Energous Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including
area code: (
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 | ||
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 1.01. | Entry into a Material Definitive Agreement. |
As previously reported, on October 1, 2024, Energous Corporation d/b/a Energous Wireless Power Solutions (the “Company”) entered into a subordinated business loan agreement (the “Original Loan Agreement”) with Agile Capital Funding, LLC and Agile Lending, LLC (collectively, the “Lender”), which provided for an initial term loan of $525,000.
On November 6, 2024, the Company entered into a subordinated business loan agreement (the “Amended Loan Agreement”) with the Lender amending the Original Loan Agreement, which increases the term loan to an aggregate of $997,000, with the ability to receive additional term loans, upon request of the Company, of up to $1.6 million on the same terms, subject to certain conditions and adjustment of the amortization payment schedule (such loans, the “Amended Term Loan”). The Amended Loan Agreement replaces the Original Loan Agreement.
Principal and interest of the Amended Term Loan in the aggregate amount of approximately $1.4 million shall be repaid in weekly payments of approximately $39,000 commencing November 14, 2024, and shall be repaid on or before the maturity date of July 17, 2025 (the “Maturity Date”). The Amended Term Loan may be prepaid prior to the Maturity Date, subject to a make-whole premium payment up to the aggregate amount of interest remaining to be paid through the Maturity Date, subject to a lesser make-whole premium payment if prepayment occurs prior to sixty calendar days after funding. The Term Loan is expressly subordinated to the Company’s obligations on certain senior indebtedness of the Company as provided in the Amended Loan Agreement. Effective only upon the occurrence and continuance of an event of default under the Amended Loan Agreement, the Company would grant the Lender a security interest in certain collateral of the Company as set forth in the Amended Loan Agreement.
The Amended Loan Agreement contains customary affirmative and negative covenants, representations and warranties, events of default and other provisions. In addition to the fixed per annum rate that is otherwise applicable under the Loan Agreement, an additional default interest rate of 5% per annum will become effective upon the occurrence and during the continuance of an event of default under the Loan Agreement.
The foregoing description of the Amended Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Loan Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1# | Subordinated Business Loan Agreement, executed November 6, 2024, by and between Energous Corporation, Agile Capital Funding, LLC, and Agile Lending, LLC. | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document) |
# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
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: November 8, 2024 | By: | /s/ Mallorie Burak |
| Name: | Mallorie Burak | |
| Title: | Interim Principal Executive Officer and Chief Financial Officer | |