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What changed in Energous Corp's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Energous Corp's 2024 and 2025 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 2025 report.

+243 added258 removedSource: 10-K (2026-03-26) vs 10-K (2025-02-27)

Top changes in Energous Corp's 2025 10-K

243 paragraphs added · 258 removed · 159 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

20 edited+25 added37 removed5 unchanged
Biggest changeWe 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.
Biggest changeWe address transmitter system deployments through the following primary models: Stand-alone transmitter systems deployed independently or in conjunction with WPN-enabled receiver devices to provide wireless power coverage within defined areas; Transmitter systems integrated into third-party devices, including industrial, medical, and enterprise equipment, to provide embedded wireless power functionality; and Transmitter systems integrated into networking infrastructure, such as bridge devices and Wi-Fi routers, to support the combined delivery of data connectivity and wire-free power within a facility.
Energous has received Part 15 and Part 18 FCC approvals our products and has received regulatory approvals from many international agencies. 6 Table of Contents 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 2ADNG-YND1800 RF Wireless Charger 918MHz 08/21/2024 2ADNG-YND1800 Digital Transmission System for Bluetooth 2.4 GHz 08/21/2024 As of December 31, 2024, we announced completion of the regulatory process for our PowerBridge wireless charging technology in the U.S., Canada, Europe, India, China, UK, Korea, Australia and New Zealand, for unlimited distance wireless charging.
Energous has received Part 15 and Part 18 FCC approvals for our products and has received regulatory approvals from many international agencies. 6 Table of Contents 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 2ADNG-YND1800 RF Wireless Charger 918MHz 08/21/2024 2ADNG-YND1800 Digital Transmission System for Bluetooth 2.4 GHz 08/21/2024 2ADNG-YND1800 RF Wireless Charger 918MHz 01/26/2026 2ADNG-YND1800 Digital Transmission System for Bluetooth 2.4 GHz 01/26/2026 As of December 31, 2025, we announced completion of the regulatory process for our PowerBridge LITE [formerly known as the 1W transmitter] wireless charging technology in the U.S., Canada, Europe, India, China, UK, Korea, Australia and New Zealand.
Our transmitters vary in form factor, power specifications, and operating frequencies, while our receivers are engineered to support a wide range of wireless charging applications across multiple device categories. 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 The first WPN-enabled end product featuring our technology entered the market in 2019.
Our transmitters vary in form factors, power specifications, and operating frequencies, and our receivers are designed to support a range of wireless power-enabled device applications, including: Device Type Application RF Tags Cold Chain, Asset Tracking, Medical IoT Ambient IoT Sensors Cold Chain, Logistics, Asset Tracking Electronic Shelf Labels Retail and Industrial IoT The first WPN-enabled product featuring our technology entered the market in 2019.
Item 1. Business Overview We have developed a scalable, over-the-air Wireless Power Network (“WPN”) technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems to enable radio frequency (“RF”)-based charging for Internet of Things (“IoT”) devices.
Item 1. Business Overview We have developed scalable, over-the-air Wireless Power Network (“WPN”) technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems to enable radio frequency (“RF”)-based charging for ambient Internet of Things (“IoT”) devices, transforming supply chain capabilities from limited tracking to overall business intelligence.
The consumer markets for the commercial products that we anticipate our technology can be used in, including the markets in which we currently have proof of concept deployments, vary in their seasonal impact. Overall, we do not foresee a material seasonal impact to our revenue at this time.
Seasonality The industrial markets in which we are involved have minimal seasonal impact. The markets for commercial products, in which we anticipate our technology may be adopted, including the markets in which we currently have proof of concept deployments, vary in their seasonal impact. Overall, we do not foresee a material seasonal impact to our revenue at this time.
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 are subject to ongoing exposure related to the current macroeconomic environment, including inflation, rising interest rates, tariffs, geopolitical factors such as the ongoing conflict between Russia and Ukraine, tensions between the United States and China as well as China and Taiwan, conflicts in the Middle East, and supply chain disruptions.
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 intend to continue to evaluate our target markets and identify new markets based on factors 5 Table of Contents including (but not limited to) time-to-market, market size and growth, and the strength of our value proposition for a specific application.
Human Capital As of February 15, 2025, we had 26 full-time employees, 14 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.
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. Consultants and technical advisors provide us with expertise in electrical engineering, software development, market research and accounting.
Our common stock is listed on The Nasdaq Capital Market under the symbol “WATT.” Incorporated in Delaware in 2012, our corporate headquarters is located at 3590 North First Street, Suite 210, San Jose, CA 95134. Additional information is available on our website at www.energous.com.
As we continue to innovate our technology applications, we anticipate the release of additional wireless power-enabled products. Our common stock is listed on the Nasdaq Capital Market under the symbol “WATT.” Incorporated in Delaware in 2012, our corporate headquarters is located at 3590 North First Street, Suite 330, San Jose, CA 95134.
Consultants and technical advisors provide us with expertise in electrical engineering, software development, market research and accounting. We are committed to maintaining a workplace free from discrimination and harassment on the basis of color, race, gender, age, disability, sexual orientation, religion, expression, or any other status protected by applicable law.
We are committed to maintaining a workplace free from discrimination and harassment on the basis of color, race, gender, age, disability, sexual orientation, religion, expression, or any other status protected by applicable law. Our management and employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace.
We are closely monitoring the impact of these factors on all aspects of our business, including their impact on our operations, financial position, cash flow, inventory, supply chains, global regulatory approvals, purchasing trends, customer payments, and the industry in general, in addition to the impact on our employees.
These conditions may affect various aspects of our business, including our operations, financial position, cash flow, inventory management, supply chains, global regulatory approvals, purchasing trends, customer payment patterns, and the broader industry environment, as well as our employees.
In the fourth quarter of 2021, we commenced shipments of our first at-a-distance wireless PowerBridge transmitter systems for commercial IoT applications and proof-of-concept deployments. As we continue to innovate our technology applications, we anticipate the release of additional wireless power-enabled products.
In the fourth quarter of 2021, we commenced shipments of at-a-distance PowerBridge transmitter systems for commercial IoT applications and proof-of-concept deployments. In the second quarter of 2025, we introduced the battery-free e-Sense tag and the e-Compass cloud-based software platform, which together supported the first end-to-end wireless power-enabled IoT device monitoring and management solution.
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.
Subject to our continued payment of applicable maintenance and annuity fees, our issued patents have terms that do not expire earlier than 2030.
The energy harvested may come from a variety of sources, including Solar, Kinetic and Passive RF. Passive RF harvesting refers to using antennas and devices to harvest RF that may already be present in an environment, such as Wi-Fi, mobile phones, cordless phones and other RF emitting devices. Laser.
Passive RF energy harvesting uses antennas and associated electronics to collect RF energy already present in an environment from sources such as Wi-Fi access points, mobile devices, and other RF-emitting systems. The amount of energy available from these sources may vary based on environmental conditions and proximity to RF emitters. Laser-Based Power Transfer.
The information contained on, or that may be obtained from our website, is not, and shall not be deemed to be, part of this Report. Our Business Strategy We believe that a large market opportunity lies in wire-free, low-power charging at-a-distance, which might develop as the Wi-Fi ecosystem develops.
Additional information is available on our website at www.energous.com. The information contained on, or that may be obtained from our website, is not, and shall not be deemed to be, part of this Report. Our Business Strategy Our business strategy is focused on the development, commercialization, and deployment of RF-based wireless power solutions for low-power IoT applications.
As of February 15, 2025, products integrating this technology had received international regulatory approvals in 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.
Manufacturing As a fabless semiconductor company, we foresee our manufacturing strategy following an outsourced manufacturing process. We are engaged with contract manufacturing partners in the United States and internationally. 7 Table of Contents Human Capital As of January 26, 2026, we had 27 full-time employees, 12 of whom are engineers.
By enabling continuous wireless power transmission, our transmitter and receiver technologies facilitate the use of battery-free IoT devices, transforming asset and inventory tracking across multiple industries. Key applications include retail sensors, electronic shelf labels, asset trackers, air quality monitors, motion detectors, and other smart monitoring solutions.
With a patent portfolio exceeding 300 patents, our solutions support both near-field and at-a-distance wireless power transmission and include advanced receiver technology designed for use across multiple device categories. Applications include retail sensors, electronic shelf labels (“ESLs”), asset trackers, air quality monitors, motion detectors, and other monitoring solutions.
Impact of Current Global Economic Conditions on Our Business Uncertainty in the global economy presents significant risks to our business.
As customers experience the benefits introduced by the real-time visibility and cost efficiencies enabled by our technology, new use cases may be identified, providing expansion opportunities within our enterprise customers. Impact of Current Global Economic Conditions on Our Business Uncertainty in the global economy presents significant risks to our business.
Transmitter System Target Markets Transmitters are devices that broadcast RF energy that can be accessed by WPN technology-enabled receivers for IoT applications.
Our Target Markets We categorize our target markets based on deployments of our WPN platform across transmitter systems and receiver-enabled devices used in commercial and industrial IoT applications. 4 Table of Contents Transmitter System Target Markets Transmitter systems are designed to broadcast RF energy that can be accessed by WPN-enabled receivers to support the operation of battery-free IoT devices.
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 and solutions but also their upstream and downstream value chain partners.
We pursue an ecosystem-based approach by engaging customers for our transmitter, receiver, and power amplifier ICs and solutions, as well as their upstream and downstream value-chain partners. We prioritize the development and protection of our intellectual property portfolio to support our competitive, first-to-market advantage in the industry.
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Our WPN technology provides a comprehensive suite of capabilities designed to power the next generation of wireless energy networks, seamlessly delivering power and data across diverse, battery-free device ecosystems. This innovation enhances operational visibility, control, and intelligent business automation. Our solutions support both near-field and at-a-distance wireless charging, supplying power at multiple levels across varying distances.
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Our WPN technology consists of transmitter systems, receiver integrated circuits, and supporting software designed to deliver power and data to battery-free IoT devices across a range of operating distances and power levels. These capabilities support applications that require continuous operation without wired power connections or periodic battery replacement.
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We believe our technology represents a breakthrough in wireless power delivery, offering a differentiated approach to charging IoT devices via RF technology. To date, we have developed and released multiple transmitter and receiver solutions, including prototypes and partner production designs.
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To date, we have developed and released multiple transmitter and battery-free receiver products.
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The goal is to ensure interoperability between transmitters and receivers that are based on our technology, regardless of who makes them, installs them into finished goods, or markets them. The implementation of previous ubiquitous solutions, such as Wi-Fi and Bluetooth, illustrates our goal.
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We design and deliver wireless power technology that supports interoperability between transmitters and receivers incorporating our integrated circuits, regardless of device manufacturer or system integrator. Our approach encompasses widely adopted wireless technologies, such as Wi-Fi and Bluetooth, which rely on standardized interfaces and multi-vendor compatibility.
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For example, Wi-Fi routers, regardless of their designer or manufacturer, work with Wi-Fi receivers installed in consumer electronics, regardless of manufacturer.
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We have developed an end-to-end wireless power platform that includes transmitter systems, receiver integrated circuits, and supporting software. This platform is designed to support the delivery of power and data for battery-free IoT devices across retail, industrial, healthcare, and logistics environments.
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We endeavor to: ● Build multiple integrated circuits (“ICs”) to advance our technology; ● Develop, license, and manufacture a complete transmitter system solutions to enable wireless power network growth; ● Develop reference designs to reduce early adopter risks, enable easier integration at lower costs, and foster adoption; 1 Table of Contents ● 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 devices.
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Key elements of our strategy include: ● Designing and developing multiple integrated circuits (“ICs”) to support wireless power transmission and reception across a range of applications; 1 Table of Contents ● Developing, licensing, and manufacturing complete transmitter system solutions to support commercial wireless power deployments; ● Developing reference designs to reduce early adopter risks, enable easier integration at lower costs, and foster adoption; ● Offering PowerBridge transmitter systems designed to support wireless power-enabled IoT applications, such as asset tracking, environmental monitoring, and ESLs; ● Partnering with leading technology providers, systems integrators, and value-added resellers (“VARs”); ● Providing cost effective benefits to customers in terms of utility and convenience by eliminating battery powered sensors and the associated required maintenance; ● Securing and maintaining domestic and international regulatory approvals applicable to RF-based wireless power transmission; and ● Participating in industry organizations to support RF-based wireless charging standards and interoperability.
