| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 24, 2023, Energous Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell an aggregate of (i) 8,250,000 shares (the “Shares”) of common stock of the Company, $0.00001 par value per share (“Common Stock”), and (ii) warrants, which will accompany the Common Stock, to purchase up to 8,250,000 shares of Common Stock (the “Common Warrants” and, together with the Common Stock, the “Securities”), to the Underwriter (the “Offering”) at the public offering price of $0.40 per Share and Common Warrant, less underwriting discounts and commissions.
The Common Warrants are exercisable for six years from the closing date of the Offering and have an exercise price of $0.40 per share of Common Stock. The Warrants are exercisable immediately upon purchase. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-261087) that was filed by the Company with the Securities and Exchange Commission (“SEC”) on November 15, 2021 and declared effective by the SEC on December 16, 2021, and a related prospectus supplement.
The Company estimates that the net proceeds from the Offering will be approximately $2.7 million, after deducting underwriting discounts and commissions and estimated Offering expenses. The Company intends to use the net proceeds from the Offering for general corporate purposes. The Company expects the Offering to close on March 28, 2023, subject to customary closing conditions.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. The form of Common Warrant is filed as Exhibit 4.1 to this Current Report on Form 8-K and the foregoing description of the terms of the Common Warrants is qualified in its entirety by reference to such exhibit. A copy of the opinion of Fenwick & West LLP, relating to the validity of the Securities in connection with the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On March 24, 2023, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Securities Act, the Securities Exchange Act of 1934, as amended, and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. Forward-looking statements may describe our future plans and expectations and are based on the current beliefs, expectations and assumptions of Energous. These statements generally use terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or similar terms. Examples of forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements about the expected net proceeds of the Offering and the anticipated use of proceeds of the Offering. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements, including, among others, those described in our most recent Annual Report on
