þ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

¨~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ☑ No ¨☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yesþ☑ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No þ☑

As of November ~~3, 2017,~~9, 2023, there were ~~22,213,689~~5,210,361 shares of our Common Stock, par value $0.00001 per share, outstanding.

The accompanying notes are an integral part of these condensed financial statements.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2017			2016			2017			2016			For the Three Months Ended September 30,						For the Nine Months Ended September 30,
													2023			2022			2023			2022
Revenue	$	250,000		$	1,003,973		$	1,124,874		$	1,322,155		$	168,708		$	223,201		$	382,517		$	672,133

Operating expenses:
Costs and expenses:
Cost of revenue														48,394			420,060			270,025			894,693
Research and development		8,743,434			7,944,465			25,788,621			23,080,918			2,460,123			2,885,830			8,418,779			9,622,886
Sales and marketing		1,141,852			736,751			3,924,617			2,189,995			774,141			1,093,640			3,074,163			3,865,322
General and administrative		3,116,337			2,450,778			9,560,651			7,266,843			1,698,380			1,931,386			5,763,811			5,983,845
Total operating expenses		13,001,623			11,131,994			39,273,889			32,537,756

Severance expense														269,109			–			359,419			633,444
Total costs and expenses														5,250,147			6,330,916			17,886,197			21,000,190
Loss from operations		(12,751,623	)		(10,128,021	)		(38,149,015	)		(31,215,601	)		(5,081,439	)		(6,107,715	)		(17,503,680	)		(20,328,057	)

Other income:
Loss on sales of property and equipment, net		-			-			(726	)		-
Other (expense) income:
Offering costs related to warrant liability														–			–			(591,670	)		–
Change in fair value of warrant liability														788,000			–			2,685,000			–
Interest income		3,375			2,958			9,343			9,441			178,845			142,840			648,083			192,715
Total		3,375			2,958			8,617			9,441

Total other income														966,845			142,840			2,741,413			192,715
Net loss	$	(12,748,248	)	$	(10,125,063	)	$	(38,140,398	)	$	(31,206,160	)	$	(4,114,594	)	$	(5,964,875	)	$	(14,762,267	)	$	(20,135,342	)

Basic and diluted loss per common share	$	(0.58	)	$	(0.57	)	$	(1.81	)	$	(1.83	)	$	(0.86	)	$	(1.54	)	$	(3.30	)	$	(5.21	)

Weighted average shares outstanding, basic and diluted		21,958,729			17,912,743			21,034,391			17,016,717			4,762,187			3,879,804			4,467,436			3,867,330

The accompanying notes are an integral part of these condensed financial statements.


	For the Nine Months Ended September 30,						For the Nine Months Ended September 30,
	2017			2016			2023			2022
Cash flows from operating activities:
Net loss	$	(38,140,398	)	$	(31,206,160	)	$	(14,762,267	)	$	(20,135,342	)
Adjustments to reconcile net loss to:
Net cash used in operating activities:
Depreciation and amortization		999,396			628,613			137,772			200,995
Stock based compensation		12,472,870			5,405,908			1,394,877			2,158,915
Amortization of prepaid rent from stock issuance to landlord		60,588			60,588
Loss on sales of propery and equipment, net		726			-
Changes in operating lease right-of-use assets								547,939			550,372
Inventory net realizable value adjustment								166,086			–
Bad debt expense								(12,500	)		30,000
Change in fair value of warrant liability								(2,685,000	)		–
Offering costs allocated to warrants								591,670			–
Changes in operating assets and liabilities:
Accounts receivable		(101,000	)		(625,000	)		35,655			10,282
Inventory								(259,881	)		(164,426	)
Prepaid expenses and other current assets		654,654			(484,284	)		(68,702	)		(230,368	)
Other assets		15,995			2,823
Accounts payable		(2,537,833	)		948,700			(131,824	)		(312,174	)
Accrued expenses		(209,179	)		717,002			(117,478	)		924
Accrued severance expense								(213,570	)		(395,405	)
Operating lease liabilities								(533,685	)		(594,703	)
Deferred revenue		(102,823	)		112,245			(5,386	)		42,477
Net cash used in operating activities		(26,887,004	)		(24,439,565	)		(15,916,294	)		(18,838,453	)

Cash flows used in investing activities:
Cash flows from investing activities:
Purchases of property and equipment		(517,947	)		(858,445	)		(97,242	)		(127,198	)
Proceeds from the sale of property and equipment		2,800			-
Net cash used in investing activities		(515,147	)		(858,445	)		(97,242	)		(127,198	)

Cash flows from financing activities:
Net proceeds for issuance of shares to a private investor		14,932,547			19,890,660
Proceeds from the exercise of stock options		738,552			270,716
Net proceeds from an ATM offering								3,557,549			–
Net proceeds from a sale of common stock and warrant issuance								2,677,191			–
Proceeds from contributions to employee stock purchase plan		696,274			533,005			70,162			249,705
Shares repurchased for tax withholdings on vesting of RSUs		-			(266,217	)
Shares repurchased for tax withholdings on vesting of PSUs		-			(46,463	)
Net cash provided by financing activities		16,367,373			20,381,701			6,304,902			249,705

Net decrease in cash and cash equivalents		(11,034,778	)		(4,916,309	)		(9,708,634	)		(18,715,946	)
Cash and cash equivalents - beginning		31,258,637			29,872,564			26,287,293			49,071,414
Cash and cash equivalents - ending	$	20,223,859		$	24,956,255		$	16,578,659		$	30,355,468

Supplemental disclosure of non-cash financing activities:
Supplemental disclosure of non-cash investing and financing activities:
Increase in operating lease right-of-use assets and operating lease liabilities							$	–		$	2,071,336
Common stock issued for RSUs	$	6		$	4		$	9		$	9
Common stock issued for PSUs	$	-		$	1

The accompanying notes are an integral part of these condensed financial statements.

Energous Corporation (the “Company”) was incorporated in Delaware on October 30, 2012. The Company has developed aits WattUp® wireless power technology, ~~called WattUp® that consists~~consisting of proprietary semiconductor chipsets, software controls, hardware designs and antennas, that ~~can enable RF-based wire-free~~enables radio frequency (“RF”) based charging for electronic ~~devices, providing power~~devices. The WattUp technology has a broad spectrum of capabilities, including near-field wireless charging and at-a-distance wireless charging at a distance and ultimately enabling charging with mobility under full software control. Pursuant to a Strategic Alliance Agreement with Dialog Semiconductor plc (“Dialog”), a related party (see Note 7 - Related Party Transactions), Dialog will manufacture and distribute integrated circuit products (“ICs”) incorporating the Company’s RF-based wire-free charging technology. Dialog will be the exclusive supplier of these ICs for the general market.various distances. The Company believes its proprietary WattUp technology ~~can potentially be utilized in a variety of~~is well suited for many applications, including building and home automation, electronic shelf labels, industrial IoT sensors, surface and implanted medical devices, ~~including~~tracking devices, hearables, wearables, ~~Internet of Things (“IoT”)~~consumer electronics and public safety applications. Potential future applications include smartphones, commercial and industrial robotics, as well as automotive solutions and other devices ~~smartphones, tablets, e-book readers, keyboards, mice, remote controls, rechargeable lights, cylindrical batteries and any other device~~ with ~~similar~~ charging requirements that would otherwise ~~need a~~require battery replacement or a ~~connection~~wired power connection.

On June 14, 2023, at the Company's 2023 annual meeting of stockholders, the Company's stockholders approved a proposal to effect a reverse stock split of the Company's common stock by a ratio not to exceed 1-for-20.

On August 15, 2023, the Company announced that its Board of Directors had determined to set the reverse stock split ratio at 1-for-20 and that the Company's common stock would begin trading at the split-adjusted price beginning August 16, 2023. Upon effectiveness of the reverse stock split, every twenty shares of issued and outstanding common stock held were converted into one share of common stock. No fractional shares were distributed as a result of the reverse stock split and stockholders were entitled to a ~~power outlet.~~cash payment in lieu of fractional shares. Additionally, the par value of the Company's common stock did not change.

The Company is using its WattUp technology to develop solutions that charge electronic devices by surrounding them with a contained three-dimensional radio frequency (“RF”) energy pocket (“RF energy pocket”). The Company is engineering solutions that are expected to enableAll information presented herein, unless otherwise indicated herein, reflects the ~~wire-free transmission~~1-for-20 reverse stock split of energy from multiple WattUp transmitters to multiple WattUp receiving devices within a range of up to fifteen (15) feet in radius or in a circular charging envelope of up to thirty (30) feet. The Company is also developing a transmitter technology to seamlessly mesh, much like a network of WiFi routers, to form a wire-free charging network that will allow users to charge their devices as they walk from room-to-room or throughout a large space. To date, the Company has developed multiple transmitter prototypes in various form factors and power capabilities. The Company has also developed multiple receiver prototypes supporting smartphone battery cases, toys, fitness trackers, Bluetooth headsets and tracking devices, as well as stand-alone receivers.

~~The market for products using~~ the Company’s ~~technology is nascent~~outstanding shares of common stock, and ~~unproven, so the Company’s success is sensitive~~unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth herein have been adjusted to ~~many factors, including technological feasibility, regulatory approval, customer acceptance, competition and global market fluctuations.~~give effect to such reverse stock split.

Research and development of new technologies is by its nature unpredictable. Although the Company ~~will undertake~~intends to continue its research and development ~~efforts with commercially reasonable diligence,~~activities, there can be no assurance that its available resources and revenue generated from its business operations will be ~~sufficient to enable it to develop and obtain regulatory approval of its technology to the extent needed to create future revenues~~ sufficient to sustain its operations. ~~The~~Accordingly, the Company expects to pursue additional cost and expense reductions in addition to financing, which could include ~~follow-on~~offerings of equity ~~offerings,~~or debt ~~financing, co-development~~securities, bank financings, commercial agreements with customers or strategic partners, and other alternatives, depending upon market conditions. ~~Should the Company choose to pursue additional financing, there~~There is no assurance that ~~it would~~such cost and expense reductions and financing will be ~~able to do so~~available on terms that ~~are favorable to~~ the Company would find acceptable, or at all. If the Company is unsuccessful in implementing this plan, the Company will be required to make further cost and expense reductions or modifications to its ~~stockholders.~~on-going and strategic plans.

The Company ~~also receives nonrefundable payments, typically at~~follows ASC 820, Fair Value Measurements (“ASC 820”), which establishes a common definition of fair value to be applied when US GAAP requires the ~~beginning~~use of fair value, establishes a customer relationship, which are not based on milestones. The Company recognizes this revenue ratably over the initial engineering product development period. The Company records the expenses related to product development projects, generally included in researchframework for measuring fair value, and ~~development expense, in the periods incurred.~~requires certain disclosure about such fair value measurements.

Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method), the vesting of restricted stock units (“RSUs”), and performance stock units (“PSUs”~~) and deferred stock units (“DSUs”~~) and the enrollment of employees in the ESPP. The computation of diluted loss per share excludes potentially dilutive securities of ~~7,862,420 and 5,546,269 shares~~597,020 for both the three ~~months ended September 30, 2017~~ and ~~2016, and 7,862,420 and 5,546,269 shares for the~~ nine months ended September 30, ~~2017~~2023 and ~~2016, respectively,~~312,319 for both the three and nine months ended September 30, 2022, as outlined in the table below, because their inclusion would be anti-dilutive.


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Warrants issued to investors		495,833		164,239		495,833		164,239
Options to purchase common stock		15,000		15,013		15,000		15,013
RSUs		83,687		123,717		83,687		123,717
PSUs		2,500		9,350		2,500		9,350
Total potentially dilutive securities		597,020		312,319		597,020		312,319

The table above includes 83,333 warrants expiring on March 1, 2024, which have an exercise price of $200.00 and 412,500 warrants expiring on March 28, 2029, which have an exercise price of $1.66.

~~Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.~~

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (Topic 606) (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASU Topic 605, "Revenue Recognition," and most industry-specific guidance. ASU 2014-09The Company determines if an arrangement is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. Originally, ASU 2014-09 would be effective for the Company starting January 1, 2017 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognizedlease at the ~~date of initial application and providing certain additional disclosures as defined per ASU 2014-09. In July 2015, FASB voted to amend ASU 2014-09 by approving a one-year deferral~~inception of the ~~effective date as well as providing the option to early adopt the standard on the original effective date.~~arrangement. The Company isapplies the short-term lease recognition exemption and recognizes lease payments in ~~the process of evaluating the effects, if any,~~profit or loss at lease commencement for facility or equipment leases that ~~adoption of this guidance will have on its financial statements.~~

In August 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This standard is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under US GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting.

The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, US GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. The Company adopted ASU 2014-15 and management has made the appropriate evaluations and disclosures in Note 2 - Liquidity and Management Plans.

In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015. The Company has adopted ASU 2015-03, and the adoption of this standard did not have a ~~material impact on the Company’s financial position and results of operations.~~

In August 2015, the FASB issued ASU No. 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015, which clarified the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements. ASU 2015-15 should be adopted concurrently with the adoption of ASU 2015-03. The Company has adopted ASU 2015-15, and the adoption of this standard did not have a material impact on the Company’s financial position and results of operations.

In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for fiscal years and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted. ASU 2015-17 may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively. The Company has early adopted ASU 2015-17 effective December 31, 2015, retrospectively. The adoption of this standard had no impact on the results of operations.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company is currently evaluating the impact the adoption of this new standard will have on its financial statements.

In January 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). This standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease ~~payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a~~ term of 12 months or less and do not include a ~~lessee~~purchase option whose exercise is ~~permitted~~reasonably certain. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities.

ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make ~~an accounting policy election by class of underlying asset not to recognize~~ lease payments arising from the lease. Operating lease ROU assets and ~~lease liabilities. In transition, lessees~~liabilities are measured and ~~lessors are required to recognize and measure leases~~recorded at the ~~beginning~~later of the ~~earliest period presented using a modified retrospective approach. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018.~~adoption date, January 1, 2019, or the service commencement date based on the present value of lease payments over the lease term. The Company ~~is currently evaluating~~uses the ~~impact~~implicit interest rate when readily determinable; however, most leases do not establish an implicit rate, so the ~~adoption~~Company uses an estimate of ~~this new standard will have on its financial statements.~~

~~In March 2016,~~ the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (“ASU 2016-08”). ASU No. 2016-08 maintains the core principles of Topic 606 on revenue recognition, but clarifies whether an entity is a principal or an agent in a contract and the appropriate revenue recognition principles under each of these circumstances. The amendments in ASU 2016-08 affect the guidance of ASU 2014-09 which is not yet effective. The Company is in the process of evaluating the effects, if any, that adoption of this guidance will have on its financial statements.

In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718) — Improvements to Employee Share-Based Payment Accounting.” ASU No. 2016-09 includes provisions to simplify certain aspects related to the accounting for share-based awards and the related financial statement presentation. This ASU includes a requirement that the tax effect related to the settlement of share-based awards be recorded in income tax benefit or expense in the statements of earnings. This change is required to be adopted prospectively in the period of adoption. In addition, the ASU modifies the classification of certain share-based payment activities within the statements of cash flows and these changes are required to be applied retrospectively to all periods presented, or in certain cases prospectively, beginning in the period of adoption. ASU No. 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company adopted ASU 2016-09 effective January 1, 2017. The adoption of this standard did not have a material impactincremental borrowing rate based on the ~~results~~information available at the time of ~~operations.~~

~~In April 2016,~~measurement. Lease expense for lease payments is recognized on a straight-line basis over the ~~FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations~~lease term. See Note 4 – Commitments and ~~Licensing.” ASU No. 2016-10 maintains the core principles~~Contingencies, Operating Leases for further discussion of Topic 606 on revenue recognition, but clarifies identification of performance obligations and licensing implementation guidance. The amendments in ASU 2016-10 affect the guidance of ASU 2014-09 which is not yet effective. The Company is in the process of evaluating the effects, if any, that adoption of this guidance will have on its financial statements.