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Our first applications include RF tags, electronic shelf labels (“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 AFA, is now an industry standard, underpinning the compatibility of our WPN technology across a variety of vendors and development of a common user experience at the application level.
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To support customer engagement and deployment of our technologies, we offer limited deployments for proof of concept trials, consisting of transmitter and receiver components and associated software to support testing. These limited deployments are designed as scalable building blocks that can be adapted to specific application requirements.
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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.
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We believe that in the early stages of market adoption of new technologies, customer trials are essential to proving the value proposition of our wireless power technology solutions. As we continue to commercialize our technology and product offerings, customer engagements have expanded from early-stage customers conducting proof of concept trials to much larger deployments across multiple industry verticals.
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To engage with potential customers, we offer several evaluation kits consisting of a transmitter and a receiver along with a custom software application, allowing 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.
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Our Technology Our RF-based WPN technology is an end-to-end wireless power platform that combines transmitter systems, receiver components, antenna designs, and supporting software to enable at-a-distance wireless power delivery for low-power electronic devices. The platform is designed to support deployments of battery-free IoT devices in commercial and industrial environments, subject to applicable regulatory constraints.
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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 WPN solutions to customers as quickly as possible.
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The WPN platform supports one-to-many power delivery, allowing a single transmitter system to deliver power to multiple receiver-enabled devices within range. The platform supports applications including asset tracking, ESLs, and environmental monitoring.
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As the market and our technology reaches a more mature phase, we are now engaging larger, top-tier customers able to use our WPN solutions 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.
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Integrated hardware and software elements support system coordination, device operation, and monitoring, and enable the collection and transmission of device data to cloud-based systems used for device and deployment management. 2 Table of Contents Figure 1 below illustrates the primary components of the Energous WPN: ​ ​ ​ 3 Table of Contents Figure 2 below illustrates a high-level architectural view of the Energous WPN: ​ ​ Our Competition Devices that rely on rechargeable batteries are typically charged using wired power connections or short-range wireless charging technologies.
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Our Technology Our award-winning, RF-based, scalable WPN solutions enable 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. 2 Table of Contents Figure 1 below shows the current IC product line for Energous Wireless Power Solutions: ​ ​ Our small form factor antenna and one-transmitter-to-multiple receivers capabilities produce significant advantages over RF-beamforming transmitters, which are larger, and higher cost wireless power technology implementations.
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Competing approaches include wall plug-in charging, inductive charging, magnetic resonance charging, energy harvesting, and other emerging power delivery methods. A variety of wireless charging technologies are currently available or under development. These technologies differ in operating range, power levels, system complexity, and deployment requirements and may compete with our solutions in certain applications.
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Our current generation ICs have significantly reduced the size and cost of both our 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.
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The primary alternative wireless power approaches include the following: Inductive Coil Charging. Inductive charging uses magnetic coils to transfer energy over very short distances. This method generally requires close alignment between the transmitter and receiver coils and is typically implemented as a contact-based charging solution.
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Figure 2 below shows the block diagram for our Energous PowerBridge PRO Transmitter System ​ ​ 3 Table of Contents Our Competition Competing methods for charging battery-powered devices include wall plug-in charging, inductive charging, magnetic resonance charging and more.
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Power transfer is influenced by coil size and alignment, and systems generally support one-to-one transmitter-to-receiver pairing. Inductive charging has been commercially deployed for many years in products such as rechargeable electronic toothbrushes and other consumer devices. Magnetic Resonance. Magnetic resonance charging also uses magnetic coils to transmit energy and can support greater separation distances than inductive charging.
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To our knowledge, almost all consumer electronics equipped with a rechargeable battery come bundled with a charging method, such as a power cord.
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Depending on system design and power levels, magnetic resonance systems may transmit power over distances of up to approximately 30 centimeters and may offer greater flexibility in receiver placement compared to inductive charging. Energy Harvesting. Energy harvesting technologies seek to capture ambient energy from environmental sources such as solar, kinetic motion, or existing RF signals.
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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.
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Laser-based power transfer uses focused light energy to deliver power to an optical receiver. These systems typically rely on tightly collimated beams and line-of-sight operation and may incorporate distributed resonance techniques to maintain beam alignment over distance.
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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.
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Our transmitter systems are deployed as part of wireless power networks in enterprise, retail, logistics, healthcare, and industrial environments.
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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).
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Our primary transmitter offering is the PowerBridge transmitter platform, which supports at-a-distance wireless power delivery for multiple receiver-enabled devices. PowerBridge transmitter systems are deployed in environments such as retail locations, warehouses, fulfillment centers, healthcare facilities, and other enterprise settings to support battery-free IoT applications.
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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.
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In addition to stand-alone deployments, our transmitter technology is designed to support integration into third-party systems and infrastructure, including networking equipment and enterprise devices, based on specific customer and deployment requirements. These integrations enable wireless power functionality to be embedded within existing environments while maintaining compatibility with applicable regulatory requirements.
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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.
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Receiver Target Markets Our receiver technology is designed for use in low-power IoT devices that require continuous operation without wired power connections or periodic battery replacement. Receiver-enabled devices are deployed as part of wireless power networks to support monitoring, tracking, and sensing applications in commercial and industrial environments.
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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.
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Representative receiver-enabled applications include: ● Asset tracking tags and sensors used in retail, logistics, and supply chain environments; ● ESLs and related retail sensing devices; ● Environmental and condition-monitoring sensors, including temperature, humidity, air quality, and motion sensors; ● Cold chain monitoring sensors for food, pharmaceutical, and healthcare logistics; ● Inventory and item-level tracking tags used in warehouses, fulfillment centers, and retail locations; ● Facility and operations monitoring sensors deployed in commercial and industrial environments; ● Security, access, and presence-detection sensors used in enterprise settings; and ● Other low-power, battery-free IoT devices designed for continuous operation in commercial and industrial deployments.
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To date we have released stand-alone transmitters in both near field and far field applications.
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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.
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Our plan in the future is to integrate our WPN technology in third party devices: 4 Table of Contents 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.
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Our Intellectual Property Our intellectual property portfolio includes U.S. and foreign patents, patent applications, and associated know-how related to wireless power technology. We pursue patent protection for innovations that support the development and commercialization of our wireless power platform. As of January 26, 2026, our intellectual property portfolio consisted of over 300 issued patents.
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These contact-based charging solutions are ideally suited for many electronic devices in both consumer and industrial markets such as wearables, IoT devices and other small electronics that require a small form factor receiver and a low-cost charging solution. They are also suitable for larger, more power-hungry devices such as smart watches and tablets.
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These patents are organized across multiple technical areas related to wireless power implementation, including processing algorithms, antenna designs, transmitter and receiver application-specific integrated circuits (“ASICs”), software controls, and hardware design. We also maintain additional pending patent applications in the United States and internationally.
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Initially these transmitters will be one-to-one (one transmitter to one receiver), with future versions being single transmitters for multiple receivers.
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We continue to evaluate and pursue patent protection for inventions that we determine to be relevant to our business and technology roadmap. Maintaining and defending our patent portfolio represents a significant ongoing cost, and we regularly assess the costs and benefits associated with individual patent filings, issued patents, and related maintenance or annuity fees.
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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 Energous PowerBridge transmitters.
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In addition, on December 16, 2025, we announced completion of the regulatory process for our PowerBridge Pro across all EU member states and the UK, enabling commercialization there. As of March 15, 2026, products integrating our WPT technology had received international regulatory approvals in over 110 countries.
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We expect that our PowerBridge transmitter systems will have the ability to broadcast wireless power to wireless power enabled receiving devices for charging. Our PowerBridge transmitters may play a significant role in the charging of low power IoT devices– such as ESLs, RF tags, and IoT sensors.
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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.
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The flexibility of the architecture in terms of size, power, distance, and cost affords Energous customers the opportunity to match our technology with specific requirements and limitations typically found with complex integrations.
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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.
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PowerBridge Transmitters: We see the combination of wireless power routers and wireless bridges as a natural integration point and a synergistic application of both technologies. Energous PowerBridge transmitters provide the bridge to Wi-Fi, 5G and other Wide Area network technologies while also providing wireless power to in-range receiver devices.
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Our PowerBridge transmitters 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.
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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 ● Gaming consoles and controllers 5 Table of Contents ● 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.
Removed
We have implemented an aggressive intellectual property strategy and are continuing to pursue patent protection for new innovations. As of February 15, 2025, 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.
Removed
The paths are: Processing Algorithms, Antenna Designs, Transmitter and Receiver ASICs, Other Software Controls (e.g., Bluetooth â Management and Hardware (e.g., Board Layout). Further, we have additional pending patent applications in the U.S. and abroad.
Removed
We intend to file for patent protection for the most valuable of our inventions, as well as for other new inventions that we expect to develop.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks 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 and will continue to make significant investments in our products, but may be unable to demonstrate the commercial feasibility of the full capability of our technology or achieve profitability. Expanding our business operations as we intend will impose new demands on our financial, technical, operational and management resources. 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. 8 Table of Contents Our products, or the products of our licensing partners, could be susceptible to errors, defects, or unintended performance problems that could result in lost revenue, liability or delayed or limited market acceptance. As products incorporating our technology are launched commercially, we may experience seasonality or other unevenness in our financial results in consumer markets or a long and variable sales cycle in enterprise markets. Future products based on our technology may require the user to purchase additional products to use with existing devices.
Biggest changeSummary of Risk Factors Risks Related to Our Financial Condition We have a limited history of generating meaningful product revenue, and we may never achieve or maintain profitability. We may 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. Our short-term or future indebtedness could adversely affect our business, financial condition, and results of operations, as well as the ability to meet payment obligations. We may be adversely affected by the effects of inflation. 8 Table of Contents 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 and will continue to make significant investments in our products but may be unable to demonstrate the commercial feasibility of the full capability of our technology or achieve profitability. Expanding our business operations as we intend will impose new demands on our financial, technical, operational and management resources. 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. Our products, or the products of our licensing partners, could be susceptible to errors, defects, or unintended performance problems that could result in lost revenue, liability or delayed or limited market acceptance. As products incorporating our technology are launched commercially, we may experience seasonality or other unevenness in our financial results or a long and variable sales cycle in enterprise markets. Future products based on our technology may require the user to purchase additional products to use with existing devices.
As a result of current macroeconomic conditions and general global economic uncertainty (including as a result of, among other things, regional conflicts around the world, increases in inflation, 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.
As a result of current macroeconomic conditions and general global economic uncertainty (including as a result of, among other things, regional conflicts around the world, increases in inflation and tariffs, fluctuating interest rates, disruptions to global supply chains, recent turmoil in the global banking sector, volatile global financial markets, the potential for government shutdowns and uncertainty regarding the federal budget and debt ceiling), political change, labor market shortages and other factors, we do not know whether additional capital will be available when needed, or that, if available, we will be able to obtain additional capital on reasonable terms.
The 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 24 Table of Contents 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 and other public health crises; 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 or securities exercisable or convertible for our capital stock.
The 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 and other public health crises; 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 25 Table of Contents sales or other transactions involving our capital stock or securities exercisable or convertible for our capital stock.
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.
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 LLC (“Nasdaq”), adversely affect our reputation, cause our stock price to decline or result in inaccurate financial reporting or material misstatements in our annual or interim financial statements.
