What changed in Energous Corp's 2023 10-K compared to 2022?

Across the narrative sections we track, Energous Corp (WATT) added 290 paragraphs, removed 210, and edited 162 between the 2022 and 2023 10-K filings. The biggest movers are Item 1A. Risk Factors (+191/−100), Item 7. Management's Discussion & Analysis (+38/−54), Item 1. Business (+51/−48).

Did Energous Corp add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 191 new/edited paragraphs and 100 removed paragraphs versus the 2022 10-K.

What changed in Energous Corp's MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 38 new/edited paragraphs and 54 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did Energous Corp's Legal Proceedings (Item 3) change in 2023?

Item 3 shows 1 added/edited paragraphs and 1 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this WATT 10-K diff come from?

The source filings are Energous Corp's official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Energous Corp's 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of Energous Corp's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+290 added−210 removedSource: 10-K (2024-03-28) vs 10-K (2023-03-30)

Top changes in Energous Corp's 2023 10-K

290 paragraphs added · 210 removed · 162 edited across 7 sections

Item 1A. Risk Factors+191 / −100 · 88 edited
Item 7. Management's Discussion & Analysis+38 / −54 · 22 edited
Item 1. Business+51 / −48 · 45 edited
Item 5. Market for Registrant's Common Equity+4 / −3 · 2 edited
Item 2. Properties+3 / −2 · 2 edited

Item 1. Business

Business — how the company describes what it does

45 edited+6 added−3 removed14 unchanged

2022 filing

2023 filing

Biggest changeWattUp PowerBridges share a number of technical characteristics with Wi-Fi routers in that: (1) both devices operate in the airwaves in the unlicensed industrial, scientific and medical bands, (2) both devices owe their success to the utility and convenience they bring to the consumer, (3) both devices rely on antennas, and (4) both devices “pair” or provide hand off capabilities which allow for networks to provision large sites. 6 Receiver Target Markets We believe there are many potential uses for our receiver technology, including: • IOT devices including asset trackers, sensors, retail displays, security devices • Smart Home, Medical, Industrial, and other Sensors • ESLs • Logistics and asset tracking tags and sensors • Peripheral devices such as computer mice and keyboards • Remote controls • Rechargeable lights • Gaming consoles and controllers • Hearing aids • Rechargeable batteries • Automotive accessories • Smart textiles • Wearables • Medical devices This list is meant to be illustrative only; we cannot guarantee that we will address any of these markets, and we may decide to address a market that is not on the list.

Biggest changeReceiver Target Markets We believe there are many potential uses for our receiver technology, including: • IOT devices including asset trackers, sensors, retail displays, security devices • Smart home, medical, industrial, and other sensors • ESLs • Logistics and asset tracking tags and sensors • Peripheral devices such as computer mice and keyboards • Remote controls • Gaming consoles and controllers • Hearing aids • Rechargeable batteries • Automotive accessories • Smart textiles • Wearables • Medical devices This list is meant to be illustrative only; we cannot guarantee that we will address any of these markets, and we may decide to address a market that is not on the list.

It has the ability to transmit power at distances up to ~11 inches (30cm) which can be increased with the use of resonance repeaters It also has more flexibility of placement than magnetic induction. Energy Harvesting. There are multiple companies looking at harvesting energy that may be present in certain environments.

It has the ability to transmit power at distances up to ~11 inches (30cm) which can be increased with the use of resonance repeaters It also has more flexibility of placement than magnetic induction. 4 Energy Harvesting. There are multiple companies looking at harvesting energy that may be present in certain environments.

The public can obtain any documents that we file with the SEC at www.sec.gov. Copies of each of our filings with the SEC can also be viewed and downloaded free of charge at our website, https://ir.energous.com/, after the reports and amendments are electronically filed with or furnished to the SEC.

Laser charging technology uses very short wavelengths of light to create a collimated beam that maintains its size over distance, using what is described as distributed resonance to deliver power to an optical receiver. 5 Our Target Markets We categorize our target markets as transmitter markets and receiver markets.

Laser charging technology uses very short wavelengths of light to create a collimated beam that maintains its size over distance, using what is described as distributed resonance to deliver power to an optical receiver. Our Target Markets We categorize our target markets as transmitter markets and receiver markets.

For our technology to become a ubiquitous solution for charging at-a-distance, we intend to pursue an ecosystem strategy for our technology, engaging not only potential customers for our transmitter, receiver and power amplifier IC’s but also their upstream and downstream value chain partners.

For our technology to become a ubiquitous solution for charging at-a-distance, we intend to pursue and build an ecosystem strategy, engaging not only potential customers for our transmitter, receiver, and power amplifier IC’s but also their upstream and downstream value chain partners.

Our management and employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. 8 Seasonality The industrial markets in which we are involved have minimal seasonal impact.

Our management and employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. Seasonality The industrial markets in which we are involved have minimal seasonal impact.

We intend to continue to evaluate our target markets and choose new markets based on factors including (but not limited to) time-to-market, market size and growth, and the strength of our value proposition for a specific application. Our Intellectual Property Our most valuable asset is our intellectual property. This includes U.S. and foreign patents, patent applications and know-how.

We intend to continue to evaluate our target markets and identify new markets based on factors including (but not limited to) time-to-market, market size and growth, and the strength of our value proposition for a specific application. Our Intellectual Property Our most valuable asset is our intellectual property. This includes U.S. and foreign patents, patent applications and know-how.

We believe our transmitter target market can be divided into three distinct applications for our technology: • Stand-alone transmitters that are either sold independently or bundled as part of a pairing with WattUp-enabled receiver devices; • Transmitters that are integrated into third party industrial, medical and enterprise devices; and • Transmitters that could be integrated into Bridge and Wi-Fi routers to form a single device that provides both connectivity and wire-free power for a particular area.

We believe our transmitter target market can be divided into three distinct applications for our technology: • Stand-alone transmitters that are either sold independently or bundled as part of a pairing with wireless power technology-enabled receiver devices; • Transmitters that are integrated into third party industrial, medical and enterprise devices; and • Transmitters that can be integrated into Bridge and Wi-Fi routers to form a single device that provides both connectivity and wire-free power for a particular area.

We endeavor to: • Build multiple integrated circuits (“ICs”) to advance our technology; • Develop, license and manufacture a complete transmitter solution to enable wireless power network growth; • Develop reference designs to reduce early adopter risks, enable easier integration at lower costs and foster adoption; • Continue to build additional value by converging networking, power and data to provide smarter vertical solutions in the retail, industrial, healthcare and smart/home office markets through our WattUp PowerBridge products designed for powering next generation IoT.

We endeavor to: • Build multiple integrated circuits (“ICs”) to advance our technology; • Develop, license, and manufacture a complete transmitter system solution to enable wireless power network growth; • Develop reference designs to reduce early adopter risks, enable easier integration at lower costs, and foster adoption; • Continue to build additional value by converging networking, power, and data to provide smarter vertical solutions in the retail, industrial, healthcare, and logistic markets through our PowerBridge products designed for powering next generation IoT.

WattUp Far Field Transmitters: Transmitters based on WattUp Far Field technology, which we refer to as the WattUp PowerBridge, are expected to provide low power charging for multiple devices with the capability of extending the range through the deployment of multiple WattUp PowerBridges.

Far Field Transmitters: Transmitters based on the Energous Far Field technology, which we refer to as the Wireless PowerBridge, are expected to provide low power charging for multiple devices with the capability of extending the range through the deployment of multiple PowerBridges.

We have implemented an aggressive intellectual property strategy and are continuing to pursue patent protection for new innovations. As of March 10, 2023, the Energous IP portfolio contained over 200 issued patents organized along five (5) critical paths to implementation that we believe a competitor may have to navigate to commercialize wireless power technology.

We have implemented an aggressive intellectual property strategy and are continuing to pursue patent protection for new innovations. As of March 1, 2024, the Energous IP portfolio contained over 250 issued patents organized along five (5) critical paths to implementation that we believe a competitor may have to navigate to commercialize wireless power technology.