In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606) - Narrow- Scope Improvements and Practical Expedients.” ASU No. 2016-12 maintains the core principles of Topic 606 on revenue recognition, but addresses collectability, sales tax presentation, noncash consideration, contract modifications at transition and completed contracts at transition. The amendments in ASU 2016-12 affect the guidance of ASU 2014-09 which is not yet effective. The Company is in the process of evaluating the effects, if any, that adoption of this guidance will have on its financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” ASU No. 2016-13 provides financial statement reader more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. It is effective for annual reporting periods beginning after December 15, 2019. The Company will evaluate the effects, if any, that adoption of this guidance will have on its financial statements.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments.” ASU No. 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. It is effective for annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact this standard will have on its financial statements.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230) - Restricted Cash.” ASU No. 2016-18 requires an entity to include amounts described as restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2018. The adoption of this standard is not expected to have a material impact on the Company’s ~~financial position and results of operations.~~

In December 2016, the FASB issued ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” ASU No. 2016-20 amends certain aspects of ASU No. 2014-09 and clarifies, rather than changes, the core revenue recognition principles in ASU No. 2014-09. It is effective for annual reporting periods beginning after December 15, 2018. The Company is in the process of evaluating the effects, if any, that adoption of this guidance will have on its financial statements.

Note 4 -– Commitments and Contingencies

Operating Leases

San Jose Lease

On ~~September 10, 2014,~~May 20, 2022, the Company ~~entered into~~signed a ~~Lease Agreement (“Lease”) with Balzer Family Investments, L.P. (“Landlord”) related~~lease amendment to the existing lease for its office space ~~located~~ at ~~Northpointe Business Center, 3590 North First Street,~~its corporate headquarters in San Jose, California. The initial term of the lease is 60 months, with initial monthly base rent of $36,720 and the lease is subject to certain annual escalations as defined in the agreement. On October 1, 2014, the Company relocated its headquarters to this new location. The Company issued to the Landlord 41,563 shares of the Company’s common stock valued at $500,000, of which $400,000 will be applied to reduce the Company’s monthly base rent obligation by $6,732 per month and of which $100,000 was for certain tenant improvements. The Company recorded $400,000 as prepaid rent on its balance sheet, which is being amortized overCalifornia, extending the term of the lease ~~and recorded $100,000 as leasehold improvements.~~

~~On February 26, 2015,~~for an additional three years. Upon signing the lease amendment, the Company ~~entered into~~recorded a ~~sub-lease agreement for additional space in~~new ROU lease asset of $2,071,336 and operating lease liability of $2,071,336, using a present value discount rate of 3.0%. Upon expiration of the San Jose, California area. The agreement has a term which expires on June 30, 2019 and a current monthly rent of $6,493 per month. On August 25, 2015, the Company entered into an additional amended sub-lease agreement for additional space in San Jose, California. The agreement has a term which expires on June 30, 2019 and a current monthly rent of $4,458 per month. These leases are subject to certain annual escalations as defined in the agreements.

~~On July 9, 2015, the Company entered into a sub-lease agreement for additional space in Costa Mesa, California. The agreement has a term which expired~~original lease on September 30, ~~2017 and a~~2022, the new monthly ~~rent of $6,376 per month. On May 31, 2017, the Company entered into a~~ lease ~~agreement for the same space in Costa Mesa, California. The agreement has a term that expires on September 30, 2019 with initial monthly rent of $9,040 and~~payment starting October 1, 2022 is $58,903, subject to ~~certain~~ annual escalations ~~as defined in the agreement.~~up to a maximum monthly lease payment of $62,490.

Note 4 -– Commitments and Contingencies, continued

Costa Mesa Lease

~~Operating Leases, continued~~

~~The future minimum lease payments for leased locations are as follows:~~

For the Years Ended December 31, Amount
2017 (Three Months) $ 158,279
2018 640,202
2019 457,585
Total $ 1,256,066

~~Development and Licensing Agreements~~

~~In 2015,~~On September 22, 2021, the Company signed a ~~development~~new lease for office space for its engineers based in Costa Mesa, California. Per the lease, the lease commencement date was October 1, 2021 and ~~licensing agreement with a consumer electronics company to embed WattUp wire-free charging receiver technology in various products including, but~~the expiration date was September 30, 2023. The Company did not ~~limited to, certain mobile consumer electronics and related accessories. On March 31, 2016, the Company received payment of $500,000 pursuant to the February 15, 2016 commencement~~have control of the ~~second phase described in the third amendment of this agreement, of~~new office space until October 2021, at which time the Company recorded $0a new ROU lease asset of $104,563 and ~~$69,573 in revenue~~operating lease liability of $104,563. The new Costa Mesa lease had an initial monthly lease payment of $4,369 starting October 1, 2021 and was subject to an annual escalation up to a maximum monthly lease payment of $4,522. The lease expired on September 30, 2023 and was not renewed.

Operating Lease Commitments

The Company follows ASC 842, Leases, (“Topic 842”) and recognizes the required ROU assets and operating lease liabilities on its balance sheet. The Company anticipates having future total lease payments of $1,477,914 during the ~~three months ended~~period from the fourth quarter of 2023 to the third quarter of 2025. As of September 30, ~~2017~~2023, the Company has total operating lease ROU assets of $1,411,930, current portion of operating lease liabilities of $696,573 and ~~2016, and $79,824 and $387,755 in revenue during the nine months ended~~long-term portion of operating lease liabilities of $739,767. The weighted average remaining lease term is 2.0 years as of September 30, ~~2017 and 2016, respectively. During the three months ended~~2023.

A reconciliation of undiscounted cash flows to lease liabilities recognized as of September 30, 2017 and 2016, the Company recognized milestone revenue of $250,000 and $875,000, and during the nine months ended September 30, 2017 and 2016, the Company recognized milestone revenue of $1,000,000 and $875,000, respectively.2023 is as follows:


	Amount
	(unaudited)
2023		182,009
2024		733,497
2025		562,408
Total future lease payments		1,477,914
Present value discount (3.0% weighted average)		(41,574	)
Total operating lease liabilities	$	1,436,340

HostedDesign Software Agreement

In ~~2016,~~June 2021, the Company entered into an electronic design automation software in a hosted environment license agreement with a ~~commercial and industrial supply company,~~ term ofthree-yearsunder which the Company ~~will develop wire-free charging solutions.~~ is required to remit quarterly payments of approximately $233,000 through the second quarter of 2024.

Litigations, Claims, and Assessments

The Company ~~recognized $0~~is from time to time involved in various disputes, claims, liens and ~~$44,550~~litigation matters arising in the normal course of ~~revenue from this agreement during~~business. While the outcome of these disputes, claims, liens and litigation matters cannot be predicted with certainty, after consulting with legal counsel, management does not believe that the outcome of these matters will have a material adverse effect on the Company's combined financial position, results of operations or cash flows.

MBO Bonus Plan

On March 15, 2018, the Company’s Board of Directors (“Board”), on the recommendation of the Board’s Compensation Committee (“Compensation Committee”), approved the Energous Corporation MBO Bonus Plan (“Bonus Plan”) for executive officers of the Company. To be eligible to receive a bonus under the Bonus Plan, an executive officer must be continuously employed throughout the applicable performance period, and in good standing, and achieve the performance objectives selected by the Compensation Committee.

Under the Bonus Plan, the Compensation Committee is responsible for selecting the amounts of potential bonuses for executive officers, the performance metrics used to determine whether any such bonuses will be paid and determining whether those performance metrics have been achieved.

During the three and nine months ended September 30, ~~2017, respectively.~~

~~Hosted Design Solution Agreement~~

~~On June 25, 2015,~~2023, the Company ~~entered~~recorded $146,758 and $445,394 in expense, respectively, under the Bonus Plan. As of September 30, 2023, the Company had an unpaid total of $187,798 under the Bonus Plan which is expected to be paid during the first quarter of 2024.

Note 4 – Commitments and Contingencies, continued

Severance and Change in Control Agreement

On March 15, 2018, the Compensation Committee approved a form of Severance and Change in Control Agreement (“SeveranceAgreement”) that the Company may enter into ~~a three-year agreement to license electronic design automation software~~with executive officers (each, an “Executive”).

Under the Severance Agreement, if an Executive is terminated in a ~~hosted environment. Pursuant to the agreement, under which services began July 13, 2015,~~qualifying change in control termination, the Company agrees to pay the Executive six to 12 months of that Executive’s monthly base salary. If an Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) the Company agrees to pay the full amount of the Executive’s premiums under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the six to 12 month period following the Executive’s termination.

Executive Employee Agreement – Cesar Johnston

On December 9, 2021, the Company announced that Cesar Johnston had been appointed as the Company’s Chief Executive Officer. In connection with Mr. Johnston’s appointment as Chief Executive Officer, the Company and Mr. Johnston executed an offer letter dated as of December 6, 2021.

Under the terms of his offer letter, Mr. Johnston will receive an annual base salary of $400,000 per year. Beginning in 2022, he is ~~required~~eligible to ~~remit quarterly payments~~receive a discretionary annual bonus of up to 100% of his base salary, at the recommendation of the Compensation Committee, with the approval of the Board. In addition, as an inducement to accept his appointment as Chief Executive Officer, Mr. Johnston received, subject to continued employment, (a) a special one-time sign-on bonus in the amount of ~~$100,568 with~~$120,000, payable in two equal installments of $60,000 each on the ~~last payment due March 30, 2018. On December 18, 2015, the agreement was amended to redefine the hardware and software configuration~~first payroll date in 2022 and the first payroll date after December 6, 2022, (b) a grant of 7,500 RSUs to acquire shares of the Company’s common stock, one third of which vested on December 6, 2022 and the remaining two thirds of which vest in eight equal installments of 625 each on each quarterly ~~payments increased~~anniversary thereafter and (c) a grant of an option to ~~$198,105.~~purchase 15,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on the grant date, half of which shall vest on December 31, 2023, a quarter of which shall vest on December 31, 2024 and the remainder of which shall vest on December 31, 2025.

~~Amended Employee~~Also pursuant to the terms of his offer letter, Mr. Johnston is eligible for (a) an additional equity award in the amount of 14,350 PSUs to acquire shares of the Company’s common stock, to vest at various amounts to be agreed upon each year by the Board over a three year period commencing January 1, 2022 and ending December 31, 2024, upon the achievement of performance criteria to be mutually established by Mr. Johnston and the Compensation Committee, and (b) an additional equity award of up to 1,250 PSUs per calendar year for each of 2022, 2023 and 2024, based on outperformance of agreed upon goals per calendar year, as determined by the Compensation Committee with approval of the Board. On July 20, 2022, the Board approved, by unanimous written consent, the grant to Mr. Johnston of up to 14,350 PSUs pursuant to the terms of Mr. Johnston’s offer letter. The 14,350 PSUs that have been approved shall vest as follows: (a) up to 9,350 PSU shares shall vest on December 31, 2022, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics previously determined by the Compensation Committee and approved by the Board, (b) up to an additional 2,500 PSU shares shall vest on December 31, 2023, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics determined by the Board on May 17, 2023, and (c) up to an additional 2,500 PSU shares shall vest on December 31, 2024, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined and granted in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics to be recommended by the Compensation Committee and approved by the Board at a subsequent date. As of September 30, 2023, the Board had not yet approved the performance criteria applicable to the up to 2,500 PSU shares that will vest on December 31, 2024; therefore, these 2,500 PSUs have not been considered granted.

In connection with Mr. Johnston’s appointment as Chief Executive Officer, the Company and Mr. Johnston additionally entered into an amended and restated severance and change in control agreement, dated as of December 6, 2021. In the event of a termination that is not a change-in-control qualifying termination, Mr. Johnston is entitled to (a) a one-time lump sum payment by the Company in an amount equal to 18 months of his monthly base salary plus an amount equal to 100% of his target bonus plus, if agreed by the Compensation Committee, a discretionary bonus for the year in which the termination occurs, (b) any outstanding unvested equity awards held by Mr. Johnston that would vest in the next 18 months of continuing employment (other than any equity awards that vest upon satisfaction of performance criteria) will accelerate and become vested and (c) if Mr. Johnston timely elects continued coverage under COBRA, the Company or its successor will pay the full amount of Mr. Johnston’s COBRA premiums on his behalf for 18 months.

Note 4 – Commitments and Contingencies, continued
Mr. Johnston’s agreement additionally provides that, in the event of a change-in-control qualifying termination, Mr. Johnston is entitled to (a) a one-time lump sum payment by the Company in an amount equal to 18 months of his monthly base salary plus an amount equal to 150% of his target bonus plus a prorated bonus for the year in which the termination occurs, (b) any outstanding unvested equity awards held by Mr. Johnston (including any equity awards that vest upon satisfaction of performance criteria) will accelerate in full and become vested and (c) if Mr. Johnston timely elects continued coverage under COBRA, the Company or its successor will pay the full amount of Mr. Johnston’s COBRA premiums on his behalf for 18 months.
Mr. Johnston is also eligible to receive all customary and usual benefits generally available to senior executives of the Company.

Executive Transition Agreement -– Stephen Rizzone

On April 3, 2015, the Company entered into an Amended and Restated Executive Employment Agreement with Stephen R. Rizzone, the Company’s former President and Chief Executive Officer (“Employment Agreement”).

The Employment Agreement, ~~has an~~ effective ~~date~~as of January 1, 2015 ~~and~~, had an initial term of four years ~~(the “Initial Employment Period”).~~ and automatically renewed each year after the initial term. The Employment Agreement ~~provides~~provided for an annual base salary of ~~$365,000,~~$365,000, and Mr. Rizzone iswas eligible to receive quarterly cash bonuses from the MBO Bonus Plan with a total target amount equal to ~~100%~~100% of his base salary based upon achievement of performance-based objectives established by the Board.

On July 9, 2021, the Company announced that Stephen R. Rizzone had retired from his position as the Company’s ~~board~~President and Chief Executive Officer and as a member of ~~directors.~~the Board.

~~Pursuant~~In connection with Mr. Rizzone’s retirement, the Company and Mr. Rizzone entered into an Executive Transition Agreement (the “Separation Agreement”), providing for continued employment through August 31, 2021. Upon his termination of employment, the Separation Agreement provides severance payments and benefits to Mr. Rizzone consistent with the terms of his existing employment agreement with the Company, including without limitation: compensation-based payments of $1,460,000 in the aggregate, payable under a certain payment scheme as set forth therein, an additional lump sum cash payment of $2,000,000, a pro-rated bonus payment for the two months of employment during the then current quarterly bonus period payable at the same time bonus payments were made to other executives of the Company, settlement of deferred vested RSUs and an extension of the exercise periods of all stock options held by Mr. Rizzone until the one year anniversary of his termination date, and additional benefits related to Mr. Rizzone’s ~~prior employment~~medical insurance. In addition, the Company agreed to pay-off all amounts owed under a lease agreement ~~on December 12, 2013~~relating to a company car and that Mr. Rizzone ~~was granted a ten year option~~would receive the title to ~~purchase 275,689~~the vehicle. All compensation under the Separation Agreement has been or will be subject to applicable withholding.

As of September 30, 2023, the Company had no accrued expense pertaining to Mr. Rizzone's Separation Agreement.

Executive Transition Agreement – Neeraj Sahejpal

On April 29, 2022, the Company announced the departure of Neeraj Sahejpal, former Senior Vice President of Marketing and Business Development, effective April 30, 2022. Pursuant to the terms of Mr. Sahejpal’s severance and change of control agreement with the Company, Mr. Sahejpal received payments and benefits including compensation equal to twelve months of Mr. Sahejpal’s then-current salary of $261,250, twelve months of maximum potential bonus of $261,250, and twelve months of COBRA reimbursements. In addition, all RSUs held by Mr. Sahejpal that were due to vest in the twelve months after his departure, totaling RSUs covering 4,297 shares, were accelerated.

As of ~~common stock at an exercise price of $1.68 vesting over four years in 48 monthly installments beginning October 1, 2013 (“First Option”).~~September 30, 2023, the Company had no unpaid accrued severance expense pertaining to Mr. Rizzone was also granted a second option award to purchase 496,546 shares of common stock at an exercise price of $6.00 (“Second Option”). The Second Option vests over the same vesting schedule as the First Option.Sahejpal’s agreement.

Note 4 -– Commitments and Contingencies, continued

Executive Transition Agreement – William Mannina

~~Amended Employee Agreement - Stephen Rizzone, continued~~

~~Effective May 21, 2015, with~~On July 20, 2023, the ~~approval by~~Company announced the ~~Company’s stockholders~~departure of ~~its new performance-based equity plan,~~William Mannina, former Acting Chief Financial Officer, effective August 16, 2023. Pursuant to the ~~Employment Agreement provided and~~terms of a letter agreement between Mr. Rizzone received, a grant of 639,075 Performance Share Units (the “PSUs”). The PSUs, which represent the right to receive shares of common stock, shall be earned based on the Company’s achievement of market capitalization growth between the effective date of the Employment AgreementMannina and the ~~end~~Company, Mr. Mannina will receive payments and benefits including cash severance payments equivalent to nine months of ~~the Initial Employment Period. If the Company’s market capitalization is $100 million or less, no PSUs will be earned. If~~his then-current salary of $265,825 and premium payments for continued healthcare coverage for nine months following his resignation effective date. Mr. Mannina’s restricted stock units continued to vest through August 16, 2023.