The unavailability of these components could substantially disrupt our ability to manufacture our products and fulfill sales orders. Our dependence on commodities and certain components subjects us to cost volatility and potential availability constraints. Changes in U.S. and international trade policies may adversely impact our business. Our products rely on the availability of unlicensed RF spectrum and if such spectrum were to become unavailable through overuse or licensing, the performance of our products could suffer and our revenues from their sales could decrease. Reliance upon a few major customers may adversely affect our revenue and operating results. If our licensing partners do not effectively manage inventory of their products which integrate our technology, fail to timely resell such products or overestimate expected future demand, they may reduce purchases in future periods, causing our revenues and operating results to fluctuate or decline. If we are not able to effectively forecast demand or manage our inventory, we may be required to record write-downs for excess or obsolete inventory.
The unavailability of these components could substantially disrupt our ability to manufacture our products and fulfill sales orders. Our dependence on commodities and certain components subjects us to cost volatility and potential availability constraints. Changes in U.S. and international trade policies may adversely impact our business. Our products rely on the availability of unlicensed RF spectrum and if such spectrum were to become unavailable through overuse or licensing, the performance of our products could suffer and our revenues from their sales could decrease. 9 Table of Contents Reliance upon a few major customers may adversely affect our revenue and operating results. If our licensing partners do not effectively manage inventory of their products which integrate our technology, fail to timely resell such products or overestimate expected future demand, they may reduce purchases in future periods, causing our revenues and operating results to fluctuate or decline. If we are not able to effectively forecast demand or manage our inventory, we may be required to record write-downs for excess or obsolete inventory.
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.
Effective management of our consultants is important to our business and strategy. 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.
Risks Related to Our Financial Condition We have no history of generating meaningful product revenue, and we may never achieve or maintain profitability. We have a limited operating history upon which investors may rely in evaluating our business and prospects.
Risks Related to Our Financial Condition We have a limited history of generating meaningful product revenue, and we may never achieve or maintain profitability. We have a limited operating history upon which investors may rely in evaluating our business and prospects.
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. 9 Table of Contents We depend upon a combination of patents, trade secrets, copyright and trademark laws to protect our intellectual property and technology. We may be subject to patent infringement or other intellectual property lawsuits that could be costly to defend. We could become subject to product liability claims, product recalls, and warranty claims that could be expensive, divert management’s attention and harm our business. Our business is subject to data security risks, including security breaches. If we are not able to satisfy data protection, security, privacy and other government- and industry-specific requirements or regulations, our business, results of operations and financial condition could be harmed. If we are not able to secure advantageous license agreements for our technology, our business and results of operations will be adversely affected.
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. We depend upon a combination of patents, trade secrets, copyright and trademark laws to protect our intellectual property and technology. We may be subject to patent infringement or other intellectual property lawsuits that could be costly to defend. We could become subject to product liability claims, product recalls, and warranty claims that could be expensive, divert management’s attention and harm our business. Our business is subject to data security risks, including security breaches. If we are not able to satisfy data protection, security, privacy and other government- and industry-specific requirements or regulations, our business, results of operations and financial condition could be harmed. If we are not able to secure advantageous license agreements for our technology, our business and results of operations will be adversely affected.
The provisions in our certificate of incorporation and bylaws: authorize our Board to issue preferred stock without stockholder approval and to designate the rights, preferences and privileges of each class; if issued, such preferred stock would increase the number of outstanding shares of our capital stock and could include terms that may deter an acquisition of us; limit who may call stockholder meetings; do not permit stockholders to act by written consent; do not provide for cumulative voting rights; and provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.
The provisions in our certificate of incorporation and bylaws: authorize our Board to issue preferred stock without stockholder approval and to designate the rights, preferences and privileges of each class; if issued, such preferred stock would increase the number of outstanding shares of our capital stock and could include terms that may deter an acquisition of us; limit who may call stockholder meetings; do not permit stockholders to act by written consent; do not provide for cumulative voting rights; and 26 Table of Contents provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.
Although our management has determined that our internal control over financial reporting was effective as of December 31, 2024, 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, 2025, 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.
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.
Similarly, inflationary pressures may also negatively impact customer 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.
In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, cyberattack, or telecommunications failure, we may be unable to continue our operations, the products which embody our technology may not function properly or at all, and we may endure system interruptions, reputational harm, delays in development of our products, lengthy interruptions in service, breaches of data security, loss of critical data, and reduced sales, all of which could have an adverse effect on our operating results.
In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, cyberattack, or telecommunications failure, we may be unable to continue our operations, the products which embody our technology may not 28 Table of Contents function properly or at all, and we may endure system interruptions, reputational harm, delays in development of our products, lengthy interruptions in service, breaches of data security, loss of critical data, and reduced sales, all of which could have an adverse effect on our operating results.
The ability of our products to operate effectively can be negatively impacted by many different elements unrelated to our products. Although certain technical problems experienced by consumers of the products incorporating our products may not be caused by our products, users may perceive them to be the underlying cause of poor performance of the wireless network.
The ability of our products to operate effectively can be negatively impacted by many different elements unrelated to our products. Although certain technical problems experienced by customers of the products incorporating our products may not be caused by our products, users may perceive them to be the underlying cause of poor performance of the wireless network.
We could become subject to product liability claims, product recalls, and warranty claims that could be expensive, divert management’s attention and harm our business. Our business exposes us to potential liability risks that are inherent in the marketing and sale of products used by consumers.
We could become subject to product liability claims, product recalls, and warranty claims that could be expensive, divert management’s attention and harm our business. Our business exposes us to potential liability risks that are inherent in the marketing and sale of products used by our customers.
Inflation rates in the U.S. have increased significantly in recent years resulting in federal action to increase interest rates, adversely affecting capital markets activity. We expect certain inflationary elements to ease, with a moderate increase in other areas in 2025.
Inflation rates in the U.S. have increased significantly in recent years resulting in federal action to increase interest rates, adversely affecting capital markets activity. We expect certain inflationary elements to ease, with a moderate increase in other areas in 2026.
As of December 31, 2024, 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, 2025, 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.
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.
Our business generally 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.
This liability is subject to re-measurement at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations.
This liability was subject to re-measurement at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations.
However, there can be no assurance that we will be successful in achieving any of the features we are targeting, and our any inability to do so may limit the appeal of our technology to consumers.
However, there can be no assurance that we will be successful in achieving any of the features we are targeting, and our inability to do so may limit the appeal of our technology to customers.
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.
A product liability claim, regardless of its merit or eventual outcome, could result in significant legal defense costs and reduced demand for our 21 Table of Contents products. The coverage limits of the insurance policies we may choose to purchase to cover related risks may not be adequate to cover future claims.
If the license agreements we enter into do not prove to be advantageous to us, our business and results of operations will be adversely affected. 22 Table of Contents Risks Related to Regulation of Our Business Domestic and international regulators may deny approval for our technology, and future legislative or regulatory changes may impair our business.
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. Risks Related to Regulation of Our Business Domestic and international regulators may deny approval for our technology, and future legislative or regulatory changes may impair our business.
Large Internet companies and websites have from time to time disclosed sophisticated and targeted attacks on 21 Table of Contents portions of their websites, and an increasing number have reported such attacks resulting in breaches of their information security. We and our third-party vendors are at risk of suffering from similar attacks and breaches.
Large Internet companies and websites have from time to time disclosed sophisticated and targeted attacks on portions of their websites, and an increasing number have reported such attacks resulting in breaches of their information security. We and our third-party vendors are at risk of suffering from similar attacks and breaches.
Any of these events or circumstances could materially adversely affect our business, financial condition and operating results. If we are not able to satisfy data protection, security, privacy and other government- and industry-specific requirements or regulations, our business, results of operations and financial condition could be harmed.
Any of these events or circumstances could materially adversely affect our business, financial condition and operating results. 22 Table of Contents If we are not able to satisfy data protection, security, privacy and other government- and industry-specific requirements or regulations, our business, results of operations and financial condition could be harmed.
Also, because the claims of published patent applications 20 Table of Contents 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.
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.
Lead times for materials and components we order vary significantly, and depend on factors such as the specific 17 Table of Contents supplier, contract terms and demand for a component at a given time. If forecasts exceed orders, we may have excess and/or obsolete inventory, which could have a material adverse effect on our business, operating results and financial condition.
Lead times for materials and components we order vary significantly, and depend on factors such as the specific supplier, contract terms and demand for a component at a given time. If forecasts exceed orders, we may have excess and/or obsolete inventory, which could have a material adverse effect on our business, operating results and financial condition.
Our ability to use our NOLs will be dependent on our ability to generate taxable income, and the NOLs that arose in tax years ending on or before December 31, 2017 25 Table of Contents could expire before we generate sufficient taxable income to take advantage of the NOLs.
Our ability to use our NOLs will be dependent on our ability to generate taxable income, and the NOLs that arose in tax years ending on or before December 31, 2017 could expire before we generate sufficient taxable income to take advantage of the NOLs.
However, the existence of inflation in the economy has resulted in, and may continue to result in, higher interest 12 Table of Contents rates and capital costs, shipping costs, supply shortages, increased costs of labor, labor shortages, 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.
For example, in the case of distance charging, a laboratory configuration of transmission obstructions will be arranged for testing, but in consumer use receivers may be obstructed in many different and unpredictable ways. These conditions may significantly diminish the power received at the receiver or the effective range of the transmitter.
For example, in the case of distance charging, a laboratory configuration of transmission obstructions will be arranged for testing, but in enterprise use receivers may be obstructed in many different and unpredictable ways. These conditions may significantly diminish the power received by the receiver or the effective range of the transmitter.
Terminating or transitioning arrangements with key consultants 23 Table of Contents could result in additional costs and a risk of operational delays, potential errors and possible control issues as a result of the termination or during the transition.
Terminating or transitioning arrangements with key consultants could result in additional costs and a risk of operational delays, potential errors and possible control issues as a result of the termination or during the transition.
Although we intend to undertake development efforts with commercially reasonable diligence, there can be no assurance that our available resources will be sufficient to enable us to develop our technology to the extent needed to create future revenues to sustain our operations. Our technology must satisfy customer expectations and be suitable for use in consumer applications.
Although we intend to undertake development efforts with commercially reasonable diligence, there can be no assurance that our available resources will be sufficient to enable us to develop our technology to the extent needed to create future revenues to sustain our operations. 13 Table of Contents Our technology must satisfy customer expectations and be suitable for use in customer applications.
With each such remeasurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in our statement of operations and therefore our reported earnings. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside of our control.
With each such remeasurement, the warrant liability was adjusted to fair value, with the change in fair value recognized in our statement of operations and therefore our reported earnings. As a result of the recurring fair value measurement, our financial statements and results of operations fluctuated quarterly based on factors which are outside of our control.
If such spectrum usage continues to increase through the proliferation of consumer electronics and products competitive with our products, the resultant higher levels of noise in the bands of operation our products use could decrease 18 Table of Contents the effectiveness of our products, which could adversely affect our ability to sell our products, including as a result of reduced sales of our licensing partners’ products.
If such spectrum usage continues to increase through the proliferation of products competitive with our products, the resultant higher levels of noise in the bands of operation our products use could decrease the effectiveness of our products, which could adversely affect our ability to sell our products, including as a result of reduced sales of our licensing partners’ products.
Efforts to obtain regulatory approval for devices using our technology are costly and time consuming, and there can be no assurance that requisite regulatory approvals will be obtained. If approvals are not obtained in a timely and cost-efficient manner, our business and operating results could be materially adversely affected.
Applications at different frequencies may require separate regulatory approvals. Efforts to obtain regulatory approval for devices using our technology are costly and time consuming, and there can be no assurance that requisite regulatory approvals will be obtained. If approvals are not obtained in a timely and cost-efficient manner, our business and operating results could be materially adversely affected.
Reliance upon a few major customers may adversely affect our revenue and operating results. We rely on a relatively small number of customers for a significant portion of our revenue. Our top two customers represented approximately 76% of our revenue for the year ended December 31, 2024.
Reliance upon a few major customers may adversely affect our revenue and operating results. We rely on a relatively small number of customers for a significant portion of our revenue. Our top customer represented approximately 85% of our revenue for the year ended December 31, 2025.
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.
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.
