Energous Corp

8-K · tm2617856d1_8k.htm iXBRL

0001575793

 2026-06-11
 2026-06-11

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  

  

  

 FORM 8-K

  

  

  

 CURRENT REPORT

 Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

  

 Date of Report (Date of earliest event reported):
 June 11, 2026

  

  

  

 ENERGOUS CORPORATION

 (Exact name of registrant as specified in its
charter)

  

  

  

 Delaware
  
 001-36379
  
 46-1318953

 (State or other jurisdiction

 of incorporation)

  

 (Commission

 File Number)

  

 (IRS Employer

 Identification No.)

  

 3590
North First Street , Suite
330

 San Jose , California 95134

 (Address, including zip code, of principal executive
offices)

  

 Registrant’s telephone number, including
area code: ( 408 ) 963-0200

  

  

  

 Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):

  

 ¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

 ¨ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)

 ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))

 ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))

  

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

  

 Title of each
 class registered

  

 Trading symbol(s)

  

 Name of each
 exchange on which registered

 Common Stock, par value $0.00001 per share
  
 WATT
  
 The Nasdaq Stock Market LLC

  

 Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 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. ¨

  

  

  

  

  

  

 Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

  

 On June 11, 2026, Energous Corporation d/b/a Energous Wireless
Power Solutions (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual
meeting online via live audio webcast, at which the Company’s stockholders approved an amendment and restatement of the Energous
Corporation Amended and Restated 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan was amended to increase the number
of authorized shares under the 2024 Plan by 300,000 shares. The amendment to the 2024 Plan became effective immediately upon stockholder
approval at the Annual Meeting.

  

 A summary of the material terms of the 2024 Plan is set forth in the
Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29,
2026 (the “Proxy Statement”). The summaries of the 2024 Plan set forth above and in the Proxy Statement are qualified in their
entirety by reference to the full text of the 2024 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated herein by reference.

  

 Item 5.07. Submission of Matters to a Vote of Security Holders.

  

 The Annual Meeting was held on June 11, 2026, as a virtual meeting
online via live audio webcast. At the Annual Meeting, there were 3,029,147 votes represented either in person or by proxy, or 55.06% of
the votes entitled to be cast at the Annual Meeting, which represented a quorum. The Company’s stockholders voted on, and approved,
the following proposals at the Annual Meeting:

  

 Proposal 1 .  Election
of four directors to the Board of Directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors
are elected and qualified.

  

 Nominee  
 Votes For  
 Votes Withheld  
 Broker Non-Votes

 David Roberson  
 1,004,683  
 188,310  
 1,836,154

 Mallorie Burak  
 1,004,109  
 188,884  
 1,836,154

 J. Michael Dodson  
 1,004,537  
 188,456  
 1,836,154

 Rahul Patel  
 1,003,859  
 189,134  
 1,836,154

  

 Proposal 2 .  Ratification
of the appointment of BPM LLP as the Company’s independent registered public accounting firm for the year ending December 31,
2026.

  

 Votes For  
 Votes Against  
 Abstentions  
 Broker Non-Votes

 2,832,289  
 3,002  
 193,856  
 —

  

 Proposal 3 .  Approval
of the Energous Corporation Amended and Restated 2024 Equity Incentive Plan.

  

 Votes For  
 Votes Against  
 Abstentions  
 Broker Non-Votes

 896,053  
 99,667  
 197,273  
 1,836,154

  

 Item 9.01. Financial Statements and Exhibits.

  

 (d) Exhibits.

  

 Exhibit No.
  
 Description

 10.1
  
 Energous Corporation Amended and Restated 2024 Equity Incentive Plan.

 104
  
 Cover Page Interactive Data File (embedded as Inline XBRL document)

  

  

  

  

 SIGNATURES

  

 Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  
 ENERGOUS CORPORATION

  
  
  

 Date: June 12, 2026
 By:
 /s/ Mallorie Burak

  
 Name:
 Mallorie Burak

  
 Title:
 Chief Executive Officer and Chief Financial Officer