As of September 30, 2023, the Company ~~reaches a market capitalization~~had accrued unpaid severance expense of $1.1 billion or more, 100% of the PSUs will be earned. For market capitalization between $100 million and $1.1 billion, the percentage of PSUs earned will be determined on a quarterly basis based on straight line interpolation. PSUs earned as of the end of a calendar quarter will be paid 50% immediately and 50% will be deferred until the end of the Initial Employment Period subject$196,941 pertaining to Mr. ~~Rizzone’s continued employment with the Company (See Note 6).~~Mannina's agreement.

~~Mr. Rizzone is also eligible to receive all customary and usual benefits generally available to senior executives of the Company.~~

The Employment Agreement provides that if Mr. Rizzone’s employment is terminated due to his death or disability, if Mr. Rizzone’s employment is terminated by the Company without cause or if he resigns for good reason, twenty-five percent (25%) of the shares subject to the First Option and the Second Option shall immediately vest and become exercisable, he will have a period of one year post-termination to exercise the First Option and the Second Option, and if a Liquidation Event (as defined in the Employment Agreement) shall occur prior to the termination of the First Option and the Second Option, one hundred percent (100%) of the shares subject to the First Option and Second Option shall immediately vest and become exercisable effective immediately prior to the consummation of the Liquidation Event. In addition, any outstanding deferred PSUs shall be immediately vested and paid, but any remaining unearned portion of the PSUs shall immediately be canceled and forfeited.

Strategic Alliance Agreement

In November 2016, the Company and Dialog Semiconductor plc (“Dialog”), a related party (see Note ~~7 -~~ 9—Related Party Transactions), entered into a Strategic Alliance Agreement (“Alliance Agreement”) for the manufacture, distribution and commercialization of products incorporating the Company’s wire-free charging technology (“Licensed Products”). Pursuant to the terms of the Alliance Agreement, the Company agreed to engage Dialog as the exclusive supplier of the Licensed Products for specified fields of use, subject to certain exceptions (the “Company Exclusivity Requirement”). Dialog agreed to not distribute, sell or work with any third party to develop any competing products without the Company’s ~~approval (the “Dialog Exclusivity Requirement”).~~approval. In addition, both parties agreed on a revenue sharing arrangement and will collaborate on the commercialization of Licensed Products based on a mutually-agreed upon plan. Each party will retain all of its intellectual property.

The Alliance Agreement has an initial term of seven years ~~and will automatically renew~~, with automatic renewal annually thereafter unless terminated by either party upon 180 days’ prior written notice. The Company may terminate the Alliance Agreement at any time after the third anniversary of the Alliance Agreement upon 180 days’ prior written notice to Dialog, or if Dialog breaches certain exclusivity obligations. Dialog may terminate the Alliance Agreement if sales of Licensed Products do not meet specified targets. The Company Exclusivity Requirement ~~will terminate upon~~had a termination date of the earlier of January 1, 2021 or the occurrence of certain events relating to the Company’s pre-existing exclusivity obligations. The ~~Dialog~~Company Exclusivity Requirement ~~will terminate if no Licensed Products have received the necessary Federal Communications Commission approvals within specified timeframes.~~

~~In addition to the Alliance Agreement,~~renewed automatically on an annual basis unless the Company and Dialog ~~entered into~~agree to terminate the requirement.

On September 20, 2021, the Company was notified by Dialog, then recently acquired by Renesas Electronics Corporation, that it was terminating the Alliance Agreement between the Company and Dialog. There is a ~~securities purchase agreement~~wind down period included in the Alliance Agreement which will conclude in September 2024. During the wind down period, the Alliance Agreement’s terms will continue to apply to the Company’s products that are covered by certain existing customer relationships, except that the parties’ respective exclusivity rights have terminated (see Note ~~5 - Stockholders’ Equity)~~9 – Related Party Transactions for expenses incurred by the Company from Renesas Electronics Corporation).

The holders of the Company’s common stock are entitled to one vote per share. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the ~~board of directors~~Board out of legally available funds. Upon the liquidation, dissolution or winding up of the Company, holders of common stock are entitled to share ratably in all assets of the Company that are legally available for distribution.

~~Filing of registration statement~~Note 5 – Stockholders’ Equity, continued

On ~~April 24, 2015,~~September 15, 2020, the Company filed a ~~“shelf”~~shelf registration statement on Form S-3 with the SEC, which became effective on ~~April~~September 24, 2020 (the "Prior Shelf"), and contains two prospectuses: a base prospectus, which covered the offering, issuance and sale by the Company of up to $75,000,000 of its common stock, preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase its common stock, preferred stock or debt securities and/or units consisting of some or all of these securities; and an at-the-market sales agreement prospectus supplement covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $40,000,000 of its common stock that may be issued and sold under the At Market Issuance Sales Agreement, as amended, between the Company and B. Riley Securities, Inc. (the “ATM Program”). The $40,000,000 of common stock to be offered, issued and sold under the ATM Program was included in the $75,000,000 of securities that could have been offered, issued and sold by the Company under the base prospectus. On September 24, 2023, the Prior Shelf expired and no further securities were issued under it. Pursuant to the Prior Shelf, the Company sold shares which raised net proceeds of $38,832,711 (net of $1,167,289 in issuance costs) during the third and fourth quarters of 2020 under the ATM Program.

On October 4, 2021, the Company filed a prospectus supplement to the Prior Shelf covering the offering, issuance and sale of up to an additional $35,000,000 of shares of the Company’s common stock pursuant to the ATM Program. The Company raised net proceeds of $27,043,751 (net of $868,122 in issuance costs) during 2021 under the ATM Program. During 2022, the Company raised an additional $744,787 (net of $73,403 in issuance costs) under the ATM Program. During the first quarter of 2023, the Company raised $2,674,697 (net of $68,637 in issuance costs) under the ATM Program. During the third quarter of 2023, the Company raised $880,866 (net of $94,162 in issuance costs) under the ATM Program. As of September 30, ~~2015. The “shelf”~~2023, there is no amount left remaining on the Prior Shelf due to its expiration on September 24, 2023.

On November 15, 2021, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective on December 16, 2021 (the "Current Shelf"). This shelf registration statement allows the Company to sell, from time to time, ~~to sell~~ any combination of debt or equity securities described in the registration statement up to aggregate proceeds of ~~$75,000,000.~~

$100,000,000. Pursuant to this registration statement, on March 28, 2023, the Company completed an underwritten offering pursuant to which it issued and sold an aggregate of (i) 412,500 shares of its common stock (the “Shares”) and (ii) warrants to purchase up to 412,500 shares of its common stock (the “2023 Warrants”), for net proceeds of $2,677,191, after deducting underwriting discounts, commission and expenses payable by the Company. The 2023 Warrants were immediately exercisable upon issuance and have a term of six years and an exercise price of $8.00. The Company allocated the proceeds received first to the 2023 Warrants based on the fair value of the 2023 Warrants as determined at initial measurement, with the remaining proceeds allocated to the Shares (see Note 7 – Warrant Liability and Note 8 – Fair Value Measurements). Pursuant to the ~~shelf registration, on November 17, 2015,~~terms of the 2023 Warrants, the exercise price was adjusted to $1.66 as of September 30, 2023.

On August 30, 2023, the Company ~~consummated~~filed a prospectus supplement to the Current Shelf covering the offering, issuance and sale of up to an ~~offering~~additional $25,000,000 of ~~3,000,005~~shares of the Company’s common stock pursuant to the ATM Program. During the third quarter of 2023, the Company raised $1,986 (net of $56 in issuance costs) under the ATM Program. As of September 30, 2023, the Company has $24,997,958 remaining available under the ATM Program.

Our outstanding shares of common stock ~~at $6.90 per share and received from~~typically include shares that are deemed delivered under US GAAP. Shares that are deemed delivered currently include shares that have vested, but have not yet been delivered, under tax-deferred equity awards, as well as shares purchased under the ~~underwriters’ net proceeds~~ESPP where actual transfer of ~~$19,333,032 (net~~shares normally occurs a few days after the completion of ~~underwriters’ discount~~the purchase periods. There are no voting rights for shares that are deemed delivered under US GAAP until the actual delivery of $1,242,002 and underwriters’ offering expenses of $125,000). The Company incurred additional offering expenses of $284,576, yielding net proceeds from the offering under shelf registration of $19,048,456.

On August 9, 2016, the Company entered into a securities purchase agreement with Ascend Legend Master Fund, Ltd. pursuant to which the Company agreed to sell to Ascend Legend Master Fund, Ltd., and its affiliates, 1,618,123shares takes place. There are currently 200,000,000 shares of common stock at a price of $12.36 per share and a warrant to purchase up to 1,618,123 shares of common stock at an exercise price of $23.00 per share. The aggregate proceeds from the sale of these shares was $20,000,000.authorized for issuance.

On November 7, 2016, the Company and Dialog, a related party (see Note 7 - Related Party Transactions), entered into a securities purchase agreement pursuant to which the Company agreed to sell to Dialog 763,552 shares of common stock at a price of $13.0967 per share and a warrant to purchase up to 763,552 shares of common stock that may be exercised only on a cashless basis at a price of $17.0257 per share, and may be exercised at any time between the date that is six months and a day after the closing date of the transaction and the three-year anniversary of the closing date. The aggregate proceeds from the sale of these shares was $10,000,011.16

On December 30, 2016, the Company and JT Group entered into a securities purchase agreement pursuant to which the Company agreed to sell to JT Group 292,056 shares of common stock at a price of $17.12 per share. The aggregate proceeds from the sale of these shares was $4,999,975.

On June 28, 2017, the Company and Dialog Semiconductor entered into a securities purchase agreement pursuant to which the Company agreed to sell Dialog 976,139 shares of common stock at a price of $15.3666 per share and a warrant to purchase up to 654,013 shares of common stock that may be exercised only on a cashless basis at a price of $19.9766 per share, and may be exercised at any time between the date that is six months and one day after the closing date of the transaction and the three-year anniversary of the closing date. The aggregate proceeds from the sale of these shares, which were issued on July 5, 2017, was $14,999,935.

In December 2013, the Company’s board and stockholders approved the 2013 Equity Incentive Plan, providing for the issuance of equity-based instruments covering up to an initial total of 1,042,167 shares of common stock.

Effective on March 10, 2014, the Company’s board of directors and stockholders approved the First Amendment to the 2013 Equity Incentive Plan which provided for an increase in the aggregate number of shares of common stock that may be issued pursuant to the 2013 Equity Incentive Plan to equal 18% of the total number of shares of common stock outstanding immediately following the completion of the IPO (assuming for this purpose the issuance of all shares issuable under the Company’s equity plans, the conversion into common stock of all outstanding securities that are convertible by their terms into common stock and the exercise of all options and warrants exercisable for shares of common stock and including shares and warrants issued to the underwriters for such IPO upon exercise of its over-allotment options).

~~As of March 27, 2014, the aggregate total number of shares which may be issued under the 2013 Equity Incentive Plan was increased to 2,335,967.~~

~~Effective on May 19, 2016,~~June 14, 2023, the Company’s stockholders approved the amendment and restatement of the 2013 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by ~~2,150,000~~50,000 shares, bringing to 489,298 the total number of shares approved ~~shares to 4,485,967~~for issuance under ~~the 2013 Equity Incentive Plan.~~that plan.

As of September 30, ~~2017, 837,603~~2023, 118,565 shares of common stock ~~remained available~~remain eligible to be issued through equity-based instruments under the 2013 Equity Incentive Plan.

On March 6, 2014, the Company’s board of directors and stockholders approved the 2014 Non-Employee Equity Compensation Plan for the issuance of equity-based instruments covering up to 250,000 shares of common stock to directors and other non-employees.

Effective on May ~~19, 2016,~~26, 2020, the Company’s stockholders approved the amendment and restatement of the 2014 Non-Employee Equity ~~Incentive~~Compensation Plan to increase the number of shares reserved for issuance through equity-based instruments thereunder by ~~350,000~~40,000 shares, bringing to 82,500 the total number of shares approved ~~shares to 600,000~~for issuance under ~~the 2014 Non-Employee Equity Compensation Plan.~~that plan.

As of September 30, ~~2017, 292,655~~2023, 29,137 shares of common stock ~~remained available~~remain eligible to be issued through equity-based instruments under the 2014 Non-Employee Equity Compensation Plan.

~~On April 10, 2015,~~Effective on June 16, 2021, the Company’s ~~board of directors~~stockholders approved the ~~Energous Corporation~~amendment and restatement of the 2015 Performance Share Unit Plan ~~(the “Performance Share Plan”),~~to increase the number of shares reserved for issuance through equity-based instruments thereunder by 85,000 shares, bringing to 255,505 the total number of shares approved for issuance under ~~which 1,310,104~~that plan.

As of September 30, 2023, 106,272 shares of common stock ~~became~~remain eligible to be issued through equity-based instruments under the 2015 Performance Share Unit Plan.

On December 28, 2017, the Board approved the 2017 Equity Inducement Plan. Under the 2017 Equity Inducement Plan, the Board reserved 30,000 shares for the grant of RSUs. These grants will be administered by the Board or a committee of the Board. These awards will be granted to individuals who (a) are being hired as an employee by the Company or any subsidiary and such award is a material inducement to such person being hired; (b) are being rehired as an employee following a bona fide period of interruption of employment with the Company or any subsidiary; or (c) will become an employee of the Company or any subsidiary in connection with a merger or acquisition.

On July 20, 2022, the Board increased the number of shares of common stock reserved and available for issuance ~~as PSUs to a select group of employees and directors, subject to approval~~under the 2017 Equity Inducement Plan by ~~the stockholders. On May 21, 2015, the Company’s stockholders approved the Performance Share Plan.~~

100,000 shares. As of September 30, ~~2017, 31,951~~2023, 48,834 shares of common stock remain available to be issued through equity-based instruments under the ~~Performance Share Unit~~2017 Equity Inducement Plan.

~~On April 10, 2015, the Company’s board~~As of ~~directors approved the ESPP, under which 600,000~~September 30, 2023, 18,741 shares of common stock have been reserved for purchase by the Company’s employees, subject to approval by the stockholders. On May 21, 2015, the Company’s stockholders approved the ESPP. Employees may designate an amount not less than 1% but not more than 10% of their annual compensation, but for not more than 7,500 shares during an offering period. An offering period shall be six months in duration commencing on or about January 1 and July 1 of each year. The exercise price of the option will be the lesser of 85% of the fair market value of the common stock on the first business day of the offering period and 85% of the fair market value of the common stock on the applicable exercise date.

~~As of September 30, 2017, 435,001 shares of common stock remained available~~remain eligible to be issued under the ESPP. ~~As of September 30, 2017, employees~~Employees contributed ~~$224,808~~$3,493 through payroll withholdings to the ESPP as of September 30, 2023 for the current ~~eligibility period. A total~~offering period which ends on December 31, 2023 with shares deemed delivered on that date.

In February 2022, the Board granted our Chief Executive Officer 15,000 stock options under the 2013 Equity Incentive Plan at an exercise price of ~~33,620 shares~~$25.40 per share with half of the options vesting on the second anniversary of the vesting start date and a quarter of the options vesting on each of the two following anniversaries.

The Company estimated the fair value of stock options granted during the second quarter of 2022 using the Black-Scholes option pricing model. No stock options were ~~purchased~~granted during the nine months ended September 30, ~~2017.~~2023. The fair values of stock options granted during the second quarter of 2022 were estimated using the following assumptions:

The following is a summary of the Company’s stock option activity during the nine months ended September 30, ~~2017:~~2023:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Life In Years		Intrinsic Value
Outstanding at January 1, 2017		1,309,444		$	4.55		7.1	$	16,107,929
										Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Life In Years		Intrinsic Value
Outstanding at January 1, 2023											15,013		$	25.42		8.9	$	–
Granted		-			-		-		-		–			–		–		–
Exercised		(159,855	)		4.62		-		-		–			–		–		–
Forfeited		-			-		-		-		(13	)		49.80		–		–
Outstanding at September 30, 2017		1,149,589		$	4.54		6.4	$	9,336,144

Exercisable at January 1, 2017		1,057,187		$	4.55		7.1	$	12,988,601
Outstanding at September 30, 2023											15,000		$	25.40		8.2	$	–
Exercisable at January 1, 2023											13		$	49.80		0.3	$	–
Vested		238,704			4.53		-		-		–			–		–		–
Exercised		(159,855	)		4.62		-		-		–			–		–		–
Forfeited		-			-		-		-		(13	)		49.80		–		–
Exercisable at September 30, 2017		1,136,036		$	4.54		6.6	$	9,223,375
Exercisable at September 30, 2023											–		$	–		–	$	–

As of September 30, ~~2017,~~2023, the unamortized fair value of options was ~~$26,351. As of September 30, 2017, the unamortized portion will be expensed over a weighted average period of 0.4 years.~~

During the first quarter of 2017, the compensation committee of the board of directors (“Compensation Committee”) granted various directors RSUs under which the holders have the right to receive an aggregate of 48,844 shares of common stock. These awards were granted under the 2014 Non-Employee Equity Compensation Plan. The awards vest fully on the first anniversary of the grant date.

