2$0.3 million increase in accounts receivable, a $0.1$0.2 million decrease in operating lease liabilities,liabilities and a $0.1 million increase in other assets and a $47,000 decrease in accounts payable,assets, partially offset by a $0.3$1.3 million decreaseincrease in inventory,accounts payable and a $0.1$0.2 million decrease in right-of-use lease assets and a $0.1 million increase in deferred revenue.assets.

During the threesix months ended MarchJune 31,30, 2025, cash flows used in operating activities were $4.7$7.5 million, consisting of a net loss of $3.4$6.2 million, plusless adjustments to reconcile net loss to net cash used in operating activities aggregating $0.1 million (principally change in fair value of warrant liability of $0.3 million, partially offset by stock-based compensation of $0.1$0.2 million and depreciation and amortization and amortization of short-term loan fees totaling approximately $0.1 million, partially offset by a change in fair value of warrant liability of $0.3 million), a $0.6$1.1 million decrease in accounts payable, a $0.5 million decrease in accrued expenses, a $0.2$0.6 million increase in accounts receivable, a $0.2$0.3 million decrease in operating lease liabilities and a $0.1$0.2 million increase in inventory, partially offset by a $0.3$0.4 million decrease in operating lease right-of-use assets,assets and a $0.1$0.3 million decrease in prepaid expenses and other current assets and a $0.1 million increase in accrued severance.assets.

Investing Activities - During the threesix months ended MarchJune 31,30, 2026 and 2025, cash flows used in investing activities were $38,000$0.3 million and $21,000,$37,000, respectively. ACash smallused amountin investing activities during both periods primarily related to purchases of hardware and equipment was purchased during each period.equipment.

Financing Activities - During the threesix months ended MarchJune 31,30, 2026, cash flows provided by financing activities were $31.8$31.9 million, which primarily consisted of $31.9$31.8 million in net proceeds from the sale of shares of our common stock under the ATM Program,Program and $0.2 million received from exercises of warrants, partially offset by $0.1 million in repayments of financed insurance.

During the threesix months ended MarchJune 31,30, 2025, cash flows provided by financing activities were $13.4$14.9 million, which primarily consisted of $13.8$15.8 million in net proceeds from the sale of shares of our common stock under the ATM Program, partially offset by $0.3$0.8 million in repayments of a short-term loan and $0.1 million in repayments of financed insurance.

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”).

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 MarchJune 31,30, 2026, we did not sell any shares of common stock under the ATM Program. During the six months ended June 30, 2026, we sold 3,299,728 shares of our common stock under the ATM Program for net proceeds of approximately $31.9$31.8 million (net of commissions and other related offering expenses of approximately $1.0$1.1 million). As of MarchJune 31,30, 2026, approximately $31.7 million in shares of common stock remained available for issuance under the ATM Program, subject to availability of authorized shares.

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 was 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 2025 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. As of MarchJune 31,30, 2026, no 2025 Pre-Funded Warrants and 585,347 2025 Warrants were outstanding.

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. As of MarchJune 31,30, 2026, there were 18,848 of the Registered Direct Offering Placement Agent Warrants were still outstanding.

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 2023 Warrants and 2024 Warrants. The closing of the Concurrent Warrant Exercise Transaction occurred on September 11, 2025. As of MarchJune 31,30, 2026, the New Warrant Shares were still outstanding.

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. As of MarchJune 31,30, 2026, there were 1,538 of the Concurrent Warrant Exercise Transaction Placement Agent Warrants were still outstanding.