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 | |