10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019

OR

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

COMMISSION FILE NUMBER 001-36379

ENERGOUS CORPORATION

(Exact name of registrant as specified in its charter)

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

3590 North First Street, Suite 210, San Jose, CA  95134

(Address of principal executive office)        (Zip code)

(408) 963-0200

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☑     No ☐

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

Large accelerated filer	☐	Accelerated filer	☑
Non-accelerated filer	☐	Smaller reporting company	☑
Emerging growth company	☐

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value	WATT	The Nasdaq Stock Market

As of August 2, 2019, there were 30,637,520 shares of our Common Stock, par value $0.00001 per share, outstanding.

ENERGOUS CORPORATION

FORM 10-Q

FOR THE THREE MONTHS ENDED JUNE 30, 2019

INDEX

PART I - FINANCIAL INFORMATION	3
Item 1.  Financial Statements	3
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.  Quantitative and Qualitative Disclosure About Market Risk	23
Item 4.  Controls and Procedures	23
PART II – OTHER INFORMATION	24
Item 1.  Legal Proceedings	24
Item 1A.  Risk Factors	24
Item 2.  Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities	35
Item 3.  Defaults Upon Senior Securities	35
Item 4.  Mine Safety Disclosures	35
Item 5.  Other Information	35
Item 6.  Exhibits	35

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Energous Corporation

BALANCE SHEETS

	As of
	June 30, 2019			December 31, 2018
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	29,208,245		$	20,106,485
Accounts receivable		47,500			44,550
Prepaid expenses and other current assets		486,360			637,708
Operating lease right-of-use assets		121,216			–
Total current assets		29,863,321			20,788,743
Property and equipment, net		914,964			1,219,016
Other assets		2,410			2,410
Total assets	$	30,780,695		$	22,010,169
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,327,261		$	1,861,385
Accrued expenses		2,111,116			1,778,349
Operating lease liabilities		127,540			–
Total current liabilities		3,565,917			3,639,734
Commitments and contingencies
Stockholders’ equity:
Preferred Stock, $0.00001 par value, 10,000,000 shares authorized    at June 30, 2019 and December 31, 2018; no shares issued or    outstanding		–			–
Common Stock, $0.00001 par value, 50,000,000 shares authorized    at June 30, 2019 and December 31, 2018; 30,603,534 and    26,526,303 shares issued and outstanding at June 30, 2019    and December 31, 2018, respectively.		306			265
Additional paid-in capital		272,779,507			243,111,741
Accumulated deficit		(245,565,035	)		(224,741,571	)
Total stockholders’ equity		27,214,778			18,370,435
Total liabilities and stockholders’ equity	$	30,780,695		$	22,010,169

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

3

Energous Corporation

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2019			2018			2019			2018
Revenue	$	47,500		$	205,773		$	114,000		$	230,773
Operating expenses:
Research and development		5,515,017			7,639,974			12,315,695			16,361,526
Sales and marketing		1,143,910			1,602,137			2,743,362			3,074,533
General and administrative		3,335,229			3,268,028			6,097,140			6,548,243
Total operating expenses		9,994,156			12,510,139			21,156,197			25,984,302
Loss from operations		(9,946,656	)		(12,304,366	)		(21,042,197	)		(25,753,529	)
Other income:
Interest income		142,660			5,995			218,733			11,701
Total other income		142,660			5,995			218,733			11,701
Net loss	$	(9,803,996	)	$	(12,298,371	)	$	(20,823,464	)	$	(25,741,828	)
Basic and diluted loss per common share	$	(0.32	)	$	(0.48	)	$	(0.71	)	$	(1.03	)
Weighted average shares outstanding, basic and diluted		30,445,438			25,479,861			29,199,225			25,042,529

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

4

Energous Corporation

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

	Common Stock					Additional Paid-in			Accumulated			Total Stockholders'
	Shares			Amount		Capital			Deficit			Equity
Balance at January 1, 2019		26,526,303		$	265	$	243,111,741		$	(224,741,571	)	$	18,370,435
Stock-based compensation - restricted    stock units ("RSUs")		–			–		3,083,567			–			3,083,567
Stock-based compensation - employee    stock purchase plan ("ESPP")		–			–		87,825			–			87,825
Issuance of shares for RSUs		434,522			4		(4	)		–			–
Shares withheld for payroll tax on RSUs		(1,329	)		–		(10,207	)		–			(10,207	)
Shares withheld for payroll tax on performance share    units ("PSUs")		(44,481	)		–		(329,159	)		–			(329,159	)
Exercise of stock options		80,201			1		400,102			–			400,103
Proceeds from contributions to the ESPP		–			–		173,167			–			173,167
Issuance of shares and warrant in a private    placement, net of $1,680,844 in issuance costs		3,333,333			33		23,319,123			–			23,319,156
Net loss		–			–		–			(11,019,468	)		(11,019,468	)
Balance, March 31, 2019 (unaudited)		30,328,549		$	303	$	269,836,155		$	(235,761,039	)	$	34,075,419
Stock-based compensation - restricted    stock units ("RSUs")		–			–		2,675,184			–			2,675,184
Stock-based compensation - employee    stock purchase plan ("ESPP")		–			–		122,749			–			122,749
Issuance of shares for RSUs		189,220			2		(2	)		–			–
Proceeds from contributions to the ESPP		85,765			1		145,421			–			145,422
Net loss		–			–		–			(9,803,996	)		(9,803,996	)
Balance, June 30, 2019 (unaudited)		30,603,534		$	306	$	272,779,507		$	(245,565,035	)	$	27,214,778
	Common Stock					Additional Paid-in			Accumulated			Total Stockholders'
	Shares			Amount		Capital			Deficit			Equity
Balance at January 1, 2018		22,584,588		$	225	$	185,659,954		$	(173,901,449	)	$	11,758,730
Stock-based compensation - restricted    stock units ("RSUs")		–			–		4,251,961			–			4,251,961
Stock-based compensation - employee    stock purchase plan ("ESPP")		–			–		154,545			–			154,545
Stock-based compensation - performance    share units ("PSUs")		–			–		202,702			–			202,702
Issuance of shares for RSUs		341,936			3		(3	)		–			–
Issuance of shares for PSUs		80,098			1		(1	)		–			–
Exercise of stock options		179,732			2		981,051			–			981,053
Cashless exercise of warrants		7,989			–		–			–			–
Proceeds from contributions to the ESPP		–			–		200,935			–			200,935
Issuance of shares in an at-the-market ("ATM")    offering, net of $1,153,715 in issuance costs		2,221,455			22		38,846,793			–			38,846,815
Net loss		–			–		–			(13,443,457	)		(13,443,457	)
Balance, March 31, 2018 (unaudited)		25,415,798		$	253	$	230,297,937		$	(187,344,906	)	$	42,953,284
Stock-based compensation - restricted    stock units ("RSUs")		–			–		3,884,725			–			3,884,725
Stock-based compensation - employee    stock purchase plan ("ESPP")		–			–		253,201			–			253,201
Stock-based compensation - performance    share units ("PSUs")		–			–		204,954			–			204,954
Issuance of shares for RSUs		104,112			1		(1	)		–			–
Exercise of stock options		872			–		2,171			–			2,171
Cashless exercise of warrants		11,370			–		–			–			–
Proceeds from contributions to the ESPP		29,458			–		169,879			–			169,879
Net loss		–			–		–			(12,298,371	)		(12,298,371	)
Balance, June 30, 2018 (unaudited)		25,561,610		$	254	$	234,812,866		$	(199,643,277	)	$	35,169,843

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

5

Energous Corporation

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended June 30,
	2019			2018
Cash flows from operating activities:
Net loss	$	(20,823,464	)	$	(25,741,828	)
Adjustments to reconcile net loss to:
Net cash used in operating activities:
Depreciation and amortization		476,863			574,815
Stock based compensation		5,969,325			8,952,088
Amortization of operating lease right-of-use assets		293,210			–
Amortization of prepaid rent from stock issuance to landlord		–			40,392
Changes in operating assets and liabilities:
Accounts receivable		(2,950	)		(205,773	)
Prepaid expenses and other current assets		94,681			436,360
Accounts payable		(534,124	)		361,302
Accrued expenses		332,767			211,518
Operating lease liabilities		(230,219	)		–
Net cash used in operating activities		(14,423,911	)		(15,371,126	)
Cash flows from investing activities:
Purchases of property and equipment		(172,811	)		(548,800	)
Net cash used in investing activities		(172,811	)		(548,800	)
Cash flows from financing activities:
Net proceeds from the sales of common stock		23,319,156			38,846,815
Proceeds from the exercise of stock options		400,103			983,224
Proceeds from contributions to employee stock purchase plan		318,589			370,814
Shares repurchased for tax withholdings on vesting of RSUs		(10,207	)		–
Shares repurchased for tax withholdings on vesting of PSUs		(329,159	)		–
Net cash provided by financing activities		23,698,482			40,200,853
Net increase in cash and cash equivalents		9,101,760			24,280,927
Cash and cash equivalents – beginning		20,106,485			12,795,254
Cash and cash equivalents – ending	$	29,208,245		$	37,076,181
Supplemental disclosure of non-cash financing activities:
Common stock issued for RSUs	$	6		$	4
Common stock issued for PSUs	$	–		$	1

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

6

Note 1 - Business Organization, Nature of Operations

Energous Corporation (the “Company”) was incorporated in Delaware on October 30, 2012. The Company has developed its WattUp® technology, consisting of proprietary semiconductor chipsets, software, hardware designs and antennas, that enables radio frequency (“RF”) based charging for electronic devices, providing wire-free contact and non-contact charging solutions, with the potential to enable charging with mobility. The Company believes its proprietary WattUp technology can be utilized in consumer electronics such as wearables, hearing aids, earbuds, Bluetooth headsets, Internet of Things (“IoT”) devices, smartphones, tablets, e-book readers, keyboards, mice, remote controls, rechargeable lights, cylindrical batteries, medical devices and other devices with charging requirements that would otherwise require battery replacement or wired power connection.

Note 2 – Liquidity and Management Plans

During the three and six months ended June 30, 2019, the Company recorded revenue of $47,500 and $114,000, respectively, and during the three and six months ended June 30, 2018, the Company recorded revenue of $205,773 and $230,773, respectively. During the three and six months ended June 30, 2019, the Company recorded net losses of $9,803,996 and $20,823,464, respectively, and during the three and six months ended June 30, 2018, the Company recorded net losses of $12,298,371 and $25,741,828, respectively. Net cash used in operating activities was $14,423,911 and $15,371,126 for the six months ended June 30, 2019 and 2018, respectively. The Company is currently meeting its liquidity requirements through the proceeds of securities offerings that raised net proceeds of $23,319,156 in March 2019 and $38,846,815 in January 2018, along with payments received under product development projects.

As of June 30, 2019, the Company had cash on hand of $29,208,245. The Company expects that cash on hand as of June 30, 2019, together with anticipated revenues, will be sufficient to fund the Company’s operations into the third quarter of 2020.

Research and development of new technologies is by its nature unpredictable. Although the Company intends to continue its research and development activities, there can be no assurance that its available resources and business operations will generate revenues sufficient to sustain operations. Accordingly, the Company will likely pursue additional financing, which could include offerings of equity or debt securities, bank financings, commercial agreements with customers or strategic partners, and other alternatives, depending upon market conditions. There is no assurance that such financing would be available on terms that the Company would find acceptable, or at all.

The market for products using the Company’s technology is broad and evolving, but remains nascent and unproven, so the Company’s success is dependent upon many factors, including customer acceptance of our existing products, technical feasibility of future products, regulatory approval, competition and global market fluctuations.

Note 3 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2018 included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 28, 2019.  The accounting policies used in preparing these unaudited condensed interim financial statements are consistent with those described in the Company’s December 31, 2018 audited financial statements.

7

Note 3 – Summary of Significant Accounting Policies, continued

Use of Estimates

The preparation of financial statements in conformity with US 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.  

The Company’s significant estimates and assumptions include the valuation of stock-based compensation instruments, recognition of revenue, the useful lives of long-lived assets, and income tax expense. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although the Company believes 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.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.

Revenue Recognition

On January 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), which is described below in Recent Accounting Pronouncements.

In accordance with Topic 606, the Company recognizes revenue using the following five-step approach:

1. Identify the contract with a 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 in the contract.

5. Recognize revenue when the performance obligations are met or delivered.

The Company records revenue associated with product development projects that it enters into with certain customers. In general, these development projects are complex, and the Company does not have certainty about its ability to achieve the project milestones. The achievement of a milestone is dependent on the Company’s performance obligation and requires acceptance by the customer.  The Company recognizes revenue based on when the performance obligation is met. However, the Company does not recognize revenue in excess of that payable upon achievement of an accepted milestone, as there would be uncertainty of payment for work that has not been accepted. The payment associated with achieving the performance obligation is generally commensurate with the Company’s effort or the value of the deliverable and is nonrefundable. The Company records the expenses related to these projects in research and development expense, in the periods such expenses were incurred.

The Company records royalty revenue from its manufacturing partner, Dialog, based on shipments from Dialog to its customers.

Currently, other than royalty revenue from Dialog, the Company’s other revenue source is product development projects.

Research and Development

Research and development expenses are charged to operations as incurred. For internally developed patents, all patent application costs are expensed as incurred as research and development expense. Patent application costs, which are generally legal costs, are expensed as research and development costs until such time as the future economic benefits of such patents become more certain. The Company incurred research and development costs of $5,515,017 and $7,639,974 for the three months ended June 30, 2019 and 2018, respectively, and the Company incurred research and development costs of $12,315,695 and $16,361,526 for the six months ended June 30, 2019 and 2018, respectively.

8

Note 3 – Summary of Significant Accounting Policies, continued

Stock-Based Compensation

The Company accounts for equity instruments issued to employees, board members and contractors in accordance with accounting guidance that requires awards to be recorded at their fair value on the date of grant and are amortized over the vesting period of the award. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the equity instrument issued.

Under the Energous Corporation Employee Stock Purchase Plan (“ESPP”), employees may purchase a limited number of shares of the Company’s common stock at a 15% discount from the lower of the closing market prices measured on the first and last days of each half-year period. The Company recognizes compensation expense for the fair value of the purchase options, as measured on the grant date.

Income Taxes

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of June 30, 2019, no liability for unrecognized tax benefits was required to be reported. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the three or six months ended June 30, 2019 and 2018.

Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method), the vesting of restricted stock units (“RSUs”), performance stock units (“PSUs”) and the shares issuable from the enrollment of employees in the ESPP. The computation of diluted loss per share excludes potentially dilutive securities of 7,228,185 and 7,403,916 for the three months ended June 30, 2019 and 2018, respectively, and 7,228,185 and 7,403,916 for the six months ended June 30, 2019 and 2018, respectively, because their inclusion would be anti-dilutive.

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

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2019		2018		2019		2018
Warrant issued to private investors		4,702,354		3,035,688		4,702,354		3,035,688
Options to purchase common stock		576,293		856,635		576,293		856,635
RSUs		1,949,538		2,640,034		1,949,538		2,640,034
PSUs		-		871,559		-		871,559
Total potentially dilutive securities		7,228,185		7,403,916		7,228,185		7,403,916

9

Note 3 – Summary of Significant Accounting Policies, continued

Leases

As of January 1, 2019, the Company determines if an arrangement is a lease at the inception of the arrangement. The Company applies the short-term lease recognition exemption and recognizes lease payments in profit or loss at lease commencement for facility or equipment leases that have a lease term of 12 months or less and do not include a purchase option whose exercise is reasonably certain. Operating leases are included in operating lease right-of-use (ROU) assets and operating lease liabilities.

ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are measured and recorded at the later of the adoption date, January 1, 2019, or the service commencement date based on the present value of lease payments over the lease term. The Company uses the implicit interest rate when readily determinable; however, most leases do not establish an implicit rate, so the Company uses an estimate of the incremental borrowing rate based on the information available at the time of measurement. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 4 – Commitments and Contingencies, Operating Leases for further discussion of the Company’s operating leases.

Recent Accounting Pronouncements

In January 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement offinancial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified approach. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company has adopted ASU 2016-02 and its adoption had no material impact on its financial statements.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (230) – Restricted Cash.” ASU No. 2016-18 requires an entity to include amounts described as restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2018. The Company has adopted ASU 2016-18 and its adoption had no material impact on its financial statements.

In July 2017, the FASB issued a two-part ASU No. 2017-11, I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 amends guidance in FASB ASC 260, Earnings Per Share, FASB ASC 480, Distinguishing Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging. The amendments in Part I of ASU 2017-11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments in Part II of ASU 2017-11 re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. ASU 2017-11 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company has adopted ASU 2017-11 and its adoption had no material impact on its financial statements.

10

Note 3 – Summary of Significant Accounting Policies, continued

Recent Accounting Pronouncements, continued

In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting.” ASU 2018-07 aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, “Equity – Equity-based Payments to Nonemployees.” It is effective for annual reporting periods beginning after December 15, 2018. The Company adopted ASU 2018-07 and its adoption had no material impact on its financial statements.

Management’s Evaluation of Subsequent Events

The Company evaluates events that have occurred after the balance sheet date of June 30, 2019, through the date which the financial statements are issued. Based upon the review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Note 4 – Commitments and Contingencies

Operating Leases

On September 10, 2014, the Company entered into a Lease Agreement with Balzer Family Investments, L.P. (the “Landlord”) related to space located at Northpointe Business Center, 3590 North First Street, San Jose, California. The initial term of the lease is 60 months, with initial monthly base rent of $36,720 and the lease is subject to certain annual escalations as defined in the agreement.

On February 26, 2015, the Company entered into a sub-lease agreement for space in its San Jose location on the first floor and was amended on August 25, 2015 to include additional space. The agreement had a term which expired on June 30, 2019.

On March 13, 2019, the Company amended its Lease Agreement with the Landlord which combined both the first-floor space and the second-floor space for the final three months of the original lease term for the second floor, which expires on September 30, 2019. Effective July 1, 2019 through September 30, 2019, the new monthly rent payment will be $48,372. A lease renewal agreement was signed on July 1, 2019 for the first and second floor spaces of the San Jose property. Additional information is provided in Note 9 – Subsequent Events.

On May 31, 2017, the Company renewed a lease agreement for the Company’s space in Costa Mesa, California. The agreement has a term that expires on September 30, 2019 with initial monthly rent of $9,040 and is subject to certain annual escalations as defined in the agreement. On July 15, 2019, the Company signed an agreement for the renewal of the property in Costa Mesa, California. Additional information is provided in Note 9 – Subsequent Events

In February 2016, the FASB issued its final standard on lease accounting, ASU No. 2016-02, “Leases (Topic 842),” which superseded Topic 840, “Leases,” which was further modified in ASU No. 2018-10, “Codification Improvements” to clarify the implementation guidance. The new accounting standard was effective for the Company beginning on January 1, 2019 and required the recognition on the balance sheet of right-of-use assets and lease liabilities. The Company elected the optional transition method and adopted the new guidance on January 1, 2019 on a modified retrospective basis with no restatement of prior period amounts. The Company’s adoption of the new standard resulted in the recognition of right-of-use assets of $414,426 and operating lease liabilities of $485,747, with no material cumulative effect adjustment to equity as of the date of adoption. As of June 30, 2019, the Company’s remaining weighted average operating lease terms were approximately 3 months. The weighted average discount rate used to measure the outstanding operating lease liabilities was 10% as of June 30, 2019.

A reconciliation of undiscounted cash flows to lease liabilities recognized as of June 30, 2019 is as follows:

	Amount
	(unaudited)
2019		129,566
Present value discount (10% weighted average)		(2,026	)
Total operating lease liabilities	$	127,540

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Note 4 – Commitments and Contingencies, continued

HostedDesign Solution Agreement

In June 2015, the Company entered into a three-year agreement to license electronic design automation software in a hosted environment. Pursuant to the agreement, under which services began in July 2015, the Company is required to remit quarterly payments in the amount of approximately $101,000 with the last payment due in March 2018. In December 2015, the agreement was amended to update and redefine the hosted hardware and software licensed by the Company and the quarterly payments increased to approximately $198,000. In July 2018, the Company renewed the three-year agreement, and the Company is required to remit quarterly payments in the amount of approximately $218,000, with the last payment due in March 2021.

Litigations, Claims, and Assessments

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

MBO Bonus Plan

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

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

During the three months ended June 30, 2019, the Company accrued $209,675 in expense under the Bonus Plan, which will be paid during the third quarter of 2019. During the three months ended June 30, 2018, the Company accrued $492,818 in expense, which was paid during the third quarter of 2018. During the six months ended June 30, 2019 and 2018, the Company incurred $524,188 and $760,114 in expense under the Bonus Plan.

Severance and Change in Control Agreement

On March 15, 2018, the Compensation Committee approved a form of Severance and Change in Control Agreement (“SeveranceAgreement”) that the Company may enter into with executive officers (“Executive”).

Under the Severance Agreement, if an Executive is terminated in a qualifying termination, the Company agrees to pay the Executive six to 12 months of that Executive’s monthly base salary and bonuses, in under some circumstances. If the Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) the Company agrees to pay the full amount of Executive’s premiums under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the six to 12 month period following the Executive’s termination.

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Note 4 – Commitments and Contingencies, continued

Employee Agreement – Stephen Rizzone

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

The Employment Agreement was effective as of January 1, 2015, had an initial term of four years and renews automatically each year after the initial term. The Employment Agreement provides for an annual base salary of $365,000, and Mr. Rizzone is eligible to receive quarterly cash bonuses from the Bonus Plan with a total target amount equal to 100% of his base salary based upon achievement of performance-based objectives established by the Board.

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

Strategic Alliance Agreement

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

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

Note 5 – Stockholders’ Equity

Authorized Capital

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

Note 5 – Stockholders’ Equity, continued

Public Offerings

Pursuant to a shelf registration statement on Form S-3 filed on April 24, 2015, in January 2018, the Company raised $38,846,815 (net of $1,153,715 in underwriter’s discount and issuance costs) from the sale of stock in an “at-the-market” offering of its common stock.

On August 9, 2018, the Company filed a shelf registration statement on Form S-3, which became effective on August 17, 2018. This shelf registration statement allows the Company to sell, from time to time, any combination of debt or equity securities described in the registration statement up to aggregate proceeds of $75,000,000. Pursuant to this registration statement, in March 2019 the Company raised $23,319,156 (net of $1,680,844 in issuance costs) from an offering of shares of its common stock and warrants to purchase 1,666,666 shares of common stock at an exercise price of $10.00 per share.

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Note 6 – Stock-Based Compensation

Equity Incentive Plans

2013 Equity Incentive Plan

Effective on May 16, 2018, the Company’s stockholders approved the amendment and restatement of the 2013 Equity Incentive Plan to increase the number of shares reserved for issuance through equity-based instruments thereunder by 1,600,000 shares, bringing to 6,085,967 the total number of shares approved for issuance under that plan.

As of June 30, 2019, 1,628,225 shares of common stock remain available to be issued under the 2013 Equity Incentive Plan.

2014 Non-Employee Equity Compensation Plan

Effective on May 16, 2018, the Company’s stockholders approved the amendment and restatement of the 2014 Equity Incentive Plan to increase the number of shares reserved for issuance through equity-based instruments thereunder by 250,000 shares, bringing to 850,000 the total number of shares approved for issuance under that plan.

As of June 30, 2019, 208,842 shares of common stock remain available to be issued through equity-based instruments under the 2014 Non-Employee Equity Compensation Plan.

2015 Performance Share Unit Plan

Effective on May 16, 2018, the Company’s stockholders approved the amendment and restatement of the 2015 Performance Share Unit Plan to increase the number of shares reserved for issuance through equity-based instruments thereunder by 1,400,000 shares, bringing to 2,710,104 the total number of shares approved for issuance under that plan.

As of June 30, 2019, 1,431,951 shares of common stock remain available to be issued through equity-based instruments under the 2015 Performance Share Unit Plan.

2017 Equity Inducement Plan

On December 28, 2017, the Board approved the 2017 Equity Inducement Plan. Under the plan, the Board reserved 600,000 shares of common stock for the grant of RSUs. These grants will be administered by a committee of the Board or the Board acting as a committee. These awards will be granted to individuals who (a) are being hired as an employee by the Company or any subsidiary and such award is a material inducement to such person being hired; (b) are being rehired as an employee following a bona fide period of interruption of employment with the Company or any subsidiary; or (c) will become an employee of the Company or any subsidiary in connection with a merger or acquisition.

As of June 30, 2019, 308,469 shares of common stock remain available to be issued through equity-based instruments under the 2017 Equity Inducement Plan.

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Note 6 – Stock-Based Compensation, continued

Equity Incentive Plans, continued

Employee Stock Purchase Plan

In April 2015, the Company’s Board approved the ESPP, under which 600,000 shares of common stock were reserved for purchase by the Company’s employees, and on May 21, 2015, the Company’s stockholders approved the ESPP. Under the ESPP, employees may designate an amount not less than 1% but not more than 10% of their annual compensation for the purchase of Company shares. No more than 7,500 shares may be purchased by an employee under the ESPP during an offering period. An offering period shall be six months in duration commencing on or about January 1 and July 1 of each year. The exercise price of the purchase option will be the lesser of 85% of the fair market of the common stock on the first business day of the offering period and 85% of the fair market value of the common stock on the applicable exercise date.

As of June 30, 2019, 257,988 shares of common stock remain available to be issued under the ESPP. As of June 30, 2019, employees have contributed $318,589 through payroll withholdings to the ESPP for the current offering period. Shares will be deemed delivered on June 30, 2019 for the current offering period.

Stock Option Activity

The following is a summary of the Company’s stock option activity during the six months ended June 30, 2019:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Life In Years		Intrinsic Value
Outstanding at January 1, 2019		656,494		$	5.57		4.6	$	252,887
Granted		–			–		–		–
Exercised		(80,201	)		4.99		–		–
Forfeited		–			–		–		–
Outstanding at June 30, 2019		576,293		$	5.65		4.8	$	104,601
Exercisable at January 1, 2019		656,494		$	5.57		4.6	$	252,887
Vested		–			–		–		–
Exercised		(80,201	)		4.99		–		–
Forfeited		–			–		–		–
Exercisable at June 30, 2019		576,293		$	5.65		4.8	$	104,601

As of June 30, 2019, the unamortized value of options was $0.

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Note 6 – Stock Based Compensation, continued

Restricted Stock Units (“RSUs”)      

During the six months ended June 30, 2019, the Compensation Committee granted various directors and consultants RSUs covering 157,987 shares of common stock under the 2014 Non-Employee Equity Compensation Plan. The awards vest over terms from one to three years.

During the six months ended June 30, 2019, the Compensation Committee granted various employees RSUs covering 311,750 shares of common stock under the 2013 Equity Incentive Plan. The awards vest over terms ranging from one to four years.

During the six months ended June 30, 2019, the Compensation Committee granted employees RSUs covering 25,500 shares of common stock under the 2017 Equity Inducement Plan. The awards vest over four years.

As ofJune 30, 2019,the unamortizedvalue ofthe RSUswas$18,182,223.The unamortizedamountwill beexpensedovera weighted average periodof1.9years. A summary of the activity related to RSUs for the six months ended June 30, 2019 is presented below:

	Total			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2019		2,469,174		$	15.07
RSUs granted		495,237		$	6.15
RSUs forfeited		(391,130	)	$	14.99
RSUs vested		(623,743	)	$	14.94
Outstanding at June 30, 2019		1,949,538		$	12.86

Performance Share Units (“PSUs”)

Performance share units (“PSUs”) are grants that vest upon the achievement of certain performance goals. The performance goals are related to the Company’s market capitalization or market price of the common stock.

Amortization for all PSU awards was $0 and $204,954 for the three months ended June 30, 2019 and 2018, respectively, and $0 and $407,656 for the six months ended June 30, 2019 and 2018, respectively.

At June 30, 2019, all PSUs had either vested or expired and were no longer outstanding.

Employee Stock Purchase Plan (“ESPP”)

The recently completed offering period under the ESPP was January 1, 2019 through June 30, 2019. During the year ended December 31, 2018, there were two offering periods for the ESPP. The first offering period started on January 1, 2018 and concluded on June 30, 2018. The second offering period started on July 1, 2018 and concluded on December 31, 2018.  

The weighted-average grant-date fair value of the purchase option for each designated share purchased under this plan was approximately $2.43 and $13.84 for the six months ended June 30, 2019 and 2018, respectively, which represents the fair value of the option, consisting of three main components: (i) the value of the discount on the enrollment date, (ii) the proportionate value of the call option for 85% of the stock and (iii) the proportionate value of the put option for 15% of the stock. The Company recognized compensation expense for the plan of $122,749 and $253,201 for the three months ended June 30, 2019 and 2018, respectively, and $210,574 and $407,746 for the six months ended June 30, 2019 and 2018, respectively.

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Note 6 – Stock Based Compensation, continued

Employee Stock Purchase Plan (“ESPP”), continued

The Company estimated the fair value of ESPP purchase options granted during the six months ended June 30, 2019 and 2018 using the Black-Scholes option pricing model. The fair values of stock options granted were estimated using the following assumptions:

	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Stock price	$	5.79		$	22.34
Dividend yield		0	%		0	%
Expected volatility		96	%		177	%
Risk-free interest rate		2.51	%		1.61	%
Expected life	6 months			6 months

Stock-Based Compensation Expense

The following tables summarize total stock-based compensation costs recognized for the three and six months ended June 30, 2019 and 2018:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
RSUs		2,675,184	$	3,884,725		5,758,751	$	8,136,686
PSUs		–		204,954		–		407,656
ESPP		122,749		253,201		210,574		407,746
Total	$	2,797,933	$	4,342,880	$	5,969,325	$	8,952,088

The total amount of stock-based compensation was reflected within the statements of operations as:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Research and development	$	1,361,225	$	2,483,693	$	3,017,778	$	5,542,223
Sales and marketing		343,945		388,533		720,993		669,891
General and administrative		1,092,763		1,470,654		2,230,554		2,739,974
Total	$	2,797,933	$	4,342,880	$	5,969,325	$	8,952,088

Note 7 – Related Party Transactions

In November 2016, the Company and Dialog entered into an alliance agreement for the manufacture, distribution and commercialization of products incorporating the Company’s wire-free charging technology (See Note 4 – Commitments and Contingencies, Strategic Alliance Agreement). On November 7, 2016 and June 28, 2017, the Company and Dialog entered into securities purchase agreements under which Dialog acquired a total of 1,739,691 shares and received warrants to purchase up to 1,417,565 shares. As of June 30, 2019, Dialog owns approximately 5.7% of the Company’s outstanding common shares and could potentially own 9.9% of the Company’s outstanding common shares if it exercised all of its warrants for common shares. The Company did not pay Dialog for chip development costs for the three or six months ended June 30, 2019. For the three and six months ended June 30, 2018, the Company paid $0 and $43,700, respectively, to Dialog for chip development costs incurred, which is recorded under research and development expense. The Company recorded $0 and $7,100 in revenue pursuant to the Strategic Alliance Agreement for the three and six months ended June 30, 2019, respectively, and $5,773 in revenue pursuant to the Strategic Alliance Agreement for both the three and six months ended June 30, 2018.