Energous has received Part 15 and Part 18 FCC approvals for WattUp enabled products and has received regulatory approvals from many international agencies. 7 Current FCC Approvals for WattUp Technology FCC ID Description Grant Date 2ADNG-MLA1599 Digital Transmission System Bluetooth Accessory 2.4GHz 12/30/2014 2ADNG-MT100 Close Coupled 5.8 GHz Charger Pad 05/24/2016 2ADNG-NF130 RF Wireless Charger and Receiver 5.8 GHz 05/02/2017 2ADNG-NF130 Digital Transmission System for Bluetooth 2.4 GHz 05/02/2017 2ADNG-MS300 Wireless Charger 913 MHz 12/26/2017 2ADNG-MS300 Digital Transmission System for Bluetooth 2.4 GHz 12/26/2017 2ADNG-MS300A WPT Client Device 913 MHz 01/05/2018 2ADNG-MS300A Digital Transmission System WPT Client Device with BLE 2.4 GHz 01/05/2018 2ADNG-NF230 RF Wireless Charger 918 MHz 04/09/2018 2ADNG-NF230 Digital Transmission System for Bluetooth 2.4 GHz 04/09/2018 2ADNG-NF330 RF Wireless Charger 918MHz 07/29/2019 2ADNG-NF330 Digital Transmission System for Bluetooth 2.4 GHz 07/29/2019 2ADNG-MS550 RF Wireless Charger 918MHz 04/21/2020 2ADNG-MS550 Digital Transmission System for Bluetooth 2.4 GHz 04/21/2020 2ADNG-MS550 RF Wireless Charger 918MHz 09/30/2020 2ADNG-MS550 Digital Transmission System for Bluetooth 2.4 GHz 09/30/2020 2ADNG-VN15 RF Wireless Charger 918MHz 10/19/2021 2ADNG-VN15 Digital Transmission System for Bluetooth 2.4 GHz 10/19/2021 2ADNG-VN1810 RF Wireless Charger 918MHz 11/30/2021 2ADNG-VN1810 Digital Transmission System for Bluetooth 2.4 GHz 11/30/2021 2ADNG-VN25 RF Wireless Charger 918MHz 01/14/2022 2ADNG-VN25 Digital Transmission System for Bluetooth 2.4 GHz 01/14/2022 2ADNG-VN55 RF Wireless Charger 918MHz 06/02/2022 2ADNG-VN55 Digital Transmission System for Bluetooth/Zigbee 2.4 GHz 06/02/2022 2ADNG-VN1820 RF Wireless Charger 918MHz 08/10/2022 2ADNG-VN1820 Digital Transmission System for Bluetooth 2.4 GHz 08/10/2022 As of December 31, 2022, we announced completion of the regulatory process for our WattUp PowerBridge wireless charging technology in US, Canada, Europe,India, China, UK, Korea, Australia and New Zealand, for unlimited distance wireless charging.

Current FCC Approvals for Energous Technology FCC ID Description Grant Date 2ADNG-MLA1599 Digital Transmission System Bluetooth Accessory 2.4GHz 12/30/2014 2ADNG-MT100 Close Coupled 5.8 GHz Charger Pad 05/24/2016 2ADNG-NF130 RF Wireless Charger and Receiver 5.8 GHz 05/02/2017 2ADNG-NF130 Digital Transmission System for Bluetooth 2.4 GHz 05/02/2017 2ADNG-MS300 Wireless Charger 913 MHz 12/26/2017 2ADNG-MS300 Digital Transmission System for Bluetooth 2.4 GHz 12/26/2017 2ADNG-MS300A WPT Client Device 913 MHz 01/05/2018 2ADNG-MS300A Digital Transmission System WPT Client Device with BLE 2.4 GHz 01/05/2018 2ADNG-NF230 RF Wireless Charger 918 MHz 04/09/2018 2ADNG-NF230 Digital Transmission System for Bluetooth 2.4 GHz 04/09/2018 2ADNG-NF330 RF Wireless Charger 918MHz 07/29/2019 2ADNG-NF330 Digital Transmission System for Bluetooth 2.4 GHz 07/29/2019 2ADNG-MS550 RF Wireless Charger 918MHz 04/21/2020 2ADNG-MS550 Digital Transmission System for Bluetooth 2.4 GHz 04/21/2020 2ADNG-MS550 RF Wireless Charger 918MHz 09/30/2020 2ADNG-MS550 Digital Transmission System for Bluetooth 2.4 GHz 09/30/2020 2ADNG-VN15 RF Wireless Charger 918MHz 10/19/2021 2ADNG-VN15 Digital Transmission System for Bluetooth 2.4 GHz 10/19/2021 2ADNG-VN1810 RF Wireless Charger 918MHz 11/30/2021 2ADNG-VN1810 Digital Transmission System for Bluetooth 2.4 GHz 11/30/2021 2ADNG-VN25 RF Wireless Charger 918MHz 01/14/2022 2ADNG-VN25 Digital Transmission System for Bluetooth 2.4 GHz 01/14/2022 2ADNG-VN55 RF Wireless Charger 918MHz 06/02/2022 2ADNG-VN55 Digital Transmission System for Bluetooth/Zigbee 2.4 GHz 06/02/2022 2ADNG-VN1820 RF Wireless Charger 918MHz 08/10/2022 2ADNG-VN1820 Digital Transmission System for Bluetooth 2.4 GHz 08/10/2022 2ADNG-VN55 RF Wireless Charger 918MHz 11/14/2023 2ADNG-VN55 Digital Transmission System for Bluetooth/Zigbee 2.4 GHz 11/14/2023 As of December 31, 2023, we announced completion of the regulatory process for our PowerBridge wireless charging technology in US, Canada, Europe, India, China, UK, Korea, Australia and New Zealand, for unlimited distance wireless charging.

Transmitters Integrated into Third Party Devices: The “building block” core architecture developed for the WattUp technology is suited to a broad range of third party devices in both industrial and consumer markets.

Transmitters Integrated into Third Party Devices: The “building block” core architecture developed for the wireless power network technology is suited to a broad range of third-party devices in both industrial and consumer 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.

We believe our technology is innovative in its approach, in that we are developing solutions that charge IoT devices using RF technology. To date, we have developed and released to production multiple transmitters and receivers, including prototypes and partner production designs.

As of March 20, 2023, products integrating WattUp® technology had received international regulatory approvals over 110 countries. Manufacturing As a fabless semiconductor company in the research and development stage, we foresee our manufacturing strategy to follow an outsourced manufacturing process. We are engaged with contract manufacturing partners in the United States and internationally.

As of March 1, 2024, products integrating this technology had received international regulatory approvals in over 110 countries. 7 Manufacturing As a fabless semiconductor company in the research and development stage, we foresee our manufacturing strategy to follow an outsourced manufacturing process. We are engaged with contract manufacturing partners in the United States and internationally.

We expect that WattUp PowerBridge transmitters will have the ability to broadcast wireless power to WattUp enabled receiving devices for charging. WattUp PowerBridge transmitters may play a significant role in the charging of low power IoT devices– such as ESLs, RF tags, security cameras and IoT sensors.

We expect that our PowerBridge transmitter systems will have the ability to broadcast wireless power to wireless power enabled receiving devices for charging. PowerBridge transmitters may play a significant role in the charging of low power IoT devices– such as ESLs, RF tags, and IoT sensors.

Human Capital As of March 20, 2023, we had 43 full-time employees, 33 of whom are Engineers. None of these employees are covered by a collective bargaining agreement, and we believe our relationship with our employees is good. We also employ consultants, including technical advisors, on an as-needed basis for their technical expertise.

Human Capital As of March 1, 2024, we had 37 full-time employees, 30 of whom are Engineers. None of these employees are covered by a collective bargaining agreement, and we believe our relationship with our employees is good. We also employ consultants, including technical advisors, on an as-needed basis, for their technical expertise.

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. Our common stock is quoted on The Nasdaq Capital Market under the symbol “WATT”. We were incorporated in Delaware in 2012.

We started shipping our first at-a-distance wireless PowerBridges for commercial IoT applications in the fourth quarter of 2021, and we expect additional wireless power enabled products to be released as we move our business forward. Our common stock is quoted on The Nasdaq Capital Market under the symbol “WATT.” We were incorporated in Delaware in 2012.

We believe the advantages of our WattUp technology including size, cost, mobility, foreign object detection and portability coupled with the unique capability to charge devices both on contact as well as at-a-distance in a fully compatible ecosystem will foster broad adoption of the technology over time. A variety of wireless charging technologies are on the market or under development today.

We believe the advantages of our wireless power network technology - including size, cost, mobility, foreign object detection, and portability - coupled with the unique capability to charge devices both on contact as well as at-a-distance in a fully compatible ecosystem, will foster broad adoption of the technology over time.

We intend to capitalize on our first-to-market advantage and prioritize protection of our intellectual property portfolio, as we believe this strategy will make it less likely that a competing platform will be able to gain a solid foothold in the RF-based wireless charging market and compete with our technology in a meaningful way.