During the first quarter of 2017, the Compensation Committee granted employees inducement RSU awards under which the holders have the right to receive an aggregate of 246,000 shares of common stock. The awards vest over four years beginning on the anniversary of the employee hire dates.

During the first quarter of 2017, the Compensation Committee granted various employees RSU awards under the 2013 Equity Incentive Plan under which the holders have the right to receive an aggregate of 351,080 shares of common stock. The awards vest over terms from two to four years.

During the second quarter of 2017, the Compensation Committee granted various consultants RSUs under which the holders have the right to receive an aggregate of 8,400 shares of common stock. These awards were granted under the 2014 Non-Employee Equity Compensation Plan. The awards vest over terms from two to four years.

During the second quarter of 2017, the Compensation Committee granted employees inducement RSU awards under which the holders have the right to receive an aggregate of 120,000 shares of common stock. A majority of the awards vest over four years beginning on the anniversary of the employee hire dates.

During the second quarter of 2017, the Compensation Committee granted employees RSU awards under the 2013 Equity Incentive Plan under which the holders have the right to receive an aggregate of 308,059 shares of common stock. The awards vest over terms from two to four years.

During the third quarter of 2017, the Compensation Committee granted employees RSU awards under the 2013 Equity Incentive Plan under which the holders have the right to receive an aggregate of 117,514 shares of common stock. The awards vest over terms from two to four years.

~~The Company accounts for RSUs granted to consultants using the accounting guidance included in ASC 505-50 “Equity-Based Payments to Non-Employees” (“ASC 505-50”)~~$169,700. ~~In accordance with ASC 505-50, the Company estimates the fair value of the unvested portion of the RSU award each reporting period using the closing price of common stock.~~

~~At September 30, 2017, the unamortized value of the RSUs was $27,130,326.~~ The unamortized amount will be expensed over a weighted average period of ~~2.7~~2.1 years. ~~A summary of the activity related to RSUs for the nine months ended September 30, 2017 is presented below:~~

~~Performance share units (“PSUs”)~~PSUs are grants that vest upon the achievement of certain performance goals. The goals are commonly related to the Company’s ~~market capitalization or market share price~~revenue and achievement of sales and marketing goals.

~~The PSUs originally issued during 2015 to certain board members and senior management shall be earned based on~~Board granted the Company’s ~~achievement of market capitalization growth between~~Chief Executive Officer, Cesar Johnston, up to 14,350 PSUs under the ~~effective date of the Employment Agreement and the end of the Initial Employment Period. If the~~ Company’s market capitalization is $100 million or less, no PSUs will be earned. If the Company reaches a market capitalization of $1.1 billion or more, 100% of the PSUs will be earned. For market capitalization between $100 million and $1.1 billion, the percentage of PSUs earned will be determined on a quarterly basis based on straight line interpolation.

The Company determined that the PSUs were equity awards with both market and service conditions. The Company utilized a Monte Carlo simulation to determine the fair value of the market condition, as described below. Grantees of PSUs are required to be employed through December 31, 2018 in order to earn the entire award, if and when vested. No PSUs were granted during the nine months ended September 30, 2017.

~~The fair value of the grants of PSUs to purchase a total of 1,342,061 shares of common stock (including 1,278,153 PSUs granted under the~~ 2015 Performance Share Unit Plan pursuant to the terms of Mr. Johnston’s offer letter with the Company (See Note 4 – Commitments and ~~63,908 granted~~Contingencies). The up to 14,350 PSUs that have been approved shall vest as ~~an inducement) was determined~~follows: (a) up to 9,350 PSU shares shall vest on December 31, 2022, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be ~~approximately $3,218,000, and is amortized over~~determined in the ~~service period~~Compensation Committee’s sole discretion, by Mr. Johnston of ~~May 21, 2015 through December 31, 2018, on a straight-line basis.~~

~~On October 24, 2016,~~certain performance metrics previously determined by the Compensation Committee ~~granted Mr. Rizzone a~~and approved by the Board, (b) up to an additional 2,500 PSU ~~award under the 2013 Equity Incentive Plan under which Mr. Rizzone has the right to receive 150,000~~ shares ~~of common stock. The shares of this award~~shall vest ~~upon the Company’s stock price meeting specific targets.~~

~~For the PSU award grant issued~~on December 31, 2023, subject to Mr. ~~Rizzone, a Monte Carlo simulation was used~~Johnston’s continued service as Chief Executive Officer and the achievement, to ~~determine~~be determined in the ~~fair value at each~~Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics determined and granted by the ~~five target prices of common stock, using a market capitalization of $298,857,000, dividend yield of 0%, expected volatility of 75%~~Board on May 17, 2023, and ~~a risk-free interest rate of 0.66%.~~

~~The fair value of the PSUs granted~~(c) up to an additional 2,500 PSU shares shall vest on December 31, 2024, subject to Mr. ~~Rizzone under~~Johnston’s continued service as Chief Executive Officer and the ~~2013 Equity Incentive Plan was determined~~achievement, to be ~~$2,332,000,~~determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics to be recommended by the Compensation Committee and ~~is amortized over~~approved by the ~~estimated service period from October 24, 2016 through October~~Board at a subsequent date. On December 31, 2022, 6,779 PSUs were achieved, vested and deemed delivered on that date. As of September 30, ~~2017.~~

~~Amortization for all PSU awards was $399,867 and $230,276~~2023, the performance criteria for the ~~three months ended~~additional up to 2,500 PSUs that shall vest on December 31, 2024 had not been approved by the Board.

As of September 30, ~~2017 and 2016, respectively, and $1,601,160 and $673,405 for the nine months ended September 30, 2017 and 2016, respectively.~~

~~At September 30, 2017,~~2023, the unamortized value of ~~all~~outstanding PSUs was ~~approximately $1,173,346.~~$9,848. The unamortized amount will be expensed over a ~~weighted average~~ period of ~~1.2~~0.3 years. A summary of the activity related to PSUs for the nine months ended September 30, ~~2017~~2023 is presented below:

~~On January 4, 2016,~~During the nine months ended September 30, 2023, the Compensation Committee granted ~~to John Gaulding, Director and Chairman~~various employees RSUs covering 3,439 shares of common stock under the ~~Board, DSUs~~2013 Equity Incentive Plan. The awards vest over five years.

During the nine months ended September 30, 2023, the Compensation Committee granted various non-employees RSUs covering 6,223 shares of common stock under the 2014 Non-Employee Equity Compensation ~~Plan for which Mr. Gaulding has~~Plan. The awards vest over terms ranging from one to four years.

During the right to receive 14,953 shares of common stock. These shares were issued to Mr. Gaulding in lieu of $125,000 of his anticipated compensation for his services on the board, including $75,000 worth of RSUs and $50,000 of his regular board stipends. The award granted vested fully on the first anniversary of the grant date. Amortization was $0 and $31,337 for the threenine months ended September 30, 2023, the Compensation Committee granted various employees RSUs covering 30,750 shares of common stock under the 2017 ~~and 2016, respectively and $1,362 and $92,307~~Equity Inducement Plan. The awards vest over four years.

As of September 30, 2023, the unamortized fair value of the outstanding RSUs was $1,428,206. The unamortized amount will be expensed over a weighted average period of 1.9 years. A summary of the activity related to RSUs for the nine months ended September 30, ~~2017 and 2016, respectively.~~

~~At September 30, 2017, the DSUs were fully amortized. A summary of the activity related to DSUs for the nine months ended September 30, 2017~~2023 is presented below:

The current offering period under the ESPP began on July 1, 2023 and will conclude on December 31, 2023. The recently completed offering period ~~for~~under the ESPP ~~was~~started on January 1, ~~2017 through~~2023 and concluded on June 30, ~~2017.~~2023. During the year ended December 31, ~~2016,~~2022, there were two offering ~~periods for the ESPP.~~periods. The first offering period ~~started~~began on January 1, ~~2016~~2022 and concluded on June 30, ~~2016.~~2022. The second offering period ~~started~~began on July 1, ~~2016~~2022 and concluded on December 31, ~~2016.~~2022.

The weighted-average grant-date fair value of the purchase option for each designated share purchased under ~~this plan~~the ESPP was approximately ~~$5.88~~$4.05 and ~~$2.57~~$7.29 for the nine months ended September 30, ~~2017~~2023 and ~~2016,~~2022, respectively, which represents the fair value of the option, consisting of three main components: (i) the value of the discount on the enrollment date, (ii) the proportionate value of the call option for ~~85%~~85% of the stock and (iii) the proportionate value of the put option for ~~15%~~15% of the stock. The Company recognized compensation expense for the ~~plan~~ESPP of ~~$79,046~~$1,412 and ~~$266,398~~$22,084 for the three months ended September 30, 2023 and 2022, respectively. The Company recognized compensation expense for the ESPP of $42,419 and $104,485 for the nine months ended September 30, ~~2017, respectively,~~2023 and ~~$97,830 and $220,546 for the three and nine months ended September 30, 2016,~~2022, respectively.

The Company estimated the fair value of ESPP purchase options granted during the nine months ended September 30, ~~2017~~2023 and ~~2016~~2022 using the Black-Scholes option pricing model. The fair values of ~~stock~~ESPP purchase options granted were estimated using the following assumptions:

Note 8 – Fair Value Measurements

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value:


	Balance as of September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	16,578,659	$	–	$	–	$	16,578,659
Liabilities:
Warrant liability	$	–	$	–	$	450,000	$	450,000


	Balance as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	26,287,293	$	–	$	–	$	26,287,293
Liabilities:
Warrant liability	$	–	$	–	$	–	$	–

Note 8 – Fair Value Measurements, continued

There were no transfers among Level 1, Level 2, or Level 3 categories during the periods presented.

2023 Warrants

The Company utilizes a Monte Carlo simulation model for the 2023 Warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the 2023 Warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield.

The key inputs into the Monte Carlo simulation model for the 2023 Warrants are as follows:


	At March 31, 2023			At June 30, 2023			At September 30, 2023
Share price	$	10.80		$	4.80		$	1.60
Exercise price	$	8.00		$	8.00		$	1.66
Term (in years)		6.0			5.7			5.5
Volatility		65	%		65	%		75	%
Risk-free rate		3.6	%		4.1	%		4.6	%
Dividend yield		0	%		0	%		0	%

The decrease in the fair value of the 2023 Warrant liability was determined to be $788,000 and $2,685,000 during the three and nine months ended September 30, 2023, respectively (see Note 7 – Warrant Liability).

~~On July 14, 2014, the Company’s Board of Directors appointed Howard Yeaton as the Company’s Interim Chief Financial Officer. Howard Yeaton is the Managing Principal~~Item 2. Management’s Discussion and Analysis of Financial ~~Consulting Strategies LLC~~Condition and Results of Operations

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires the terms “we,” “us,” “our,” and “Energous” refer to Energous Corporation, a Delaware corporation. This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “would,” “should,” “could,” “seek,” “intend,” “plan,” “continue,” “estimate,” “anticipate” or other comparable terms. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding proposed business strategy; market opportunities; regulatory approval; expectations for current and potential business relationships; and expectations for revenues, liquidity cash flows and financial performance, the anticipated results of our research and development efforts, the timing for receipt of required regulatory approvals and product launches; and the impact of geopolitical, macroeconomic, health and other world events. 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; 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 development partners; market acceptance of our technology; competition in our industry; our ability to protect our intellectual property; competition; 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 Quarterly Report on Form 10-Q. We undertake no obligation to publicly update any of our forward-looking statements, whether as a result of new information, future developments or otherwise.

We have developed our WattUp® wireless power technology, consisting of semiconductor chipsets, software controls, hardware designs and antennas, that enables RF based charging for electronic devices. The WattUp technology has a broad spectrum of capabilities to enable the next generation of wireless power networks, delivering power and data in a seamless device portfolio. This includes near field and at-a-distance wireless charging with multiple power levels at various distances. We believe our WattUp technologies will help facilitate the deployment of the growing IoT applications. According to the International Data Corporation (IDC) August 2022 Market Forecast, the IoT market is forecasted to grow to approximately $1.1 trillion in spending by 2026. The initial IoT applications that we are targeting are in the area of RF tags, ESL and IoT sensors for the retail, industrial, healthcare and smart home/office markets.

We believe our technology is innovative in its approach, in that we are developing solutions that charge electronic devices using RF. To-date, we have developed multiple transmitters and receivers, including prototypes as well as partner production designs. The transmitters vary based on form factor, power specifications and frequencies, while the receivers are designed to support a myriad of wireless charging applications including Bluetooth tracking tags, IoT sensors, ESLs, beacons, stock management devices, security cameras, handheld devices, smart automation, wearables and hearables.

The first end product featuring our technology entered the market in 2019. We started shipping our first at-a-distance WattUp PowerBridge enabled transmitters for commercial IoT applications in the fourth quarter of 2021, and we expect additional WattUp-enabled products to be announced as we move our business forward.

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“~~FCS”~~FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. The liability will be re-measured at each balance sheet date until the warrants are exercised or expire. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using an appropriate valuation model. Such warrant classification is also subject to re-evaluation at each reporting period.

Offering costs associated with warrants classified as liabilities are expensed as incurred and are presented as offering cost related to warrant liability in the statement of operations. Offering costs associated with the sale of warrants classified as equity are charged against proceeds.

We follow Accounting Standards Codification (“ASC”) 606, "Revenue from Contracts with Customers" (Topic 606).

In accordance with Topic 606, we recognize revenue using the following five-step approach:

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 a point in time based on when 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. We record the expenses related to these product development projects in research and development expense, in the periods such expenses were incurred.

We record revenue associated with the sale of production-level systems once control over the product is transferred to the customer. We record the expense related to the sales of these systems as cost of revenue during the period delivered.

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 sale 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.

Revenue. During the three ~~and nine~~ months ended September 30, ~~2017,~~2023 and 2022, we recorded revenue of $168,708 and $223,201, respectively. The decrease of $54,493 is primarily due to a decrease in production-level systems sales volume.

Costs and Expenses and Loss from Operations. Costs and expenses are made up of cost of revenue, research and development, sales and marketing, general and administrative and severance expense. Losses from operations for the ~~Company did not incur any fees for services provided by FCS. During the~~ three ~~and nine~~ months ended September 30, ~~2016,~~2023 and 2022 were $5,081,439 and $6,107,715, respectively.

Cost of Revenue. Cost of revenue was $48,394 and $420,060, respectively, for the ~~Company incurred $0~~three months ended September 30, 2023 and ~~$13,306,~~2022. The decrease of $371,666 is primarily due to a decrease in sales volume of higher cost products and a decrease in lower of cost or net realizable value adjustment.

Research and Development Costs. Research and development costs were $2,460,123 and $2,885,830, respectively, for the three months ended September 30, 2023 and 2022. The decrease of $425,707 is primarily due to a $181,084 decrease in compensation, consisting of a $46,137 decrease in payroll costs and a $134,947 decrease in stock-based compensation, a $72,213 decrease in patent legal fees, a $41,627 decrease in chip design, engineering supplies and components, a $34,536 decrease in consulting and third party services expenses, a $25,229 decrease in shipping costs, a $22,275 decrease in recruiting fees, a $16,272 decrease in regulatory legal fees and a $13,835 decrease in computer software and support.

Sales and Marketing Costs. Sales and marketing costs for ~~other financial advisory~~the three months ended September 30, 2023 and 2022 were $774,141 and $1,093,640, respectively. The decrease of $319,499 is primarily due to a $177,381 decrease in compensation, consisting of a $152,170 decrease in payroll costs and a $25,211 decrease in stock-based compensation, a $38,293 decrease in legal fees related to trademarks and customer contracts, a $28,223 decrease in engineering supplies used by the sales and marketing staff, a $25,925 decrease in travel costs, a $19,454 decrease in tradeshow expense, a $16,500 decrease in warranty expense, a $15,471 decrease in depreciation and a $12,500 decrease in bad debt expense, partially offset by a $37,395 increase in public relations, consulting and third party expenses.