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Note 8 – Customer Concentrations

Two customers accounted for approximately 95% of the Company’s revenue for the three months ended June 30, 2019 and one customer accounted for approximately 97% of the Company’s revenue for the three months ended June 30, 2018. Three customers accounted for approximately 75% of the Company’s revenue for the six months ended June 30, 2019 and one customer accounted for approximately 97% of the Company’s revenue for the six months ended June 30, 2018. Two customers accounted for approximately 95% of the accounts receivable balance as of June 30, 2019. Three customers accounted for approximately 86% of the accounts receivable balance as of December 31, 2018.

Note 9 – Subsequent Events

On July 1, 2019, the Company signed a new lease agreement for the lease of its office space at its corporate headquarters in San Jose, California for an additional three years. The lease agreement includes space on the first floor of the building that had been previously subleased. Upon expiration of the current lease on September 30, 2019, the new monthly lease payment starting October 1, 2019 will be $52,970 and is subject to annual escalations up to a maximum monthly lease payment of $64,941.

On July 15, 2019, the Company signed a new lease agreement for the lease of office space in Costa Mesa, California for an additional two years. Upon expiration of the current lease on September 30, 2019, the new monthly lease payment starting October 1, 2019 will be $9,773 and is subject to an annual escalation up to a maximum monthly lease payment of $10,200.

In August 2019, three of our directors entered into RSU Rescission Agreements with the Company. Pursuant to the agreements, a total of 38,666 shares issued upon settlement of restricted stock units were rescinded and those shares were returned to the Company.  The rescissions resulted from the fact that certain restricted stock unit grants exceeded limits contained in the Company’s 2014 Non-Employee Equity Compensation Plan.

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

Forward-Looking Statements

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires the terms “we,” “us,” “our,” and “Energous” refer to Energous Corporation, a Delaware corporation.  This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or other comparable terms. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expectations for revenues, liquidity cash flows and financial performance, the anticipated results of our development efforts and the timing for receipt of required regulatory approvals and product launches. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and generally outside of our control, so actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others: our ability to develop commercially feasible technology; timing of customer implementations of our technology in consumer products; timing of regulatory approvals in the United States and internationally; our ability to find and maintain development partners; our ability to protect our intellectual property; competition; and other risks and uncertainties described in the Risk Factors and in Management's Discussion and Analysis sections of our most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. We undertake no obligation to publicly update any of our forward-looking statements, whether as a result of new information, future developments or otherwise.

Overview

We have developed our WattUp® wireless power technology, consisting of proprietary semiconductor chipsets, software controls, hardware designs and antennas, that enables radio frequency (“RF”) based charging for electronic devices. The WattUp technology has a broad spectrum of capabilities, including contact-based wireless charging and wireless charging at various distances, and in some use cases mobility charging. In November 2016 we entered into a Strategic Alliance Agreement with Dialog Semiconductor plc (“Dialog”), an industry leader in Bluetooth low energy semiconductors and power management semiconductors. In conjunction with the Strategic Alliance Agreement, Dialog manufactures and is the exclusive distributor of integrated circuit (“IC”) products that incorporate our designs and provides sales and logistic support to customers on a global basis. We believe our proprietary WattUp technology can be utilized in consumer electronics such as wearables, hearing aids, earbuds, Bluetooth headsets, Internet of Things (“IoT”) devices, smartphones, tablets, smartwatches, fitness bands, keyboards, mice, remote controls, rechargeable lights, batteries, medical devices, and other devices with charging requirements that would otherwise require battery replacement or a wired power connection.

We believe our technology is innovative in its approach, in that we are developing solutions that charge electronic devices by surrounding them with a focused RF energy pocket. We are engineering solutions that deliver wire-free energy for contact-based charging applications and are also developing non-contact charging at distances up to approximately three feet, as well as low-power charging for distances up to 15 feet. We have demonstrated that, for non-contact applications, our transmitter technology is able to mesh into a wire-free charging network that will allow users to charge their devices even as the devices are moved about in three-dimensional space. To date, we have developed multiple transmitter prototypes and multiple receiver prototypes.  The transmitters vary in terms of their form factors, power specifications, and frequencies. The receivers can be used in a variety of applications, such as smartphone battery cases, toys, fitness trackers, Bluetooth headsets, tracking devices, and stand-alone receivers. We are engaged in pre-production and initial production activity with several consumer electronic, medical device and industrial companies to introduce our contact-based near field transmitters and receivers in products going to market in 2019. We are also in discussion with potential customers in the consumer and industrial spaces that are considering our solutions to supply low power distance charging for products that could enter the market as early as 2019.

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When the company was founded in 2012, we recognized the need to design and build an enterprise-class network management and control software (“NMS”) system that would be integral to supporting our customers’ rapid and cost-effective deploymentof our wire-free charging technology. Our NMS system is robust enough to scale up to control thousands of devices across an enterprise, or scaled down to meet the needs of a home or IoT environment.

In December 2017, we announced Federal Communications Commission (“FCC”) certification of our first-generation WattUp Mid Field transmitter, which simultaneously powers multiple devices at a distance of up to three feet. This transmitter underwent rigorous, multi-month testing to verify that it met consumer safety and regulatory requirements. We believe this was the first certification of a Part 18 FCC-approved non-contact wireless charging transmitter, and that it establishes engineering design precedents that can streamline future regulatory approvals for our technology and for our customers’ end-products that employ our technology.

Our technology solution consists principally of transmitter controller ICs, power amplifier ICs and receiver ICs, as well as novel antenna designs, application prototypes and proprietary software algorithms. We submitted our first IC design for wafer fabrication in 2013 and have developed many generations of transmitter and receiver ICs, antenna designs, and software algorithms.  We have endeavored to optimize our technology by reducing size and cost, while at the same time increasing performance which enables our designs to be integrated into a broad spectrum of devices. We have developed a “building block” approach that allows us to scale our product implementations by combining multiple transmitter building blocks or multiple receiver building blocks to meet the the power, distance, size and cost requirements of customer applications requirements. Our technology is readily scalable because the same ICs that are used for contact based charging can be used for distance based charging solutions. We have developed two classes of chip solutions, a CMOS-based technology focused on low cost, small footprint and low power (less than 5 watts) and a GaAs/GAn-based technology capable of delivering higher power with greater efficiency. We intend to continue to invest in research and development with high power capabilities of 20 watts and beyond at high levels of efficiency. We intend to continue to invest in improving product performance, efficiency, cost-performance and miniaturization as required to reach multiple markets and expand the power-at-a-distance ecosystem, while maintaining a technology lead on potential competitors.

We deliver evaluation kits to potential licensees of our technology, to allow their respective engineering and product management departments to test and evaluate the technology. Our customers’ product development, technology integration and product introduction cycles occur over multiple quarters and generally more than a year elapses before first evaluation and final shipment of the customer’s product. Should our customers begin to sell products to end customers that incorporate our technology, we would expect the commercialization cycle to shorten over time as the technology matures.

We generally maintain exclusive rights to all intellectual property in our technology.  Our intellectual property strategy includes pursuing patent protection for new innovations. As of June 30, 2019, we had more than 122 pending patent and provisional patent applications. As of that date, the U.S. Patent and Trademark Office and international patent offices had issued 201 patents and had notified us of the allowance of 15 additional patents. In addition to the inventions covered by these patents and patent applications, we have also identified specific inventions that we believe are novel and patentable. We intend to file for patent protection for the most valuable of these, and for other inventions that we expect to develop. This is a significant annual expense and we continually monitor the costs and benefits of each patent application and pursue those that we believe are most protective for our business and expand the core value of the Company.

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

Critical Accounting Policies and Estimates

Revenue Recognition

On January 1, 2018 we adopted Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), which is described in Note 3 of the accompanying financial statements.

In accordance with Topic 606, the Company recognizes revenue using the following five-step approach:

1. Identify the contract with a customer.

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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 in the contract.

5. Recognize revenue when the performance obligations are met or delivered.

We record revenue associated with product development projects that we enter into with certain customers.  In general, these projects are associated with complex technology development, and as such we do not have certainty about our ability to achieve the program milestones. Achievement of the milestone is dependent on our performance and typically requires acceptance by the customer. The payment associated with achieving the milestone is generally commensurate with our effort or the value of the deliverable and is nonrefundable. We record the expenses related to these projects, generally in research and development expense, in the periods incurred.

We record royalty revenue from our manufacturing partner, Dialog, based on the number of shipments from Dialog to its customers.

Currently, other than royalty revenue from Dialog, our other revenue source is product development projects.

Results of Operations

Three Months Ended June 30, 2019 and 2018

Revenue.  During the three months ended June 30, 2019 and 2018, we recorded revenue of $47,500 and $205,773, respectively.

Operating Expenses and Loss from Operations.  Operating expenses are made up of research and development, sales and marketing and general and administrative expenses. Losses from operations for the three months ended June 30, 2019 and 2018 were $9,946,656 and $12,304,366, respectively.

Research and Development Costs.  Research and development costs were $5,515,017 and $7,639,974, respectively, for the three months ended June 30, 2019 and 2018. The decrease of $2,124,957 is primarily due to a $1,433,266 decrease in compensation, consisting of a $310,798 decrease in payroll costs from a lower headcount within the department and lower bonus payments, as well as a $1,122,468 decrease in stock-based compensation, primarily from a lower headcount within the department, a $315,064 decrease in engineering supplies, components and chip development costs due to the timing in meeting customer needs, a $147,564 decrease in legal patent costs and a $135,988 decrease in regulatory testing costs.

Sales and Marketing Costs.  Sales and marketing costs for the three months ended June 30, 2019 and 2018 were $1,143,910 and $1,602,137, respectively. The decrease of $458,227 is primarily due to a $270,011 decrease in compensation, consisting of a $225,423 decrease in payroll costs and a $44,588 decrease in stock-based compensation, from a lower headcount within the department, a $66,085 decrease in engineering supplies utilized by the sales and marketing department, a $48,080 decrease in travel expense, a $31,639 decrease in promotional costs and a $30,000 decrease in recruiting fees.

General and Administrative Expenses.  General and administrative expenses include costs for general and corporate functions, including facility fees, travel, telecommunications, insurance, professional fees, consulting fees and other overhead. General and administrative costs for the three months ended June 30, 2019 and 2018 were $3,335,229 and $3,268,028, respectively. The increase of $67,201 is primarily due to a $656,052 increase in legal expense, partially offset by a $507,489 decrease in compensation, consisting of a $129,598 decrease in payroll costs from lower bonus payments to executives and a $377,891 decrease in stock-based compensation due to certain equity awards reaching full expense amortization during the previous year, and a $71,957 decrease in annual meeting expense.

Interest Income. Interestincomeforthe threemonthsended June 30, 2019 was$142,660ascomparedto interest income of $5,995forthe threemonths ended June 30, 2018. The increase of $136,665 is due to a more favorable interest rate from a short-term certificate of deposit.

NetLoss.Asaresult ofthe above,netlossforthe threemonthsended June 30, 2019 was $9,803,996 ascomparedto$12,298,371forthe threemonthsended June 30, 2018.

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Six Months Ended June 30, 2019 and 2018

Revenue.  During the six months ended June 30, 2019 and 2018, we recorded revenue of $114,000 and $230,773, respectively.

Operating Expenses and Loss from Operations.  Operating expenses are made up of research and development, sales and marketing and general and administrative expenses. Losses from operations for the six months ended June 30, 2019 and 2018 were $21,042,197 and $25,753,529, respectively.

Research and Development Costs.  Research and development costs were $12,315,695 and $16,361,526, respectively, for the six months ended June 30, 2019 and 2018. The decrease of $4,045,831 is primarily due to a $2,524,445 decrease in stock-based compensation from a lower headcount within the department, a $521,812 decrease in legal patent costs, a $301,438 decrease in engineering supplies, component and chip development costs due to the timing in meeting customer needs, a $220,531 decrease in regulatory testing costs, a $121,498 decrease in legal costs pertaining to obtaining regulatory approvals and a $102,600 decrease in recruiting fees.

Sales and Marketing Costs.  Sales and marketing costs for the six months ended June 30, 2019 and 2018 were $2,743,362 and $3,074,533, respectively. The decrease of $331,171 is primarily due to a $242,107 decrease in payroll costs due to a lower headcount within the department, a $60,000 decrease in recruiting fees and a $58,698 decrease in travel costs, partially offset by a $64,035 increase in tradeshow expense.

General and Administrative Expenses.  General and administrative expenses include costs for general and corporate functions, including facility fees, travel, telecommunications, insurance, professional fees, consulting fees and other overhead. General and administrative costs for the six months ended June 30, 2019 and 2018 were $6,097,140 and $6,548,243, respectively. The decrease of $451,103 is primarily due to $561,978 decrease in compensation, consisting of a $52,558 decrease in payroll costs, primarily from lower bonus payments, as well as a $509,420 decrease in stock-based compensation due to certain equity awards reaching full expense amortization during the previous year, a $117,602 decrease in annual meeting expense and a $78,731 decrease in general office expenses, partially offset by a $372,068 increase in legal expense.

Interest Income. Interestincomeforthe sixmonthsended June 30, 2019 was$218,733ascomparedto interest income of $11,701forthe sixmonths ended June 30, 2018. The increase of $207,032 is due to a more favorable interest rate from a short-term certificate of deposit.

NetLoss.Asaresult ofthe above,netlossforthe sixmonthsended June 30, 2019 was $20,823,464 ascomparedto$25,741,828forthe sixmonthsended June 30, 2018.

LiquidityandCapitalResources

During the six months ended June 30, 2019 and 2018, we recorded revenue of $114,000 and $230,773, respectively. We incurred net losses of $20,823,464 and $25,741,828 for the six months ended June 30, 2019 and 2018, respectively. Net cash used in operating activities was $14,423,911 and $15,371,126 for the six months ended June 30, 2019 and 2018, respectively. The Company is currently meeting its liquidity requirements through the proceeds securities offerings that raised net proceeds of $23,319,156 in March 2019 and $38,846,815 in January 2018, along with payments received under product development projects.

We believe our current cash on hand, together with anticipated revenues, will be sufficient to fund our operations into the third quarter of 2020. Although we intend to continue our research and development activities, there can be no assurance that our available resources will be sufficient to enable us to generate revenues sufficient to sustain operations. Accordingly, we will likely pursue additional financing, which could include offerings of equity or debt securities, bank financings, commercial agreements with customers or strategic partners, and other alternatives, depending upon market conditions. There is no assurance that such financing would be available on terms that we would find acceptable, or at all.