We intend to capitalize on our first-to-market advantage and prioritize protection of our intellectual property portfolio, as we believe this strategy will increase the barrier to entry for a competing platform to gain a solid foothold in the RF-based wireless charging market and compete with our technology in a meaningful way.

First target applications include RF tags, ESLs and IoT sensors; • Partner with leading technology and systems companies; • Provide game-changing benefits to the consumer in terms of utility and convenience; • Develop and execute on a strategy to gain global regulatory approval for ubiquitous unlimited distance charging; and • Support the AirFuel™ Alliance (AFA), which recently announced that AirFuel RF, the radio frequency-based wireless charging technology from AirFuel Alliance, is now an industry standard, underpinning the compatibility of our WattUp technology across vendors and develop a common user experience at the application level.

Our first applications include RF tags, ESLs, and IoT sensors; • Partner with leading technology providers, systems integrators and value-added resellers (“VARs”); • Provide cost effective benefits to customers in terms of utility and convenience; • Develop and execute a strategy to gain global regulatory approval for ubiquitous unlimited distance charging; and • Support the AirFuel Alliance (“AFA”), which recently announced that AirFuel RF, the radio frequency-based wireless charging technology from AirFuel Alliance, is now an industry standard, underpinning the compatibility of our WPNT across a variety of vendors and development of a common user experience at the application level.

We plan to release stand-alone and integrated transmitter technology in three categories: WattUp Near Field Transmitters: Because of its advantages over other forms of contact-based wireless charging, including incorporation into multiple form factors and potential compatibility with future distance transmitters, we expect transmitters using our WattUp Near Field technology to be the first WattUp enabled transmitter products on the market.

Our plan in the future is to integrate our WPNT in third party devices: Near Field Transmitters: Because of its advantages over other forms of contact-based wireless charging, including incorporation into multiple form factors and potential compatibility with future distance transmitters, we expect transmitters using our Near Field wireless power technology to be the first wireless transmitter products on the market.

An award-winning, RF-based, scalable technology, WattUp transforms the way electronic devices are charged and powered. 3 Figure 1 below shows the current IC product line for Energous: Our small form factor antennas and one transmitter to many receivers capabilities represent significant advantages over RF-beamforming transmitters, which are larger, and higher cost wireless power technology implementations.

Figure 1 below shows the current IC product line for Energous: Our small form factor antennas and one transmitter to multiple receivers capabilities produce significant advantages over RF-beamforming transmitters, which are larger, and higher cost wireless power technology implementations.

Magnetic resonance is similar to magnetic induction, as it uses magnetic coils to transmit energy. This technology uses coils that range in size depending on the power levels being transmitted.

Products utilizing magnetic induction have been available for 10+ years in products such as rechargeable electronic toothbrushes. Magnetic Resonance. Magnetic resonance is similar to magnetic induction, as it uses magnetic coils to transmit energy. This technology uses coils that range in size depending on the power levels being transmitted.

Transmitter Target Markets Transmitters are devices that broadcast RF energy that can be accessed by WattUp-enabled receivers in consumer electronics.

Transmitter System Target Markets Transmitters are devices that broadcast RF energy that can be accessed by WPNT enabled receivers for IoT applications.

We are subject to continuing risks and uncertainties in connection with the current macroeconomic environment, including as a result of inflation and rising interest rates, geopolitical factors, including the ongoing conflict between Russia and Ukraine and the responses thereto, supply chain disruptions and the remaining effects of the COVID-19 pandemic.

We are subject to continuing exposure relating to the current macroeconomic environment, including inflation and rising interest rates, geopolitical factors, including the ongoing conflict between Russia and Ukraine as well as in the Middle East and the responses thereto and supply chain disruptions.

We showed charging receiver device interoperability by simultaneously powering RF tags from Wiliot controlled by their Sensing as a Service Cloud Software, ESL tags using e-Peas devices, an IoT Device using Atmosic’s BLE chips, and network edge computing, driven by Syntiant’s Artificial Intelligence voice recognition technology all of which were managed by WattUp Software . 4 Figure 2 below shows the block diagram for our 1W WattUp PowerBridge Transmitter Our Competition Competing methods for charging battery-powered devices include wall plug-in charging, inductive charging, magnetic resonance charging and more.

We demonstrated charging receiver device interoperability by simultaneously powering RF tags from Wiliot controlled by their Sensing as a Service Cloud Software, ESL tags using e-Peas devices, an IoT Device using Atmosic’s BLE chips, and network edge computing, driven by Syntiant’s Artificial Intelligence voice recognition technology, all of which were managed by our WPNT Software .

WattUp PowerBridges: We see the combination of wireless power router and the wireless bridges as a natural integration point and a synergistic application of both technologies. WattUp PowerBridges provide the bridge to Wi-Fi, 5G and other Wide Area network technologies while also providing wireless power to in-range receiver devices.

PowerBridges provide the bridge to Wi-Fi, 5G and other Wide Area network technologies while also providing wireless power to in-range receiver devices.

For example, the WattUp transmit technology could be integrated into a WiFi router on the ceiling of a manufacturing floor or hospital ward providing both internet connectivity and wireless power to any devices within range.

For example, the wireless power transmitter technology could be integrated into a Wi-Fi router on the ceiling of a manufacturing floor or hospital ward, providing both internet connectivity and wireless power to any devices within range. 5 PowerBridges: We see the combination of wireless power routers and wireless bridges as a natural integration point and a synergistic application of both technologies.

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. 1 The first end product featuring our technology entered the market in 2019.

The transmitters vary based on form factor and power specifications and frequencies, while the receivers are designed to support a myriad of wireless charging applications, including: Device Type Application RF Tags Cold Chain, Asset Tracking, Medical IoT IoT Sensors Cold Chain, Logistics, Asset Tracking Electronic Shelf Labels Retail and Industrial IoT 1 The first end product featuring our technology entered the market in 2019.

Item 1. Business Overview We have developed our WattUp® wireless power technology, consisting of semiconductor chipsets, software controls, hardware designs and antennas, that enables radio frequency- (“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.

Item 1. Business Overview We have developed our wireless power networks technology (“WPNT”), consisting of semiconductor chipsets, software controls, hardware designs and antennas, that enable radio frequency (“RF”) based charging for Internet of Things (“IoT”) devices.

Our current generation ICs have significantly reduced the size and cost of both transmitter technology and our receiver technology, and products under development are designed to further reduce size and cost. In addition, our ICs are designed for both lower-power and higher-power applications, efficiency and faster synchronization, while working within the constraints of multiple international regulatory environments.

To engage with potential customers of the WattUp IC’s, we offer the Evaluation Kits consisting of a transmitter and a receiver along with the enabling software to allow potential strategic partners to test the technology in their labs. The kits form a base “building block” component that is scalable to meet the needs of specific applications.

To engage with potential customers, we offer several evaluation kits consisting of a transmitter and a receiver along with a custom software application (“WattUp”), allowing potential strategic partners to test the technology in their labs.

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 universe of Internet of Things (“IoT”) applications.

Our WPNT 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 WPNTs will facilitate the deployment of the growing universe of IoT applications.

We continue to work with regulatory bodies to establish processes, standards and spectrum allocation to ensure devices incorporating WattUp technology can secure required domestic and international approvals. As part of the regulatory approval process, devices incorporating the WattUp technology must obtain approvals under FCC Part 15 and/or FCC Part 18 in the U.S., depending on the specific application.

As part of the regulatory approval process, devices incorporating our technology must obtain approvals under FCC Part 15 and/or FCC Part 18 in the U.S., depending on the specific application. Energous has received Part 15 and Part 18 FCC approvals our products and has received regulatory approvals from many international agencies.

These competitive technologies fall into the following categories: Inductive Coil Charging. Inductive coil charging uses a magnetic coil to create resonance, which can transmit energy over very short distances. Essentially this is a contact technology whereby the transmitter and receiver need to be closely aligned to charge.

A variety of wireless charging technologies are on the market or under development today. These competitive technologies fall into the following short-range categories: Inductive Coil Charging. Inductive coil charging uses a magnetic coil to create resonance, which can transmit energy over very short distances.

So long as we make the business decision to continue paying maintenance and/or annuity fees, our issued patents have terms that would not expire earlier than 2030.

So long as we make the business decision to continue paying maintenance and/or annuity fees, our issued patents have terms that would not expire earlier than 2030. 6 Government Regulation Our wire-free charging technology involves the transmission of power using RF energy, which is subject to regulation by the FCC, international regulators and may be subject to regulation by other federal, state, local and international agencies.