General and Administrative Expenses. General and administrative costs for the three months ended September 30, 2023 and 2022 were $1,698,380 and $1,931,386, respectively. The decrease of $233,006 is primarily due to a $317,604 decrease in compensation, consisting of a $148,447 decrease in payroll costs and $169,157 decrease in stock-based compensation, a $54,567 decrease in insurance premiums, a $40,816 decrease in travel costs, a $27,712 decrease in supplies and general office expenses and a $15,311 decrease in training and subscriptions, partially offset by a $57,299 increase in general corporate legal fees, a $26,707 increase in stock registration and annual meeting costs and a $20,249 increase in accounting ~~services provided by FCS. None~~and audit fees.

Severance expense. Severance expense for the three months ended September 30, 2023 was $269,109, primarily relating to the termination of ~~these fees were incurred in connection with Mr. Yeaton’s services as Interim~~the former Acting Chief Financial Officer.

~~In November 2016, the Company and Dialog Semiconductor plc (“Dialog”) entered into an Alliance Agreement~~ Severance expense for the ~~manufacture, distribution and commercialization~~three months ended September 30, 2022 was $0.

Change in fair value of ~~products incorporating~~warrant liability. Other income resulting from the ~~Company’s wire-free charging technology (See Note 4 - Commitments and Contingencies,~~~~Strategic Alliance Agreement~~). On November 7, 2016 and June 28, 2017, the Company and Dialog entered into securities purchase agreements under which Dialog acquired a total of 1,739,691 shares and received warrants to purchase up to 1,417,565 shares (See Note 5 - Stockholders’ Equity,~~Private Placements~~~~). Dialog presently owns approximately 8.2%~~change in fair value of the ~~Company’s outstanding common shares, and could potentially own approximately 14.0%~~warrant liability was $788,000 for the three months ended September 30, 2023. We did not have a warrant liability as of September 30, 2022.

Interest Income. Interest income for the three months ended September 30, 2023 was $178,845 as compared to interest income of $142,840 for the three months ended September 30, 2022. The increase of $36,005 is primarily due to higher savings interest rates.

Net Loss. As a result of the ~~Company’s outstanding common shares if it exercised all of its warrants~~above, net loss for ~~common shares. For~~the three months ended September 30, 2023 was $4,114,594 as compared to $5,964,875 for the three months ended September 30, 2022.

Revenue. During the nine months ended September 30, ~~2017, the Company paid $434,650~~2023 and 2022, we recorded revenue of $382,517 and $672,133, respectively. The decrease of $289,616 is primarily due to ~~Dialog for chip development costs incurred, which is recorded under~~a decrease in production-level systems sales volume.

Costs and Expenses and Loss from Operations. Costs and expenses are made up of cost of revenue, research and development, sales and marketing, general and administrative and severance expense. Losses from operations for the nine months ended September 30, 2023 and 2022 were $17,503,680 and $20,328,057, respectively.

Research and Development Costs. Research and development costs were $8,418,779 and $9,622,886, respectively, for the nine months ended September 30, 2023 and 2022. The decrease of $1,204,107 is primarily due to a $365,193 decrease in compensation, consisting primarily of a $364,680 decrease in stock-based compensation from older awards becoming fully expensed prior to the current year, a $190,884 decrease in consulting and third party services expenses, a $171,425 decrease in recruiting fees, a $136,800 decrease in chip design, engineering supplies and components, a $97,139 decrease in patent legal fees, a $93,793 decrease in postage, a $69,761 decrease in regulatory testing and a $58,483 decrease in regulatory legal fees.

Sales and Marketing Costs. Sales and marketing costs for the nine months ended September 30, 2023 and 2022 were $3,074,163 and $3,865,322, respectively. The decrease of $791,159 is primarily due to a $268,274 decrease in compensation, consisting of a $216,646 decrease in payroll costs and a $51,628 decrease in stock-based compensation, a $179,563 decrease in the cost of engineering supplies utilized by the sales and marketing staff, a $75,720 decrease in recruiting fees, a $66,432 decrease in depreciation, a $62,306 decrease in tradeshow expense, a $39,007 decrease in supplies and general office expenses, a $38,553 decrease in trademark and customer contract legal fees and a $23,452 decrease in public relations, consulting and third party services expenses, partially offset by a $24,514 increase in marketing and promotional costs.

General and Administrative Expenses. General and administrative costs for the nine months ended September 30, 2023 and 2022 were $5,763,811 and $5,983,845, respectively. The decrease of $220,034 is primarily due to a $465,678 decrease in compensation, consisting of a $205,610 decrease in payroll costs from lower executive bonus expense and a $260,068 decrease in stock-based compensation from older grants becoming fully expensed prior to the current year and the cancellation of grants in connection with the resignation of our former Acting Chief Financial Officer, a $151,444 decrease in recruiting fees, a $90,162 decrease in insurance premiums and a $53,776 decrease in training, dues and subscriptions, partially offset by a $337,103 increase in general corporate legal fees, a $100,402 increase in accounting and auditing fees, a $76,501 increase in investor relations, consulting and third party services expenses and a $44,330 increase in annual meeting expense.

Severance expense. Severance expense for the nine months ended September 30, 2023 was $359,419 relating to the resignation of our former Acting Chief Financial Officer, as well as the departure of six other employees. Severance expense for the nine months ended September 30, 2022 was $633,444 from the termination of the former Senior Vice President of Marketing and Business Development.

Offering costs related to warrant liability. Offering costs related to warrant liability were $591,670 for the nine months ended September 30, 2023. We did not have a warrant liability as of September 30, 2022.

Change in fair value of warrant liability. Other income resulting from the change in fair value of the warrant liability was $2,685,000 for the nine months ended September 30, 2023. We did not have a warrant liability as of September 30, 2022.

Interest Income. Interest income for the nine months ended September 30, 2023 was $648,083 as compared to interest income of $192,715 for the nine months ended September 30, 2022. The increase of $455,368 is primarily due to higher savings interest rates.

Net Loss. As a result of the above, net loss for the nine months ended September 30, 2023 was $14,762,267 as compared to $20,135,342 for the nine months ended September 30, 2022.

During the nine months ended September 30, 2023 and 2022, we recorded revenue of $382,517 and $672,133, respectively. We incurred net losses of $14,762,267 and $20,135,342 for the nine months ended September 30, 2023 and 2022, respectively. Net cash used in operating activities was $15,916,294 and $18,838,453 for the nine months ended September 30, 2023 and 2022, respectively. We are currently meeting our liquidity requirements through the proceeds of securities offerings that raised net proceeds of $27,043,751 during 2021, $744,787 during 2022 and $6,234,740 during the first nine months of 2023, along with proceeds from contributions to the ESPP and payments received from customers.

We believe our cash on hand as of September 30, 2023, together with expected additional ATM financing during the fourth quarter of 2023, implementation of cost and expense reductions and anticipated revenues, will be sufficient to fund our operations through November 2024. Although we intend to continue our research and development activities, there can be no assurance that our available resources will be sufficient to enable us to generate revenues sufficient to sustain operations. Accordingly, we will likely continue to pursue additional financing, which could include offerings of equity or debt securities, bank financings, commercial agreements with customers or strategic partners, and other alternatives, depending upon market conditions. There is no assurance that such financing will be available on terms that we would find acceptable, or at all. If we are unsuccessful in implementing this plan, the Company will be required to make further cost and expense reductions or modifications to its on-going and strategic plans.

During the nine months ended September 30, 2023, cash flows used in operating activities were $15,916,294, consisting of a net loss of $14,762,267, less adjustments to reconcile net loss to net cash used in operating activities aggregating $140,084 (principally stock-based compensation of $1,394,877, issuance costs allocated to warrant liability of $591,670, amortization of operating lease ROU assets of $547,939, inventory net realizable adjustment of $166,086 and depreciation and amortization expense of $137,772, partially offset by a decrease in fair value of the warrant liability of $2,685,000), a $533,685 decrease in operating lease liabilities, a $259,881 increase in net inventory, a $213,570 decrease in accrued severance expense, a $131,824 decrease in accounts payable, a $117,478 decrease in accrued expenses and a $68,702 increase in prepaid expenses and other current assets, partially offset by a $35,655 decrease in accounts receivable.

During the nine months ended September 30, 2022, cash flows used in operating activities were $18,838,453, consisting of a net loss of $20,135,342, less non-cash expenses aggregating $2,940,282 (principally stock-based compensation of $2,158,915, amortization of operating lease ROU assets of $550,372 and depreciation and amortization expense of $200,995), a $594,703 decrease in operating lease liabilities, a $395,405 decrease in accrued severance expense, a $312,174 decrease in accounts payable, a $230,368 increase in prepaid expenses and other current assets and a $164,426 increase in inventory, partially offset by a $42,477 increase in deferred revenue.

During the nine months ended September 30, 2023 and 2022, cash flows used in investing activities were $97,242 and $127,198, respectively. The cash used in investing activities for the nine months ended September 30, 2023 consisted primarily of the purchase of new testing equipment and website redesign. The cash used in investing activities for the nine months ended September 30, 2022 consisted of the purchase of new testing equipment and engineering software.

During the nine months ended September 30, 2023, cash flows provided by financing activities were $6,304,902, which consisted of $3,557,549 in net proceeds from the sale of shares of our common stock in an at-the-market (“ATM”) offering, $2,677,191 in net proceeds from the issuance and sale of common stock and warrants, and $70,162 in proceeds from the ESPP. During the nine months ended September 30, 2022, cash flows provided by financing activities were $249,705, which consisted of entirely of proceeds from contributions to the ESPP.

Research and development of new technologies is, by its nature, unpredictable. Although we intend to continue our research and undertake development activities, there can be no assurance that our available resources will be sufficient to enable us to generate revenues sufficient to sustain operations.

Furthermore, since we have no committed source of financing, there can be no assurance that we will be able to raise capital as and when we need it to continue our operations.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

As used in this report, unless the context otherwise requires the terms “we,” “us,” “our,” and “Energous” refer to Energous Corporation, a Delaware corporation. This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on our current beliefs, expectations and assumptions, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or other comparable terms. All statements in this report, other than statements of historical facts, about our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples include our statements about expectations for revenues, cash flows and financial performance, utilization of our proprietary technology, anticipated results of our development efforts, investments in ICs, timing of regulatory approvals and product launches. Forward-looking statements are not assurances of future performance, but 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 actual results and financial condition to differ materially from what is indicated in the forward-looking statements include, among others: our ability to develop a commercially feasible technology, and timing of customer implementations of that technology in consumer products; timing of regulatory approvals, particularly the Federal Communications Commission’s approval of transmitting power at a distance; our ability to find and maintain development partners; our ability to protect our intellectual property; competition; and other risks and uncertainties described in the Risk Factors and in Management's Discussion and Analysis sections of the periodic reports we file with the SEC. We undertake no obligation to update any written or oral forward-looking statement that we may make, whether as a result of new information, future developments or otherwise.

We have developed a technology called WattUp® that consists of proprietary semiconductor chipsets, software, hardware designs and antennas that enables RF-based charging for electronic devices, providing wire-free charging solutions for contact-based charging as well as at a distance charging, ultimately enabling charging with mobility under full software control. Pursuant to our Strategic Alliance Agreement with Dialog Semiconductor plc (“Dialog”), Dialog will manufacture and distribute integrated circuit products (“ICs”) incorporating our RF-based wire-free charging technology. Dialog will be our exclusive supplier of these ICs for the general market. We believe our proprietary technology can be utilized in a variety of devices, including wearables, hearing aids, earbuds, Bluetooth headsets, Internet of Things (“IoT”) devices, smartphones, tablets, e-book readers, keyboards, mice, remote controls, rechargeable lights, cylindrical batteries, medical devices and any other device with similar charging requirements that would otherwise need a battery or a connection to a power outlet.

We believe our technology is novel in its approach, in that we are developing a solution that charges electronic devices by surrounding them with a focused, three-dimensional radio frequency (“RF”) energy pocket (“RF energy pocket”). We are developing engineering solutions that we expect to enable the wire-free transmission of energy for contact-based applications and for far field applications in a circular charging envelope of up to 15 feet in radius. We are also developing our far field transmitter technology to seamlessly mesh (much like a network of WiFi routers) to form a wire-free charging network that will allow users to charge their devices as they walk from room-to-room or throughout a large space. To date, we have developed multiple transmitter prototypes in various form factors and power capabilities, and multiple receiver prototypes, including smartphone battery cases, toys, fitness trackers, Bluetooth headsets, tracking devices and stand-alone receivers.

When we were first founded, we recognized the need to build and design an enterprise-class network management and control system (“NMS”) that was integral to the architecture and development of our wire-free charging technology. Our NMS system can be scaled up to control an enterprise consisting of thousands of devices or scaled down to work in a home or IoT environment.

The power, distance and mobility capabilities of the WattUp technology were validated independently by an internationally recognized independent testing lab in October 2015, and the results are published on our website.

Our technology solution consists principally of transmitter and receiver ICs and novel antenna designs driven through innovative algorithms and software applications. We submitted our first IC design for wafer fabrication in November 2013 and have since been developing multiple generations of transmitter and receiver ICs, multiple antenna designs, as well as algorithms and software designs that we believe, in the aggregate, will optimize our technology by reducing size and cost, while increasing performance to a level that will enable our technology to be integrated into a broad spectrum of devices. We have developed a “building block” approach which allows us to scale our product implementations by combining multiple transmitter building blocks and/or multiple receiver building blocks to provide the power, distance, size and cost performance necessary to meet application requirements. While the technology is very scalable, in order to provide us the necessary strategic focus to grow effectively, we have defined our market as devices that require 10 watts or less of power to charge. We will continue to invest in IC development as well as in the other components of the WattUp system to improve product performance, efficiency, cost-performance and miniaturization as required to grow the business and expand the ecosystem, while also distancing us from any potential competition.

We believe that if our development, regulatory and commercialization efforts are successful, our transmitter and receiver technology will support a broad spectrum of charging solutions ranging from contact-based charging or charging at distances of a few millimeters (“near field”) to charging at distances of up to 15 feet (“far field”).

In January 2015, we signed a Development and License Agreement with one of the top consumer electronic companies in the world based on total worldwide revenues. The agreement is milestone-based and while there are no guarantees that the WattUp® technology will ever be integrated into our strategic partner’s consumer devices, we have achieved some milestones, as reflected in our 2016 and 2017 Engineering Services revenues. We expect to make continued progress toward achievement of significant new milestones that we expect will result in additional Engineering Services Revenue. Ultimately, if the strategic partner chooses to incorporate our technology into one or more of its consumer electronic products, we expect to recognize significant revenues based on the WattUp® technology.

Throughout 2016 and 2017, we have delivered evaluation kits to potential licensees to allow their engineering and product management departments to test and evaluate our technology. The testing and evaluation kits resulted in shipments of components to customers in the fourth quarter of 2017.

In November 2016, we entered into a Strategic Alliance Agreement with Dialog, pursuant to which Dialog agreed to manufacture and distribute IC products incorporating our wire-free charging technology. Dialog is our exclusive supplier of these products for the general market.

We have implemented an aggressive intellectual property strategy and are continuing to pursue patent protection for new innovations. As of September 30, 2017, we had more than 230 pending patent and provisional patent applications in the United States and abroad. Additionally, the U.S. Patent and Trademark Office has issued us 27 patents and notified us of the allowance of 42 additional patent applications. In addition to the inventions covered by these patents and patent applications, we have identified a significant number of additional specific inventions we believe are novel and patentable. We intend to file for patent protection for the most valuable of these, as well as for other new inventions that we expect to develop. Our strategy is to continually monitor the costs and benefits of each patent application and pursue those that will best protect our business and extend our value proposition.

We have recruited and hired a seasoned management team with both private and public company experience and relevant industry experience to develop and execute our operating plan. In addition, we have identified and hired key engineering resources in the areas of IC development, antenna development, hardware, software and firmware engineering as well as integration and testing which will allow us to continue to expand our technology and intellectual property as well as meet the support requirements of our licensees.

The market for products using our technology is nascent and unproven, so the Company’s success is sensitive to many factors, including technological feasibility, regulatory approval, customer acceptance, competition and global market fluctuations.

We recognize revenue when the following criteria have been met: persuasive evidence of an arrangement exists, services have been rendered, collection of the revenue is reasonably assured, and the fees are fixed or determinable.