During the six months ended June 30, 2019, cash flows used in operating activities were $14,423,911, consisting of a net loss of $20,823,464, less non-cash expenses aggregating $6,739,398 (principally stock-based compensation of $5,969,325 and depreciation and amortization expense of $476,863), a $534,124 decrease in accounts payable, partially offset by a $332,767 increase in accrued expenses.

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During the six months ended June 30, 2018, cash flows used in operating activities were $15,371,126, consisting of a net loss of $25,741,828, less non-cash expenses aggregating $9,567,295 (principally stock-based compensation of $8,952,088 and depreciation expense of $574,815), a $436,360decrease in prepaid expenses and other current assets, a $361,302 increase in accounts payable, a $211,518 increase in accrued expenses, offset by a $205,773 increase in accounts receivable.

During the six months ended June 30, 2019 and 2018, cash flows used in investing activities were $172,811 and $548,800, respectively. The cash used in investing activities for the six months ended June 30, 2019 primarily consisted of leasehold improvements related to the construction of a regulatory testing chamber within our office space. The cash used in investing activities for the six months ended June 30, 2018 primarily consisted of the purchase of software and laboratory equipment.

During the six months ended June 30, 2019, cash flows provided by financing activities were $23,698,482, which consisted of $23,319,156 in net proceeds from a private offering of shares and warrants pursuant to a shelf registration, $400,103 in proceeds from the exercise of stock options and $318,589 in proceeds from contributions to the ESPP, partially offset by $339,366 in shares withheld for the payment of payroll taxes for the delivery of RSUs and PSUs. During the six months ended June 30, 2018, cash flows provided by financing activities were $40,200,853, which consisted of $38,846,815 in net proceeds from the sale of shares of our common stock to the public in an ATM offering, $983,224 in proceeds from the exercise of stock options and $370,814 in proceeds from contributions to the ESPP.

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

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

Off Balance Sheet Transactions

As of June 30, 2019, we did not have any off-balance sheet transactions.

Material Changes in Specified Contractual Obligations

A table of our specified contractual obligations was provided in the Management’s Discussion and Analysis of Financial Condition and Results of Operation of our most recent Annual Report on Form 10-K. There were no material changes outside the ordinary course of our business in the specified contractual obligations during the six months ended June 30, 2019.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

There has been no material change in our exposure to market risk during the three months ended June 30, 2019. Please refer to "Quantitative and Qualitative Disclosures about Market Risk" contained in Part II, Item 7A of our Form 10-K for the year ended December 31, 2018 for a discussion of our exposure to market risk.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Based on their evaluation as of June 30, 2019, our principal executive and principal financial and accounting officers have concluded that these disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of June 30, 2019 to provide reasonable assurance that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in Securities and Exchange Commission rules and forms and that information required to be disclosed by us in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

For the quarter ended June 30, 2019, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 1A.  Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed under “Risk Factors” in our annual report on Form 10-K as filed with the Securities and Exchange Commission on February 28, 2019. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this report.  

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

Risks Related to Our Business

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

We have a limited operating history upon which investors may rely in evaluating our business and prospects. We have generated limited revenues to date, and as of June 30, 2019, we had an accumulated deficit of approximately $246 million. Our ability to generate revenues and achieve profitability will depend on our ability to execute our business plan, complete the development and approval of our technology, incorporate the technology into products that customers wish to buy, and if necessary, secure additional financing. There can be no assurance that our technology will be adopted widely, that we will ever earn revenues sufficient to support our operations, or that we will ever be profitable. Furthermore, there can be no assurance that we will be able to raise capital as and when we need it to continue our operations. If we are unable to raise sufficient additional capital, we may be required to delay, reduce or severely curtail our research and development or other operations, which could have a material adverse effect on our business, operating results, financial condition, long-term prospects and ability to continue as a viable business. If we are unable to generate revenues of significant scale to cover our costs of doing business, our losses will continue and we may not achieve profitability, which could negatively impact the value of your investment in our securities.

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

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

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Our technology must also satisfy customer expectations and be suitable for them to use in consumer applications. Any delays in developing our technology that arise from factors of this sort would aggravate our exposure to the risk of having inadequate capital to fund the research and development needed to complete development of these products. Technical problems causing delays would cause us to incur additional expenses that would increase our operating losses. If we experience significant delays in developing our technology and products based on it for use in potential commercial applications, particularly after incurring significant expenditures, our business may fail, and you could lose the value of your investment in our company. If we fail to develop practical and economical commercial products based on our technology, our business may fail and you could lose the value of your investment in our stock.

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

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

We depend upon our strategic relationship with Dialog Semiconductor, a provider of electronics products, and there can be no assurance that we will achieve the expected benefits of this relationship.

We have entered into a strategic alliance agreement with Dialog Semiconductor, a provider of electronics products, pursuant to which we licensed our WattUp technology to Dialog and it became the exclusive provider of our technology. We intend to leverage Dialog’s sales and distribution channels and its operational capabilities to accelerate market adoption of our technology, while we focus our resources on research and development of our technology. There can be no assurance that Dialog will promote our technology successfully, or that it will be successful in producing and distributing related products to our customers’ specifications. Dialog may have other priorities or may encounter difficulties in its own business that interfere with the success of our relationship. If this strategic relationship does not work as we intend, then we may be required to seek an arrangement with another strategic partner, or to develop internal capabilities, which will require a commitment of management time and our financial resources to identify a replacement strategic partner, or to develop our own production and distribution capabilities. As a result, we may be unable without undue expense to replace this agreement with one or more new strategic relationships to promote and provide our technology which could increase our costs and delay revenues.

Terms of one of our development and license agreements could limit our ability to license our technology in specific markets.

The terms of an development and license agreement with a tier-one consumer electronics company limit our ability to do business in some industry verticals, which could cause some potential customers not to choose our technology for use in their products, which could have a negative impact on our revenue opportunities and financial results.

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It is likely that we will need additional financing in order 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. It is likely that 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 substantial revenue for such products. Such financings could include equity financing, which may be dilutive to stockholders, or debt financing, which could restrict our ability to borrow from other sources. In addition, such securities may contain rights, preferences or privileges senior to those of current stockholders. As a result of economic conditions, general global economic uncertainty, political change, and other factors, we do not know whether additional capital will be available when needed, or that, if available, we will be able to obtain additional capital on reasonable terms. If we are unable to raise additional capital due to the volatile global financial markets, general economic uncertainty or other factors, we may be required to curtail development of our technology or reduce operations as a result, or to sell or dispose of assets. Any inability to raise adequate funds on commercially reasonable terms 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.

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

To date we have operated primarily in the research and development phase of our business. If we are successful, we will need to expand our business operations, which will impose new demands on our financial, technical, operational and management resources. If we do not upgrade our technical, administrative, operating and financial control systems, or if unexpected expansion difficulties arise, including issues relating to our research and development activities, then retention of experienced scientists, managers and engineers could become more challenging having a material adverse effect on our business, results of operations and financial condition.  

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

Market acceptance of a RF-based charging system as a preferred method for charging electronic devices will be crucial to our success. The following factors, among others, may affect the level of market acceptance of products in our industry:

• the price of products incorporating our technology relative to other products or competing technologies;

• user perceptions of the convenience, safety, efficiency and benefits of our technology;

• the effectiveness of sales and marketing efforts of our commercialization partners;

• the support and rate of acceptance of our technology and solutions with our development partners;

• press and blog coverage, social media coverage, and other publicity factors that are not within our control; and

• regulatory developments.

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

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

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

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

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

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, the adoption of our technology under development or other future products could be slowed, which would harm our business.

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

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

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

Safety concerns and legal action by private parties may affect our business.

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

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

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

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

Our competitive position also depends on our ability to:

• generate widespread awareness, acceptance and adoption by the consumer and enterprise markets of our technology under development and future products;

• design a product that may be sold at an acceptable price point;

• develop new or enhanced technologies or features that improve the convenience, efficiency, safety or perceived safety, and productivity of our technology under development and future products;

• properly identify customer needs and deliver new products or product enhancements to address those needs;

• limit the time required from proof of feasibility to routine production;

• limit the timing and cost of regulatory approvals;

• attract and retain qualified personnel;

• protect our inventions with patents or otherwise develop proprietary products and processes; and

• secure sufficient capital resources to expand both our continued research and development, and sales and marketing efforts.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our business is subject to data security risks, including security breaches.

We, or our third-party vendors on our behalf, collect, process, store and transmit substantial amounts of information, including information about our customers. We take steps to protect the security and integrity of the information we collect, process, store or transmit, but there is no guarantee that inadvertent or unauthorized use or disclosure will not occur or that third parties will not gain unauthorized access to this information despite such efforts. Security breaches, computer malware, computer hacking attacks and other compromises of information security measures have become more prevalent in the business world and may occur on our systems or those of our vendors in the future. Large Internet companies and websites have from time to time disclosed sophisticated

and targeted attacks on portions of their websites, and an increasing number have reported such attacks resulting in breaches of their information security. We and our third-party vendors are at risk of suffering from similar attacks and breaches. Although we take steps to maintain confidential and proprietary information on our information systems, these measures and technology may not adequately prevent security breaches and we rely on our third-party vendors to take appropriate measures to protect the security and integrity of the information on those information systems. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched against us, we may be unable to anticipate or prevent these attacks. In addition, a party who is able to illicitly obtain a customer’s identification and password credentials may be able to access the customer’s account and certain account data.

Any actual or suspected security breach or other compromise of our security measures or those of our third-party vendors, whether as a result of hacking efforts, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering or otherwise, could harm our reputation and business, damage our brand and make it harder to retain existing customers or acquire new ones, require us to expend significant capital and other resources to address the breach, and result in a violation of applicable laws, regulations or other legal obligations. Our insurance policies may not be adequate to reimburse us for direct losses caused by any such security breach or indirect losses due to resulting customer attrition.

We rely on email and other messaging services to connect with our existing and potential customers. Our customers may be targeted by parties using fraudulent spoofing and phishing emails to misappropriate passwords, payment information or other personal information or to introduce viruses through Trojan horse programs or otherwise through our customers’ computers, smartphones, tablets or other devices. Despite our efforts to mitigate the effectiveness of such malicious email campaigns through product improvements, spoofing and phishing may damage our brand and increase our costs. Any of these events or circumstances could materially adversely affect our business, financial condition and operating results.

31

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

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

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

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

Risks Related to Ownership of Our Common Stock

You may lose all your investment.

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

Our stock price is likely to continue to be volatile.

The market price of our common stock has fluctuated significantly since our initial public offering in 2014. Over the past year, our common stock has experienced an intra-day trading high of $15.86 per share and a low of $3.86 per share on The Nasdaq Stock Market. 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;

• actual or anticipated variations in operating results;

• the limited number of holders of the common stock;

• changes in the economic performance and/or market valuations of other technology companies;

• our announcements of significant strategic partnerships, regulatory developments and other events;

• announcements by other companies in our industry;

• articles published or rumors circulated by third parties regarding our business, technology or development partners;

• additions or departures of key personnel; and

• sales or other transactions involving our capital stock.

32

We are no longer an “emerging growth company,” so we are no longer exempt from various reporting requirements as we were in the past.

In prior years we were classified as an “emerging growth company” and were exempt from various public company reporting requirements as a result.  We no longer have that status and accordingly are will make these disclosures for the first time this year.  For example, we will now be required to provide auditor attestation of our internal control over financial reporting, have greater disclosure obligations about executive compensation, and will no longer be exempt from the requirement to hold a nonbinding shareholder advisory vote on our executive compensation. It may be more difficult than we anticipate to meet such disclosure and other requirements for the first time.

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

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls. Although our management has determined that our internal control over financial reporting was effective as of June 30, 2019, we cannot assure you that we will not identify a material weakness in our internal control in the future.

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 restatement or otherwise harm our operating results, cause us to fail to meet our SEC reporting obligations or Nasdaq listing requirements, adversely affect our reputation, cause our stock price to decline or result in inaccurate financial reporting or material misstatements in our annual or interim financial statements. Further, if there are material weaknesses or failures in our ability to meet any of the requirements related to the maintenance and reporting of our internal controls, investors may lose confidence in the accuracy and completeness of our financial reports and that could cause the price of our common stock to decline. We could become subject to investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional management attention and which could adversely affect our business.

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

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

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

Concentration of ownership among our existing executive officers, directors and significant stockholders may prevent new investors from influencing significant corporate decisions.

All decisions with respect to the management of our company are made by our board of directors and our officers, who beneficially own approximately 7.1% of our common stock collectively. In addition, our greater than 5% stockholders such as Dialog Semiconductor plc, Emily and Malcolm Fairbairn, and DvineWave Holdings LLC beneficially owned approximately 10.0%, 5.8%, and 5.2%, respectively, of our common stock as of July 31, 2019. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control of our company or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders.

33

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

As a public reporting company, we incur significant legal, accounting and other expenses. We are subject to reporting requirements of the Securities Exchange Act of 1934 and rules subsequently implemented by the Securities and Exchange Commission that require us to establish and maintain effective disclosure controls and financial controls, as well as some specific corporate governance practices. Our management and other personnel are expected to devote a substantial amount of time to compliance initiatives associated with our public reporting company status.  

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

Our stock price has fluctuated in the past, most recently following our announcement of FCC approval of our Mid-Field transmitter technology, and it may be volatile in the future. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation, and we may be the target of litigation of this sort in the future. Securities litigation is costly and can divert management attention from other business concerns, which could seriously harm our business and the value of your investment in our company.

An active trading market for our common stock may not be maintained.

Our stock is currently traded on The Nasdaq Stock Market, but we can provide no assurance that we will be able to maintain an active trading market on this or any other exchange in the future. If an active market for our common stock is not maintained, it may be difficult for our stockholders to sell or purchase shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and impair our ability to acquire other companies or technologies using our shares as consideration.

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

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. There can be no assurance that analysts will continue to cover us or provide favorable coverage. If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

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

As of December 31, 2018, we had a Federal net operating loss (“NOL”) carryforward of approximately $130,590,000. Under the U.S. Tax Code, NOLs prior to 2019 can generally be carried forward to offset future taxable income for a period of 20 years. Our ability to use our NOLs that are prior to 2018 will be dependent on our ability to generate taxable income, and the NOLs could expire before we generate sufficient taxable income to take advantage of the NOLs. As of December 31, 2018, based on our history of operating losses it is possible that a portion of our NOLs will not be fully realizable.

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

Provisions of our certificate of incorporation and bylaws, and applicable Delaware law, may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. The provisions in our certificate of incorporation and bylaws:

• authorize our board of directors 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;

34

• 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.

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

Item 2.  Sales of Unregistered Securities; Use of Proceeds

Not applicable.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

On April 24, 2019, the Company’s Board of Directors received a letter (“Demand Letter”) from a law firm on behalf of certain purported shareholders of the Company, alleging that certain grants of restricted stock units (“RSUs”) pursuant to the Company’s 2014 Non-Employee Equity Compensation Plan (the “Plan”), exceeded limits set forth in the Plan. The Company investigated the allegations of the Demand Letter and took corrective action as necessary.

In August 2019, each of Martin Cooper, John Gaulding and Rex Jackson entered into an RSU Rescission Agreement with the Company. Pursuant to those agreements, shares issued upon settlement of RSUs covering 1,143 shares, 34,967 shares, and 2,556 shares were rescinded for Mr. Cooper, Mr. Gaulding and Mr. Jackson, respectively. The RSU rescissions were effective as of the dates of grant of the respective RSUs.

