ENERGOUS CORPORATION (NASDAQ:WATT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On February27, 2019, Energous Corporation (the Company) entered into a Securities Purchase Agreement (the Securities Purchase Agreement) with certain investors to which the Company agreed to sell a total of 3,333,333 shares of the Companys common stock, par value $0.0001 per share, at a price per share of $7.50. Additionally, for each share of common stock purchased by an investor, such investor will receive from the Company a registered warrant to purchase one-half of a share of common stock. The warrants have an exercise price of $10.00 per share, will be exercisable immediately and will expire five years from the initial exercise date. The transaction to be effected to the Securities Purchase Agreement is referred to herein as the Offering.
The Offering is expected to close on or about March1, 2019, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company after deducting placement agent fees are expected to be approximately $23.3million, prior to deducting estimated Offering expenses payable by the Company. The Offering is being made to the Companys existing shelf registration statement on Form S-3 (File No.333-226739), which was filed with the Securities and Exchange Commission (the Commission) on August9, 2018 and declared effective by the Commission on August17, 2018.
The representations, warranties and covenants contained in the Securities Purchase Agreement were made solely for the benefit of the parties to the Securities Purchase Agreement. In addition, such representations, warranties and covenants (i)are intended as a way of allocating the risk between the parties to the Securities Purchase Agreement and not as statements of fact, and (ii)may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Securities Purchase Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Securities Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Roth Capital Partners, LLC acted as the placement agent for the Offering to a Placement Agency Agreement, dated February27, 2019 (the Placement Agency Agreement). Under the Placement Agency Agreement, Roth agreed to use commercially reasonable best efforts to arrange for the sale of the securities.
The foregoing descriptions of the Placement Agency Agreement and the Securities Purchase Agreement do not purport to be complete and are qualified in its entirety by reference to the full text of the Placement Agency Agreement and the form of the Securities Purchase Agreement, which are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 1.01. Other Events.
On February27, 2019, the Company issued a press release, announcing the pricing of the Offering. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 1.01. Financial Statements and Exhibits.
(d) Exhibits.
| Press Release dated February27, 2019 |
Energous Corp Exhibit
EX-1.1 2 d714750dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 PLACEMENT AGENCY AGREEMENT February 27,…
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About ENERGOUS CORPORATION (NASDAQ:WATT)
Energous Corporation is engaged in developing a technology called WattUp that consists of semiconductor chipsets, software, hardware designs and antennas that can enable radio frequency (RF)-based wire-free charging for electronic devices, providing power at a distance and enabling charging with mobility under software control. The Company’s business model is to supply silicon components with reference designs and license its WattUp technology to device and chip manufacturers, wireless service providers and other commercial partners to make wire-free charging an option for end users. Its technology can be utilized in a range of devices, including wearables, Internet of Things (IoT) devices, smartphones, tablets, e-book readers, keyboards, mice, remote controls, rechargeable lights, cylindrical batteries and any other device with similar charging requirements that would otherwise need a battery or a connection to a power outlet.