We record revenue associated with product development projects that we enter into with certain customers, including one of the top consumer electronic companies in the world. In general, these projects involve complex technology development and milestone-based payments, and our ability to achieve the program milestones is uncertain. Achievement of a milestone depends on our performance and requires customer acceptance. Payments associated with achieving the milestone are generally commensurate with our effort or the value of the deliverable, and are nonrefundable. We record the expenses related to these projects, generally included in research and development expense, in the periods incurred.

At the beginning of a customer relationship, we often receive nonrefundable payments, for which there are no milestones. We recognize this revenue ratably over the initial engineering product development period. We record the expenses related to these projects, which are generally included in research and development expense, in the periods incurred.

~~Revenues.~~ During the three months ended September 30, 2017 and 2016, we recorded revenue of $250,000 and $1,003,973, respectively. The decrease was due to the timing of the achievement of development milestones.

~~Operating Expenses and Loss from Operations.~~ Operating expenses are made up of research and development, sales and marketing and general and administrative expenses. Losses from operations for the three months ended September 30, 2017 and 2016 were $12,751,623 and $10,128,021, respectively.

~~Research and Development Costs.~~Research and development costs, which include costs for developing our technology, were $8,743,434 and $7,944,465, respectively, for the three months ended September 30, 2017 and 2016. The increase in research and development costs of $798,969 is primarily due to a $1,994,703 increase in compensation, which includes a $1,598,110 increase in stock-based compensation and a $396,594 increase in payroll related compensation, primarily from an increase in headcount within the department, partially offset by a $638,312 decrease in chip design, manufacturing and component costs, a $351,842 decrease in consulting expense and a $245,117 decrease in engineering software expense.

~~Sales and Marketing Costs.~~Sales and marketing costs for the three months ended September 30, 2017 and 2016 were $1,141,852 and $736,751, respectively. The increase in sales and marketing costs of $405,101 is primarily due to an increase of $410,929 in compensation, which includes a $192,446 increase in stock-based compensation, partially offset by a $54,900 decrease in public relations costs due to most public relations duties now being performed internally instead of by an outside firm.

~~General and Administrative Expenses.~~General and administrative expenses include costs for general and corporate functions, including facility fees, travel, telecommunications, insurance, professional fees, consulting fees and other overhead. General and administrative costs for the three months ended September 30, 2017 and 2016 were $3,116,337 and $2,450,778, respectively. The increase in general administrative costs of $665,559 is primarily due to a $917,463 increase in stock-based compensation, partially offset by a $98,842 decrease in other compensation, primarily from lower executive bonus expense incurred, an $87,536 combined decrease in postage, communications and supplies expense and a $77,598 decrease in legal fees and stock registration expense.

~~Interest Income, Net.~~ ~~Interest income for the three months ended September 30, 2017 was $3,375 as compared to interest income of $2,958 for the three months ended September 30, 2016.~~

~~Net Loss.~~ ~~As a result of the above, net loss for the three months ended September 30, 2017 was $12,748,248 as compared to $10,125,063 for the three months ended September 30, 2016.~~

~~Revenues.~~ ~~During the nine months ended September 30, 2017 and 2016, we recorded revenue of $1,124,874 and $1,322,155, respectively.~~

~~Operating Expenses and Loss from Operations.~~ Operating expenses are made up of research and development, sales and marketing and general and administrative expenses. Loss from operations for the nine months ended September 30, 2017 and 2016 were $38,149,015 and $31,215,601, respectively.

~~Research and Development Costs.~~Research and development costs, which include costs for developing our technology, were $25,788,621 and $23,080,918, respectively, for the nine months ended September 30, 2017 and 2016. The increase in research and development costs of $2,707,703 is primarily due to a $5,926,863 increase in compensation, which includes a $4,014,640 increase in stock-based compensation and a $1,912,220 increase in payroll related compensation, primarily from an increase in headcount within the department, and a $373,892 increase in depreciation expense, partially offset by a $2,518,549 decrease in chip design, manufacturing and component costs, a $710,109 decrease in engineering software expense and a $573,215 decrease in consulting expense.

~~Sales and Marketing Costs.~~Sales and marketing costs for the nine months ended September 30, 2017 and 2016 were $3,924,617 and $2,189,995, respectively. The increase in sales and marketing costs of $1,734,622 is primarily due to an increase of $1,398,867 in compensation, which includes a $568,524 in stock-based compensation, and a $243,096 increase in tradeshow expenses, partially offset by a $142,314 decrease in public relations expense.

~~General and Administrative Expenses.~~General and administrative expenses include costs for general and corporate functions, including facility fees, travel, telecommunications, insurance, professional fees, consulting fees and other overhead. General and administrative costs for the nine months ended September 30, 2017 and 2016 were $9,560,651 and $7,266,843, respectively. The increase in general administrative costs of $2,293,808 is primarily due to a $2,528,057 increase in compensation, which includes an increase in stock-based compensation of $2,483,798, and a $113,196 increase in legal and accounting costs, partially offset by minor decreases in other administrative expenses.

~~Interest Income, Net.~~ ~~Interest income for the nine months ended September 30, 2017 was $9,343 as compared to interest income of $9,441 for the nine months ended September 30, 2016.~~

~~Net Loss.~~ ~~As a result of the above, net loss for the nine months ended September 30, 2017 was $38,140,398 as compared to $31,206,160 for the nine months ended September 30, 2016.~~

We incurred net losses of $38,140,398 and $31,206,160 for the nine months ended September 30, 2017 and 2016, respectively. Net cash used in operating activities was $26,887,004 and $24,439,565 for the nine months ended September 30, 2017 and 2016, respectively. We are currently meeting our liquidity requirements through four sales of shares to three different private investors during August 2016, November 2016, December 2016 and July 2017, which raised net proceeds of $49,720,858, and payments received under product development projects.

We believe our current cash on hand, together with anticipated payments to be received under current product development projects and anticipated royalties from chip revenue, together with potential new financing activities including potential sales of stock, will be sufficient to fund our operations through at least one year from the issuance of these unaudited condensed interim financial statements. Potential financing sources could include follow-on equity offerings, debt financing, co-development agreements or other alternatives. Depending upon market conditions, we may choose to pursue additional financing to, among other reasons, accelerate our product development efforts, regulatory activities and business development. On April 24, 2015, we filed a “shelf” registration statement on Form S-3, which became effective on April 30, 2015. The “shelf” registration statement allows us from time to time to sell any combination of debt or equity securities described in the registration statement up to aggregate proceeds of $75,000,000. In November 2015, we consummated an offering under the shelf registration of 3,000,005 shares of common stock through which the Company raised net proceeds of $19,048,456. In August 2016, we sold shares in a private placement in which we raised net proceeds of $19,890,644. In November 2016, we sold shares in a private placement in which we raised net proceeds of $9,925,755. In December 2016, we sold shares in a private placement in which we raised net proceeds of $4,971,912. In July 2017, we sold shares in a private placement in which we raised net proceeds of $14,932,547.

During the nine months ended September 30, 2017, cash flows used in operating activities were $26,887,004, consisting of a net loss of $38,140,398, less non-cash expenses aggregating $13,533,580 (representing principally stock-based compensation of $12,472,870 and depreciation expense of $999,396), a $101,000 increase in accounts receivable, a $2,537,833 decrease in accounts payable, a $209,179 decrease in accrued expenses and a $102,823 decrease in deferred revenue, partially offset by a $654,654 decrease in prepaid expenses and other current assets. During the nine months ended September 30, 2016, cash flows used in operating activities were $24,439,565, consisting of a net loss of $31,206,160, less non-cash expenses aggregating $6,095,109 (representing principally stock-based compensation of $5,405,908 and depreciation expense of $628,613), a $625,000 increase in accounts receivable, a $484,284 increase in prepaid and other current assets, partially offset by a $948,700 increase in accounts payable from the timing of invoice payments, a $717,002 increase in accrued expenses and a $112,245 increase in deferred revenue.

During the nine months ended September 30, 2017 and 2016, cash flows used in investing activities were $515,147 and $858,455, respectively. The cash used in investing activities for the nine months ended September 30, 2017 primarily consisted of the purchase of laboratory equipment and engineering software, offset by $2,800 in proceeds from the sales of property and equipment. The increase for the nine months ended September 30, 2016 consisted of the purchase of laboratory equipment and building fixtures.

During the nine months ended September 30, 2017, cash flows provided by financing activities were $16,367,373, which consisted of $14,932,547 in net proceeds from the sale of shares to Dialog, $738,552 in proceeds from the exercise of stock options and $696,274 in proceeds from contributions to the employee stock purchase program (“ESPP”). During the nine months ended September 30, 2016, cash flows provided by financing activities were $20,381,701, which consisted of $19,890,660 in net proceeds from the sale of stock in a private placement with an investor, $533,005 in proceeds from contributions to the ESPP and $270,716 in proceeds from the exercise of stock options, offset by $266,217 in shares withheld to cover payroll taxes on vested RSUs and $46,463 in shares withheld to cover payroll taxes on vested PSUs.

Research and development of new technologies is, by its nature, unpredictable. Although we will undertake development efforts with commercially reasonable diligence, there can be no assurance that our available resources will be sufficient to enable us to develop our technology to the extent needed to create future revenues to sustain our operations.

We cannot assure that our technology will be adopted, that we will ever earn revenues sufficient to support our operations, or that we will ever be profitable. Furthermore, since we have no committed source of financing, there can be no assurance that we will be able to raise capital as and when we need it to continue our operations.

~~As of September 30, 2017, we did not have any off-balance sheet transactions.~~

~~A table of our specified contractual obligations was provided in the~~~~Management’s Discussion and Analysis of Financial Condition and Results of Operation~~ of our most recent Annual Report on Form 10-K. There were no material changes outside the ordinary course of our business in the specified contractual obligations during the three and nine months ended September 30, 2017.

There has been no material change in our exposure to market risk during the ~~nine~~three months ended September 30, ~~2017. Please refer to~~2023. See "Quantitative and Qualitative Disclosures about Market Risk" ~~contained~~ in Part II, Item 7A of our Form 10-K for the year ended December 31, ~~2016~~2022 for a discussion of our exposure to market risk.

We have established disclosure controls and procedures to ensure that material information relating to us is made known to the officers who certify our financial reports and the ~~board of directors.~~Board.

Based on their evaluation as of September 30, ~~2017,~~2023, our principal executive and principal financial ~~and accounting~~ officers have concluded that these disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of September 30, ~~2017~~2023 to provide reasonable assurance that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in ~~Securities and Exchange Commission~~the SEC’s rules and forms and that information required to be disclosed by us in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

For the quarter ended September 30, ~~2017,~~2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business or financial ~~conditions.~~condition. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time.

We are subject to many risks that may harm our business, prospects, results of operations and financial condition. This discussion highlights some of the risks that might adversely affect our future operating results in material ways. We believe these are the risks and uncertainties that are the most important ones we face. We cannot be certain that we will successfully address these risks, and if we are unable to address them, our business may not grow, our stock price may suffer and you could lose the value of your investment in the Company. Other risks and uncertainties that we do not currently recognize as material risks, or that are similar to risks faced by other companies in our industry, may also impair our business, prospects, results of operations and financial condition. The risks discussed below include forward-looking statements, and our actual results may differ substantially from what is in these forward-looking statements.

We have no history of generating meaningful product revenue, and we may never achieve or maintain profitability.

We have a limited operating history upon which investors may rely in evaluating our business and prospects. We have generated limited revenues to date, and as of September 30, 2023, we had an accumulated deficit of approximately $377 million. Our ability to generate revenues and achieve profitability will depend on our ability to execute our business plan, complete the development and approval of our technology, incorporate the technology into products that customers wish to buy, and, if necessary, secure additional financing. There can be no assurance that our technology will be adopted widely, that we will ever earn revenues sufficient to support our operations, or that we will ever be profitable. Furthermore, there can be no assurance that we will be able to raise capital as and when we need it to continue our operations. If we are unable to raise sufficient additional capital, we may be required to delay, reduce or severely curtail our research and development or other operations, which could have a material adverse effect on our business, operating results, financial condition, long-term prospects and ability to continue as a viable business. If we are unable to generate revenues of sufficient scale to cover our costs of doing business, our losses will continue and we may not achieve profitability, which could negatively impact the value of your investment in our securities.

We will need additional financings 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 the remaining effects of COVID-19, regional conflicts around the world, increases in inflation, 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, 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 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.

Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure. The U.S. capital markets have experienced and continue to experience extreme volatility and disruption. Inflation rates in the U.S. significantly increased in 2022 resulting in federal action to increase interest rates, adversely affecting capital markets activity. 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, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred. 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.

We may not be able to develop all the features we seek to include in our technology.

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 all the features we are targeting, and our inability to do so may limit the appeal of our technology to consumers.

We may be unable to demonstrate the commercial feasibility of the full capability of our technology.

We have developed both commercial products and working prototypes that use our technology at differing power levels and charging distances, but additional research and development is required to realize the potential of our technology for applications at increasing power levels and distances that can be successfully integrated into commercial products. Research and development of new technologies is, by its nature, unpredictable. We could encounter unanticipated technical problems, the inability to identify products utilizing our technology that will be in demand with customers, getting our technology designed into those products, designing new products for manufacturability, regulatory hurdles and achieving acceptable price points for final products. Although we intend to undertake development efforts with commercially reasonable diligence, there can be no assurance that our available resources will be sufficient to enable us to develop our technology to the extent needed to create future revenues to sustain our operations.

Our technology must satisfy customer expectations and be suitable for use in consumer applications. Any delays in developing our technology that arise from factors of this sort would aggravate our exposure to the risk of having inadequate capital to fund the research and development needed to complete development of these products. Technical problems leading to delays 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 the Company. If we fail to develop practical and economical commercial products based on our technology, our business may fail and you could lose all or part of the value of your investment in our stock.

Expanding our business operations as we intend will impose new demands on our financial, technical, operational and management resources.

To date we have operated primarily in the research and development phase of our business. If we are successful in commercializing our product offerings, we will need to expand our business operations, which will impose new demands on our financial, technical, operational and management resources. If we do not upgrade our technical, administrative, operating and financial control systems, or if unexpected expansion difficulties arise, including issues relating to our research and development activities, then retention of experienced scientists,

managers and engineers could become more challenging and have a material adverse effect on our business, results of operations and financial condition.

If products incorporating our technology are launched commercially but do not achieve widespread market acceptance, we will not be able to generate the revenue necessary to support our business.

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 our products:

If we are unable to achieve or maintain market acceptance of our technology, and if related products do not win widespread market acceptance, our business will be significantly harmed.

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

Our strategy depends on our customers developing successful commercial products using our technology and selling them into the retail, industrial, healthcare and smart/home office markets. We need to understand procurement and buying cycles to be successful in licensing our technology. We anticipate it is possible that demand for our technology may vary in different segments of the consumer electronics market, such as hearing aids, wearables, toys, watches, accessories, laptops, tablet, mobile phones and gaming systems. Such consumer markets are often seasonal, with peaks in and around the December holiday season and the August-September back-to-school season. Enterprises and commercial customers may have annual or other budgeting and buying cycles that could affect us, and, particularly if we are designated as a capital improvement project, we may have a long or unpredictable sales cycle.

Future products based on our technology may require the user to purchase additional products to use with existing devices. To the extent these additional purchases are inconvenient or costly, the adoption of our technology under development or other future products could be slowed, which would harm our business.

For rechargeable devices that utilize our receiver technology, the technology may be embedded in a sleeve, case or other enclosure. For example, products such as remote controls or toys equipped with replaceable AA size or other batteries would need to be outfitted with enhanced batteries and other hardware enabling the devices to be rechargeable by our system. In each case, an end user would be required to retrofit the device with a receiver and may be required to upgrade the battery technology used with the device (unless, for example, compatible battery technology and a receiver are built into the device). These additional steps and expenses may offset the convenience of our products for users and discourage customers from licensing our technology. Such factors may inhibit adoption of our technology, which could harm our business. We have not developed an enhanced battery for use in devices with our technology, and our ability to enable use of our technology with devices that require an enhanced battery will depend on our ability to develop a commercial version of such a battery that could be manufactured at a reasonable cost. If a commercially practicable enhanced battery of this nature is not developed, our business could be harmed, and we may need to change our strategy and target markets.

Laboratory conditions differ from field conditions, which could reduce the effectiveness of our technology under development or other future products. Failures to move from laboratory to the field effectively would harm our business.

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 consumer use receivers may be obstructed in many different and

unpredictable ways. These conditions may significantly diminish the power received at 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.