Item 6.  Exhibits

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

35

EXHIBIT INDEX

Exhibit Number	Description
31.1	Certification of Periodic Report by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14a (filed herewith)
31.2	Certification of Periodic Report by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14a (filed herewith)
32.1	Certification of Periodic Report by Chief Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350 (filed herewith)
101.INS	XBRL Instance Document (filed herewith)
101.SCH	XBRL Taxonomy Schema (filed herewith)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
101.DEF	XBRL Taxonomy Extension Definition Linkbase (filed herewith)
101.LAB	XBRL Taxonomy Extension Label Linkbase (filed herewith)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

36

SIGNATURES

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

	ENERGOUS CORPORATION
	(Registrant)
Date: August 9, 2019	By:	/s/ Stephen R. Rizzone
		Name:	Stephen R. Rizzone
		Title:	President, Chief Executive Officer and Director
			(Principal Executive Officer)
Date: August 9, 2019	By:	/s/ Brian Sereda
		Name:	Brian Sereda
		Title:	Senior Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)

37

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen R. Rizzone, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Energous Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 9, 2019

/s/ Stephen R. Rizzone
Name:	Stephen R. Rizzone
Title:	President, Chief Executive Officer and Director

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian Sereda, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Energous Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 9, 2019

/s/ Brian Sereda
Name:	Brian Sereda
Title:	Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Energous Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Stephen R. Rizzone, President and Chief Executive Officer of the Company, and Brian Sereda, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

A signed original of this written statement required by Section 906 has been provided to Energous Corporation and will be retained by Energous Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Stephen R. Rizzone		/s/ Brian Sereda
Name:	Stephen R. Rizzone	Name:	Brian Sereda
Title:	President, Chief Executive Officer and Director	Title:	Senior Vice President and Chief Financial Officer
Date:	August 9, 2019	Date:	August 9, 2019

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 02, 2019
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Trading Symbol	WATT
Entity Registrant Name	Energous Corp
Entity Central Index Key	0001575793
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		30,637,520
Entity Current Reporting Status	Yes
Entity File Number	001-36379
Entity Tax Identification Number	461318953
Entity Address, Address Line One	3590 North First Street
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	408
Local Phone Number	963-0200

XML

Balance Sheets - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 29,208,245	$ 20,106,485
Accounts receivable	47,500	44,550
Prepaid expenses and other current assets	486,360	637,708
Operating lease right-of-use assets	121,216
Total current assets	29,863,321	20,788,743
Property and equipment, net	914,964	1,219,016
Other assets	2,410	2,410
Total assets	30,780,695	22,010,169
Current liabilities:
Accounts payable	1,327,261	1,861,385
Accrued expenses	2,111,116	1,778,349
Operating lease liabilities	127,540
Total current liabilities	3,565,917	3,639,734
Commitments and contingencies
Stockholders’ equity:
Preferred Stock, $0.00001 par value, 10,000,000 shares authorized at June 30, 2019 and December 31, 2018; no shares issued or outstanding
Common Stock, $0.00001 par value, 50,000,000 shares authorized at June 30, 2019 and December 31, 2018; 30,603,534 and 26,526,303 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively.	306	265
Additional paid-in capital	272,779,507	243,111,741
Accumulated deficit	(245,565,035)	(224,741,571)
Total stockholders’ equity	27,214,778	18,370,435
Total liabilities and stockholders’ equity	$ 30,780,695	$ 22,010,169

XML

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	30,603,534	26,526,303
Common stock, shares outstanding	30,603,534	26,526,303

XML

Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement [Abstract]
Revenue	$ 47,500	$ 205,773	$ 114,000	$ 230,773
Operating expenses:
Research and development	5,515,017	7,639,974	12,315,695	16,361,526
Sales and marketing	1,143,910	1,602,137	2,743,362	3,074,533
General and administrative	3,335,229	3,268,028	6,097,140	6,548,243
Total operating expenses	9,994,156	12,510,139	21,156,197	25,984,302
Loss from operations	(9,946,656)	(12,304,366)	(21,042,197)	(25,753,529)
Other income:
Interest income	142,660	5,995	218,733	11,701
Total other income	142,660	5,995	218,733	11,701
Net loss	$ (9,803,996)	$ (12,298,371)	$ (20,823,464)	$ (25,741,828)
Basic and diluted loss per common share	$ (0.32)	$ (0.48)	$ (0.71)	$ (1.03)
Weighted average shares outstanding, basic and diluted	30,445,438	25,479,861	29,199,225	25,042,529

XML

Condensed Statement of Changes in Stockholders' Equity - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2017	$ 11,758,730	$ 225	$ 185,659,954	$ (173,901,449)
Beginning balance (in shares) at Dec. 31, 2017		22,584,588
Stock-based compensation - restricted stock units ("RSUs")	4,251,961		4,251,961
Stock-based compensation - employee stock purchase plan ("ESPP")	154,545		154,545
Stock-based compensation - performance share units ("PSUs")	202,702		202,702
Issuance of shares for RSUs		$ 3	(3)
Issuance of shares for RSUs (in shares)		341,936
Issuance of shares for PSUs		$ 1	(1)
Issuance of shares for PSUs (in shares)		80,098
Exercise of stock options	981,053	$ 2	981,051
Exercise of stock options (in shares)		179,732
Cashless exercise of warrants (in shares)		7,989
Proceeds from contributions to the ESPP	200,935		200,935
Issuance of shares in an at-the-market ("ATM") offering, net of issuance costs	38,846,815	$ 22	38,846,793
Issuance of shares in an at-the-market ("ATM") offering, net of issuance costs (in shares)		2,221,455
Net loss	(13,443,457)			(13,443,457)
Ending balance at Mar. 31, 2018	42,953,284	$ 253	230,297,937	(187,344,906)
Ending balance (in shares) at Mar. 31, 2018		25,415,798
Beginning balance at Dec. 31, 2017	11,758,730	$ 225	185,659,954	(173,901,449)
Beginning balance (in shares) at Dec. 31, 2017		22,584,588
Net loss	(25,741,828)
Ending balance at Jun. 30, 2018	35,169,843	$ 254	234,812,866	(199,643,277)
Ending balance (in shares) at Jun. 30, 2018		25,561,610
Beginning balance at Mar. 31, 2018	42,953,284	$ 253	230,297,937	(187,344,906)
Beginning balance (in shares) at Mar. 31, 2018		25,415,798
Stock-based compensation - restricted stock units ("RSUs")	3,884,725		3,884,725
Stock-based compensation - employee stock purchase plan ("ESPP")	253,201		253,201
Stock-based compensation - performance share units ("PSUs")	204,954		204,954
Issuance of shares for RSUs		$ 1	(1)
Issuance of shares for RSUs (in shares)		104,112
Exercise of stock options	2,171		2,171
Exercise of stock options (in shares)		872
Cashless exercise of warrants (in shares)		11,370
Proceeds from contributions to the ESPP	169,879		169,879
Proceeds from contributions to the ESPP (in shares)		29,458
Net loss	(12,298,371)			(12,298,371)
Ending balance at Jun. 30, 2018	35,169,843	$ 254	234,812,866	(199,643,277)
Ending balance (in shares) at Jun. 30, 2018		25,561,610
Beginning balance at Dec. 31, 2018	18,370,435	$ 265	243,111,741	(224,741,571)
Beginning balance (in shares) at Dec. 31, 2018		26,526,303
Stock-based compensation - restricted stock units ("RSUs")	3,083,567		3,083,567
Stock-based compensation - employee stock purchase plan ("ESPP")	87,825		87,825
Issuance of shares for RSUs		$ 4	(4)
Issuance of shares for RSUs (in shares)		434,522
Shares withheld for payroll tax on RSUs	(10,207)		(10,207)
Shares withheld for payroll tax on RSUs (in shares)		(1,329)
Shares withheld for payroll tax on performance share units ("PSUs")	(329,159)		(329,159)
Shares withheld for payroll tax on performance share units ("PSUs") (in shares)		(44,481)
Exercise of stock options	400,103	$ 1	400,102
Exercise of stock options (in shares)		80,201
Proceeds from contributions to the ESPP	173,167		173,167
Issuance of shares and warrants in private placements, net of issuance costs	23,319,156	$ 33	23,319,123
Issuance of shares and warrants in private placements, net of issuance costs (in shares)		3,333,333
Net loss	(11,019,468)			(11,019,468)
Ending balance at Mar. 31, 2019	34,075,419	$ 303	269,836,155	(235,761,039)
Ending balance (in shares) at Mar. 31, 2019		30,328,549
Beginning balance at Dec. 31, 2018	18,370,435	$ 265	243,111,741	(224,741,571)
Beginning balance (in shares) at Dec. 31, 2018		26,526,303
Net loss	(20,823,464)
Ending balance at Jun. 30, 2019	27,214,778	$ 306	272,779,507	(245,565,035)
Ending balance (in shares) at Jun. 30, 2019		30,603,534
Beginning balance at Mar. 31, 2019	34,075,419	$ 303	269,836,155	(235,761,039)
Beginning balance (in shares) at Mar. 31, 2019		30,328,549
Stock-based compensation - restricted stock units ("RSUs")	2,675,184		2,675,184
Stock-based compensation - employee stock purchase plan ("ESPP")	122,749		122,749
Issuance of shares for RSUs		$ 2	(2)
Issuance of shares for RSUs (in shares)		189,220
Proceeds from contributions to the ESPP	145,422	$ 1	145,421
Proceeds from contributions to the ESPP (in shares)		85,765
Net loss	(9,803,996)			(9,803,996)
Ending balance at Jun. 30, 2019	$ 27,214,778	$ 306	$ 272,779,507	$ (245,565,035)
Ending balance (in shares) at Jun. 30, 2019		30,603,534

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Condensed Statement of Changes in Stockholders' Equity (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement Of Stockholders Equity [Abstract]
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs	$ 1,680,844	$ 1,153,715

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Condensed Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash flows from operating activities:
Net loss	$ (20,823,464)	$ (25,741,828)
Adjustments to reconcile net loss to Net cash used in operating activities:
Depreciation and amortization	476,863	574,815
Stock based compensation	5,969,325	8,952,088
Amortization of operating lease right-of-use assets	293,210
Amortization of prepaid rent from stock issuance to landlord		40,392
Changes in operating assets and liabilities:
Accounts receivable	(2,950)	(205,773)
Prepaid expenses and other current assets	94,681	436,360
Accounts payable	(534,124)	361,302
Accrued expenses	332,767	211,518
Operating lease liabilities	(230,219)
Net cash used in operating activities	(14,423,911)	(15,371,126)
Cash flows from investing activities:
Purchases of property and equipment	(172,811)	(548,800)
Net cash used in investing activities	(172,811)	(548,800)
Cash flows from financing activities:
Net proceeds from the sales of common stock	23,319,156	38,846,815
Proceeds from the exercise of stock options	400,103	983,224
Proceeds from contributions to employee stock purchase plan	318,589	370,814
Net cash provided by financing activities	23,698,482	40,200,853
Net increase in cash and cash equivalents	9,101,760	24,280,927
Cash and cash equivalents – beginning	20,106,485	12,795,254
Cash and cash equivalents – ending	29,208,245	37,076,181
Restricted Stock Units (RSUs) [Member]
Cash flows from financing activities:
Shares repurchased for tax withholdings on vesting	(10,207)
Supplemental disclosure of non-cash financing activities:
Common stock issued	6	4
Performance Shares [Member]
Cash flows from financing activities:
Shares repurchased for tax withholdings on vesting	$ (329,159)
Supplemental disclosure of non-cash financing activities:
Common stock issued		$ 1

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Business Organization, Nature of Operations

6 Months Ended

Jun. 30, 2019

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Business Organization, Nature of Operations

Note 1 - Business Organization, Nature of Operations

Energous Corporation (the “Company”) was incorporated in Delaware on October 30, 2012. The Company has developed its WattUp® technology, consisting of proprietary semiconductor chipsets, software, hardware designs and antennas, that enables radio frequency (“RF”) based charging for electronic devices, providing wire-free contact and non-contact charging solutions, with the potential to enable charging with mobility. The Company believes its proprietary WattUp technology can be utilized in consumer electronics such as wearables, hearing aids, earbuds, Bluetooth headsets, Internet of Things (“IoT”) devices, smartphones, tablets, e-book readers, keyboards, mice, remote controls, rechargeable lights, cylindrical batteries, medical devices and other devices with charging requirements that would otherwise require battery replacement or wired power connection.

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Liquidity and Management Plans

6 Months Ended

Jun. 30, 2019

Liquidity And Management Plan Disclosure [Abstract]

Liquidity and Management Plans

Note 2 – Liquidity and Management Plans

During the three and six months ended June 30, 2019, the Company recorded revenue of $47,500 and $114,000, respectively, and during the three and six months ended June 30, 2018, the Company recorded revenue of $205,773 and $230,773, respectively. During the three and six months ended June 30, 2019, the Company recorded net losses of $9,803,996 and $20,823,464, respectively, and during the three and six months ended June 30, 2018, the Company recorded net losses of $12,298,371 and $25,741,828, respectively. Net cash used in operating activities was $14,423,911 and $15,371,126 for the six months ended June 30, 2019 and 2018, respectively. The Company is currently meeting its liquidity requirements through the proceeds of securities offerings that raised net proceeds of $23,319,156 in March 2019 and $38,846,815 in January 2018, along with payments received under product development projects.

As of June 30, 2019, the Company had cash on hand of $29,208,245. The Company expects that cash on hand as of June 30, 2019, together with anticipated revenues, will be sufficient to fund the Company’s operations into the third quarter of 2020.

Research and development of new technologies is by its nature unpredictable. Although the Company intends to continue its research and development activities, there can be no assurance that its available resources and business operations will generate revenues sufficient to sustain operations. Accordingly, the Company will likely pursue additional financing, which could include offerings of equity or debt securities, bank financings, commercial agreements with customers or strategic partners, and other alternatives, depending upon market conditions. There is no assurance that such financing would be available on terms that the Company would find acceptable, or at all.

The market for products using the Company’s technology is broad and evolving, but remains nascent and unproven, so the Company’s success is dependent upon many factors, including customer acceptance of our existing products, technical feasibility of future products, regulatory approval, competition and global market fluctuations.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2018 included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 28, 2019.  The accounting policies used in preparing these unaudited condensed interim financial statements are consistent with those described in the Company’s December 31, 2018 audited financial statements.

Note 3 – Summary of Significant Accounting Policies, continued

Use of Estimates

The preparation of financial statements in conformity with US 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.  

The Company’s significant estimates and assumptions include the valuation of stock-based compensation instruments, recognition of revenue, the useful lives of long-lived assets, and income tax expense. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although the Company believes 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.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.

Revenue Recognition

On January 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), which is described below in Recent Accounting Pronouncements.

In accordance with Topic 606, the Company recognizes revenue using the following five-step approach:

1. Identify the contract with a 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 in the contract.

5. Recognize revenue when the performance obligations are met or delivered.

The Company records revenue associated with product development projects that it enters into with certain customers. In general, these development projects are complex, and the Company does not have certainty about its ability to achieve the project milestones. The achievement of a milestone is dependent on the Company’s performance obligation and requires acceptance by the customer.  The Company recognizes revenue based on when the performance obligation is met. However, the Company does not recognize revenue in excess of that payable upon achievement of an accepted milestone, as there would be uncertainty of payment for work that has not been accepted. The payment associated with achieving the performance obligation is generally commensurate with the Company’s effort or the value of the deliverable and is nonrefundable. The Company records the expenses related to these projects in research and development expense, in the periods such expenses were incurred.