Risks Related to Ownership of Our Common Stock We are a “smaller reporting company,” and the reduced disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors. If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our financial reports. You might lose all or part of your investment. We have not paid dividends in the past and have no immediate plans to pay dividends. 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 may be subject to securities litigation, which is expensive and could divert management attention. Our ability to use Federal net operating loss carryforwards to reduce future tax payments may be limited if our taxable income does not reach sufficient levels. Our charter documents and Delaware law may inhibit a takeover that stockholders consider favorable. 10 Table of Contents Our warrants that are accounted for as liabilities and the changes in value of our warrants could have a material effect on the market price of our common stock or our financial results.
You might lose all or part of your investment. We have not paid dividends in the past and have no immediate plans to pay dividends. 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 may be subject to securities litigation, which is expensive and could divert management attention. Our ability to use Federal net operating loss carryforwards to reduce future tax payments may be limited if our taxable income does not reach sufficient levels. Our charter documents and Delaware law may inhibit a takeover that stockholders consider favorable. Our warrants that are accounted for as liabilities and the changes in value of our warrants could have a material effect on the market price of our common stock or our financial results.
In addition, we design our technology to operate in a RF band that is also used for Wi-Fi routers and other wireless consumer electronics, and we also design it to operate at different frequencies as demanded for some customer applications. Applications at different frequencies may require separate regulatory approvals.
For example, transmitting more power over a certain distance or transmitting power over a greater distance may require separate regulatory approvals. In addition, we design our technology to operate in an RF band that is also used for Wi-Fi routers and other wireless electronics, and we also design it to operate at different frequencies, as demanded for some customer applications.
The following factors, among others, may affect the level of market acceptance of RF-based charging systems and 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.
The following factors, among others, may affect the level of market acceptance of RF-based charging systems and 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. 14 Table of Contents 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 cannot satisfy these requirements, Nasdaq could delist our common stock. Adverse macroeconomic conditions, natural disasters or reduced technology spending could adversely affect our business, operating results, and financial condition. If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline.
General Risk Factors Adverse macroeconomic conditions, natural disasters or reduced technology spending could adversely affect our business, operating results, and financial condition. If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline.
We have generated limited revenues to date, and as of December 31, 2024, we had an accumulated deficit of approximately $400.4 million.
We have generated limited revenues to date, and as of December 31, 2025, we had an accumulated deficit of approximately $410.0 million.
Such guidance provides that, because our warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we classify each warrant as a liability at its fair value.
Such guidance provides that, because some of our warrants did not meet the criteria for equity treatment thereunder, each warrant was recorded as a liability. Accordingly, we classified each warrant as a liability at its fair value.
We rely on third-party components to build our products, and we generally rely on our third-party manufacturers to obtain the components necessary for the manufacture of our products. We use our forecast of expected demand to determine our material requirements.
The unavailability of these components could substantially disrupt our ability to manufacture our products and fulfill sales orders. We rely on third-party components to build our products, and we generally rely on our third-party manufacturers to obtain the components necessary for the manufacture of our products. We use our forecast of expected demand to determine our material requirements.
Any inability to maintain or raise adequate funds on commercially reasonable terms or at all could have a material adverse effect on our business, results of operations and financial condition, including the possibility that a lack of funds could cause our business to fail and liquidate with little or no return to investors. 11 Table of Contents Our short-term or future indebtedness could adversely affect our business, financial condition, and results of operations, as well as the ability to meet payment obligations.
Any inability to maintain or raise adequate funds on commercially reasonable terms or at all could have a material adverse effect on our business, results of operations and financial condition, including the possibility that a lack of funds could cause our business to fail and liquidate with little or no return to investors.
Although we currently have sufficient resources to meet current debt obligations, future debt obligations could have important consequences, including the following: making it more difficult for us to meet our obligations with respect to our debt; reducing the availability of cash flow to fund future working capital, capital expenditures, or other general corporate purposes; limiting our ability to obtain additional financing to fund future working capital, capital expenditures, or other general corporate purposes; requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, or other general corporate purposes; increasing our vulnerability to general adverse economic and industry conditions; exposing us to the risk of increased interest rates for borrowings at variable rates of interest; placing us at a disadvantage compared to other, less leveraged competitors; increasing our cost of borrowing; and limiting our flexibility in planning for changes in our business and reacting to changes in the industry in which we compete.
Although we currently have sufficient resources to meet current debt obligations, future debt obligations could have important consequences, including the following: making it more difficult for us to meet our obligations with respect to our debt; reducing the availability of cash flow to fund future working capital, capital expenditures, or other general corporate purposes; limiting our ability to obtain additional financing to fund future working capital, capital expenditures, or other general corporate purposes; requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, or other general corporate purposes; increasing our vulnerability to general adverse economic and industry conditions; exposing us to the risk of increased interest rates for borrowings at variable rates of interest; placing us at a disadvantage compared to other, less leveraged competitors; increasing our cost of borrowing; and limiting our flexibility in planning for changes in our business and reacting to changes in the industry in which we compete. 12 Table of Contents Furthermore, if we are unable to meet debt service obligations or should we fail to comply with any financial and other negative covenants contained in the agreements governing the indebtedness, we may be required to refinance all or part of our debt, sell important strategic assets at unfavorable prices, incur additional indebtedness or issue common stock or other equity securities.
In addition, legal or regulatory developments could impose additional restrictions or costs on us that could require us to redesign our technology or future products, or that are difficult or impracticable to comply with, all of which would adversely affect our revenues and financial results.
In addition, legal or regulatory developments could impose additional restrictions or costs on us that could require us to redesign our technology or future products, or that are difficult or impracticable to comply with, all of which would adversely affect our revenues and financial results. 23 Table of Contents Risks Related to Personnel We are highly dependent on key members of our executive management team.
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.
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.
If our licensing partners purchase more product from us than is required to meet demand in a particular period, causing their inventory levels to grow, they may delay or reduce additional future purchases, causing our quarterly results to fluctuate and adversely impacting our ability to accurately predict future earnings.
If our licensing partners purchase more product from us than is required to meet demand in a particular period, causing their inventory levels to grow, they may delay or reduce additional future purchases, causing our quarterly results to fluctuate and adversely impacting our ability to accurately predict future earnings. 19 Table of Contents If we are not able to effectively forecast demand or manage our inventory, we may be required to record write-downs for excess or obsolete inventory.
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. 13 Table of Contents 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.
If our products are late in achieving or fail to achieve compliance with these certifications and standards, or our competitors first achieve compliance with these certifications and standards, such end customers may not purchase our products, which would harm our business, operating results, financial condition and cash flows.
If our products are late in achieving or fail to achieve compliance with these certifications and standards, or our competitors first achieve compliance with these certifications and standards, such end customers may not purchase our products, which would harm our business, operating results, financial condition and cash flows. 17 Table of Contents We require third-party components, including components from limited or sole source suppliers, to build our products.
Our products rely on the availability of unlicensed RF spectrum and if such spectrum were to become unavailable through overuse or licensing, the performance of our products could suffer and our revenues from their sales could decrease.
Our products rely on the availability of unlicensed RF spectrum and if such spectrum were to become unavailable through overuse or licensing, the performance of our products could suffer and our revenues from their sales could decrease. Our products are designed to operate in unlicensed RF spectrum, which is used by a wide range of enterprise ambient IoT applications.
Our strategy is to deploy our technology into the market by licensing patent and other proprietary rights to third parties and customers. Disputes with our licensees may arise regarding the scope and content of these licenses.
We may not have sufficient resources to enforce our intellectual property rights or to defend our patents against a challenge. Our strategy is to deploy our technology into the market by licensing patents and other proprietary rights to third parties and customers. Disputes with our licensees may arise regarding the scope and content of these licenses.
Any such defects, errors, or unintended performance problems in our products, and any inability to meet the expectations of our licensing partners or retail consumers in a timely manner, could adversely impact our sales and result in loss of revenue or market share, failure to achieve market acceptance, diversion of development resources, injury to our reputation, increased insurance costs and increased service costs, any of which could materially harm our business. 14 Table of Contents As products incorporating our technology are launched commercially, we may experience seasonality or other unevenness in our financial results in consumer markets or a long and variable sales cycle in enterprise markets.
Any such defects, errors, or unintended performance problems in our products, and any inability to meet the expectations of our licensing partners or customers in a timely manner, could adversely impact our sales and result in loss of revenue or market share, failure to achieve market acceptance, diversion of development resources, injury to our reputation, increased insurance costs and increased service costs, any of which could materially harm our business.
If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our financial reports. As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls.
As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls.
In addition, if we secure protection in countries outside the United States, the laws of some foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States. In the event a competitor infringes upon our patent or other intellectual property rights, enforcing those rights may be difficult and time consuming.
In addition, if we secure protection in countries outside the United States, the laws of some foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States.
Our ability to grow our business involves various risks, including the need to invest significant resources in unfamiliar and new markets and the possibility that we may not realize a return on our investments in the near future or at all. To date we have operated primarily in the research and development phase of our business.
Expanding our business operations as we intend will impose new demands on our financial, technical, operational and management resources. Our ability to grow our business involves various risks, including the need to invest significant resources in unfamiliar and new markets and the possibility that we may not realize a return on our investments in the near future or at all.
If some investors find our common stock less attractive as a result of any choices to reduce future disclosure we may make, there may be a less active trading market for our common stock and our stock price may be more volatile.
If some investors find our common stock less attractive as a result of any choices to reduce future disclosure we may make, there may be a less active trading market for our common stock and our stock price may be more volatile. 24 Table of Contents If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our financial reports.
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 the quality of our products does not meet the expectations of our licensing partners or the end users of our licensing partners’ products or regulatory or industry standards, then our sales and operating earnings, and ultimately our reputation, could be negatively impacted. If our products do not effectively interoperate with wireless networks and the wireless devices that integrate them, future sales of our products could be negatively affected. We require third-party components, including components from limited or sole source suppliers, to build our products.
Failures to move from laboratory to the field effectively would harm our business. Safety concerns and legal action by private parties may affect our business. Our industry is highly competitive and subject to technological change, and if we do not keep pace with evolving enterprise, industrial, and commercial customer requirements, our technology, platform, and solutions could become less competitive or obsolete, which could adversely affect our business and operating results. If the quality of our products does not meet the expectations of our licensing partners or the end users of our licensing partners’ products or regulatory or industry standards, then our sales and operating earnings, and ultimately our reputation, could be negatively impacted. If our products do not effectively interoperate with wireless networks and the wireless devices that integrate them, future sales of our products could be negatively affected. We require third-party components, including components from limited or sole source suppliers, to build our products.
As of December 31, 2024, we had Federal and State net operating loss (“NOL”) carryforwards of approximately $ 320.2 million and $294.9 million, respectively.
As of December 31, 2025, we had Federal and State net operating loss (“NOL”) carryforwards of approximately $340.0 million and $304.5 million, respectively.
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 16 Table of Contents 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: Achieve adoption of our wireless power platform in enterprise and industrial applications; Design solutions that meet customer performance, reliability, and total cost-of-ownership requirements; Develop and enhance technologies that support scalable, compliant, and secure deployments; 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; 16 Table of Contents 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.
Growth in our sales and new product launches may require us to build inventory in the future. Higher levels of inventory expose us to a greater risk of carrying excess or obsolete inventory, which may in turn lead to write-downs. We may also record write-downs in connection with the end-of-life for specific products.
Higher levels of inventory expose us to a greater risk of carrying excess or obsolete inventory, which may in turn lead to write-downs. We may also record write-downs in connection with the end-of-life for specific products. Decisions to increase or maintain higher inventory levels are typically based upon uncertain forecasts or other assumptions.
Future products based on our technology may require the user to purchase additional products to use with existing devices. To the extent these additional purchases are inconvenient or costly, the adoption of our technology under development or other future products could be slowed or delayed, which would harm our business.
To the extent these additional purchases are inconvenient or costly, the adoption of our technology under development or other future products could be slowed or delayed, which would harm our business. Certain devices or deployments may require additional components, integration work, or third-party hardware to incorporate our receiver technology or to support system operation.
Our ability to implement our business plan depends, to a critical extent, on the continued efforts and services of a very small number of key executives.
