Note 11 – Stock-Based Compensation

Equity Incentive Plans

2017 Equity Inducement Plan

On December 28, 2017, the Board approved the 2017 Equity Inducement Plan. Under the 2017 Equity Inducement Plan, the Board reserved 30,000 shares for the grant of RSUs. These grants will be administered by the Board or a committee of the Board. Under the 2017 Equity Inducement Plan, awards could be granted to individuals who (a) were being hired as an employee by the Company or any subsidiary and such award is a material inducement to such person being hired; (b) were being rehired as an employee following a bona fide period of interruption of employment with the Company or any subsidiary; or (c) would become an employee of the Company or any subsidiary in connection with a merger or acquisition.

On July 20, 2022, the Board increased the number of shares of common stock reserved and available for issuance under the 2017 Equity Inducement Plan by 100,000 shares. On March 28, 2024, the Board increased the number of shares of common stock reserved and available for issuance under the 2017 Equity Inducement Plan by 121,510 shares. As of March 31, 2025, there are 46,784 RSUs granted and outstanding under the 2017 Equity Inducement Plan. No new equity award grants are to be issued from the 2017 Equity Inducement Plan.

2024 Equity Incentive Plan

On June 12, 2024, the Energous Corporation 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”) was approved by stockholders for the issuance of equity incentive awards to eligible participants, which replaced the following equity plans of the Company: (i) the 2013 Equity Incentive Plan, (ii) 2014 Non-Employee Equity Compensation Plan, (iii) the Performance Share Unit Plan and (iv) the 2017 Equity Inducement Plan (collectively, the “Prior Equity Plans”). All existing outstanding awards remain outstanding under the Prior Equity Plans, and an additional 456,000 shares of common stock were approved for issuance under the 2024 Equity Incentive Plan.

As of March 31, 2025, there are 392,632 RSUs granted and outstanding under the 2024 Equity Incentive Plan. As of March 31, 2025, 320,069 shares of common stock remain available for issuance under the 2024 Equity Incentive Plan.

Employee Stock Purchase Plan

In April 2015, the Board approved the Energous Corporation Employee Stock Purchase Plan (“ESPP”), under which 30,000 shares of common stock were reserved for purchase by the Company’s employees, subject to the approval by the Company’s stockholders. On May 21, 2015, the Company’s stockholders approved the ESPP. On June 12, 2024, the Company’s stockholders approved the amendment and restatement of the ESPP to increase the number of shares reserved for issuance under the ESPP by 6,200 shares. Under the ESPP, employees designated an amount not less than 1% but not more than 10% of their annual compensation for the purchase of Company shares. No more than 375 shares were purchased by an employee under the ESPP during an offering period. Excess contributions during an offering period were refunded to the employees. An offering period was six months in duration commencing on or about January 1 and July 1 of each year. The exercise price of options purchased under the ESPP was the lesser of 85% of the fair market value 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.

The Company terminated the ESPP on January 21, 2025. The final shares purchased under the ESPP were deemed delivered on December 31, 2024.

Stock Option Activity

In February 2022, the Board granted the Company’s former Chief Executive Officer 15,000 stock options at an exercise price of $25.40 per share with half of the options vesting on the second anniversary of the vesting start date and a quarter of the options vesting on each of the two following anniversaries. Under the former Chief Executive Officer’s Severance Agreement, unvested awards vesting within 18 months of termination were accelerated and became vested on March 26, 2024. Consequently, 3,750 options became vested and another 3,750 options were forfeited. This resulted in stock-based compensation expense of approximately $53,000 during the three months ended March 31, 2024. As of March 31, 2025, all stock options granted to the former Chief Executive Officer were forfeited.

Note 11 – Stock-Based Compensation, continued

No stock options were granted during the three months ended March 31, 2025 and 2024. There was no stock option activity during the three months ended March 31, 2025. As of March 31, 2025, there were no stock options outstanding, and the unamortized fair value of stock options was $0.

Restricted Stock Units (“RSUs”)

During the three months ended March 31, 2025, the Compensation Committee granted directors an aggregate of 4,750 RSUs for service on the Board. These RSU awards vest on the one-year anniversary of the grant date.

During the three months ended March 31, 2025, the Board granted employees an aggregate of 63,000 RSUs, which vest over four years.

As of March 31, 2025, the unamortized fair value of the RSUs was $0.5 million. The unamortized amount will be expensed over a weighted average period of 2.6 years. A summary of the activity related to RSUs for the three months ended March 31, 2025 is presented below:

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Employee Stock Purchase Plan

On January 21, 2025, the Company terminated its ESPP. No transactions were recorded under the ESPP during 2025. During the year ended December 31, 2024, there were two offering periods. The first offering period began on January 1, 2024 and concluded on June 30, 2024. The second offering period began on July 1, 2024 and concluded on December 31, 2024.

The weighted average grant-date fair value of the purchase option for each designated share purchased under the ESPP was approximately $0 per share and $0.85 per share for the three months ended March 31, 2025 and 2024, 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 ESPP of approximately $0 and $19,000 for the three months ended March 31, 2025 and 2024, respectively.

The Company estimated the fair value of ESPP purchase options granted during the three months ended March 31, 2024 using the Black-Scholes option pricing model. The fair values of ESPP purchase options granted were estimated using the following assumptions:

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Note 11 – Stock-Based Compensation, continued

Stock-Based Compensation Expense

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

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