The Company records royalty revenue from its manufacturing partner, Dialog, based on shipments from Dialog to its customers.

Currently, other than royalty revenue from Dialog, the Company’s other revenue source is product development projects.

Research and Development

Research and development expenses are charged to operations as incurred. For internally developed patents, all patent application costs are expensed as incurred as research and development expense. Patent application costs, which are generally legal costs, are expensed as research and development costs until such time as the future economic benefits of such patents become more certain. The Company incurred research and development costs of $5,515,017 and $7,639,974 for the three months ended June 30, 2019 and 2018, respectively, and the Company incurred research and development costs of $12,315,695 and $16,361,526 for the six months ended June 30, 2019 and 2018, respectively.

Note 3 – Summary of Significant Accounting Policies, continued

Stock-Based Compensation

The Company accounts for equity instruments issued to employees, board members and contractors in accordance with accounting guidance that requires awards to be recorded at their fair value on the date of grant and are amortized over the vesting period of the award. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the equity instrument issued.

Under the Energous Corporation Employee Stock Purchase Plan (“ESPP”), employees may purchase a limited number of shares of the Company’s common stock at a 15% discount from the lower of the closing market prices measured on the first and last days of each half-year period. The Company recognizes compensation expense for the fair value of the purchase options, as measured on the grant date.

Income Taxes

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of June 30, 2019, no liability for unrecognized tax benefits was required to be reported. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the three or six months ended June 30, 2019 and 2018.

Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method), the vesting of restricted stock units (“RSUs”), performance stock units (“PSUs”) and the shares issuable from the enrollment of employees in the ESPP. The computation of diluted loss per share excludes potentially dilutive securities of 7,228,185 and 7,403,916 for the three months ended June 30, 2019 and 2018, respectively, and 7,228,185 and 7,403,916 for the six months ended June 30, 2019 and 2018, respectively, because their inclusion would be anti-dilutive.

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

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2019		2018		2019		2018
Warrant issued to private investors		4,702,354		3,035,688		4,702,354		3,035,688
Options to purchase common stock		576,293		856,635		576,293		856,635
RSUs		1,949,538		2,640,034		1,949,538		2,640,034
PSUs		-		871,559		-		871,559
Total potentially dilutive securities		7,228,185		7,403,916		7,228,185		7,403,916

Note 3 – Summary of Significant Accounting Policies, continued

Leases

As of January 1, 2019, the Company determines if an arrangement is a lease at the inception of the arrangement. The Company applies the short-term lease recognition exemption and recognizes lease payments in profit or loss at lease commencement for facility or equipment leases that have a lease term of 12 months or less and do not include a purchase option whose exercise is reasonably certain. Operating leases are included in operating lease right-of-use (ROU) assets and operating lease liabilities.

ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are measured and recorded at the later of the adoption date, January 1, 2019, or the service commencement date based on the present value of lease payments over the lease term. The Company uses the implicit interest rate when readily determinable; however, most leases do not establish an implicit rate, so the Company uses an estimate of the incremental borrowing rate based on the information available at the time of measurement. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 4 – Commitments and Contingencies, Operating Leases for further discussion of the Company’s operating leases.

Recent Accounting Pronouncements

In January 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement offinancial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified approach. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company has adopted ASU 2016-02 and its adoption had no material impact on its financial statements.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (230) – Restricted Cash.” ASU No. 2016-18 requires an entity to include amounts described as restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2018. The Company has adopted ASU 2016-18 and its adoption had no material impact on its financial statements.

In July 2017, the FASB issued a two-part ASU No. 2017-11, I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 amends guidance in FASB ASC 260, Earnings Per Share, FASB ASC 480, Distinguishing Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging. The amendments in Part I of ASU 2017-11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments in Part II of ASU 2017-11 re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. ASU 2017-11 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company has adopted ASU 2017-11 and its adoption had no material impact on its financial statements.

Note 3 – Summary of Significant Accounting Policies, continued

Recent Accounting Pronouncements, continued

In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting.” ASU 2018-07 aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, “Equity – Equity-based Payments to Nonemployees.” It is effective for annual reporting periods beginning after December 15, 2018. The Company adopted ASU 2018-07 and its adoption had no material impact on its financial statements.

Management’s Evaluation of Subsequent Events

The Company evaluates events that have occurred after the balance sheet date of June 30, 2019, through the date which the financial statements are issued. Based upon the review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2019

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 4 – Commitments and Contingencies

Operating Leases

On September 10, 2014, the Company entered into a Lease Agreement with Balzer Family Investments, L.P. (the “Landlord”) related to space located at Northpointe Business Center, 3590 North First Street, San Jose, California. The initial term of the lease is 60 months, with initial monthly base rent of $36,720 and the lease is subject to certain annual escalations as defined in the agreement.

On February 26, 2015, the Company entered into a sub-lease agreement for space in its San Jose location on the first floor and was amended on August 25, 2015 to include additional space. The agreement had a term which expired on June 30, 2019.

On March 13, 2019, the Company amended its Lease Agreement with the Landlord which combined both the first-floor space and the second-floor space for the final three months of the original lease term for the second floor, which expires on September 30, 2019. Effective July 1, 2019 through September 30, 2019, the new monthly rent payment will be $48,372. A lease renewal agreement was signed on July 1, 2019 for the first and second floor spaces of the San Jose property. Additional information is provided in Note 9 – Subsequent Events.

On May 31, 2017, the Company renewed a lease agreement for the Company’s space in Costa Mesa, California. The agreement has a term that expires on September 30, 2019 with initial monthly rent of $9,040 and is subject to certain annual escalations as defined in the agreement. On July 15, 2019, the Company signed an agreement for the renewal of the property in Costa Mesa, California. Additional information is provided in Note 9 – Subsequent Events

In February 2016, the FASB issued its final standard on lease accounting, ASU No. 2016-02, “Leases (Topic 842),” which superseded Topic 840, “Leases,” which was further modified in ASU No. 2018-10, “Codification Improvements” to clarify the implementation guidance. The new accounting standard was effective for the Company beginning on January 1, 2019 and required the recognition on the balance sheet of right-of-use assets and lease liabilities. The Company elected the optional transition method and adopted the new guidance on January 1, 2019 on a modified retrospective basis with no restatement of prior period amounts. The Company’s adoption of the new standard resulted in the recognition of right-of-use assets of $414,426 and operating lease liabilities of $485,747, with no material cumulative effect adjustment to equity as of the date of adoption. As of June 30, 2019, the Company’s remaining weighted average operating lease terms were approximately 3 months. The weighted average discount rate used to measure the outstanding operating lease liabilities was 10% as of June 30, 2019.

A reconciliation of undiscounted cash flows to lease liabilities recognized as of June 30, 2019 is as follows:

	Amount
	(unaudited)
2019		129,566
Present value discount (10% weighted average)		(2,026	)
Total operating lease liabilities	$	127,540

Note 4 – Commitments and Contingencies, continued

HostedDesign Solution Agreement

In June 2015, the Company entered into a three-year agreement to license electronic design automation software in a hosted environment. Pursuant to the agreement, under which services began in July 2015, the Company is required to remit quarterly payments in the amount of approximately $101,000 with the last payment due in March 2018. In December 2015, the agreement was amended to update and redefine the hosted hardware and software licensed by the Company and the quarterly payments increased to approximately $198,000. In July 2018, the Company renewed the three-year agreement, and the Company is required to remit quarterly payments in the amount of approximately $218,000, with the last payment due in March 2021.

Litigations, Claims, and Assessments

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

MBO Bonus Plan

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

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

During the three months ended June 30, 2019, the Company accrued $209,675 in expense under the Bonus Plan, which will be paid during the third quarter of 2019. During the three months ended June 30, 2018, the Company accrued $492,818 in expense, which was paid during the third quarter of 2018. During the six months ended June 30, 2019 and 2018, the Company incurred $524,188 and $760,114 in expense under the Bonus Plan.

Severance and Change in Control Agreement

On March 15, 2018, the Compensation Committee approved a form of Severance and Change in Control Agreement (“SeveranceAgreement”) that the Company may enter into with executive officers (“Executive”).

Under the Severance Agreement, if an Executive is terminated in a qualifying termination, the Company agrees to pay the Executive six to 12 months of that Executive’s monthly base salary and bonuses, in under some circumstances. If the Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) the Company agrees to pay the full amount of Executive’s premiums under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the six to 12 month period following the Executive’s termination.

Note 4 – Commitments and Contingencies, continued

Employee Agreement – Stephen Rizzone

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

The Employment Agreement was effective as of January 1, 2015, had an initial term of four years and renews automatically each year after the initial term. The Employment Agreement provides for an annual base salary of $365,000, and Mr. Rizzone is eligible to receive quarterly cash bonuses from the Bonus Plan with a total target amount equal to 100% of his base salary based upon achievement of performance-based objectives established by the Board.

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

Strategic Alliance Agreement

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

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

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Stockholders' Equity

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

Stockholders' Equity

Note 5 – Stockholders’ Equity

Authorized Capital

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

Note 5 – Stockholders’ Equity, continued

Public Offerings

Pursuant to a shelf registration statement on Form S-3 filed on April 24, 2015, in January 2018, the Company raised $38,846,815 (net of $1,153,715 in underwriter’s discount and issuance costs) from the sale of stock in an “at-the-market” offering of its common stock.

On August 9, 2018, the Company filed a shelf registration statement on Form S-3, which became effective on August 17, 2018. This shelf registration statement allows the Company to sell, from time to time, any combination of debt or equity securities described in the registration statement up to aggregate proceeds of $75,000,000. Pursuant to this registration statement, in March 2019 the Company raised $23,319,156 (net of $1,680,844 in issuance costs) from an offering of shares of its common stock and warrants to purchase 1,666,666 shares of common stock at an exercise price of $10.00 per share.

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Stock Based Compensation

6 Months Ended

Jun. 30, 2019

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Based Compensation

Note 6 – Stock-Based Compensation

Equity Incentive Plans

2013 Equity Incentive Plan

Effective on May 16, 2018, the Company’s stockholders approved the amendment and restatement of the 2013 Equity Incentive Plan to increase the number of shares reserved for issuance through equity-based instruments thereunder by 1,600,000 shares, bringing to 6,085,967 the total number of shares approved for issuance under that plan.

As of June 30, 2019, 1,628,225 shares of common stock remain available to be issued under the 2013 Equity Incentive Plan.

2014 Non-Employee Equity Compensation Plan

Effective on May 16, 2018, the Company’s stockholders approved the amendment and restatement of the 2014 Equity Incentive Plan to increase the number of shares reserved for issuance through equity-based instruments thereunder by 250,000 shares, bringing to 850,000 the total number of shares approved for issuance under that plan.

As of June 30, 2019, 208,842 shares of common stock remain available to be issued through equity-based instruments under the 2014 Non-Employee Equity Compensation Plan.

2015 Performance Share Unit Plan

Effective on May 16, 2018, the Company’s stockholders approved the amendment and restatement of the 2015 Performance Share Unit Plan to increase the number of shares reserved for issuance through equity-based instruments thereunder by 1,400,000 shares, bringing to 2,710,104 the total number of shares approved for issuance under that plan.

As of June 30, 2019, 1,431,951 shares of common stock remain available to be issued through equity-based instruments under the 2015 Performance Share Unit Plan.

2017 Equity Inducement Plan

On December 28, 2017, the Board approved the 2017 Equity Inducement Plan. Under the plan, the Board reserved 600,000 shares of common stock for the grant of RSUs. These grants will be administered by a committee of the Board or the Board acting as a committee. These awards will be granted to individuals who (a) are being hired as an employee by the Company or any subsidiary and such award is a material inducement to such person being hired; (b) are being rehired as an employee following a bona fide period of interruption of employment with the Company or any subsidiary; or (c) will become an employee of the Company or any subsidiary in connection with a merger or acquisition.

As of June 30, 2019, 308,469 shares of common stock remain available to be issued through equity-based instruments under the 2017 Equity Inducement Plan.

Note 6 – Stock-Based Compensation, continued

Equity Incentive Plans, continued

Employee Stock Purchase Plan

In April 2015, the Company’s Board approved the ESPP, under which 600,000 shares of common stock were reserved for purchase by the Company’s employees, and on May 21, 2015, the Company’s stockholders approved the ESPP. Under the ESPP, employees may designate an amount not less than 1% but not more than 10% of their annual compensation for the purchase of Company shares. No more than 7,500 shares may be purchased by an employee under the ESPP during an offering period. An offering period shall be six months in duration commencing on or about January 1 and July 1 of each year. The exercise price of the purchase option will be the lesser of 85% of the fair market of the common stock on the first business day of the offering period and 85% of the fair market value of the common stock on the applicable exercise date.

As of June 30, 2019, 257,988 shares of common stock remain available to be issued under the ESPP. As of June 30, 2019, employees have contributed $318,589 through payroll withholdings to the ESPP for the current offering period. Shares will be deemed delivered on June 30, 2019 for the current offering period.

Stock Option Activity

The following is a summary of the Company’s stock option activity during the six months ended June 30, 2019:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Life In Years		Intrinsic Value
Outstanding at January 1, 2019		656,494		$	5.57		4.6	$	252,887
Granted		–			–		–		–
Exercised		(80,201	)		4.99		–		–
Forfeited		–			–		–		–
Outstanding at June 30, 2019		576,293		$	5.65		4.8	$	104,601
Exercisable at January 1, 2019		656,494		$	5.57		4.6	$	252,887
Vested		–			–		–		–
Exercised		(80,201	)		4.99		–		–
Forfeited		–			–		–		–
Exercisable at June 30, 2019		576,293		$	5.65		4.8	$	104,601

As of June 30, 2019, the unamortized value of options was $0.

Note 6 – Stock Based Compensation, continued

Restricted Stock Units (“RSUs”)      

During the six months ended June 30, 2019, the Compensation Committee granted various directors and consultants RSUs covering 157,987 shares of common stock under the 2014 Non-Employee Equity Compensation Plan. The awards vest over terms from one to three years.

During the six months ended June 30, 2019, the Compensation Committee granted various employees RSUs covering 311,750 shares of common stock under the 2013 Equity Incentive Plan. The awards vest over terms ranging from one to four years.

During the six months ended June 30, 2019, the Compensation Committee granted employees RSUs covering 25,500 shares of common stock under the 2017 Equity Inducement Plan. The awards vest over four years.

As ofJune 30, 2019,the unamortizedvalue ofthe RSUswas$18,182,223.The unamortizedamountwill beexpensedovera weighted average periodof1.9years. A summary of the activity related to RSUs for the six months ended June 30, 2019 is presented below:

	Total			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2019		2,469,174		$	15.07
RSUs granted		495,237		$	6.15
RSUs forfeited		(391,130	)	$	14.99
RSUs vested		(623,743	)	$	14.94
Outstanding at June 30, 2019		1,949,538		$	12.86

Performance Share Units (“PSUs”)

Performance share units (“PSUs”) are grants that vest upon the achievement of certain performance goals. The performance goals are related to the Company’s market capitalization or market price of the common stock.