Our inability to retain these individuals could impede our business plan and growth strategies, which could have a negative impact on our business and the value of your investment. Our ability to implement our business plan depends, to a critical extent, on the continued efforts and services of a very small number of key executives.
If we 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 business, our losses will continue and we may not achieve profitability, which could negatively impact the value of your investment in our securities. 11 Table of Contents We may need additional financing to achieve our long-term business plans, and there is no guarantee that it will be available on acceptable terms, or at all.
A discovery of safety issues relating to our technology could have a material adverse effect on our business and any legal action against us claiming that our technology caused harm could be expensive, divert management attention and adversely affect us or cause our business to fail, whether or not such legal actions were ultimately successful.
A discovery of safety issues relating to our technology could have a material adverse effect on our business and any legal action against us claiming that our technology caused harm could be expensive, divert management attention and adversely affect us or cause our business to fail, whether or not such legal actions were ultimately successful. 15 Table of Contents Even if they are not real, perceived safety issues could result in reduced sales, as could safety incidents or reports occurring solely with respect to the products of our competitors or licensing partners, which could negatively impact attitudes towards our technology and similar technologies.
Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could be expensive and time consuming and could divert our management’s attention. We may not have sufficient resources to enforce our intellectual property rights or to defend our patents against a challenge.
In the event a competitor infringes upon our patent or other intellectual property rights, enforcing those rights may be difficult 20 Table of Contents and time consuming. Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could be expensive and time consuming and could divert our management’s attention.
Any real or perceived safety issues relating to our products, our licensing partners’ products or competing technologies in the marketplace could negatively affect our business, revenue, and profits. 15 Table of Contents Our industry is subject to intense competition and rapid technological change, which may result in technology that is more advanced or superior to ours.
Any real or perceived safety issues relating to our products, our licensing partners’ products or competing technologies in the marketplace could negatively affect our business, revenue, and profits.
If we are not able to effectively forecast demand or manage our inventory, we may be required to record write-downs for excess or obsolete inventory. We maintain inventory of our products and, to a lesser extent, raw materials that we believe are sufficient to allow timely fulfillment of sales, subject to the impact of supply shortages.
We maintain inventory of our products and, to a lesser extent, raw materials that we believe are sufficient to allow timely fulfillment of sales, subject to the impact of supply shortages. Growth in our sales and new product launches may require us to build inventory in the future.
If any new tariffs, export controls, legislation and/or regulations are implemented, or if any retaliatory trade actions arise, such changes could have an adverse effect on our business, financial condition and results of operations.
If any new tariffs, export controls, legislation and/or regulations are implemented, or if any retaliatory trade actions arise, such changes could have an adverse effect on our business, financial condition and results of operations. 18 Table of Contents Our business and results of operations may be adversely affected by international trade disputes and the imposition of tariffs. Increased Costs and Margin Pressure: We source a significant portion of our raw materials and components from international suppliers, particularly in Taiwan.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. There can be no assurance that analysts will continue to cover us or provide favorable coverage.
If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline. The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business.
If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our stock price would likely decline.
We do not have any control over these analysts. There can be no assurance that analysts will continue to cover us or provide favorable coverage. If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our stock price would likely decline.
Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on the warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock.
Due to the recurring fair value measurement, we recognized non-cash gains or losses on the warrants each reporting period and that the amount of such gains or losses could be material. As of December 31, 2025, we did not have any warrants outstanding classified as a liability.
For example, new product development for business partners may require considerable expense in advance of any substantial revenue being earned for such products. Such financings could include equity financing, which may be dilutive to our current stockholders, and debt financing, which could restrict our operations and ability to borrow from other sources.
Such financings could include equity financing, which may be dilutive to our current stockholders, and debt financing, which could restrict our operations and ability to borrow from other sources. In addition, such securities may contain rights, preferences or privileges senior to those of current stockholders.
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.
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.
We may not have sufficient funds to fully implement our long-term business plans. We will need to raise additional capital through new financings, even if we begin to generate meaningful commercial revenue. For example, new product development for business partners may require considerable expense in advance of any substantial revenue being earned for such products.
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. 19 Table of Contents We depend upon a combination of patents, trade secrets, copyright and trademark laws to protect our intellectual property and technology.
We depend upon a combination of patents, trade secrets, copyright and trademark laws to protect our intellectual property and technology.
Climate change could result in an increase in the frequency or severity of such natural disasters.
Climate change could result in an increase in the frequency or severity of such natural disasters. For example, our corporate offices are located in California, a state that frequently experiences earthquakes, wildfires, heatwaves and droughts.
This could have a long-term impact on our ability to raise future capital through the sale of our common stock and adversely affect any investment in our common stock. Adverse macroeconomic conditions, natural disasters or reduced technology spending could adversely affect our business, operating results, and financial condition.
In addition, we cannot be sure that insurance coverage will be available on acceptable terms or that insurers will not deny coverage as to any future claim. General Risk Factors Adverse macroeconomic conditions, natural disasters or reduced technology spending could adversely affect our business, operating results, and financial condition.
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.
Our industry is highly competitive and subject to technological change, and if we do not keep pace with evolving enterprise, industrial, and commercial customer requirements, our technology, platform, and solutions could become less competitive or obsolete, which could adversely affect our business and operating results.
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Summary of Risk Factors Risks Related to Our Financial Condition ● We have no history of generating meaningful product revenue, and we may never achieve or maintain profitability. ● 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. ● Our short-term or future indebtedness could adversely affect our business, financial condition, and results of operations, as well as the ability to meet payment obligations. ● We may be adversely affected by the effects of inflation.
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Risks Related to Ownership of Our Common Stock ● We are a “smaller reporting company,” and the reduced disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors. ● If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our financial reports. 10 Table of Contents ● Our stock price is likely to continue to be volatile.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeGovernance The Board of Directors oversees the risks of cybersecurity threats and communicates with the Chief Executive Officer and Chief Financial Officer regarding controls in place. The Board of Directors receives periodic briefings from the Chief Executive Officer and Chief Financial Officer, concerning cybersecurity, information security and technology risks, and our related risk mitigation programs.
Biggest changeThe Board of Directors receives periodic briefings from the Chief Executive Officer and Chief Financial Officer, concerning cybersecurity, information security and technology risks, and our related risk mitigation programs. Any material cybersecurity threats, breaches or other concerns are immediately communicated to the Board of Directors.
Our customers, suppliers, and partners face similar cybersecurity threats and, while we have not been materially affected to date, a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance, and results of operations. These cybersecurity threats and related risks make it imperative that we maintain a strong focus on cybersecurity.
Our customers, suppliers, and partners also face similar cybersecurity threats and, while we have not been materially affected to date, a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance, and results of operations. These cybersecurity threats and related risks make it imperative that we maintain a strong focus on cybersecurity.
We asses, identify and manage material risks from cybersecurity threats through various policies, procedures and processes of our information technology (“IT”) department, which include 1) review of IT security policy and change management policy review, 2) IT control procedures, 3) firewall reviews, 4) system backups and 5) procurement of cyber liability insurance.
We assess, identify and manage material risks from cybersecurity threats through various policies, procedures and processes of our information technology (“IT”) department, which include 1) review of IT security policy and change management policy review, 2) IT control procedures, 3) firewall reviews, 4) system backups and 5) procurement of cyber liability insurance.
Item 1C. Cybersecurity Risk Management and Strategy We believe cybersecurity is critical to supporting our vision and enabling our strategy. We face a multitude of cybersecurity threats that are common to most industries, such as ransomware and denial-of-service.
We generally face a multitude of cybersecurity threats that are common to most industries.
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The Company also engages an IT consultant to frequently review and monitor policies, procedures and processes designed to mitigate the risk of cybersecurity threats. The IT consultant has regular communication with the Company’s Chief Executive Officer and Chief Financial Officer to address any issues or concerns that may arise.
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Item 1C. Cybersecurity Risk Management and Strategy We believe cybersecurity is critical to supporting our vision and enabling our strategy. We have servers, computers, and other technological equipment with electronic files containing Company intellectual property including customer information. We also have hardware and firmware that is provided to third parties for testing as part of our manufacturing process.
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Any material cybersecurity threats, breaches or other concerns are immediately communicated to the Board of Directors. ​
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Additionally, we are an IoT service provider through the e-Compass cloud-based platform. Although we mitigate the threat of a cyber-attack with updates, patches, lifecycle replacements of legacy equipment and employee training, no system is completely safe from an attack or theft of intellectual property that could cause significant loss or business interruption.
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Examples of threats to our systems could include: (i) ransomware allowing unauthorized users to access our databases, encrypt the data and demand payment in order to provide a decryption key, (ii) denial of Service (DoS) where an unauthorized user exerts heavy traffic on our servers, making them unavailable, (iii) SQL Infection where unauthorized users cause interference with database content, (iv) insider threats where users misuse our platforms, creating data loss or corruption, and (v) cloud misconfigurations leading to unintended exposure of sensitive data.
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A significant breach of our systems or those of our third-party vendors could result in the loss of sensitive data, intellectual property, or customer information, leading to operational disruptions, reputational damage, and litigation.
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We have one full-time IT employee, with over a decade of cybersecurity experience. This IT employee reports to the General Counsel, a former Certified Information Systems Security Professional. The General Counsel and other executive officers provide direct updates to the Audit Committee at least annually, or if a significant event were to occur, immediately.
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We also train our employees on cybersecurity threats on a regular basis and numerous cybersecurity service providers are engaged to monitor and proactively protect our IT systems. Cyber insurance coverage is maintained to mitigate risks to our operations. We conduct continuous vulnerability scanning.
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All vendor agreements are reviewed by our legal department, and risks are highlighted and mitigated through discussions with IT, and our Chief Executive Officer and Chief Financial Officer. 29 Table of Contents During the fiscal year ended December 31, 2025, we did not experience any cybersecurity incidents that, individually or in the aggregate, were determined to be material to our financial condition or results of operations.
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We have not faced any threats that have resulted in loss of information, or inability to operate for any period of time; nor have any threats affected or been deemed likely to materially affect our business strategy, results of operations, or financial condition.
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If a material cybersecurity incident were to occur, it would be evaluated based on both quantitative and qualitative factors. Governance The Board of Directors oversees the risks of cybersecurity threats and communicates with the Chief Executive Officer and Chief Financial Officer regarding controls in place.

Item 2. Properties

Properties — owned and leased real estate

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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. Properties In 2025, we entered into a lease agreement for our corporate headquarters located at 3590 North First Street in San Jose, California. The lease is valid through the end of 2027. This space, with a total of 12,783 square feet, is used for our headquarters and for research and development efforts.
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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.
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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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Biggest changeItem 3. Legal Proceedings We are not currently a party to any legal proceedings that we believe will have a material adverse effect on our business or financial conditions. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time. Item 4.
Biggest changeItem 3. Legal Proceedings We are not currently a party to any legal proceedings that we believe will have a material adverse effect on our business or financial condition. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time. Item 4. Mine Safety Disclosures Not applicable. PART II
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Mine Safety Disclosures Not applicable. 28 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAny future determination to pay cash dividends will be at the discretion of our Board of Directors, and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as our Board of Directors deems relevant. Issuer Purchases of Equity Securities None Item 6. Reserved Not applicable.
Biggest changeAny future determination to pay cash dividends will be at the discretion of our Board of Directors, and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as our Board of Directors deems relevant. Issuer Purchases of Equity Securities None 30 Table of Contents Item 6. Reserved Not applicable.
Holders of Record As of February 1, 2025, there were 5 stockholders of record of our common stock, and we believe we have significantly more beneficial owners of our common stock.