Power is delivered as a function of coil size (the larger the coil, the more power), and coils must be directly paired (one receiver coil to one transmitter coil = directly coupled pair). Products utilizing magnetic induction have been available for 10+ years in products such as rechargeable electronic toothbrushes. Magnetic Resonance.

Essentially this is a contact technology whereby the transmitter and receiver need to be closely aligned to charge. Power is delivered as a function of coil size (the larger the coil, the more power), and coils must be directly paired (one receiver coil to one transmitter coil = directly coupled pair).

We also demonstrated the world’s first battery-free CO2 sensor in partnership with Sensirion and a full battery-free sensor for lighting application targeting vertical farming in partnership with ams Osram. We also upgraded our IoT Wireless power network connecting Juniper Mist WiFi Access Points to multiple WattUp PowerBridge transmitters at 1W and 5W.

We also demonstrated the world’s first battery-free CO2 sensor in partnership with Sensirion, a leader in sensor technology, and a full battery-free sensor for a lighting application targeting vertical farming in partnership with ams Osram AG, a global leader in intelligent sensors and emitters.

We are developing processes and support capabilities to assist potential customers as they evaluate the technology and develop specific designs to incorporate it. 2 To validate our technology, we originally sought out customers that were smaller, more nimble early adopters with relatively short product cycles , with the aim of ship ping fully integrated WattUp enabled devices to the consumer as quickly as possible.

The kits form a base “building block” component that is scalable to meet the needs of specific applications. 2 To validate our technology, we originally engaged with customers that were smaller, more nimble early adopters with relatively short product cycles, with the aim of shipping fully integrated WPNT devices to customers as quickly as possible.

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 areas of RF tags, electronic shelf labeling (“ESL”) and IoT sensors for the retail, industrial, healthcare and smart home/office markets.

According to Statista 2024, the number of IoT connected devices worldwide is forecasted to grow to 29.4 billion units by 2030. The initial IoT applications we are targeting are RF tags for asset tracking and cold chain applications, electronic shelf labeling (“ESL”), and IoT sensors for retail, industrial, healthcare, and logistics markets.

To our knowledge, almost all consumer electronics equipped with a rechargeable battery come bundled with a charging method, such as a power cord.

Figure 2 below shows the block diagram for our 1W WattUp PowerBridge Transmitter Our Competition Competing methods for charging battery-powered devices include wall plug-in charging, inductive charging, magnetic resonance charging and more. To our knowledge, almost all consumer electronics equipped with a rechargeable battery come bundled with a charging method, such as a power cord.

In 2022 we continued to leverage the growing ecosystem of investments made by a number of IoT leaders. While participating at the CES 2023, we demonstrated the world’s first smart football in partnership with Catapult.

While exhibiting at the CES 2023, we demonstrated the world’s first smart football in partnership with Catapult, a global sports science and analytics company.

Since we are developing a new electronics charging paradigm, we expect many operational details of our strategy to continue to evolve as our technology matures, engineering breakthroughs occur and new partner collaborations are formed. Impact of Current Global Economic Conditions on Our Business Uncertainty in the global economy presents significant risks to our business.

Impact of Current Global Economic Conditions on Our Business Uncertainty in the global economy presents significant risks to our business.

At the same time, we began to engage with larger, top tier customers with the ability to ship WattUp enabled consumer and IoT devices in mass quantities. We are also engaged with companies that have much longer product cycles in multiple vertical markets.

As the market and our technology reaches a more mature phase, we are now engaging larger, top-tier customers able to use our WPNT in mass quantities. We are also working with companies with much longer product cycles in multiple vertical markets to integrate our technology into a cost-effective strategic solution specific to their respective use cases.

Removed

We believe that the COVID-19 pandemic delayed adoption of our technology by potential customers who have experienced workforce and supply chain disruptions, and who continue to evaluate their future prospects and business models, including partnerships with us. Further delays in the adoption of our current or future products could result from the ongoing pandemic and other macroeconomic events.

Added

Our Technology Our award-winning, RF-based, scalable WPNT enables wireless charging, ranging from contact-based applications to at-a-distance applications, that charge over the air, transforming the way electronic devices are charged and powered.

Removed

At times, certain of our outsourcing partners, component suppliers and logistical service providers have experienced disruptions, resulting in supply shortages that have affected and may continue to affect our sales. Similar disruptions could occur in the future. Our Technology Our WattUp® technology enables wireless charging ranging from contact-based applications to at-a-distance applications, which charge over the air.

Added

In addition, our ICs are designed for both lower-power and higher-power applications, efficiency and faster synchronization, while working within the constraints of multiple international regulatory environments. 3 In 2023 we continued to leverage the growing ecosystem of investments made by a number of IoT leaders.

Removed

Government Regulation Our wire-free charging technology involves the transmission of power using RF energy, which is subject to regulation by the FCC, international regulators and may be subject to regulation by other federal, state, local and international agencies. Our technology has been tested against U.S. and international safety requirements which has consistently demonstrated that our technology is safe.

Added

During 2023, we also upgraded our IoT WPNT, connecting Juniper Mist WiFi Access Points to multiple PowerBridge transmitters at 1W, 2W, and 5W.

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To date we have released stand-alone transmitters in both near field and far field applications.

Added

PowerBridges share a number of technical characteristics with Wi-Fi routers in that: (1) both devices operate in the airwaves in the unlicensed industrial, scientific and medical bands, (2) both devices owe their success to the utility and convenience they bring to the consumer, (3) both devices rely on antennas, and (4) both devices “pair” or provide hand off capabilities which allow for networks to provision large sites.

Added

Our technology has been tested against U.S. and international safety requirements which has consistently demonstrated that our technology is safe. We continue to work with regulatory bodies to establish processes, standards and spectrum allocation to ensure devices incorporating our technology can secure required domestic and international approvals.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

88 edited+103 added−12 removed80 unchanged

2022 filing

2023 filing

Biggest changeThe price of our common stock is likely to continue to fluctuate significantly in response to many factors that are beyond our control, including: • regulatory announcements; • actual or anticipated variations in our operating results; • general economic, industry and market conditions, including increases in inflation or fluctuating interest rates and disruptions to global supply chains, and perceptions of future economic growth prospects in the economy at large; • terrorist acts, acts of war or periods of widespread civil unrest, such as the ongoing conflict between Russia and the Ukraine and the response thereto; • natural disasters and other calamities, including global pandemics such as the COVID-19 pandemic; • changes in the economic performance and/or market valuations of other technology companies; • our announcements of significant strategic partnerships, regulatory developments and other events; • announcements by other companies in our industry; • articles published or rumors circulated by third parties regarding our business, technology or development partners; • additions or departures of key personnel; and • sales or other transactions involving our capital stock.

Biggest changeThe price of our common stock is likely to continue to fluctuate significantly in response to many factors that are beyond our control, including: • regulatory announcements and approvals; • actual or anticipated variations in our operating results; • general macroeconomic, political, industry and market conditions, including increases in inflation, fluctuating interest rates, volatile global financial markets, the potential of government shutdowns and uncertainty regarding the federal budget and debt ceiling, disruptions to global supply chains and transportation, and perceptions of future economic growth prospects in the economy at large; • recent uncertainty in the global banking sector; • regional conflicts around the world, terrorist acts, acts of war or periods of widespread civil unrest; • natural disasters and other calamities, including global pandemics such as the COVID-19 pandemic; • changes in the economic performance and/or market valuations of other technology companies; • our announcements of significant strategic partnerships, regulatory developments and other events; • announcements, innovations and other developments by other companies in our industry; • articles published or rumors circulated by third parties regarding our business, technology or licensing partners; • additions or departures of key personnel; and • sales or other transactions involving our capital stock.

If we experience a material weakness in our internal controls, we may fail to detect errors in our financial 17 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.

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, ("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.

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. You might lose all or part of your investment. Investing in our common stock involves a high degree of risk.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance 24 that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected. You might lose all or part of your investment. Investing in our common stock involves a high degree of risk.

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 in the event of unauthorized use or disclosure. Litigating a trade secret claim is expensive and time consuming, and the outcome is unpredictable.

In addition, confidentiality and other restrictive 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 in the event of unauthorized use or disclosure. Litigating a trade secret claim is expensive and time consuming, and the outcome is unpredictable.

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 10 losses.

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.

We could become subject to investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional management attention and financial resources which could adversely affect our business. In addition, our internal control over financial reporting will not prevent or detect all errors and fraud.

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.

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 21 parties will not gain unauthorized access to this information despite such efforts.

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.

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.

If we are unable to generate revenues of sufficient scale to cover our costs of doing 11 business, our losses will continue and we may not achieve profitability, which could negatively impact the value of your investment in our securities.