Amortization for all PSU awards was $0 and $204,954 for the three months ended June 30, 2019 and 2018, respectively, and $0 and $407,656 for the six months ended June 30, 2019 and 2018, respectively.

At June 30, 2019, all PSUs had either vested or expired and were no longer outstanding.

Employee Stock Purchase Plan (“ESPP”)

The recently completed offering period under the ESPP was January 1, 2019 through June 30, 2019. During the year ended December 31, 2018, there were two offering periods for the ESPP. The first offering period started on January 1, 2018 and concluded on June 30, 2018. The second offering period started on July 1, 2018 and concluded on December 31, 2018.  

The weighted-average grant-date fair value of the purchase option for each designated share purchased under this plan was approximately $2.43 and $13.84 for the six months ended June 30, 2019 and 2018, respectively, which represents the fair value of the option, consisting of three main components: (i) the value of the discount on the enrollment date, (ii) the proportionate value of the call option for 85% of the stock and (iii) the proportionate value of the put option for 15% of the stock. The Company recognized compensation expense for the plan of $122,749 and $253,201 for the three months ended June 30, 2019 and 2018, respectively, and $210,574 and $407,746 for the six months ended June 30, 2019 and 2018, respectively.

Note 6 – Stock Based Compensation, continued

Employee Stock Purchase Plan (“ESPP”), continued

The Company estimated the fair value of ESPP purchase options granted during the six months ended June 30, 2019 and 2018 using the Black-Scholes option pricing model. The fair values of stock options granted were estimated using the following assumptions:

	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Stock price	$	5.79		$	22.34
Dividend yield		0	%		0	%
Expected volatility		96	%		177	%
Risk-free interest rate		2.51	%		1.61	%
Expected life	6 months			6 months

Stock-Based Compensation Expense

The following tables summarize total stock-based compensation costs recognized for the three and six months ended June 30, 2019 and 2018:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
RSUs		2,675,184	$	3,884,725		5,758,751	$	8,136,686
PSUs		–		204,954		–		407,656
ESPP		122,749		253,201		210,574		407,746
Total	$	2,797,933	$	4,342,880	$	5,969,325	$	8,952,088

The total amount of stock-based compensation was reflected within the statements of operations as:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Research and development	$	1,361,225	$	2,483,693	$	3,017,778	$	5,542,223
Sales and marketing		343,945		388,533		720,993		669,891
General and administrative		1,092,763		1,470,654		2,230,554		2,739,974
Total	$	2,797,933	$	4,342,880	$	5,969,325	$	8,952,088

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Related Party Transactions

6 Months Ended

Jun. 30, 2019

Related Party Transactions [Abstract]

Related Party Transactions

Note 7 – Related Party Transactions

In November 2016, the Company and Dialog entered into an alliance agreement for the manufacture, distribution and commercialization of products incorporating the Company’s wire-free charging technology (See Note 4 – Commitments and Contingencies, Strategic Alliance Agreement). On November 7, 2016 and June 28, 2017, the Company and Dialog entered into securities purchase agreements under which Dialog acquired a total of 1,739,691 shares and received warrants to purchase up to 1,417,565 shares. As of June 30, 2019, Dialog owns approximately 5.7% of the Company’s outstanding common shares and could potentially own 9.9% of the Company’s outstanding common shares if it exercised all of its warrants for common shares. The Company did not pay Dialog for chip development costs for the three or six months ended June 30, 2019. For the three and six months ended June 30, 2018, the Company paid $0 and $43,700, respectively, to Dialog for chip development costs incurred, which is recorded under research and development expense. The Company recorded $0 and $7,100 in revenue pursuant to the Strategic Alliance Agreement for the three and six months ended June 30, 2019, respectively, and $5,773 in revenue pursuant to the Strategic Alliance Agreement for both the three and six months ended June 30, 2018.

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Customer Concentrations

6 Months Ended

Jun. 30, 2019

Risks And Uncertainties [Abstract]

Customer Concentrations

Note 8 – Customer Concentrations

Two customers accounted for approximately 95% of the Company’s revenue for the three months ended June 30, 2019 and one customer accounted for approximately 97% of the Company’s revenue for the three months ended June 30, 2018. Three customers accounted for approximately 75% of the Company’s revenue for the six months ended June 30, 2019 and one customer accounted for approximately 97% of the Company’s revenue for the six months ended June 30, 2018. Two customers accounted for approximately 95% of the accounts receivable balance as of June 30, 2019. Three customers accounted for approximately 86% of the accounts receivable balance as of December 31, 2018.

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Subsequent Events

6 Months Ended

Jun. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

Note 9 – Subsequent Events

On July 1, 2019, the Company signed a new lease agreement for the lease of its office space at its corporate headquarters in San Jose, California for an additional three years. The lease agreement includes space on the first floor of the building that had been previously subleased. Upon expiration of the current lease on September 30, 2019, the new monthly lease payment starting October 1, 2019 will be $52,970 and is subject to annual escalations up to a maximum monthly lease payment of $64,941.

On July 15, 2019, the Company signed a new lease agreement for the lease of office space in Costa Mesa, California for an additional two years. Upon expiration of the current lease on September 30, 2019, the new monthly lease payment starting October 1, 2019 will be $9,773 and is subject to an annual escalation up to a maximum monthly lease payment of $10,200.

In August 2019, three of our directors entered into RSU Rescission Agreements with the Company. Pursuant to the agreements, a total of 38,666 shares issued upon settlement of restricted stock units were rescinded and those shares were returned to the Company.  The rescissions resulted from the fact that certain restricted stock unit grants exceeded limits contained in the Company’s 2014 Non-Employee Equity Compensation Plan.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2018 included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 28, 2019.  The accounting policies used in preparing these unaudited condensed interim financial statements are consistent with those described in the Company’s December 31, 2018 audited financial statements.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with US 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.  

The Company’s significant estimates and assumptions include the valuation of stock-based compensation instruments, recognition of revenue, the useful lives of long-lived assets, and income tax expense. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although the Company believes 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.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.

Revenue Recognition

Revenue Recognition

On January 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), which is described below in Recent Accounting Pronouncements.

In accordance with Topic 606, the Company recognizes revenue using the following five-step approach:

1. Identify the contract with a 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 in the contract.

5. Recognize revenue when the performance obligations are met or delivered.

The Company records revenue associated with product development projects that it enters into with certain customers. In general, these development projects are complex, and the Company does not have certainty about its ability to achieve the project milestones. The achievement of a milestone is dependent on the Company’s performance obligation and requires acceptance by the customer.  The Company recognizes revenue based on when the performance obligation is met. However, the Company does not recognize revenue in excess of that payable upon achievement of an accepted milestone, as there would be uncertainty of payment for work that has not been accepted. The payment associated with achieving the performance obligation is generally commensurate with the Company’s effort or the value of the deliverable and is nonrefundable. The Company records the expenses related to these projects in research and development expense, in the periods such expenses were incurred.

The Company records royalty revenue from its manufacturing partner, Dialog, based on shipments from Dialog to its customers.

Currently, other than royalty revenue from Dialog, the Company’s other revenue source is product development projects.

Research and Development

Research and Development

Research and development expenses are charged to operations as incurred. For internally developed patents, all patent application costs are expensed as incurred as research and development expense. Patent application costs, which are generally legal costs, are expensed as research and development costs until such time as the future economic benefits of such patents become more certain. The Company incurred research and development costs of $5,515,017 and $7,639,974 for the three months ended June 30, 2019 and 2018, respectively, and the Company incurred research and development costs of $12,315,695 and $16,361,526 for the six months ended June 30, 2019 and 2018, respectively.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for equity instruments issued to employees, board members and contractors in accordance with accounting guidance that requires awards to be recorded at their fair value on the date of grant and are amortized over the vesting period of the award. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the equity instrument issued.

Under the Energous Corporation Employee Stock Purchase Plan (“ESPP”), employees may purchase a limited number of shares of the Company’s common stock at a 15% discount from the lower of the closing market prices measured on the first and last days of each half-year period. The Company recognizes compensation expense for the fair value of the purchase options, as measured on the grant date.

Income Taxes

Income Taxes

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of June 30, 2019, no liability for unrecognized tax benefits was required to be reported. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the three or six months ended June 30, 2019 and 2018.

Net Loss Per Common Share

Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method), the vesting of restricted stock units (“RSUs”), performance stock units (“PSUs”) and the shares issuable from the enrollment of employees in the ESPP. The computation of diluted loss per share excludes potentially dilutive securities of 7,228,185 and 7,403,916 for the three months ended June 30, 2019 and 2018, respectively, and 7,228,185 and 7,403,916 for the six months ended June 30, 2019 and 2018, respectively, because their inclusion would be anti-dilutive.

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

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2019		2018		2019		2018
Warrant issued to private investors		4,702,354		3,035,688		4,702,354		3,035,688
Options to purchase common stock		576,293		856,635		576,293		856,635
RSUs		1,949,538		2,640,034		1,949,538		2,640,034
PSUs		-		871,559		-		871,559
Total potentially dilutive securities		7,228,185		7,403,916		7,228,185		7,403,916

Leases

Leases

As of January 1, 2019, the Company determines if an arrangement is a lease at the inception of the arrangement. The Company applies the short-term lease recognition exemption and recognizes lease payments in profit or loss at lease commencement for facility or equipment leases that have a lease term of 12 months or less and do not include a purchase option whose exercise is reasonably certain. Operating leases are included in operating lease right-of-use (ROU) assets and operating lease liabilities.

ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are measured and recorded at the later of the adoption date, January 1, 2019, or the service commencement date based on the present value of lease payments over the lease term. The Company uses the implicit interest rate when readily determinable; however, most leases do not establish an implicit rate, so the Company uses an estimate of the incremental borrowing rate based on the information available at the time of measurement. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 4 – Commitments and Contingencies, Operating Leases for further discussion of the Company’s operating leases.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In January 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement offinancial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified approach. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company has adopted ASU 2016-02 and its adoption had no material impact on its financial statements.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (230) – Restricted Cash.” ASU No. 2016-18 requires an entity to include amounts described as restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2018. The Company has adopted ASU 2016-18 and its adoption had no material impact on its financial statements.

In July 2017, the FASB issued a two-part ASU No. 2017-11, I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 amends guidance in FASB ASC 260, Earnings Per Share, FASB ASC 480, Distinguishing Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging. The amendments in Part I of ASU 2017-11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments in Part II of ASU 2017-11 re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. ASU 2017-11 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company has adopted ASU 2017-11 and its adoption had no material impact on its financial statements.

Note 3 – Summary of Significant Accounting Policies, continued

Recent Accounting Pronouncements, continued

In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting.” ASU 2018-07 aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, “Equity – Equity-based Payments to Nonemployees.” It is effective for annual reporting periods beginning after December 15, 2018. The Company adopted ASU 2018-07 and its adoption had no material impact on its financial statements.

Management's Evaluation of Subsequent Events

Management’s Evaluation of Subsequent Events

The Company evaluates events that have occurred after the balance sheet date of June 30, 2019, through the date which the financial statements are issued. Based upon the review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2019		2018		2019		2018
Warrant issued to private investors		4,702,354		3,035,688		4,702,354		3,035,688
Options to purchase common stock		576,293		856,635		576,293		856,635
RSUs		1,949,538		2,640,034		1,949,538		2,640,034
PSUs		-		871,559		-		871,559
Total potentially dilutive securities		7,228,185		7,403,916		7,228,185		7,403,916

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2019

Commitments And Contingencies Disclosure [Abstract]

Schedule of Reconciliation of Undiscounted Cash Flows to Lease Liabilities Recognized

A reconciliation of undiscounted cash flows to lease liabilities recognized as of June 30, 2019 is as follows:

	Amount
	(unaudited)
2019		129,566
Present value discount (10% weighted average)		(2,026	)
Total operating lease liabilities	$	127,540

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Stock Based Compensation (Tables)

6 Months Ended

Jun. 30, 2019

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Stock Option Activity

The following is a summary of the Company’s stock option activity during the six months ended June 30, 2019:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Life In Years		Intrinsic Value
Outstanding at January 1, 2019		656,494		$	5.57		4.6	$	252,887
Granted		–			–		–		–
Exercised		(80,201	)		4.99		–		–
Forfeited		–			–		–		–
Outstanding at June 30, 2019		576,293		$	5.65		4.8	$	104,601
Exercisable at January 1, 2019		656,494		$	5.57		4.6	$	252,887
Vested		–			–		–		–
Exercised		(80,201	)		4.99		–		–
Forfeited		–			–		–		–
Exercisable at June 30, 2019		576,293		$	5.65		4.8	$	104,601

Schedule of Restricted Stock Units Activity

A summary of the activity related to RSUs for the six months ended June 30, 2019 is presented below:

	Total			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2019		2,469,174		$	15.07
RSUs granted		495,237		$	6.15
RSUs forfeited		(391,130	)	$	14.99
RSUs vested		(623,743	)	$	14.94
Outstanding at June 30, 2019		1,949,538		$	12.86

Summary of Fair Values of Stock Options Granted

The fair values of stock options granted were estimated using the following assumptions:

	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Stock price	$	5.79		$	22.34
Dividend yield		0	%		0	%
Expected volatility		96	%		177	%
Risk-free interest rate		2.51	%		1.61	%
Expected life	6 months			6 months

Summary of Stock-based Compensation Costs Recognized

The following tables summarize total stock-based compensation costs recognized for the three and six months ended June 30, 2019 and 2018:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
RSUs		2,675,184	$	3,884,725		5,758,751	$	8,136,686
PSUs		–		204,954		–		407,656
ESPP		122,749		253,201		210,574		407,746
Total	$	2,797,933	$	4,342,880	$	5,969,325	$	8,952,088

Summary of Stock-based Compensation Reflected within Statements of Operations

The total amount of stock-based compensation was reflected within the statements of operations as:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Research and development	$	1,361,225	$	2,483,693	$	3,017,778	$	5,542,223
Sales and marketing		343,945		388,533		720,993		669,891
General and administrative		1,092,763		1,470,654		2,230,554		2,739,974
Total	$	2,797,933	$	4,342,880	$	5,969,325	$	8,952,088

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Liquidity and Management Plans - Additional Information (Detail) - USD ($)	1 Months Ended		3 Months Ended				6 Months Ended
	Mar. 31, 2019	Jan. 31, 2018	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Liquidity And Management Plans [Line Items]
Engineering product development			$ 47,500		$ 205,773		$ 114,000	$ 230,773
Net loss			(9,803,996)	$ (11,019,468)	(12,298,371)	$ (13,443,457)	(20,823,464)	(25,741,828)
Net cash provided by (used in) operating activities							(14,423,911)	(15,371,126)
Proceeds of securities offerings	$ 23,319,156	$ 38,846,815					23,319,156	38,846,815
Cash and cash equivalents, at carrying value, total			29,208,245				29,208,245		$ 20,106,485
Technology Service [Member]
Liquidity And Management Plans [Line Items]
Engineering product development			$ 47,500		$ 205,773		$ 114,000	$ 230,773