Holders of Record As of March 17, 2026, there were 6 stockholders of record of our common stock, and we believe we have significantly more beneficial owners of our common stock.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. Reserved 29 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 36 Item 8. Financial Statements and Supplementary Data 36
Biggest changeItem 6. Reserved 31 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 39 Item 8. Financial Statements and Supplementary Data 39

Item 7. Management's Discussion & Analysis

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

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Biggest changeFor the Years Ended December 31, 2024 and 2023 The following table sets forth selected Condensed Statements of Operations data (in thousands) and such data as a percentage of revenue: For the year ended December 31, 2024 2023 Revenue $ 768 100 % $ 474 100 % Cost of revenue 756 98 % 279 59 % Gross profit 12 2 % 195 41 % Operating expenses: Research and development 8,275 1,077 % 10,811 2,281 % Sales and marketing 3,066 399 % 3,852 813 % General and administrative 5,704 743 % 7,272 1,534 % Severance expense 1,377 179 % 359 76 % Total operating expenses 18,422 2,399 % 22,294 4,703 % Loss from operations (18,410) (2,397) % (22,099) (4,662) % Other income (expense), net: Offering costs related to warrant liability (592) (125) % Change in fair value of warrant liability 262 34 % 2,515 531 % Interest income, net 809 171 % Loss on extinguishment of short-term debt (219) (29) % Other expense (31) (4) % Total other income (expense), net 12 2 % 2,732 576 % Net loss $ (18,398) (2,396) % $ (19,367) (4,086) % Revenues.
Biggest changeGeneral 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. 33 Table of Contents Comparison of the Years Ended December 31, 2025 and 2024 The following table sets forth selected Condensed Statements of Operations data (in thousands) and such data as a percentage of revenue: For the year ended December 31, 2025 2024 $ Change % Change Revenue $ 5,630 $ 768 $ 4,862 633 % Cost of revenue 3,601 756 2,845 376 % Gross profit 2,029 12 2,017 16,808 % Operating expenses: Research and development 4,126 7,686 (3,560) (46) % Sales and marketing 2,359 3,066 (707) (23) % General and administrative 4,495 6,293 (1,798) (29) % Severance expense 403 1,377 (974) (71) % Expenses from abandoned financing transaction 661 661 100 % Total operating expenses 12,044 18,422 (6,378) (35) % Loss from operations (10,015) (18,410) 8,395 46 % Other income (expense), net: Change in fair value of warrant liability 257 262 (5) (2) % Interest income, net 166 166 100 % Loss on retirement of property and equipment (1) (1) (100) % Loss on extinguishment of short-term debt (219) 219 100 % Discount fees from accounts receivable factoring agreements (31) 31 100 % Total other income, net 422 12 410 3,417 % Net loss $ (9,593) $ (18,398) $ 8,805 48 % Revenues.
Cash Flows During 2024, cash flows used in operating activities were $17.6 million, consisting of a net loss of $18.4 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $1.1 million (principally stock-based compensation of $0.8 million, depreciation and amortization expense of $0.2 million, loss on extinguishment of short-term debt of $0.2 million, issuance of common stock to consultant of $0.1 million and accrued interest of $0.1 million, partially offset by change in fair value of warrant liability of $0.3 million), a $0.5 million decrease in operating lease liabilities, a $0.2 million decrease in accrued expenses, a $0.1 million decrease in accrued severance expense and a $0.1 million increase in inventory, partially offset by $0.7 million decrease in operating lease right-of-use assets.
During 2024, cash flows used in operating activities were $17.6 million, consisting of a net loss of $18.4 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $1.1 million (principally stock-based compensation of $0.8 million, depreciation and amortization expense of $0.2 million, loss on extinguishment of short-term debt of $0.2 million, issuance of common stock to consultant of $0.1 million and accrued interest of $0.1 million, partially offset by change in fair value of warrant liability of $0.3 million), a $0.5 million decrease in operating lease liabilities, a $0.2 million decrease in accrued expenses, a $0.1 million decrease in accrued severance expense and a $0.1 million increase in inventory, partially offset by $0.7 million decrease in operating lease right-of-use assets.
Agile Subordinated Loan Agreement Effective October 1, 2024, we entered into a subordinated business loan agreement (the “Original Loan Agreement”) with Agile Capital Funding, LLC and Agile Lending, LLC (collectively, the “Lender”), which provided for an initial term loan of $525,000, with the ability to receive additional term loans of up to $1.6 million, subject to certain conditions (such loans, the “Term Loan”).
Agile Subordinated Loan Agreement Effective October 1, 2024, we entered into a subordinated business loan agreement (the “Original Loan Agreement”) with Agile Capital Funding, LLC and Agile Lending, LLC (collectively, the “Lender”), which provided for an initial term loan of $525,000, with the ability to receive additional term loans of up to $1.6 million, subject to certain conditions (such loans, the “Original Term Loan”).
Offering costs associated with warrants classified as liabilities are expensed as incurred and are presented as offering cost related to warrant liability in the statement of operations. Offering costs associated with the sale of warrants classified as equity are charged against proceeds. Revenue Recognition. We follow ASC 606, “Revenue from Contracts with Customers” (“Topic 606”).
Offering costs associated with warrants classified as liabilities are expensed as incurred and are presented as offering cost related to warrant liability in the statement of operations. Offering costs associated with the sale of warrants classified as equity are charged against proceeds received. Revenue Recognition. We follow ASC 606, “Revenue from Contracts with Customers” (“Topic 606”).
Sales and marketing expenses include costs associated with selling and marketing our technology to our customers, including personnel compensation, public relations, graphic design, tradeshow, engineering supplies utilized by the sales team and general office expenses specifically related to the sale and marketing department.
Sales and marketing expenses include costs associated with selling and marketing our technology to our customers, including personnel compensation, public relations, graphic design, tradeshow, engineering supplies utilized by the sales team and general office expenses specifically related to the sales and marketing department.
ATM Offering Program On June 21, 2024, we entered into the At the Market Offering Agreement with H.C. Wainwright & Co., LLC, as sales agent, pursuant to which we could issue and sell of up to $3.45 million in shares of our common stock (the “ATM Program”).
ATM Offering Program On June 21, 2024, we entered into the At the Market Offering Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, pursuant to which we could issue and sell of up to $3.45 million in shares of our common stock (as amended to date, the “ATM Program”).
The Amended Loan Agreement provides for a new term loan of $997,000, with the ability to receive additional term loans of up to $1.6 million, subject to certain conditions (such new loans, the “New Term Loan”).
The Amended Loan Agreement provided for a new term loan of $997,000, with the ability to receive additional term loans of up to $1.6 million, subject to certain conditions (such new loans, the “New Term Loan”).
We anticipate cash flows generated from operations and our cash and cash equivalents will be sufficient to meet our liquidity needs for at least the next 12 months. 30 Table of Contents 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.
We anticipate cash flows generated from operations and our cash and cash equivalents will be sufficient to meet our liquidity needs for at least the next 12 months. Determining the extent to which conditions or events raise substantial doubt about our ability to continue as a going concern requires significant judgment and estimation by us.
Research and development expenses include costs associated with our efforts to develop our technology, including personnel 31 Table of Contents compensation, consulting, engineering supplies and components, intellectual property costs, regulatory expense and general office expenses specifically related to the research and development department.
Research and development expenses include costs associated with our efforts to develop our technology, including personnel compensation, consulting, engineering supplies and components, regulatory expense and general office expenses specifically related to the research and development department.
During 2023, cash flows used in operating activities were $19.3 million, consisting of a net loss of $19.4 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $0.1 million (principally stock-based compensation of $1.7 million, issuance costs allocated to warrant liability of $0.6 million, depreciation and amortization expense of $0.2 million and inventory net realizable adjustment of $0.2 million, partially offset by a decrease in fair value of the warrant liability of $2.5 million), a $0.7 million decrease in operating lease liabilities, a $0.5 million decrease in accrued expenses, a $0.5 million increase in inventory and a $0.3 million decrease in accrued severance, partially offset by a $1.0 million increase in accounts payable, a $0.7 decrease in operating lease right-of-use assets, a $0.3 million increase in prepaid expenses and other current assets and a $0.1 million decrease in accounts receivable.
Cash Flows Operating Activities - During 2025, cash flows used in operating activities were $12.4 million, consisting of a net loss of $9.6 million, less adjustments to reconcile net loss to net cash used in operating activities aggregating $0.2 million (principally stock-based compensation of $0.3 million and depreciation and amortization expense of $0.1 million, partially offset by change in fair value of warrant liability of $0.3 million), a $2.9 million increase in accounts receivable, a $1.0 million increase in inventory, a $0.9 million decrease in accounts payable and a $0.5 million increase in operating lease liabilities, partially offset by a $1.0 million increase in accrued liabilities, a $0.7 million decrease in prepaid expenses and other current assets, net of other assets, and a $0.6 million increase in operating lease right-of-use assets.
Our transmitters vary in form factor, power specifications, and operating frequencies, while our receivers are engineered to support a wide range of wireless charging applications across multiple device categories. 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 The first WPN-enabled end product featuring our technology entered the market in 2019.
Our transmitters vary in form factors, power specifications, and operating frequencies, and our receivers are designed to support a range of wireless power-enabled device applications, including: Device Type Application RF Tags Cold Chain, Asset Tracking, Medical IoT Ambient IoT Sensors Cold Chain, Logistics, Asset Tracking Electronic Shelf Labels Retail and Industrial IoT The first WPN-enabled product featuring our technology entered the market in 2019.
Principal and interest on the initial new term loan in the aggregate amount of $1,415,740 is to be repaid in weekly payments of approximately $39,000 and fully repaid on or before the maturity date of July 17, 2025.
Principal and interest on the New Term Loan in the aggregate amount of $1,415,740 was repaid in weekly payments of approximately $39,000 and was fully repaid before the maturity date of July 17, 2025 on July 7, 2025.
In accordance with Topic 606, we recognize revenue using the following five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price of the contract. 4. Allocate the transaction price to the performance obligations of the contract. 5. Recognize revenue when or as the performance obligations are satisfied.
In accordance with Topic 606, we recognize revenue using the following five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price of the contract. 4. Allocate the transaction price to the performance obligations of the contract. 32 Table of Contents 5.
We incurred a net loss of $18.4 million and $19.4 million for 2024 and 2023, respectively. Net cash used in operating activities was $17.6 million and $19.2 million for 2024 and 2023, respectively. As of December 31, 2024, we had cash on hand of $1.4 million.
We incurred a net loss of $9.6 million and $18.4 million for 2025 and 2024, respectively. Net cash used in operating activities was $12.4 million and $17.6 million for 2025 and 2024, respectively. As of December 31, 2025, we had cash on hand of $10.4 million.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview We have developed a scalable, over-the-air WPN technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems to enable RF-based charging for IoT devices.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview We have developed scalable, over-the-air WPN technology that integrates advanced semiconductor chipsets, software controls, hardware designs, and antenna systems to enable RF-based charging for ambient IoT devices, transforming supply chain capabilities from limited tracking to overall business intelligence.
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 are subject to ongoing exposure related to the current macroeconomic environment, including inflation, rising interest rates, geopolitical factors such as the ongoing conflict between Russia and Ukraine, tensions between the United States and China as well as China and Taiwan, conflicts in the Middle East, and supply chain disruptions.
Severance Expense: For the year ended December 31, 2024 2023 $ Change % Change Severance expense $ 1,377 $ 359 $ 1,018 284 % Percent of total revenue 179 % 76 % Severance expense for 2024 and 2023 was $1.4 million and $0.4 million, respectively.
Severance Expense: For the year ended December 31, 2025 2024 $ Change % Change Severance expense $ 403 $ 1,377 $ (974) (71) % Percent of total revenue 7 % 179 % Severance expense for 2025 and 2024 was $0.4 million and $1.4 million, respectively.
During the three months and year ended December 31, 2024, we sold 5,634,585 shares and 6,851,753 shares, respectively, of our common stock under the Current ATM Program for net proceeds of approximately $2.4 million and $3.1 million, respectively (net of commissions and other related offering expenses of approximately $0.1 million and $0.3 million, respectively).
During the year ended December 31, 2024, we sold 228,392 shares of our common stock under the ATM Program for net proceeds of approximately $3.2 million (net of commissions and other related offering expenses of approximately $0.3 million).
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. Please see Note 3 to our financial statements for a more complete description of our significant accounting policies.