Any actual or suspected security breach or other compromise of our security measures or those of our third-party vendors, whether as a result of hacking efforts, denial-of-service attacks, viruses, malicious software, break- 15 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 breach, and result in a violation of applicable laws, regulations or other legal obligations.

Any actual, perceived or suspected security breach or other compromise of our security measures or those of our third-party vendors, whether as 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 breach, and result in a violation of applicable laws, regulations or other legal obligations.

Rapid technological development may render our technology or future products 12 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.

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.

Our ability to prevent others from making or selling 13 duplicate or similar technologies will be impaired in those countries in which we would have no patent protection.

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.

Our competitive position also depends on our ability to: • generate widespread awareness, acceptance and adoption by the consumer and enterprise markets of our technology under development and future products; • design a product that may be sold at an acceptable price point; • develop new or enhanced technologies or features that improve the convenience, efficiency, safety or perceived safety, and productivity of our technology under development and future products; • properly identify customer needs and deliver new products or product enhancements to address those needs; • limit the time required from proof of feasibility to routine production; • limit the timing and cost of regulatory approvals; • attract and retain qualified personnel; • protect our inventions with patents or otherwise develop proprietary products and processes; and • secure sufficient capital resources to expand both our continued research and development, and sales and marketing efforts.

Our competitive position also depends on our ability to: • generate widespread awareness, acceptance and adoption by the consumer and enterprise markets of our technology under development and future products; • design a product that may be sold at an acceptable price point; • develop new or enhanced technologies or features that improve the convenience, efficiency, safety or perceived safety, and productivity of our technology under development and future products; • properly identify existing and evolving customer needs and deliver new products or product enhancements to address those needs; • limit the time required from proof of feasibility to routine production; • limit the timing and cost of regulatory approvals; • adapt to evolving regulatory requirements; • attract and retain qualified personnel; • protect our inventions with patents or otherwise develop proprietary products and processes; and • secure sufficient capital resources to expand both our continued research and development, and sales and marketing efforts.

Although our management has determined that our internal control over financial reporting was effective as of December 31, 2022, 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.

Although our management has determined that our internal control over financial reporting was effective as of December 31, 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.

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 11 rechargeable by our system.

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 14 other batteries would need to be outfitted with enhanced batteries and other hardware enabling the devices to be rechargeable by our system.

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.

We cannot assure you that our competitors will not develop or market technologies that are more effective, economical or commercially attractive than our products or that would render our technologies and products obsolete. In addition, we may not have the financial resources, technical expertise, marketing, distribution or support capabilities to compete successfully in the future.

As of December 31, 2022, 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.

As of December 31, 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.

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.

In addition, if a product that we or a licensing partner design is defective, whether due to design or manufacturing defects, improper use of the product or other reasons, we or our licensing partner may be required to notify regulatory authorities and/or to recall the product.

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 may 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.

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.

Weak global and regional economic 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.

Weak global and regional macroeconomic conditions, including labor shortages, supply chain and transportation disruptions, rising interest rates and inflation, low spending environments, geopolitical instability, warfare and uncertainty, weak economic conditions in certain regions or a reduction in technology spending regardless of macroeconomic conditions, including as a result of the ongoing conflict between Russia and the Ukraine and the global response thereto, could adversely affect our business, operating results, and financial condition, including resulting in longer sales cycles, a negative impact on our ability to attract and retain new customers or expand our platform or sell additional products 27 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.

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.

Our business depends on the overall demand for our technology and on the economic health of our current and prospective customers and retail consumers generally. In addition, the purchase of our products is often discretionary and may involve a significant commitment of capital and other resources.

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 stock price or trading volume to decline. Item 1B. Unresolved Staff Comments Not applicable.

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 economic conditions or reduced technology spending could adversely affect our business, operating results, and financial condition.

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.

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.

If we are unable to successfully commercialize, including 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.

If we are unable to raise additional capital due to the volatile global financial markets, 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.

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.

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.

For example, if we do not invest in developing and upgrading 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.

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.

A product liability claim, regardless of its merit or eventual outcome, could result in significant legal defense costs and reduced demand for our products. The coverage limits of the insurance policies we may choose to purchase to cover related risks may not be adequate to cover future claims.

The following factors, among others, may affect the level of market acceptance of our products: • the price of products incorporating our technology relative to other products or competing technologies; • user perceptions of the convenience, safety, efficiency and benefits of our technology; • the effectiveness of sales and marketing efforts of our commercialization partners; • the support and rate of acceptance of our technology and solutions with our development partners; • press and blog coverage, social media coverage, and other publicity factors that are not within our control; and • regulatory developments.

The following factors, among others, may affect the level of market acceptance of our products: • the price of products incorporating our technology relative to other products or competing technologies; • the rate of innovation of competing technologies; • user perceptions of the convenience, safety, efficiency and benefits of our technology; • the effectiveness of sales and marketing efforts of our commercialization partners and of our competitors; • the support and rate of acceptance of our technology and solutions with our development partners; • press and blog coverage, social media coverage, and other publicity factors that are not within our control; and • regulatory developments and the failure to obtain any required regulatory approvals for the use of our products or the products of our licensing partners.

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. Such a competitive market could put upward pressure on labor costs for engineering talent.

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.

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. 12 We make significant investments in our products and may be unable to demonstrate the commercial feasibility of the full capability of our technology or achieve profitability.

If necessary, we can give no 16 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.

If it becomes necessary to replace any key executives, 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.

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.

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.

We cannot be certain that we will successfully address these risks and uncertainties, and if we are unable to address them, our business may not grow, our stock price may suffer and you could lose all or part of your investment in us.

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.

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.

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 business is subject to data security risks, including security breaches. We collect, process, store and transmit substantial amounts of information, including information about our customers.

This perception, even if incorrect, could harm our business. Our business is subject to data security risks, including security breaches. We collect, process, store and transmit substantial amounts of information, including information about our customers.

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.

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.

We will likely 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 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, 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.

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.

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.

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.

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.

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.

To date we have operated primarily in the research and development phase of our business. To be successful in commercializing our product offerings, we will need to expand our business operations, which will require us to incur significant expenses before we generate any material revenue and will impose new demands on our financial, technical, operational and management resources.

As of December 31, 2022, we had Federal net operating loss (“NOL”) carry forwards of approximately $273,056,000.

As of December 31, 2023, we had Federal net operating loss (“NOL”) carry forwards of approximately $297,696,000.

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. 14 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 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.

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.

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.

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.

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.

This discussion highlights some of the risks and uncertainties that might adversely affect our business, prospects, results of operations and financial condition in material ways. We believe that these are the most important risks and uncertainties that we face.

Item 1A. R isk Factors 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.

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.

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.

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, weakening exchange rates and other similar effects.

However, the existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, shipping costs, supply shortages, increased costs of labor, labor shortages, weakening exchange rates and other similar effects.

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.

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 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.

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.

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 can be expected to increase as we emerged from emerging growth company status and will increase significantly if we no longer qualify as a smaller reporting company.

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

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.

Even if such measures are effective, any positive impact on our results of operations could be delayed and not immediately apparent. Additionally, because we purchase component parts from our suppliers, we may be adversely impacted by their inability to adequately mitigate inflationary, industry, or economic pressures.

Similarly, 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.

Similarly, even if patents are issued based on our applications or future applications, any issued patents may not provide us with any competitive advantages. There can be no assurance that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology or design around our proprietary rights.

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.

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 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.

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.

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 of these events or circumstances could materially adversely affect our business, financial condition and operating results.

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.

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.

We rely on a combination of patents, trade secrets, copyright and trademark laws in the United States and similar laws in other countries, nondisclosure agreements, noncompetition covenants and other contractual provisions and technical security measures to protect our intellectual property rights and proprietary information.

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.

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.

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.

If we fail to develop practical and economical commercial products based on our technology, or are unable to achieve profitability in commercializing those products, our business may fail and you could lose all or part of the value of your investment in our stock.

Other risks and uncertainties that we have not yet identified, that we do not currently consider to be material, 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.

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.

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.

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.

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.

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 23 investment in recruiting and training them.

Risks Related to Our Technology and Products 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.

Similarly, inflationary pressures may also negatively impact consumer purchasing power, which could result in reduced demand for our products. Risks Related to Our Technology and Products 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.

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.

If we do not maintain a strong portfolio that is applicable to current and future standards, products and services, our future licensing revenues could be negatively impacted. 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 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.

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.