We believe that our technology is safe. However, it is possible that we could discover safety issues with our technology or that third-parties may raise concerns relating to RF-based charging in a similar manner as has occurred with some other wireless technologies as they were put into residential and commercial use, such as the safety concerns that were raised by some regarding the use of cellular telephones and other devices to transmit data wirelessly in close proximity to the human body. In addition, while we believe our technology is safe, users of our technology under development or other future products who suffer from medical ailments may blame the use of products incorporating our technology for the triggering or worsening of those ailments, as occurred with a small number of users of cellular telephones. A discovery of safety issues relating to our technology could have a material adverse effect on our business and any legal action against us claiming that our technology caused harm could be expensive, divert management attention and adversely affect us or cause our business to fail, whether or not such legal actions were ultimately successful.

Our industry is subject to intense competition and rapid technological change, which may result in technology that is superior to ours. If we do not keep pace with changes in the marketplace and the direction of technological innovation and customer demands, our technology and products may become less useful or obsolete and our operating results will suffer.

The consumer electronics industry in general, and the charging segments in particular, are subject to intense competition and rapidly evolving technologies. Because products incorporating our technology are expected to have long development cycles, we must anticipate changes in the marketplace and the direction of technological innovation and customer demands. To compete successfully, we will need to demonstrate the advantages of our products and technologies over established alternatives and other emerging methods of power delivery. Traditional wall plug-in recharging remains an inexpensive alternative to our technology. Directly competing technologies such as inductive charging, magnetic resonance charging, conductive charging, ultrasound and other yet unidentified solutions may have greater consumer acceptance than the technology we have developed. Furthermore, some competitors may have greater resources than we have and may be better established in the market than we are. We cannot be certain which other companies may have already decided to or may in the future choose to enter our markets. For example, consumer electronics products companies may invest substantial resources in wireless power or other recharging technologies and may decide to enter our target markets. Successful developments of competitors that result in new approaches for recharging could reduce the attractiveness of our products and technologies or render them obsolete.

Our future success will depend in large part on our ability to establish and maintain a competitive position in current and future technologies. Rapid technological development may render our technology or future products based on our technology obsolete. Many of our competitors have more corporate, financial, operational, sales and marketing resources than we have, as well as more experience in research and development. We cannot assure you that our competitors will not develop or market technologies that are more effective or commercially attractive than our products or that would render our technologies and products obsolete. We may not have the financial resources, technical expertise, marketing, distribution or support capabilities to compete successfully in the future. Our success will depend in large part on our ability to maintain a competitive position with our technologies.

If our technology does not compete well based on these or other factors, our business could be materially and adversely harmed.

It is difficult and costly to protect our intellectual property and our proprietary technologies, and we may not be able to ensure their protection.

Our success depends significantly on our ability to obtain, maintain and protect our proprietary rights to the technologies used in products incorporating our technologies. Patents and other proprietary rights provide uncertain protections, and we may be unable to protect our intellectual property. For example, we may be unsuccessful in defending our patents and other proprietary rights against third party challenges. If we do not have the resources to defend our intellectual property, the value of our intellectual property and our licensed technology will decline. In addition, some companies that integrate our technology into their products may acquire rights in the technology that limit our business or increase our costs. If we are not successful in protecting our intellectual property effectively, our financial results may be adversely affected and the price of our common stock could decline.

We depend upon a combination of patent, trade secrets, copyright and trademark laws to protect our intellectual property and technology.

We rely on a combination of patents, trade secrets, copyright and trademark laws, nondisclosure agreements and other contractual provisions and technical security measures to protect our intellectual property rights. These measures may not be adequate to safeguard our technology. If they do not protect our rights adequately, third parties could use our technology, and our ability to compete in the market would be reduced. Although we are attempting to obtain patent coverage for our technology where available and where we believe appropriate, there are aspects of the technology for which patent coverage may never be sought or received. We may not possess the resources to or may not choose to pursue patent protection outside the United States or any or every country other than the United States where we may eventually decide to sell our future products. Our ability to prevent others from making or selling duplicate or similar technologies will be impaired in those countries in which we would have no patent protection. Although we have patent applications on file in the United States and elsewhere, the patents might not issue, might issue only with limited coverage, or might issue and be subsequently successfully challenged by others and held invalid or unenforceable.

Similarly, even if patents are issued based on our applications or future applications, any issued patents may not provide us with any competitive advantages. Competitors may be able to design around our patents or develop products that provide outcomes comparable or superior to ours. Our patents may be held invalid or unenforceable as a result of legal challenges or claims of prior art by third parties, and others may challenge the inventorship or ownership of our patents and pending patent applications. In addition, if we secure protection in countries outside the United States, the laws of some foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States. In the event a competitor infringes upon our patent or other intellectual property rights, enforcing those rights may be difficult and time consuming. Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could be expensive and time consuming and could divert our management’s attention. We may not have sufficient resources to enforce our intellectual property rights or to defend our patents against a challenge.

Our strategy is to deploy our technology into the market by licensing patent 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.

The policies we use to protect our trade secrets might not be effective in preventing misappropriation of our trade secrets by others. In addition, confidentiality agreements executed by our customers, employees, consultants and advisors might not be enforceable or might not provide meaningful protection for our trade secrets or other proprietary information ~~set forth~~in the event of unauthorized use or disclosure. Litigating a trade secret claim is expensive and time consuming, and the outcome is unpredictable. Moreover, our competitors may independently develop equivalent knowledge methods and know-how. If we are unable to protect our intellectual property rights, we may be unable to prevent competitors from using our own inventions and intellectual property to compete against us, and our business may be harmed.

We may be subject to patent infringement or other intellectual property lawsuits that could be costly to defend.

Because our industry is characterized by competing intellectual property, we may become involved in litigation based on claims that we have violated the intellectual property rights of others. Determining whether a product infringes a patent involves complex legal and factual issues, and the outcome of patent litigation actions is often uncertain. No assurance can be given that third party patents containing claims covering our products, parts of our products, technology or methods do not exist, have not been filed, or could not be filed or issued. Because of the number of patents issued and patent applications filed in our technical areas or fields (including some pertaining specifically to wireless charging technologies), our competitors or other third parties have currently and may in the future assert that our products and technology and the methods we employ in the use of our products and technology are covered by United States or foreign patents held by them. In addition, because patent applications can take many years to issue and because publication schedules for pending applications vary by jurisdiction, there may be applications now pending which may result in issued patents that our technology under development or other future products would infringe. Also, because the claims of published patent applications can change between publication and patent grant, there may be published patent applications that may ultimately issue with claims that we infringe. There could also be existing patents that one or more of our technologies, products or parts may infringe and of which we are unaware. As the number of competitors in the market for wire-free power and alternative recharging solutions increases, and as the number of patents issued in this ~~report, you should carefully consider~~area grows, the ~~factors discussed~~possibility of patent infringement claims against us increases. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations.

If we become subject to a patent infringement or other intellectual property lawsuit and if the relevant patents or other intellectual property are upheld as valid and enforceable and we are found to have infringed or violated the terms of a license to which we are a party, we could be prevented from selling any infringing products of ours unless we could obtain a license or were able to redesign the product to avoid infringement. If we are unable to obtain a license or successfully redesign, we might be prevented from selling our technology under ~~“Risk Factors”~~development or other future products. If there is a determination that we have infringed the intellectual property rights of a competitor or other person, we may be required to pay damages, pay a settlement, or pay ongoing royalties, or be enjoined. In these circumstances, we may be unable to sell our products or license our technology at competitive prices or at all, and our business and operating results could be harmed.

We could become subject to product liability claims, product recalls, and warranty claims that could be expensive, divert management’s attention and harm our business.

Our business exposes us to potential liability risks that are inherent in the marketing and sale of products used by consumers. 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. 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.

In addition, if a product that we or a strategic partner design is defective, whether due to design or manufacturing defects, improper use of the product or other reasons, we or our strategic partner may be required to notify regulatory authorities and/or to recall the product. A required notification to a regulatory authority or recall could result in an investigation by regulatory authorities into the products incorporating our technology, which could in turn result in required recalls, restrictions on the sale of such products or other penalties. The adverse publicity resulting from any of these actions could adversely affect the perceptions of our customers and potential customers. These investigations or recalls, especially if accompanied by unfavorable publicity, could result in our ~~annual report~~incurring substantial costs, losing revenues and damaging our reputation, each of which would harm our business.

We collect, process, store and transmit substantial amounts of information, including information about our customers. We take steps to protect the security and integrity of the information we collect, process, store and transmit, but there is no guarantee that inadvertent or unauthorized use or disclosure will not occur or that third parties will not gain unauthorized access to this information despite such efforts. Security breaches, computer malware, computer hacking attacks and other compromises of information security measures have become more prevalent in the business world and may occur on ~~Form 10-K~~our systems or those of our vendors in the future. Large Internet companies and websites have from time to time disclosed sophisticated and targeted attacks on portions of their websites, and an increasing number have reported such attacks resulting in breaches of their information security. We and our third-party vendors are at risk of suffering from similar attacks and breaches. Although we take steps to maintain confidential and proprietary information on our information systems, these measures and technology may not adequately prevent security breaches and we rely on our third-party vendors to take appropriate measures to protect the security and integrity of the information on those information systems. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched against us, we may be unable to anticipate or prevent these attacks. In addition, a party that is able to illicitly obtain a customer’s identification and password credentials may be able to access our customer’s accounts and certain account data.

We rely on email and other electronic means of communication to connect with our existing and potential customers. Our customers may be targeted by parties using fraudulent spoofing and phishing emails to misappropriate passwords, payment information or other personal information or to introduce viruses through Trojan horse programs or otherwise through our customers’ computers, smartphones, tablets or other devices. Despite our efforts to mitigate the effectiveness of such malicious email campaigns through product improvements, spoofing and phishing may damage our brand and increase our costs.

Any actual, perceived or suspected security breach or other compromise of our security measures or those of our third-party vendors, whether as ~~filed with~~a result of hacking efforts, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering or otherwise, could harm our reputation and business, damage our brand and make it harder to retain existing customers or acquire new ones, require us to expend significant capital and other resources to address the ~~Securities~~breach, and ~~Exchange Commission on March 16, 2017. These factors~~result in a violation of applicable laws, regulations or other legal obligations. We could also be exposed to a risk of loss or litigation and potential liability under laws, regulations and contracts that protect the privacy and security of personal information. Our insurance policies may not be adequate to reimburse us for direct losses caused by any such security breach or indirect losses due to resulting customer attrition. Any of these events or circumstances could materially adversely affect our business, financial condition ~~liquidity,~~and operating results.

If we are not able to secure advantageous license agreements for our technology, our business and results of operations will be adversely affected.

We pursue the licensing of our technology as a primary means of revenue generation. Creating a licensing business relationship often takes substantial effort, as we expect to have to convince the counterparty of the efficacy of our technology, meet design and manufacturing requirements, satisfy marketing and product needs, and comply with selection, review, and contracting requirements. There can be no assurance that we will be able to gain access to potential licensing partners, or that they will ultimately decide to integrate our technology with their products. We may not be able to secure license agreements with customers on advantageous terms, and the timing and volume of revenue earned from license agreements will be outside of our control. If the license agreements we enter into do not prove to be advantageous to us, our business and results of operations will be adversely affected.

Domestic and international regulators may deny approval for our technology, and future legislative or regulatory changes may impair our business.

Our charging technology involves power transmission using RF energy, which is subject to regulation by the Federal Communications Commission (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 a RF band that is also used for Wi-Fi routers and other wireless consumer electronics, and we also design it to operate at different frequencies 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 forthcoming. 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.

We are highly dependent on key members of our executive management team. Our inability to retain these individuals could impede our business plan and growth strategies, which could have a negative impact on our business and the value of your investment.

Our ability to implement our business plan depends, to a critical extent, on the continued efforts and services of a very small number of key executives. If we lose the services of any of the key members of our executive management team, we could be required to expend significant time and money in the pursuit of replacements, which may result in a delay in the implementation of our business plan and plan of operations. If necessary, we can give no assurance that we could find satisfactory permanent replacements for these individuals at all or on terms that would not be unduly expensive or burdensome to us. We do not currently carry any key-person life insurance that would help us recoup our costs in the event of the death or disability of any of these executives.

Our success and growth depend on our ability to attract, integrate and retain high-level engineering talent.

Because of the highly specialized and complex nature of our business, our success depends on our ability to attract, hire, train, integrate and retain high-level engineering talent. Competition for such personnel is intense because we compete for talent against many large profitable companies and our inability to adequately staff our operations with highly qualified and well-trained engineers could render us less efficient and impede our ability to develop and deliver a commercial product. Further, in recent years, the increased availability of hybrid or remote working arrangements has expanded the pool of companies that can compete for our employees and employment candidates. Such a competitive market could put upward pressure on labor costs for engineering talent. We may incur significant costs to attract and retain highly qualified talent, and we may lose new employees to our competitors or other technology companies before we realize the benefit of our investment in recruiting and training them. Volatility or lack of performance in our stock price may also affect our ability to attract and retain qualified personnel.

We are subject to risks associated with our utilization of engineering consultants.

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 failure 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 are a “smaller reporting company,” and the reduced disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors.

We are a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a “smaller reporting company,” and have either: (i) a public float of less than $250 million or (ii) annual revenues of less than $100 million during the most recently completed fiscal year and a public float of less than $700 million. As a “smaller reporting company,” we are subject to reduced disclosure obligations in our SEC filings compared to other issuers, including with respect to disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Until such time as we cease to be a “smaller reporting company,” such reduced disclosure in our SEC filings may make it harder for investors to analyze our operating results and financial prospects.

If some investors find our common stock less attractive as a result of any choices to reduce future disclosure we may make, there may be a less active trading market for our common stock and our stock price may be more volatile.

If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our financial reports.

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls. Although our management has determined that our internal control over financial reporting was effective as of September 30, 2023, we cannot assure you that we will not identify any material weakness in our internal control in the future.

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, or 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 which could adversely affect our business.

In addition, our internal control over financial reporting will not prevent or detect all errors and fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

Investing in our common stock involves a high degree of risk. As an investor, you might never recoup all, or even part of, your investment and you may never realize any return on your investment. You must be prepared to lose all your investment.

The market price of our common stock has fluctuated significantly since our initial public offering in 2014. The price of our common stock is likely to continue to fluctuate significantly in response to many factors that are beyond our control, including:

We have not paid dividends in the past and have no immediate plans to pay dividends.

We plan to reinvest all of our earnings, to the extent we have earnings, in order to market our products and technology and to cover operating costs and to otherwise become and remain competitive. We do not plan to pay any cash dividends with respect to our securities in the foreseeable future. We cannot assure you that we would, at any time, generate sufficient surplus cash that would be available for distribution to the holders of our common stock as a dividend.

We expect to continue to incur significant costs as a result of being a public reporting company and our management will be required to devote substantial time to meet our compliance obligations.

As a public reporting company, we incur significant legal, accounting and other expenses. We are subject to reporting requirements of the Exchange Act and rules subsequently implemented by the SEC that require us to establish and maintain effective disclosure controls and internal controls over financial reporting, as well as some specific corporate governance practices. Our management and other personnel are expected to devote a substantial amount of time to compliance initiatives associated with our public reporting company status. Those costs will increase significantly if we cease to qualify as a smaller reporting company.

We may be subject to securities litigation, which is expensive and could divert management attention.

Our stock price has fluctuated in the past, reacting to news such as our past announcements of FCC approvals and it may be volatile in the future. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation, and we may be the target of litigation of this sort in the future. Securities litigation is costly and can divert management attention from other business concerns, which could seriously harm our business and the value of your investment in our company.

Our ability to use Federal net operating loss carry forwards to reduce future tax payments may be limited if our taxable income does not reach sufficient levels.

As of December 31, 2022, we had Federal net operating loss (“NOL”) carry forwards of approximately $273,056,000. 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 September 30, 2023, based on our history of operating losses it is possible that a portion of our NOLs will not be fully realizable.

Our charter documents and Delaware law may inhibit a takeover that stockholders consider favorable.

Provisions of our certificate of incorporation and bylaws, and applicable Delaware law, may delay or discourage transactions involving an actual or potential change in control or change in our management, including

transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. The provisions in our certificate of incorporation and bylaws:

In addition, Section 203 of the Delaware General Corporation Law may limit our ability to engage in any business combination with a person who beneficially owns 15% or more of our outstanding voting stock unless certain conditions are satisfied. This restriction lasts for a period of three years following the share acquisition. These provisions may have the effect of entrenching our management team and may deprive you of the opportunity to sell your shares to potential acquirers at a premium over prevailing prices. This potential inability to obtain a control premium could reduce the price of our common stock.