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 31 Table of Contents available from other outside sources, as appropriate.
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. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.
GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during the reporting periods.
Cost of Revenue: For the year ended December 31, 2024 2023 $ Change % Change Cost of revenue $ 756 $ 279 $ 477 171 % Percent of total revenue 98 % 59 % Cost of revenue was $0.8 million and $0.3 million, respectively, for 2024 and 2023.
Cost of Revenue: For the year ended December 31, 2025 2024 $ Change % Change Cost of revenue $ 3,601 $ 756 $ 2,845 376 % Percent of total revenue 64 % 98 % Cost of revenue was $3.6 million and $0.8 million, respectively, for 2025 and 2024.
As of February 25, 2025, the Company had $11.7 million in cash on hand. Based on current operating levels and further cost reduction efforts implemented in the first quarter of 2025, we believe we have sufficient cash on hand to fund the next 12 months of operations.
Based on current operating levels and continuation of cost reduction efforts implemented during 2025, we believe we have sufficient cash on hand to fund the next 12 months of operations.
Sales and Marketing Costs: For the year ended December 31, 2024 2023 $ Change % Change Sales and marketing $ 3,066 $ 3,852 $ (786) (20) % Percent of total revenue 399 % 813 % Sales and marketing costs for 2024 and 2023 were $3.1 million and $3.9 million, respectively.
Sales and Marketing Costs: For the year ended December 31, 2025 2024 $ Change % Change Sales and marketing $ 2,359 $ 3,066 $ (707) (23) % Percent of total revenue 42 % 399 % Sales and marketing costs for 2025 and 2024 were $2.4 million and $3.1 million, respectively.
Principal and interest on the initial term loan in the aggregate amount of $756,000 was to be repaid in weekly payments of $27,000 commencing on October 14, 2024, and fully repaid on or before the maturity date of April 21, 2025.
Principal and interest on the Original Term Loan in the aggregate amount of $756,000 was to be repaid in weekly payments of $27,000 commencing on October 14, 2024 and fully repaid on or before the maturity date of April 21, 2025. 37 Table of Contents Effective November 5, 2024, we entered into an amended subordinated business loan agreement with the Lender (the “Amended Loan Agreement”) to refinance the Original Term Loan.
Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S.
Please see Note 3 to our financial statements for a more complete description of our significant accounting policies. Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S.
Each share of common stock and pre-funded warrant was offered and sold together with an accompanying warrant at a combined price of $1.96 per share of common stock or pre-funded warrant, as applicable. The pre-funded warrants were 34 Table of Contents exercised at a price of $0.001 per share during April 2024.
Each share of common stock and 2025 Pre-Funded Warrant was offered and sold together with an accompanying 2025 Warrant at a combined price of $7.92 per share of common stock or 2025 Pre-Funded Warrant and accompanying 2025 Warrant, as applicable.
Impact of Current Global Economic Conditions on Our Business Uncertainty in the global economy presents significant risks to our business.
As we continue to innovate our technology applications, we anticipate the release of additional wireless power-enabled products. Impact of Current Global Economic Conditions on Our Business Uncertainty in the global economy presents significant risks to our business.
We did not incur such cost during 2023. Net Loss. As a result of the factors described above, net loss for 2024 was $18.4 million, compared to $19.4 million for 2023. Liquidity and Capital Resources During 2024 and 2023, we recorded revenue of $0.8 million and $0.5 million, respectively.
Loss on extinguishment of short-term debt was $0.2 million during 2024. We did not incur such cost during 2025. Net Loss. As a result of the factors described above, the net loss for 2025 was $9.6 million, compared to $18.4 million for 2024.
General and Administrative Costs: For the year ended December 31, 2024 2023 $ Change % Change General and administrative $ 5,704 $ 7,272 $ (1,568) (22) % Percent of total revenue 743 % 1,534 % General and administrative costs for 2024 and 2023 were $5.7 million and $7.3 million, respectively.
General and Administrative Costs: For the year ended December 31, 2025 2024 $ Change % Change General and administrative $ 4,495 $ 6,293 $ (1,798) (29) % Percent of total revenue 80 % 819 % General and administrative costs for 2025 and 2024 were $4.5 million and $6.3 million, respectively.
Operating expenses are made up of research and development, sales and marketing, general and administrative, and severance expense. Loss from operations was $18.4 million and $22.1 million, respectively, for 2024 and 2023.
Operating expenses and Loss from Operations. Operating expenses are made up of research and development, sales and marketing, general and administrative, severance expense, and expenses from an abandoned financing transaction.
The decrease of $2.5 million is primarily due to a $1.7 million decrease in employee compensation, consisting primarily of a $1.3 million decrease in personnel-related expenses and a $0.4 million decrease in stock-based compensation, a $0.2 million decrease in legal fees pertaining to patents, a $0.2 million decrease in software and maintenance costs, a $0.1 million decrease in test development costs, a $0.1 million decrease in consulting and third-party expenses and a $0.1 million decrease in travel and miscellaneous office expenses.
The decrease of $3.6 million is primarily due to a $2.0 million decrease in employee-related costs, consisting primarily of an approximately $1.9 million decrease in personnel-related expenses and a $0.2 million decrease in stock-based compensation, a $1.3 million decrease in engineering prototype related expenses, supplies, and software costs, and a $0.2 million decrease in miscellaneous office expenses.
Our revenue consists of its single segment of wireless charging system solutions. The wireless charging system revenue consists of revenue from product development projects and production-level systems. We record revenue associated with product development projects that we enter into with certain customers.
Recognize revenue when or as the performance obligations are satisfied. Our revenue consists of its single segment of wireless charging system solutions. The wireless charging system revenue consists of revenue from product development projects and production-level systems. We record a majority of our revenue based on the shipment of products that we sell.
The decrease of $1.6 million is primarily due to a $0.5 million decrease in stock-based compensation, a $0.5 million decrease in consulting and third-party service fees, a $0.4 million decrease in insurance premiums, a $0.2 million decrease in accounting and auditing fees, a $0.1 million decrease in legal fees, a $0.1 million decrease in computer software and support, a $0.1 million decrease in annual meeting costs and a $0.1 million decrease in travel and miscellaneous office expenses, partially offset by a $0.3 million increase in stock registration expense and a $0.1 million increase in public relations and investor relations expenses.
The decrease of $1.8 million is primarily due to a $0.6 million decrease in legal fees, a $0.4 million decrease in corporate expenses primarily related to stock registration and annual meeting fees, a $0.3 million decrease in consulting, investor relations fees, a $0.2 million decrease in office rent, a $0.2 million decrease in insurance premiums, a $0.1 million decrease in supplies, a $0.1 million decrease in recruiting costs, and a $0.1 million decrease in stock-based compensation, partially offset by a $0.3 million increase in payroll costs accrued as a result of key milestones achieved during 2025 under the 2025 Bonus Plan and higher employee benefit costs.
On February 13, 2025, we filed a prospectus supplement covering the offering, issuance and sale of an additional $80.0 million in shares of our common stock under the ATM Program.
Among other adjustments since June 2024, we filed a prospectus supplement on February 13, 2025, providing for the issuance and sale of up to an additional $80.0 million of shares of common stock under the ATM Program. The maximum capacity under this prospectus supplement was subsequently reduced to $70.0 million on September 10, 2025.
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. Accounting Standards Codification (“ASC”) 205-40 Presentation of Financial Statements - Going Concern , requires management to assess our ability to continue as a going concern.
Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although we believe that our 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.
We did not incur such cost during 2024. Other income resulting from the change in fair value of the warrant liability was $0.3 million during 2024 and $2.5 million during 2023. The changes for both periods were due to a lower market value of our common stock.
The changes for both periods were due to a lower market value of our common stock. As of December 31, 2025, the 2023 Warrants were fully exercised, eliminating the related warrant liability. Net interest income for 2025 was $0.2 million and $0 for 2024.
During 2024 and 2023, cash flows used in investing activities were $0.1 million and $0.2 million, respectively. The cash used in 2024 and 2023 was for the purchases of testing and computer equipment.
Investing Activities - During both 2025 and 2024, cash flows used in investing activities were $0.1 million.
February 2024 Equity Offering On February 15, 2024, we entered into a securities purchase agreement with an institutional investor, providing for the issuance and sale by us, in a registered direct offering (the “February 2024 Offering”), of (i) 570,000 shares of our common stock, (ii) pre-funded warrants to purchase up to 450,409 shares of common stock, and (iii) warrants to purchase up to an aggregate of 1,020,409 shares of common stock.
As of December 31, 2025, approximately $64.6 million in shares of common stock remained available for issuance under the ATM Program, subject to availability of authorized shares. 36 Table of Contents 2025 Offering On September 10, 2025, we entered into a securities purchase agreement with an institutional investor (the “Investor”), providing for the issuance and sale, in a registered direct offering (the “2025 Offering”), of (i) 120,000 shares of our common stock, (ii) pre-funded warrants to purchase up to 465,347 shares of common stock (the “2025 Pre-Funded Warrants”), and (iii) warrants to purchase up to an aggregate of 585,347 shares of common stock (the “2025 Warrants”).
In the fourth quarter of 2021, we commenced shipments of our first at-a-distance wireless PowerBridge transmitter systems for commercial IoT applications and proof-of-concept deployments. As we continue to innovate our technology applications, we anticipate the release of additional wireless power-enabled products.
In the fourth quarter of 2021, we commenced shipments of at-a-distance PowerBridge transmitter systems for commercial IoT applications and proof-of-concept deployments. In the second quarter of 2025, we introduced the battery-free e-Sense tag and the e-Compass cloud-based software platform, which together supported the first end-to-end wireless power-enabled IoT device monitoring and management solution.
In general, these product development projects are complex, and we do not have certainty about our ability to achieve the project milestones. The achievement of a milestone is dependent on our performance obligation and requires acceptance by the customer. We recognize this revenue at the point in time at which the performance obligation is met.
The achievement of a milestone is dependent on our performance obligation and requires acceptance by the customer. We recognize this revenue at the point in time at which the performance obligation is met. The payment associated with achieving the performance obligation is generally commensurate with our effort or the value of the deliverable and is nonrefundable.
We are closely monitoring the impact of these factors on all aspects of our business, including their impact on our operations, financial position, cash flows, inventory, supply chains, global regulatory approvals, purchasing trends, customer payments, and the industry in general, in addition to the impact on our employees.
These conditions may affect various aspects of our business, including our operations, financial position, cash flow, inventory management, supply chains, global regulatory approvals, purchasing trends, customer payment patterns, and the broader industry environment, as well as our employees.
The New Term Loan will be expressly subordinated to our obligations on certain senior indebtedness of the Company as provided in the Amended Loan Agreement. The Amended Loan Agreement replaces the Original Loan Agreement and otherwise contains substantially the same terms as the Original Loan Agreement.
The proceeds of the New Term Loan were used to repay in full the Original Term Loan, which had a settlement value of $648,000 on November 5, 2024. The New Term Loan was expressly subordinated to our obligations on certain senior indebtedness of the Company as provided in the Amended Loan Agreement.
Results of Operations Costs and Expenses Cost of revenue consists of direct materials, direct labor and overhead for our production-level wireless charging systems.
At the point of loss recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the new cost basis. Results of Operations Costs and Expenses Cost of revenue consists of direct materials, direct labor and overhead for our production-level wireless charging systems.
Research and Development Costs: For the year ended December 31, 2024 2023 $ Change % Change Research and development $ 8,275 $ 10,811 $ (2,536) (23) % Percent of total revenue 1,077 % 2,281 % Research and development costs for 2024 and 2023 were $8.3 million and $10.8 million, respectively.
The loss from operations was $10.0 million and $18.4 million, respectively, for 2025 and 2024. 34 Table of Contents Research and Development Costs: For the year ended December 31, 2025 2024 $ Change % Change Research and development $ 4,126 $ 7,686 $ (3,560) (46) % Percent of total revenue 73 % 1,001 % Research and development costs for 2025 and 2024 were $4.1 million and $7.7 million, respectively.