If we fail to regain compliance by July 19, 2023, we may be eligible for a second 180 day compliance period, provided that we, among other things, meet the continued listing requirement for market value of publicly held shares as well as all other standards for initial listing on The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and provide written notice of our intention to cure the bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary.

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.

As a result of current macro economic conditions and general global economic uncertainty (including as a result of the remaining effects of COVID-19, the ongoing conflict between Russia and the Ukraine and the global response thereto, increases in inflation, fluctuating interest rates and disruptions to global supply chains), 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.

As a result of current macroeconomic conditions and general global economic uncertainty (including as a result of the remaining effects of the global health pandemic, 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, labor market shortages and other factors, we do not know whether additional capital will be available when needed, or that, if available, we will be able to obtain additional capital on reasonable terms.

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.

We also cannot guarantee that existing licensing partners will continue their relationships with us. 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 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.

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.

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 a RF-based charging system as a preferred method for charging electronic devices will be crucial to our success.

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. We may successfully complete the technical development of our products, but still fail to develop a commercially successful product.

If our technology does not compete well based on these or other factors, our business could be materially and adversely harmed. Risks Related to Our Intellectual Property and Other Legal Risks It is difficult and costly to protect our intellectual property and our proprietary technologies, and we may not be able to ensure their protection.

Risks Related to Our Intellectual Property and Other Legal Risks 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 our technologies.

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.

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.

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.

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.

Moreover, 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.

There have been recent disruptions and uncertainty 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. On March 12, 2023, Signature Bank was closed by the New York State Department of Financial Services.

This potential inability to obtain a control premium could reduce the price of our common stock. 19 General Risk Factors The price of our common stock may not meet the requirements for continued listing on Nasdaq. If we fail to regain compliance with the minimum listing requirements, our common stock will be subject to delisting.

General Risk Factors • If we fail to comply with the requirements for continued listing on Nasdaq, our common stock will be subject to delisting.

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.

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, which could have a material adverse impact on our financial condition and results of operations.

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. 18 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.

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.

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.

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.

Moreover, events such as the closure of SVB, in addition to global macroeconomic conditions discussed above, may cause further turbulence and uncertainty in the capital markets. Further deterioration of the macroeconomic environmen t and any regulatory action taken in response thereto may adversely affect our business, operating results, 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, which may adversely affect the trading price of our common stock and potentially our results of operations.

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 December 31, 2022, we had an accumulated deficit of approximately $363 million.

We have generated limited revenues to date, and as of December 31, 2023, we had an accumulated deficit of approximately $382 million.

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Item 2. Properties

Properties — owned and leased real estate

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2022 filing

2023 filing

Biggest changeItem 2. Properties In 2014, we entered into a lease agreement for our corporate headquarters located at Northpointe Business Center, 3590 North First Street in San Jose, California. A new lease on this same property was signed in May 2022 for a term of three years starting from October 1, 2022.

Biggest changeItem 2. Pr operties In 2014, we entered into a lease agreement for our corporate headquarters located at Northpointe Business Center, 3590 North First Street in San Jose, California. A new lease on this same property was signed in May 2022 for a term of three years starting from October 1, 2022.

This space, with a total of 21,188 square feet, is used for our headquarters and for research and development efforts. In September 2021, we entered into a lease agreement for office space in Costa Mesa, CA, starting from October 1, 2021, which is utilized by our engineers residing in Southern California and has a total of 1,387 square feet.

This space, with a total of 21,188 square feet, is used for our headquarters and for research and development efforts. In September 2021, we entered into a lease agreement for office space in Costa Mesa, CA, starting from October 1, 2021, which was utilized by our engineers residing in Southern California and had a total of 1,387 square feet.

Added

This lease expired on September 30, 2023 and was not renewed.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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2022 filing

2023 filing

Biggest changeMine Safety Disclosures Not applicable. 21 PART II

Biggest changeMine Saf ety Disclosures Not applicable. 29 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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2022 filing

2023 filing

Biggest changeHolders of Record As of March 20, 2023, there were 10 stockholders of record of our common stock, and we believe we have significantly more beneficial holders of our common stock.

Biggest changeHolders of Record As of March 15, 2024, there were 5 stockholders of record of our common stock, and we believe we have significantly more beneficial owners of our common stock.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our common stock began trading on The Nasdaq Capital Market under the symbol “WATT” on March 31, 2014. Prior to that date, there was no public trading market for our common stock.

Item 5. Market for Registrant’s Common Equity, Related Stoc kholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our common stock began trading on The Nasdaq Capital Market under the symbol “WATT” on March 31, 2014. Prior to that date, there was no public trading market for our common stock.

Removed

Securities Authorized for Issuance under Equity Compensation Plans The information regarding the securities authorized for issuance under our equity compensation plans will be included in an amendment to this Report or incorporated by reference from our Proxy Statement to be filed with the SEC for our 2023 Annual Meeting of Stockholders. Issuer Purchases of Equity Securities None Item 6.

Added

Issuer Purchases of Equity Securities None Unregistered Sales of Equity Securities For the purchase periods ended June 30, 2023 and December 31, 2023, the Company issued an aggregate of 20,336 shares of common stock to employees under the Company’s Employee Stock Purchase Plan.

Added

The shares were issued pursuant to the exemption set forth in Section 4(a)(2) of the Securities Act on the basis that the shares were issued in a transaction not involving any public offering.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

22 edited+16 added−32 removed7 unchanged

2022 filing

2023 filing

Biggest changeThe $ 3,713,384 de crease in sales and marketing expenses is primarily due to a $ 3,364,533 de crease in compensation, consisting of a $ 2,650,885 de crease in stock-based compensation primarily from the recognition of PSU award expense during 2021 and a lower headcount within the department and a $ 713,648 de crease in payroll costs from a lower headcount within the department , a $359,870 decrease in public relations, consulting and third-party services expense, a $225,805 decrease in marketing and promotional expense, a $96,451 decrease in engineering supplies and components used by sales and marketing staff for customer demonstrations, partially offset by a $250,941 increase in tradeshow costs and a $93,720 increase in recruiting expense .

Biggest changeThe $1,032,566 decrease in sales and marketing expenses in 2023 is primarily due to a $366,181 decrease in compensation, consisting of a $286,222 decrease in payroll costs due to a lower headcount within the department and a $79,959 decrease in stock-based compensation, a $188,879 decrease in engineering supplies and components used by sales and marketing staff for customer demonstrations, an $85,280 decrease in tradeshow costs, an $80,720 decrease in recruiting expense, a $65,384 decrease in legal fees, a $61,882 decrease in depreciation, a $53,237 decrease in bad debt expense and a $43,886 decrease in supplies and general office expense.

During 2022, cash flows used in operating activities were $23,636,747, consisting of a net loss of $26,275,260, less non-cash expenses aggregating $3,936,182 (representing principally stock-based compensation of $2,918,817, decrease in right-of-use lease assets of $730,452 and depreciation and amortization expense of 26 $ 246,156 ), a $ 770 , 031 decrease in operating lease liabilities, a $558 ,923 decrease in accrued severanc e , a $305,192 decrease in accounts payable and a $105,821 increase in inventory, partially offset by a $2 6 7,097 increase in accrued expense and a $99,512 decrease in accounts receivable.

During 2022, cash flows used in operating activities were $23,636,747, consisting of a net loss of $26,275,260, less non-cash expenses aggregating $3,936,182 (representing principally stock-based compensation of $2,918,817, decrease in right-of-use lease assets of $730,452 and depreciation and amortization expense of $246,156), a $770,031 decrease in operating lease liabilities, a $558,923 decrease in accrued severance, a $305,192 decrease in accounts payable and a $105,821 increase in inventory, partially offset by a $267,097 increase in accrued expense and a $99,512 decrease in accounts receivable.

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. For the Years Ended December 31, 2022 and 2021 Revenues. During 2022 and 2021, we recorded revenue of $851,321 and $756,793, respectively.

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. For the Years Ended December 31, 2023 and 2022 Revenues. During 2023 and 2022, we recorded revenue of $474,184 and $851,321, respectively.

During 2022, cash flows provided by financing activities were $1,017,620, which consisted of $744,787 in net proceeds from the sale of shares of our common stock to the public in an at-the-market (“ATM”) offering and proceeds from contributions to the ESPP of $272,833.

During 2022, cash flows provided by financing activities were $1,017,620, which consisted of $744,787 in net proceeds from the sale of shares of our common stock pursuant to our ATM offering program and proceeds from contributions to the ESPP of $272,833.

During 2022 and 2021, cash flows used in investing activities were $164,994 and $365,735, respectively. The cash used in 2022 primarily consisted of the purchases of components to build new testing equipment and the purchases of engineering software licenses.