Our warrants that are accounted for as liabilities and the changes in value of our warrants could have a material effect on the market price of our common stock or our financial results.

We account for the 2023 Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. Such guidance provides that, because the 2023 Warrants do not meet the criteria for equity treatment thereunder, each 2023 Warrants must be recorded as a liability. Accordingly, we classify each 2023 Warrants as a liability at its fair value. This liability is 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 is 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 consolidated financial statements and results of operations may fluctuate quarterly based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on the 2023 Warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock.

If we fail to comply with the requirements for continued listing on Nasdaq, our common stock will be subject to delisting. Our ability to publicly or privately sell equity securities and the liquidity of our common stock could be adversely affected if our common stock is delisted.

The continued listing standards of Nasdaq require, among other things, that the minimum bid price of a listed company’s stock be at or above $1.00. If the closing minimum bid price is below $1.00 for a period of more than 30 consecutive trading days, the listed company will fail to be in compliance with Nasdaq’s listing rules and, if it does not regain compliance within the grace period, will be subject to delisting. As previously reported, on January 20, 2023, we received a notice from the Nasdaq Listing Qualifications Department notifying us that for 30 consecutive trading days, the bid price of our common stock had closed below the minimum $1.00 per share requirement. In accordance with Nasdaq’s listing rules, we were afforded a grace period of 180 calendar days, or until July 19, 2023, to regain compliance with the bid price requirement. In order to regain compliance, the bid price of our common stock must close at a price of at least $1.00 per share for a minimum of 10 consecutive trading days.

On July 20, 2023, Nasdaq notified us that we did not regain compliance by July 19, 2023, but that Nasdaq had granted us an additional 180-day period to regain compliance because we met the continued listing requirement for market value of publicly held shares and all other applicable Nasdaq listing requirements (other than the minimum closing bid price requirement) and we provided written notice to Nasdaq of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split. On August 15, 2023, we executed a reverse stock split of our common stock at a ratio of 1-for-20. As a result of the reverse stock split, on August 30, 2023 we received notification from the Nasdaq Listing Qualifications Staff that we were in compliance with its minimum bid price requirement and the matter was closed.

If our common stock is delisted from Nasdaq and is not eligible for quotation or listing on another market or exchange, our common stock will be subject to “penny stock” rules and trading of our shares of common stock could be conducted only in the over-the-counter market or on an electronic bulletin board established for unlisted securities. Delisting from Nasdaq could adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities.

Adverse macroeconomic conditions, natural disasters or reduced technology spending could adversely affect our business, operating results, and financial condition.

Our business depends on the overall demand for our technology and on the economic health of our current and prospective 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 disruptions, rising interest rates and inflation, low spending environments, geopolitical instability, warfare and uncertainty, weak economic conditions in certain regions or a reduction in technology spending regardless of macroeconomic conditions, including as a result of the remaining effects of COVID-19 and 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 and services 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.

There has been recent turmoil in the global banking system. For example, on March 10, 2023, Silicon Valley Bank (“SVB”), was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”), as receiver for SVB. Additionally, in May 2023, the FDIC took control of First Republic Bank (“First Republic”). While the FDIC has since stated that all depositors of SVB will be made whole and JPMorgan Chase & Co. (“JPMorgan”) has since acquired a substantial amount of assets and certain liabilities of First Republic, there is no guarantee that the federal government would similarly guarantee all depositors in the event of future bank closures. While the Company does not have a banking relationship with SVB or First Republic, continued instability and turmoil in the global banking system may negatively impact us or our customers, including our customers’ ability to pay for our products, and adversely impact our business and financial condition. Moreover, such events, in addition to the global macroeconomic conditions discussed above, may cause further turbulence and uncertainty in the capital markets. Further deterioration of the global macroeconomic environment and any regulatory action taken in response thereto may adversely affect our business, operating results, and financial condition.

Further, natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce, and the global economy, and thus could have an adverse effect on us. Our business operations are also subject to interruption by fire, power shortages, flooding, and other events beyond our control. In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, cyberattack, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in development of our platform, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results. Climate change could result in an increase in the frequency or severity of such natural disasters. For example, our corporate offices are located in California, a state that frequently experiences earthquakes, wildfires, heatwaves and droughts.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. There can be no assurance that analysts will continue to cover us or provide favorable coverage. If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our ~~actual results~~stock price or trading volume to ~~differ materially from our historical results contemplated by any forward-looking statements contained in this report.~~decline.

Item 2. ~~Recent~~ Sales of Unregistered Securities; Use of ~~Proceeds from Registered~~Proceeds; and Issuer Purchases of Equity Securities

~~On July 5, 2017, we issued 976,139 shares of our common stock and a warrant to purchase up to 654,013 shares of common stock to Dialog as part of a private placement investment.~~

The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder) as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.

The exhibits required to be filed as a part of this report are listed in the Exhibit Index.

+ This certification isshall not be deemed ~~not filed~~“filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that ~~section,~~Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

*This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

~~Delaware~~	~~46-1318953~~
Delaware		46-1318953
(State of incorporation)		(I.R.S. Employer Identification No.)


	As of
	September 30, 2023			December 31, 2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	16,578,659		$	26,287,293
Accounts receivable, net		120,198			143,353
Inventory		199,616			105,821
Prepaid expenses and other current assets		896,253			827,551
Total current assets		17,794,726			27,364,018

Property and equipment, net		388,505			429,035
Operating lease right-of-use assets		1,411,930			1,959,869
Total assets	$	19,595,161		$	29,752,922
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	768,941		$	900,765
Accrued expenses		1,672,936			1,790,414
Accrued severance expense		202,946			416,516
Warrant liability		450,000			–
Operating lease liabilities, current portion		696,573			705,894
Deferred revenue		24,341			29,727
Total current liabilities		3,815,737			3,843,316

Operating lease liabilities, long-term portion		739,767			1,264,131
Total liabilities		4,555,504			5,107,447

Commitments and contingencies
Stockholders’ equity:
Preferred Stock, $0.00001 par value, 10,000,000 shares authorized at September 30, 2023 and December 31, 2022; no shares issued or outstanding at September 30, 2023 and December 31, 2022.		–			–
Common Stock, $0.00001 par value, 200,000,000 shares authorized at September 30, 2023 and December 31, 2022; 5,046,994 and 3,947,267 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively.		925			789
Additional paid-in capital		392,476,298			387,319,985
Accumulated deficit		(377,437,566	)		(362,675,299	)
Total stockholders’ equity		15,039,657			24,645,475
Total liabilities and stockholders’ equity	$	19,595,161		$	29,752,922

	As of
	September 30, 2017			December 31, 2016
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	20,223,859		$	31,258,637
Accounts receivable		250,500			149,500
Prepaid expenses and other current assets		719,931			1,374,585
Prepaid rent, current		80,784			80,784
Total current assets		21,275,074			32,863,506

Property and equipment, net		1,724,500			2,209,475
Prepaid rent, non-current		76,864			137,452
Other assets		32,512			48,507
Total assets	$	23,108,950		$	35,258,940

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,169,930		$	4,707,763
Accrued expenses		1,658,816			1,867,995
Deferred revenue		29,136			131,959
Total current liabilities		3,857,882			6,707,717

Commitments and contingencies

Stockholders’ equity
Preferred Stock, $0.00001 par value, 10,000,000 shares authorized at September 30, 2017 and December 31, 2016; no shares issued or outstanding		-			-
Common Stock, $0.00001 par value, 50,000,000 shares authorized at September 30, 2017 and December 31, 2016; 22,162,643 and 20,367,929 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively.		220			202
Additional paid-in capital		181,915,820			153,075,595
Accumulated deficit		(162,664,972	)		(124,524,574	)
Total stockholders’ equity		19,251,068			28,551,223
Total liabilities and stockholders’ equity	$	23,108,950		$	35,258,940

	Common Stock				Additional Paid-in			Accumulated			Total Stockholders'
	Shares		Amount		Capital			Deficit			Equity

Balance at January 1, 2017		20,367,929	$	202	$	153,075,595		$	(124,524,574	)	$	28,551,223

Stock-based compensation - stock options		-		-		738,599			-			738,599

Stock-based compensation - restricted stock units ("RSUs")		-		-		9,865,351			-			9,865,351

Stock-based compensation - employee stock purchase plan ("ESPP")		-		-		266,398			-			266,398

Stock-based compensation - performance share units ("PSUs")		-		-		1,601,160			-			1,601,160

Stock-based compensation - deferred stock units ("DSUs")		-		-		1,362			-			1,362

Issuance of shares for RSUs		590,536		6		(6	)		-			-

Issuance of shares for DSUs		14,953		-		-			-			-

Exercise of stock options		159,855		2		738,550			-			738,552

Cashless exercise of warrants		19,611		-		-			-			-

Shares purchased from contributions to the ESPP		33,620		-		696,274			-			696,274

Issuance of shares and warrants in a private placement, net of issuance costs of $67,388		976,139		10		14,932,537			-			14,932,547

Net loss		-		-		-			(38,140,398	)		(38,140,398	)

Balance, September 30, 2017 (unaudited)		22,162,643	$	220	$	181,915,820		$	(162,664,972	)	$	19,251,068


	Common Stock					Additional Paid-in			Accumulated			Total Stockholders'
	Shares			Amount		Capital			Deficit			Equity
Balance at January 1, 2023		3,947,267		$	789	$	387,319,985		$	(362,675,299	)	$	24,645,475
Stock-based compensation - options		–			–		21,095			–			21,095
Stock-based compensation - restricted stock units ("RSUs")		–			–		476,242			–			476,242
Stock-based compensation - employee stock purchase plan ("ESPP")		–			–		24,740			–			24,740
Issuance of shares for RSUs		9,347			2		(2	)		–			–
Proceeds from contributions to the ESPP		–			–		65,134			–			65,134
Issuance of shares in an at-the-market ("ATM") placement, net of $68,637 in issuance costs		182,511			37		2,674,660			–			2,674,697
Issuance of shares in a sale of common stock, net of $3,166,139 in issuance costs and fair value of liability warrant		412,500			83		133,778			–			133,861
Net loss		–			–		–			(6,652,507	)		(6,652,507	)
Balance at March 31, 2023 (unaudited)		4,551,625		$	911	$	390,715,632		$	(369,327,806	)	$	21,388,737
Stock-based compensation - options		–			–		21,330			–			21,330
Stock-based compensation - RSUs		–			–		455,695			–			455,695
Stock-based compensation - performance share units ("PSUs")		–			–		10,601			–			10,601
Stock-based compensation - ESPP		–			–		16,267			–			16,267
Issuance of shares for RSUs		34,075			7		(7	)		–			–
Proceeds from contributions to the ESPP		16,341			3		1,532			–			1,535
Net loss		–			–		–			(3,995,166	)		(3,995,166	)
Balance at June 30, 2023 (unaudited)		4,602,041		$	921	$	391,221,050		$	(373,322,972	)	$	17,898,999
Stock-based compensation - options		–			–		21,564			–			21,564
Stock-based compensation - RSUs		–			–		341,443			–			341,443
Stock-based compensation - PSUs		–			–		4,488			–			4,488
Stock-based compensation - ESPP		–			–		1,412			–			1,412
Issuance of shares for RSUs		11,249			–		–			–			–
Proceeds from contributions to the ESPP		–			–		3,493			–			3,493
Cash in lieu of fractional shares from reverse stock split		(1,857	)		–		–			–			–
Issuance of shares in an ATM placement, net of $94,218 in issuance costs		435,561			4		882,848			–			882,852
Net loss		–			–		–			(4,114,594	)		(4,114,594	)
Balance at September 30, 2023 (unaudited)		5,046,994		$	925	$	392,476,298		$	(377,437,566	)	$	15,039,657


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer¨	☐	Accelerated filerþ	☐

Non-accelerated filer¨~~(Do not check if smaller reporting company)~~	☑	Smaller reporting company¨	☑

Emerging growth companyþ	☐


PART I - FINANCIAL INFORMATION		3

Item 1. Financial Statements		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		23

Item 3. Quantitative and Qualitative Disclosure About Market Risk	27	28

Item 4. Controls and Procedures		28

PART II -– OTHER INFORMATION	28	29

Item 1. Legal Proceedings	28	29

Item 1A. Risk Factors	28	29

Item 2. ~~Recent~~ Sales of Unregistered Securities; Use of ~~Proceeds from Registered~~Proceeds; and Issuer Purchases of Equity Securities	28	41

Item 3. Defaults Upon Senior Securities	28	41

Item 4. Mine Safety ~~Disclosures.~~Disclosures	28	41

Item 5. Other Information	29	41

Item 6. Exhibits	29	41

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2017		2016		2017		2016
Financing Warrant to purchase common stock		13,889		13,889		13,889		13,889
IPO Warrants to purchase common stock		11,600		13,200		11,600		13,200
Investor Relations Consulting Warrant		-		23,250		-		23,250
Investor Relations Incentive Warrant		-		15,000		-		15,000
Warrant issued to private investors		3,035,688		1,618,123		3,035,688		1,618,123
Options to purchase common stock		1,149,589		1,333,357		1,149,589		1,333,357
RSUs		2,498,037		1,443,529		2,498,037		1,443,529
PSUs		1,153,617		1,070,968		1,153,617		1,070,968
DSUs		-		14,953		-		14,953
Total potentially dilutive securities		7,862,420		5,546,269		7,862,420		5,546,269

For the Years Ended December 31,	Amount
2017 (Three Months)	$	158,279
2018		640,202
2019		457,585
Total	$	1,256,066


	Three Months Ended June 30,
	2022
Stock price	$	25.40
Dividend yield		0	%
Expected volatility		108	%
Risk-free interest rate		1.92	%
Expected life	5.6 years

	Total			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2017		2,052,223		$	11.58
RSUs granted		1,199,897		$	15.12
RSUs forfeited		(163,546	)	$	12.52
RSUs vested		(590,536	)	$	12.07
Outstanding at September 30, 2017		2,498,038		$	13.15

	Performance Share Units (PSUs) Granted During the Nine Months Ended September 30, 2016
Market capitalization	$	102,600,000
Dividend yield		0	%
Expected volatility		75	%
Risk-free interest rate		1.04	%


	Total			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2023		108,251		$	32.67
RSUs granted		40,412			12.81
RSUs forfeited		(10,340	)		28.02
RSUs vested		(54,636	)		32.26
Outstanding at September 30, 2023		83,687		$	23.92

	Nine Months Ended September 30, 2017		Nine Months Ended September 30, 2016
Stock price		$16.08 - $17.59		$8.36 - $12.16
Dividend yield		0%		0%
Expected volatility		56% - 66%		56% - 100%
Risk-free interest rate		0.62% - 1.11%		0.37% - 0.49%
Expected life		6 months		6 months


	Nine Months Ended September 30,
	2023			2022
Stock price	$4.80-16.72			$19.20-$25.00
Dividend yield		0	%		0	%
Expected volatility	59% - 67%			61% - 68%
Risk-free interest rate	4.42% - 5.47%			0.19% - 2.52%
Expected life	6 months			6 months


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016		2023		2022		2023		2022
Stock options	$	246,617	$	296,272	$	738,599	$	842,569	$	21,564	$	21,564	$	63,989	$	53,207
RSUs		3,843,186		1,204,982		9,865,351		3,577,081		341,443		586,652		1,273,380		1,933,301
PSUs		399,867		230,276		1,601,160		673,405		4,488		67,922		15,089		67,922
ESPP		79,046		97,830		266,398		220,546		1,412		22,084		42,419		104,485
DSUs		-		31,337		1,362		92,307
Total	$	4,568,716	$	1,860,697	$	12,472,870	$	5,405,908	$	368,907	$	698,222	$	1,394,877	$	2,158,915

	~~ENERGOUS CORPORATION~~
	~~(Registrant)~~ ENERGOUS CORPORATION
					(Registrant)

Date: November ~~9, 2017~~13, 2023	By:	~~/s/ Stephen R. Rizzone~~	/s/ Cesar Johnston
		~~Name:~~	~~Stephen R. Rizzone~~ Name:	Cesar Johnston
		~~Title:~~	Title:	President and Chief Executive Officer ~~and Director~~
				(Principal Executive Officer)

Date: November ~~9, 2017~~13, 2023	By:	~~/s/ Brian Sereda~~	/s/ Susan Kim-van Dongen
		~~Name:~~	~~Brian Sereda~~ Name:	Susan Kim-van Dongen
		~~Title:~~	~~Senior Vice President and~~ Title:	Interim Chief Financial Officer
				(Principal Financial and Accounting Officer)