Net interest income for 2024 was $0, as $0.2 million in interest income from our money market account, offset $0.2 million in interest expense from a short-term loan. Interest income of $0.8 million during 2023 was from interest earned from our money market account. Loss on extinguishment of short-term debt was $0.2 million during 2024.
During 2025, we earned $0.5 million in interest from our money market account, partially offset by $0.3 million in interest expense related to a short-term loan, originated in 2024 and paid off in 2025. During 2024, we earned $0.2 million in interest from our money market account, offset by $0.2 million in interest expense from a short-term loan.
The other warrants to purchase 1,020,409 shares of common stock are still outstanding and have an exercise price of $1.84 per share. These warrants expire five years from the date of issuance. We received net proceeds of approximately $1.8 million from the February 2024 Offering, after deducting placement agent fees and estimated offering expenses.
The 2025 Pre-Funded Warrants expire when they are exercised in full and the 2025 Warrants expire five years from the date of issuance. The 2025 Offering closed on September 11, 2025. We received net proceeds of approximately $4.0 million from the 2025 Offering, after deducting placement agent fees and estimated offering expenses.
The decrease of $0.8 million is primarily due to a $0.8 million decrease in employee compensation, consisting of a $0.7 million decrease in personnel-related expenses due to a lower headcount within the department and a $0.1 million decrease in stock-based compensation, a $0.1 million decrease in tradeshow expense and a $0.1 million decrease in software, travel and miscellaneous office expenses, partially offset by a $0.2 million increase in consulting, third-party and public relations fees.
The decrease of $0.7 million is primarily due to a $0.5 million decrease in consulting, public relations, and recruiting fees, a $0.1 million decrease in marketing and tradeshow expenses, and a $0.1 million decrease in trademark and promotional expenses.
The increase of $1.0 million is primarily due to the departure of the former CEO during 2024 for which $1.2 million in severance expense was recorded, partially offset by $0.3 million in severance expense recorded during 2023 due to the departure of the former CFO. 33 Table of Contents Other income (expense), net: For the year ended December 31, 2024 2023 $ Change % Change Offering costs related to warrant liability $ $ (592) $ 592 100 % Change in fair value of warrant liability 262 2,515 (2,253) (90) % Interest income, net 809 (809) (100) % Loss on extinguishment of short-term debt (219) (219) (100) % Other expense (31) (31) (100) % Total other income (expense), net $ 12 $ 2,732 $ (2,720) (100) % Offering costs related to warrant liability were $0.6 million during 2023.
Other income (expense), net: For the year ended December 31, 2025 2024 $ Change % Change Change in fair value of warrant liability $ 257 $ 262 $ (5) (2) % Interest income, net 166 166 100 % Loss on retirement of property and equipment (1) (1) (100) % Loss on extinguishment of short-term debt (219) 219 100 % Discount fees from accounts receivable factoring agreements (31) 31 100 % Total other income, net $ 422 $ 12 $ 410 3,417 % Other income resulting from the change in fair value of the warrant liability was approximately $0.3 million in both 2024 and 2025.
During 2023, cash flows provided by financing activities were $7.1 million, which consisted of $4.2 million in net proceeds from the sale of shares of our common stock under our prior at-the-market offering program, $2.7 million in net proceeds from the issuance and sale of common stock and warrants, $0.1 million in proceeds from a direct sale of common stock to the former Chief Executive Officer and $0.1 million in proceeds from the ESPP.
The cash used in 2025 and 2024 was for the purchases of testing hardware and computer equipment. 38 Table of Contents Financing Activities - During 2025, cash flows provided by financing activities were $21.6 million, which primarily consisted of $18.4 million in net proceeds from the sale of shares of our common stock under the ATM Program, $4.0 million in net proceeds from the sale of stock and warrants and $0.4 million in proceeds from warrant exercises, partially offset by $0.9 million in repayments of a short-term loan and $0.3 million in repayments of financed insurance.
After December 31, 2024, we settled sales of an additional 16,584,405 shares of our common stock for net proceeds of approximately $13.4 million (net of $0.7 million in commissions and issuance costs) under the ATM Program. These sales settled between January 2, 2025 and February 12, 2025.
In total, during the year ended December 31, 2025, we sold an aggregate of 1,107,968 shares of common stock under all prospectus supplements to the ATM Program for net proceeds of approximately $18.4 million (net of commissions and other related offering expenses of approximately $1.2 million).
We are currently meeting our liquidity requirements through the proceeds of securities offerings in at-the-market (ATM) offerings that raised net proceeds of $3.2 million during 2024 and $13.4 million during 2025 through February 25, 2025, as well as through a short-term loan on which we have a payable balance due of approximately $0.8 million as of December 31, 2024.
We are currently meeting our liquidity requirements through the collection of accounts receivable and net proceeds of securities offerings through the at-the-market ATM Program. As of March 23, 2026, cash on hand was $39.4 million.
The payment associated with achieving the performance obligation is generally commensurate with our effort or the value of the deliverable and is nonrefundable. Any deferred revenue is recognized upon achievement of the performance obligation or expiration of a support agreement.
Any deferred revenue is recognized upon achievement of the performance obligation or expiration of a support agreement. Inventory . We state inventory at the lower of cost, determined on a weighted average cost method, or net realizable value. Net realizable value is calculated at the end of each reporting period and an adjustment, if needed, is made.
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Our WPN technology provides a comprehensive suite of capabilities designed to power the next generation of wireless energy networks, seamlessly delivering power and data across diverse, battery-free device ecosystems. This innovation enhances operational visibility, control, and intelligent business automation. Our solutions support both near-field and at-a-distance wireless charging, supplying power at multiple levels across varying distances.
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Our WPN technology consists of transmitter systems, receiver integrated circuits, and supporting software designed to deliver power and data to battery-free IoT devices across a range of operating distances and power levels. These capabilities support applications that require continuous operation without wired power connections or periodic battery replacement.
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By enabling continuous wireless power transmission, our transmitter and receiver technologies facilitate the use of battery-free IoT devices, transforming asset and inventory tracking across multiple industries.
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With a patent portfolio exceeding 300 patents, our solutions support both near-field and at-a-distance wireless power transmission and include advanced receiver technology designed for use across multiple device categories. Applications include retail sensors, ESLs, asset trackers, air quality monitors, motion detectors, and other monitoring solutions. To date, we have developed and released multiple transmitter and battery-free receiver products.
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Key applications include retail sensors, electronic shelf labels, asset trackers, air quality monitors, motion detectors, and other smart monitoring solutions. 29 Table of Contents We believe our technology represents a breakthrough in wireless power delivery, offering a differentiated approach to charging IoT devices via RF technology.
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Accounting Standards Codification (“ASC”) 205-40 Presentation of Financial Statements - Going Concern , requires management to assess our ability to continue as a going concern.
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To date, we have developed and released multiple transmitter and receiver solutions, including prototypes and partner production designs.
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Generally, there is a five-day return policy on our shipment of products. Additionally, we record revenue associated with product development projects that we enter into with certain customers. In general, these product development projects are complex, and we do not have certainty about our ability to achieve the project milestones.
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We have determined that there was substantial doubt about our ability to continue as a going concern, but it was alleviated based on financing received in 2025, as well as current operating levels and further cost reductions implemented in the first quarter of 2025.
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During 2025 and 2024, we recorded revenue of $5.6 million and $0.8 million, respectively.
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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.
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The 633% year over year increase is primarily due to the expansion of commercial applications with multinational enterprise retailers, including two Fortune 10 companies (one of which accounted for 85% of our 2025 revenue), deploying our WPN technology in connection with their infrastructure modernization initiatives as well as a proof-of-concept deployment with a Fortune 500 customer, referred through the Company’s participation in the Amazon Web Services (“AWS”) Partner Network.
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During 2024 and 2023, we recorded revenue of $0.8 million and $0.5 million, respectively. The increase in revenue in 2024 is primarily due to an increase in commercial sales of our PowerBridge transmitters, driven primarily by the delivery of transmitters to fulfill an initial order from a Fortune 10 retailer in the fourth quarter of 2024.
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The increase is primarily due to higher sales volume of PowerBridge Pro transmitters that were shipped during 2025. With the continued ramp up of our volume manufacturing during 2025 and other strategic efforts made to optimize operations, product margins improved significantly, transitioning from a gross profit in 2024 of $12,000 to a gross profit in 2025 of approximately $2.0 million.
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In contrast, revenue recorded for 2023 was primarily attributable to engineering services, integrated circuit sales, and PowerBridge transmitters for use in proofs of concept.
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Severance expense during 2025 was related to separations with certain non-executive employees. Severance expense during 2024 was primarily due to the departure of our former CEO, representing approximately $1.2 million in recorded severance expense.
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The increase is primarily due to the cost of transmitters sold, as the initial sales of 2-watt PowerBridge transmitters that were shipped during 2024 were built in-house. We believe the cost of producing these transmitters will decrease in future quarters, as we utilize a contract manufacturer to build in larger production volumes.
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Expenses from Abandoned Financing Transaction: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ $ Change ​ ​ ​ % Change Expenses from abandoned financing transaction ​ $ 661 ​ $ — ​ $ 661 100 % Percent of total revenue ​ 12 % 0 % ​ ​ ​ ​ ​ 35 Table of Contents Expenses related to our abandoned financing transaction were $0.7 million during 2025, primarily attributable to our decision to terminate and refund the previously announced convertible preferred equity offering under Regulation A.
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During 2023, revenue generated by transmitter sales represented a small percentage of the total revenue for that period, as the revenue for 2023 consisted mainly of non-recurring engineering fees for which the associated cost was included in research and development costs. 32 Table of Contents Operating expenses and Loss from Operations.
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During the three months ended December 31, 2025, we sold 25,093 shares of our common stock under the ATM Program for net proceeds of approximately $0.1 million.
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Between February 21, 2025 and February 26, 2025, the Company settled sales of 252,040 shares of common stock for net proceeds of approximately $38,000 under the ATM Program pursuant to the prospectus supplement filed on February 13, 2025.
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During the year ended December 31, 2025, we sold 555,155 shares of common stock pursuant to the February 2025 prospectus supplement, resulting in net proceeds of approximately $5.0 million (net of commissions and other related offering expenses of approximately $0.4 million).
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The Term Loan would be expressly subordinated to our obligations on certain senior indebtedness as provided in the Original Loan Agreement.
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Each 2025 Pre-Funded Warrant and 2025 Warrant is exercisable at any time on or after the date of issuance to purchase one share of common stock at a price of either $0.00001 per share, in the case of the 2025 Pre-Funded Warrants, or $7.79 per share, in the case of the 2025 Warrants.
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Effective only upon the occurrence and continuance of an event of default under the Loan Agreement, we would grant the Lender a security interest in certain collateral, excluding intellectual property, of Energous Corporation as set forth in the Original Loan Agreement.
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Additionally, pursuant to the Engagement Letter, dated as of July 9, 2024, as amended on December 20, 2024 and August 20, 2025 (the “Original Engagement Letter”), between the Company and Wainwright, and the Engagement Letter Joinder Agreement, dated as of September 10, 2025 (the “Joinder Agreement” and, together with the Original Engagement Letter, the “Engagement Letter”), by and among Energous, Wainwright and Rodman & Renshaw LLC (“Rodman & Renshaw” and, together with Wainwright, the “Placement Agents”), Energous, in connection with the closing of the 2025 Offering, agreed to issue to the Placement Agents or their respective designees warrants (the “Registered Direct Offering Placement Agent Warrants”) to purchase up to an aggregate of 40,974 shares of common stock.
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Effective November 5, 2024, we entered into an amended subordinated business loan agreement with the Lender (the “Amended Loan Agreement”) to refinance the Term Loan.
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The Registered Direct Offering Placement Agent Warrants have substantially the same terms as the 2025 Warrants, except the Registered Direct Offering Placement Agent Warrants are exercisable at any time on or after the date of issuance to purchase one share of common stock at a price of $9.90 per share and the Registered Direct Offering Placement Agent Warrants expire on September 10, 2030.

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