During 2023 and 2022, cash flows used in investing activities were $187,078 and $164,994, respectively. The cash used in 2022 primarily consisted of the purchases of new testing equipment and website redesign. The cash used in 2022 primarily consisted of purchases of components to build new testing equipment and the purchases of engineering software licenses.

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.

Those estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, our observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview 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.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview We have developed our wireless power networks technology (“WPNT”), consisting of semiconductor chipsets, software controls, hardware designs and antennas, that enable radio frequency (“RF”) based charging for Internet of Things (“IoT”) devices.

We are currently meeting our liquidity requirements through the proceeds of securities offerings that raised net proceeds of $27,043,751 during 2021 and $744,787 during 2022, proceeds from contributions to the employee stock purchase plan (“ESPP”), along with payments received from customers.

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 $6,916,775 during 2023, along with proceeds of $94,640 from the sale of stock to our CEO Cesar Johnston during 2023, contributions to the ESPP of $72,930 during 2023 and payments received from customers.

The increase in revenue is primarily from an increase in production-level systems sales volume. Operating 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. Operating expenses for 2022 and 2021 were $27,537,646 and $42,189,578, respectively. Cost of Revenue.

The decrease in revenue in 2023 is primarily due to a decrease in production-level systems sales volume. 32 Expenses. Costs and expenses are made up of cost of revenue, research and development, sales and marketing, general and administrative and severance expense. Operating expenses for 2023 and 2022 were $22,573,929 and $27,537,646, respectively. Cost of Revenue.

Critical Accounting Estimates and Policies The following discussion and analysis of financial condition and results of operations is based upon our financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America.

The Office of the Chair will oversee strategic planning and direction of the Company, working closely with the Board, the senior leadership team, and other stakeholders to deliver the strategic mission of the Company. 31 Critical Accounting Estimates and Policies The following discussion and analysis of financial condition and results of operations is based upon our financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America.

General and Administrative Expenses. General and administrative costs for 2022 and 2021 were $8,078,950 and $9,001,483, respectively.

General and Administrative Expenses. General and administrative costs for 2023 and 2022 were $7,272,464 and $8,078,950, respectively.

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. Impact of Current Global Economic Conditions on Our Business Uncertainty in the global economy presents significant risks to our business.

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

We believe our current cash on hand, together with proceeds from the underwritten offering conducted during the first quarter of 2023 and anticipated revenues (See Note 12 – Subsequent Events), will be sufficient to fund our operations through March 2024.

We believe our current cash on hand, together with the expected sale of common stock through registered offerings and pursuant to our ATM offering program during 2024, implementation of cost and expense reductions and anticipated revenues, will be sufficient to fund our operations through March 2025.

Liquidity and Capital Resources During 2022 and 2021, we recorded revenue of $851,321 and $756,793, respectively. We incurred a net loss of $26,275,260 and $41.427,293 for 2022 and 2021, respectively. Net cash used in operating activities was $23,636,747 and $28,720,389 for 2022 and 2021, respectively.

We incurred a net loss of $19,366,763 and $26,275,260 for 2023 and 2022, respectively. Net cash used in operating activities was $19,248,510 and $23,636,747 for 2023 and 2022, respectively.

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.

The transmitters vary based on form factor and power specifications and frequencies, while the receivers are designed to support a myriad of wireless charging applications including: Device Type Application RF Tags Cold Chain, Asset Tracking, Medical IoT IoT Sensors Cold Chain, Logistics, Asset Tracking Electronic Shelf Labels Retail and Industrial IoT .

Loss from operations for 2022 and 2021 was $26,686,325 and $41,432,785, respectively. Interest Income. Interest income for 2022 was $411,065, compared to $5,492 for 2021, primarily due to higher interest rates for the savings account. Net Loss. As a result of the above, net loss for 2022 was $26,275,260, compared to $41,427,293 for 2021.

Interest income for 2023 was $809,227, compared to $411,065 for 2022, primarily due to higher interest rates for our money market account. Net Loss. As a result of the factors described above, net loss for 2023 was $19,366,763, compared to $26,275,260 for 2022. 33 Liquidity and Capital Resources During 2023 and 2022, we recorded revenue of $474,184 and $851,321, respectively.

To date, we have developed and released to production multiple transmitters and receivers, including prototypes and partner production designs.

During 2021, cash flows provided by financing activities were $27,427,877, which consisted of $27,043,751 in net proceeds from the sale of shares of our common stock to the public in an ATM offering and proceeds from contributions to the ESPP of $384,126. Research and development of new technologies is, by its nature, unpredictable.

During 2023, cash flows provided by financing activities were $7,084,345, which consisted of $4,239,584 in net proceeds from the sale of shares of our common stock pursuant to our ATM offering program, $2,677,191 in net proceeds from the issuance and sale of common stock and warrants in registered offerings, $94,640 in net proceeds from the sale of common stock to the Chief Executive Officer and $72,930 in proceeds from the ESPP.

Cost of revenue was $1,277,565 and $0, respectively, for 2022 and 2021. For 2022, cost of revenue is for production-level systems that are sold to customers. We did not incur any cost of revenue during 2021. Research and Development Expenses. Research and development costs for 2022 and 2021 were $12,497,781 and $20,572,580, respectively.

Cost of revenue was $279,083 and $1,277,565, respectively, for 2023 and 2022. The decrease of $998,482 is primarily due to a decrease in sales volume. Research and Development Expenses. Research and development costs for 2023 and 2022 were $10,810,570 and $12,497,781, respectively.

Sales and marketing expenses for 20 2 2 a nd 20 2 1 were $4,884,959 and $ 8,598,343 , respe ctively.

Sales and Marketing Expenses. Sales and marketing expenses for 2023 and 2022 were $3,852,393 and $4,884,959, respectively.

Removed

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.

Added

The initial IoT applications we are targeting are RF tags for asset tracking and cold chain applications, electronic shelf labeling (“ESL”), and IoT sensors for retail, industrial, healthcare, and logistics markets. We believe our technology is innovative in its approach, in that we are developing solutions that charge IoT devices using RF technology.

Removed

Added

Impact of Current Global Economic Conditions on Our Business Uncertainty in the global economy presents significant risks to our business.

Removed

Added

Recent Developments Effective March 24, 2024, Cesar Johnston is no longer serving as President and Chief Executive Officer of the Company. Mr. Johnston will remain a member of the Company’s Board of Directors. The Board has initiated a search to identify a permanent successor as chief executive officer of the Company.

Removed

Please see Note 3 to our financial statements for a more complete description of our significant accounting policies. 23 Basis of Presentation. The accompanying audited financial statements and footnotes for the years ended December 31, 20 2 2 and 20 2 1 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

Added

In addition, as of March 24, 2024, the Board appointed Mallorie Burak to also serve as interim principal executive officer until the appointment of a permanent replacement chief executive officer for the Company. The Board also established an Office of the Chair, composed of Reynette Au, Chair of the Board, and Ms. Burak.

Removed

GAAP”) and applicable rules and regulations of the SEC regarding financial information. Revenue Recognition. 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: 1. Identify the contract with a customer. 2. Identify the performance obligations in the contract. 3.

Added

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements as well as the reported expenses during the reporting periods.

Removed

Determine the transaction price of the contract. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when the performance obligations are satisfied. We record revenue associated with product development projects that we enter into with certain customers.

Added

Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although we believe that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates. Going Concern.

Removed

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.

Added

ASC 205-40 Presentation of Financial Statements - Going Concern , requires management to assess our ability to continue as a going concern.

Removed

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.

Added

In accordance with this guidance, we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the Financial Statements are issued.

Removed

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. Research and Development. Research and development expenses are charged to operations as incurred.

Added

Determining the extent to which conditions or events raise substantial doubt about our ability to continue as a going concern requires significant judgment and estimation by us. Our significant estimates related to this analysis may include identifying business factors used in the forecasted financial results and liquidity.

Removed

For internally developed patents, all patent application costs are expensed as incurred as research and development expense. Patent application costs, generally legal costs, are expensed as research and development costs until such time as the future economic benefits of such patents become more certain.

Added

We believe that the estimated values used in our going concern analysis are based on reasonable assumptions. However, such assumptions are inherently uncertain and actual results could differ materially from those estimates. Results of Operations Expenses Cost of revenue consists of direct materials, direct labor and overhead for our production-level wireless charging systems.

Removed

Also included in research and development costs are payroll costs and stock-based compensation for employees within the department. We incurred research and development costs of $12,497,781 and $20,572,580 for 2022 and 2021, respectively. Income Taxes .