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Significant Accounting Policies - Additional Information (Detail) - USD ($)		3 Months Ended		6 Months Ended
	Apr. 30, 2015	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Summary Of Significant Accounting Policies [Line Items]
Research and development expense, total		$ 5,515,017	$ 7,639,974	$ 12,315,695	$ 16,361,526
Liability for unrecognized tax benefits		0		0
Interest or penalties for uncertain tax positions		$ 0	$ 0	$ 0	$ 0
Antidilutive securities excluded from computation of earnings per share, amount		7,228,185	7,403,916	7,228,185	7,403,916
Employee Stock Purchase Plan [Member]
Summary Of Significant Accounting Policies [Line Items]
Common stock purchase price discount percentage	85.00%			15.00%

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Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Summary Of Significant Accounting Policies [Line Items]
Total potentially dilutive securities	7,228,185	7,403,916	7,228,185	7,403,916
Warrant Issued to Private Investors [Member]
Summary Of Significant Accounting Policies [Line Items]
Total potentially dilutive securities	4,702,354	3,035,688	4,702,354	3,035,688
Employee Stock Option [Member]
Summary Of Significant Accounting Policies [Line Items]
Total potentially dilutive securities	576,293	856,635	576,293	856,635
Restricted Stock Units (RSUs) [Member]
Summary Of Significant Accounting Policies [Line Items]
Total potentially dilutive securities	1,949,538	2,640,034	1,949,538	2,640,034
Performance Share Units [Member]
Summary Of Significant Accounting Policies [Line Items]
Total potentially dilutive securities		871,559		871,559

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Commitments and Contingencies - Operating Leases - Additional Information (Detail) - USD ($)					3 Months Ended
	Mar. 13, 2019	May 31, 2017	Aug. 25, 2015	Sep. 10, 2014	Oct. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Jan. 01, 2019
Commitments And Contingencies [Line Items]
Operating lease right-of-use assets							$ 121,216
Operating lease liabilities							$ 127,540
Remaining weighted average operating lease terms							3 months
Weighted average discount rate used to measure the outstanding operating lease liabilities							10.00%
ASU No. 2016-02 [Member]
Commitments And Contingencies [Line Items]
Operating lease right-of-use assets								$ 414,426
Operating lease liabilities								$ 485,747
San Jose, California [Member]
Commitments And Contingencies [Line Items]
Lease expiration date			Jun. 30, 2019
San Jose, California [Member] | Scenario Forecast [Member]
Commitments And Contingencies [Line Items]
Operating leases, rent expense					$ 52,970
Costa Mesa, California [Member]
Commitments And Contingencies [Line Items]
Operating leases, rent expense		$ 9,040
Lease expiration date		Sep. 30, 2019
Costa Mesa, California [Member] | Scenario Forecast [Member]
Commitments And Contingencies [Line Items]
Operating leases, rent expense					$ 9,773
Balzer Family Investments Lp [Member]
Commitments And Contingencies [Line Items]
Operating leases expiration period				60 months
Operating leases, rent expense				$ 36,720
Lease expiration date	Sep. 30, 2019
Balzer Family Investments Lp [Member] | Scenario Forecast [Member]
Commitments And Contingencies [Line Items]
Operating leases, rent expense						$ 48,372

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Commitments and Contingencies - Schedule of Reconciliation of Undiscounted Cash Flows to Lease Liabilities Recognized (Detail)	Jun. 30, 2019 USD ($)
Operating Leases Future Minimum Payments Due [Abstract]
2019	$ 129,566
Present value discount (10% weighted average)	(2,026)
Operating lease liabilities	$ 127,540

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Commitments and Contingencies - Schedule of Reconciliation of Undiscounted Cash Flows to Lease Liabilities Recognized (Parenthetical) (Detail)	Jun. 30, 2019
Operating Leases Future Minimum Payments Due [Abstract]
Weighted average discount rate percent	10.00%

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Commitments and Contingencies - Hosted Design Solution Agreement - Additional Information (Detail) - Hosted Design Solution Agreement [Member] - USD ($)	1 Months Ended			6 Months Ended
	Jul. 31, 2018	Dec. 31, 2015	Jun. 30, 2015	Jun. 30, 2019
Commitments And Contingencies [Line Items]
Initial term of agreement	3 years		3 years
Other cost of services	$ 218,000			$ 101,000
Hardware and software licensed payments period increase		$ 198,000

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Commitments and Contingencies - MBO Bonus Plan - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Executive Officers [Member]
Commitments And Contingencies [Line Items]
Accrued bonus expense	$ 209,675	$ 492,818	$ 524,188	$ 760,114

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Commitments and Contingencies - Employee Agreement - Stephen Rizzone - Additional Information (Detail) - Mr. Rizzone [Member] - USD ($)		6 Months Ended
	Jan. 01, 2015	Jun. 30, 2019
Commitments And Contingencies [Line Items]
Agreement effective date	Jan. 01, 2015
Initial term of agreement	4 years
Officers' compensation		$ 365,000
Employment agreement percentage of base salary		100.00%

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Commitments and Contingencies - Strategic Alliance Agreement - Additional Information (Detail)	1 Months Ended
	Nov. 30, 2016
Strategic Alliance Agreement [Member]
Commitments And Contingencies [Line Items]
Initial term of agreement	7 years

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Stockholders' Equity - Additional Information (Detail)		1 Months Ended		3 Months Ended
	Aug. 17, 2018 USD ($)	Mar. 31, 2019 USD ($) $ / shares shares	Jan. 31, 2018 USD ($)	Mar. 31, 2019 USD ($) $ / shares shares	Jun. 30, 2019 Vote
Class of Stock [Line Items]
Number of common stock voting entitlement per share | Vote					1
Issuance of shares and warrants in private placements, net of issuance costs		$ 23,319,156		$ 23,319,156
Net of issuance costs from offering of shares		$ 1,680,844
Class of warrant or right, number of securities called by warrants or rights | shares		1,666,666		1,666,666
Class of warrant or right, exercise price of warrants or rights | $ / shares		$ 10.00		$ 10.00
Consummation of Offering Under Shelf Registration [Member]
Class of Stock [Line Items]
Stock issued during period, value, new issues			$ 38,846,815
Underwriter's discount and issuance costs			$ 1,153,715
Proceeds from shelf registration debt or equity securities	$ 75,000,000

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Stock Based Compensation - Equity Incentive Plan - Additional Information (Detail) - USD ($)		6 Months Ended
	Apr. 30, 2015	Jun. 30, 2019	May 16, 2018	Dec. 28, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee contribution through payroll withholdings		$ 318,589
Performance Share Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares authorized for issuance			2,710,104
Common stock, capital shares reserved for future issuance			1,400,000
Share-based compensation arrangement by share-based payment award, number of shares available for grant		1,431,951
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance	600,000
Share-based compensation arrangement by share-based payment award, number of shares available for grant		257,988
Lowest percentage of annual compensation to be utilized by an employee for purchase of shares under the plan	1.00%
Highest percentage of annual compensation to be utilized by an employee for purchase of shares under the plan	10.00%
Maximum number of shares permitted to purchase	7,500
Offering period	6 months
Exercise price discount from fair value on offering date	85.00%
Exercise price discount from fair value on exercise date	85.00%	15.00%
Share-based compensation arrangement by share-based payment award, terms of award		In April 2015, the Company’s Board approved the ESPP, under which 600,000 shares of common stock were reserved for purchase by the Company’s employees, and on May 21, 2015, the Company’s stockholders approved the ESPP. Under the ESPP, employees may designate an amount not less than 1% but not more than 10% of their annual compensation for the purchase of Company shares. No more than 7,500 shares may be purchased by an employee under the ESPP during an offering period. An offering period shall be six months in duration commencing on or about January 1 and July 1 of each year. The exercise price of the purchase option will be the lesser of 85% of the fair market of the common stock on the first business day of the offering period and 85% of the fair market value of the common stock on the applicable exercise date.
2013 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares authorized for issuance			6,085,967
Common stock, capital shares reserved for future issuance			1,600,000
Common stock to be issued		1,628,225
Non-Employee Equity Compensation Plan 2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares authorized for issuance			850,000
Common stock, capital shares reserved for future issuance			250,000
Common stock available to be issued		208,842
2017 Equity Inducement Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock available to be issued		308,469
2017 Equity Inducement Plan [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance				600,000

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Stock Based Compensation - Summary of Stock Option Activity (Detail) - Employee Stock Option [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Outstanding	656,494
Number of Options, Granted	0
Number of Options, Exercised	(80,201)
Number of Options, Forfeited	0
Number of Options, Outstanding	576,293	656,494
Number of Options, Exercisable	656,494
Number of Options, Vested	0
Number of Options, Exercised	(80,201)
Number of Options, Forfeited	0
Number of Options, Exercisable	576,293	656,494
Weighted Average Exercise Price, Outstanding	$ 5.57
Weighted Average Exercise Price, Granted	0
Weighted Average Exercise Price, Exercised	4.99
Weighted Average Exercise Price, Forfeited	0
Weighted Average Exercise Price, Outstanding	5.65	$ 5.57
Weighted Average Exercise Price, Exercisable	5.57
Weighted Average Exercise Price, Vested	0
Weighted Average Exercise Price, Exercised	4.99
Weighted Average Exercise Price, Forfeited	0
Weighted Average Exercise Price, Exercisable	$ 5.65	$ 5.57
Weighted Average Remaining Life In Years, Outstanding	4 years 9 months 18 days	4 years 7 months 6 days
Weighted Average Remaining Life In Years, Exercisable	4 years 9 months 18 days	4 years 7 months 6 days
Intrinsic Value, Outstanding	$ 104,601	$ 252,887
Intrinsic Value, Exercisable	$ 104,601	$ 252,887

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Stock Based Compensation - Stock Option Award Activity - Additional Information (Detail)	Jun. 30, 2019 USD ($)
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options	$ 0

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Stock Based Compensation - Restricted Stock Units - Additional Information (Detail) - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Jun. 30, 2019 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee service share-based compensation, nonvested awards, compensation not yet recognized, share-based awards other than options | $	$ 18,182,223
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition	1 year 10 months 24 days
Non-Employee Equity Compensation Plan 2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period	157,987
Non-Employee Equity Compensation Plan 2014 [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	1 year
Non-Employee Equity Compensation Plan 2014 [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	3 years
2013 Equity Incentive Plan [Member] | Employee [Member] | Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period	311,750
2013 Equity Incentive Plan [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	1 year
2013 Equity Incentive Plan [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	4 years
2017 Equity Inducement Plan [Member] | Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period	25,500
Share-based compensation arrangement by share-based payment award, award vesting period	4 years

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Stock Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Jun. 30, 2019 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Outstanding | shares	2,469,174
RSUs granted | shares	495,237
RSUs forfeited | shares	(391,130)
RSUs vested | shares	(623,743)
Number of Options, Outstanding | shares	1,949,538
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares	$ 15.07
Weighted Average Grant Date Fair Value, RSUs granted | $ / shares	6.15
Weighted Average Grant Date Fair Value, RSUs forfeited | $ / shares	14.99
Weighted Average Grant Date Fair Value, RSUs vested | $ / shares	14.94
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares	$ 12.86

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Stock Based Compensation - Performance Share Units - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Performance Share Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense	$ 0	$ 204,954	$ 0	$ 407,656

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Stock Based Compensation - Employee Stock Purchase Plan - Additional Information (Detail) - Employee Stock Purchase Plan [Member] - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value			$ 2.43	$ 13.84
Percentage of proportionate value of call option of stock			85.00%
Percentage of proportionate value of put option of stock			15.00%
Allocated share-based compensation expense	$ 122,749	$ 253,201	$ 210,574	$ 407,746

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Stock Based Compensation - Summary of Fair Values of Stock Options Granted (Detail) - Employee Stock Purchase Plan [Member] - Employee Stock Option [Member] - $ / shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price	$ 5.79	$ 22.34
Dividend yield	0.00%	0.00%
Expected volatility	96.00%	177.00%
Risk-free interest rate	2.51%	1.61%
Expected life	6 months	6 months

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Stock Based Compensation -Summary of Stock-based Compensation Costs Recognized (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total	$ 2,797,933	$ 4,342,880	$ 5,969,325	$ 8,952,088
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Allocated share-based compensation expense	2,675,184	3,884,725	5,758,751	8,136,686
Performance Share Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Allocated share-based compensation expense	0	204,954	0	407,656
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Allocated share-based compensation expense	$ 122,749	$ 253,201	$ 210,574	$ 407,746

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Stock Based Compensation - Summary of Stock-based Compensation Reflected within Statements of Operations (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based Compensation, Total	$ 2,797,933	$ 4,342,880	$ 5,969,325	$ 8,952,088
Research and Development Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Allocated share-based compensation expense	1,361,225	2,483,693	3,017,778	5,542,223
Selling and Marketing Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Allocated share-based compensation expense	343,945	388,533	720,993	669,891
General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Allocated share-based compensation expense	$ 1,092,763	$ 1,470,654	$ 2,230,554	$ 2,739,974

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Related Party Transactions - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended		8 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Jun. 28, 2017	Mar. 31, 2019
Related Party Transaction [Line Items]
Class of warrant or right, number of securities called by warrants or rights						1,666,666
Dialog Semiconductor Plc [Member]
Related Party Transaction [Line Items]
Equity method investment, ownership percentage	5.70%		5.70%
Percentage of common shares potentially own outstanding shares			9.90%
Dialog Semiconductor Plc [Member] | Research and Development Expense [Member]
Related Party Transaction [Line Items]
Payments for fees	$ 0	$ 0	$ 0	$ 43,700
Strategic Alliance Agreement [Member]
Related Party Transaction [Line Items]
Revenue	$ 0	$ 5,773	$ 7,100	$ 5,773
Private Placements [Member] | Dialog Semiconductor Plc [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues					1,739,691
Private Placements [Member] | Warrant Issued to Private Investors [Member] | Dialog Semiconductor Plc [Member]
Related Party Transaction [Line Items]
Class of warrant or right, number of securities called by warrants or rights					1,417,565

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Customer Concentrations - Additional Information (Detail) - Customer Concentration Risk [Member] - Customer	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Revenues [Member]
Concentration Risk [Line Items]
Number of customers	2	1	3	1
Concentration percentage	95.00%	97.00%	75.00%	97.00%
Accounts Receivable [Member]
Concentration Risk [Line Items]
Number of customers			2		3
Concentration percentage			95.00%		86.00%

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Subsequent Events - Additional Information (Detail)			3 Months Ended
	Aug. 09, 2019 Director shares	May 31, 2017 USD ($)	Oct. 31, 2019 USD ($)	Jul. 15, 2019	Jul. 01, 2019
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | RSU Rescission Agreements [Member]
Subsequent Event [Line Items]
Number of directors entered into agreements | Director	3
Number of shares rescinded and returned | shares	38,666
San Jose, California [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Operating lease, renewal term					3 years
San Jose, California [Member] | Scenario Forecast [Member]
Subsequent Event [Line Items]
Operating leases, rent expense			$ 52,970
San Jose, California [Member] | Maximum [Member] | Scenario Forecast [Member]
Subsequent Event [Line Items]
Maximum monthly lease payment			64,941
Costa Mesa, California [Member]
Subsequent Event [Line Items]
Operating leases, rent expense		$ 9,040
Costa Mesa, California [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Operating lease, renewal term				2 years
Costa Mesa, California [Member] | Scenario Forecast [Member]
Subsequent Event [Line Items]
Operating leases, rent expense			9,773
Costa Mesa, California [Member] | Maximum [Member] | Scenario Forecast [Member]
Subsequent Event [Line Items]
Maximum monthly lease payment			$ 10,200