Added

The $1,687,211 decrease in research and development expenses in 2023 is primarily due to a $476,065 decrease in stock-based compensation from older awards becoming fully expensed prior to the current year, a $368,844 decrease in engineering supplies, components and chip development due to project timing, a $208,929 decrease in consulting and third-party services, a $147,763 decrease in patent legal fees, a $143,700 decrease in recruiting expense, a $101,972 decrease in postage, a $93,430 decrease in regulatory testing and a $77,992 decrease in regulatory legal fees.

Removed

We recognize deferred tax assets and liabilities for the expected future tax consequences of items that have been included in or excluded from our financial statements or tax returns.

Added

The $806,486 decrease in general and administrative expense in 2023 is primarily due to a $722,294 decrease in compensation, consisting of an $432,254 decrease in stock-based compensation primarily due to reduced expense recorded for Board of Directors and executive equity awards and a $290,040 decrease in payroll costs primarily due to the departure of the former Acting Chief Financial Officer during 2023, a $151,844 decrease in recruiting expense, a $144,729 decrease in insurance premiums, a $101,972 decrease in postage, a $62,772 decrease in supplies and general office expense, a $57,258 decrease in training, dues and subscriptions, a $25,285 decrease in travel costs and a $23,110 decrease in Board of Director fees, partially offset by a $263,781 increase in legal fees, a $156,037 increase in investor relations, consulting and third party services expenses, an $83,107 increase in accounting and audit fees and a $41,857 increase in annual meeting expense.

Removed

Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse.

Added

Severance Expense. Severance expense for 2023 and 2022 was $359,419 and $798,391, respectively. During 2023, severance expense was incurred in connection with the resignation of the former Acting Chief Financial Officer and the departure of six other employees.

Removed

For 2022 and 2021, we had $12,954,895 and $13,820,144, respectively, of research and development expenses capitalized for federal income tax purposes, with amortization commencing upon our receiving an economic benefit from the related research.

Added

During 2022, severance expense was incurred in connection with the separation agreement with our former Senior Vice President of Marketing and Business Development. Loss from Operations. Loss from operations for 2023 and 2022 was $22,099,745 and $26,686,325, respectively, primarily due to the factors described above. Offering Costs from Warrant Liability. Offering costs related to warrant liability were $591,670 during 2023.

Removed

As of December 31, 2022, we had approximately $273,056,000 gross federal net operating loss carryforwards (“NOLs”) and federal and state research and development tax credit carryforwards of approximately $6,373,000 and $5,258,000, respectively.

Added

We did not have a warrant liability as of December 31, 2022. Change in Fair Value of Warrant Liability. Other income resulting from the change in fair value of the warrant liability was $2,515,425 during 2023. We did not have a warrant liability as of December 31, 2022. Interest Income.

Removed

As of December 31, 2022 and 2021, deferred tax assets consisted principally of net operating loss and tax credit carryforwards, the research and development costs and stock-based compensation, and such deferred tax assets were fully reserved. Accordingly, our effective tax rate for 2022 and 2021 was nil.

Added

During 2023, cash flows used in operating activities were $19,248,510, consisting of a net loss of $19,366,763, less adjustments to reconcile net loss to net cash used in operating activities aggregating $816,144 (principally stock-based compensation of $1,677,950, amortization of operating lease ROU assets of $719,827, issuance costs allocated to warrant liability of $591,670, depreciation and amortization expense of $187,209 and inventory net realizable adjustment of $167,413, partially offset by a decrease in fair value of the warrant liability of $2,515,425), a $705,895 decrease in operating lease liabilities, a $536,477 decrease in accrued expenses, a $491,230 increase in inventory and a $282,918 decrease in accrued severance, partially offset by a $978,569 increase in accounts payable, a $288,406 increase in prepaid expenses and other current assets and a $54,299 decrease in accounts receivable.

Removed

Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryforwards when the stock ownership of one or more 5% stockholders (stockholders owning 5% or more of our outstanding capital stock) has increased on a cumulative basis by more than 50 percentage points.

Removed

Accordingly, an ownership change could trigger a limitation of the use of the loss carryforward.

Removed

We completed a Section 382 analysis as of December 31, 2022 and determined that none of our federal net operating loss carryforwards or federal research and development tax credits are limited. 24 In assessing the realization of deferred tax assets, management considers whether it is more li kely than not that all or some portion of the deferred tax assets will be realized.

Removed

The ultimate realization of deferred tax assets is dependent upon the future generation of taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and taxing strategies in making this assessment.

Removed

Based on this assessment, management has established a full valuation allowance against all of the net deferred tax assets for each period, since it is more likely than not that all of the deferred tax assets will not be realized.

Removed

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement.

Removed

A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in our tax returns that do not meet these recognition and measurement standards. As of December 31, 2022 and 2021, no liability for unrecognized tax benefits was required to be reported. The guidance also discusses the classification of related interest and penalties on income taxes.

Removed

Our policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. No interest or penalties were recorded for 2022 and 2021. Results of Operations Operating Expenses Cost of revenue consists of direct materials, direct labor and overhead for our production-level wireless charging systems.

Removed

The $8,074,799 decrease in research and development expenses is primarily due to a $7,110,400 decrease in compensation, consisting of a $5,448,767 decrease in stock-based compensation primarily from the recognition of PSU award expense during 2021 and the transfer of the current CEO to the General and Administrative department towards the end of 2021 after his promotion and a $1,661,633 decrease in payroll costs from a lower headcount within the department, a $708,682 decrease in engineering supplies, components and chip development due to project timing, a $205,721 decrease in consulting and third-party services and a $113,167 decrease in regulatory legal fees, partially offset by a $152,400 increase in recruiting expense. 25 Sales and Marketin g Expenses.

Removed

The $922,533 decrease in general and administrative expense is primarily due to a $710,041 decrease in compensation, consisting of an $880,314 decrease in stock-based compensation primarily from the recognition of PSU award expense during 2021, offset by a $170,273 increase in payroll costs, a $184,018 decrease in recruiting expense, a $141,489 decrease in general corporate legal fees, and a $75,806 decrease in annual meeting expense, partially offset by $109,204 increase in travel expense and a $99,485 increase in accounting and audit fees.

Removed

Severance Expense. Severance expense for 2022 and 2021 was $798,391 and $4,017,172, respectively. During 2022, severance expense was incurred in connection with the separation agreement with our former Senior Vice President of Marketing and Business Development, Neeraj Sahejpal and consisted of $545,782 in cash payments and estimated payroll taxes and $252,609 from the early vesting of certain stock award grants.

Removed

During 2021, severance expense was incurred in connection with the separation agreement with our former President and Chief Executive Officer, Stephen Rizzone, consisting of cash payments and estimated payroll taxes of $3,732,178 and stock-based compensation of $284,994 from the extension of the exercise period for his stock options. Loss from Operations.

Removed

D uring 20 21 , cash flows used in operating activities were $ 28,720,389 , consisting of a net loss of $ 41,427,293 , less non-cash expenses aggregating $ 12 , 874 , 593 (representing principally stock-based compensation of $ 11,931,188 , de crease in right-of-use lease assets of $674,306 and depreciation and amortization expense of $ 258,249 ), a $733,473 decrease in operating lease liabilities, a $238,184 increase in prepaid expenses and other current assets and a $218,602 increase in accounts receivable, partially offset by a $975,439 increase in accrued severance and a $109,118 increase in accounts payable.

Removed

The cash used in 2021 primarily consisted of the purchases of components to build new testing equipment, new lab equipment purchases, as well as costs incurred for designing a new corporate website.

Removed

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.

Removed

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 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed0 unchanged

2022 filing

2023 filing

Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. In the ordinary course of business, we may be exposed to certain market risks, such as interest rates. The annual impact of our results of operations of a 100 basis point interest rate change on December 31, 2022 would be minimal.

Biggest changeItem 7A. Quantitative and Qualitati ve Disclosures About Market Risk. In the ordinary course of business, we may be exposed to certain market risks, such as interest rates.

After an assessment of these risks to our operations, we believe that the primary market risk exposures (within the meaning of Regulation S-K Item 305) are not material and are not expected to have any material adverse impact on our financial position, results of operations or cash flows for the next fiscal year.

However, after an assessment of these risks to our operations, we do not believe that the primary market risk exposures (within the meaning of Regulation S-K Item 305) will have any material adverse impact on our financial position, results of operations or cash flows for the next fiscal year.

Top changes in Energous Corp's 2023 10-K

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 3. Legal Proceedings

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other WATT 10-K year-over-year comparisons