As filed with the Securities and Exchange Commission on August 9, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Energous Corp.
(Exact
name of registrant as specified in its charter)
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Delaware
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46-1318953
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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3590 North First Street, Suite 210
San Jose, California 95134
(408)
963-0200
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Stephen R. Rizzone
Chief
Executive Officer
3590 North First Street, Suite 210
San Jose, California 95134
(408)
963-0200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Horace Nash
Caroline Wells
Fenwick & West LLP
801 California Street
Mountain View, California 94041
(650)
988-8500
Approximate date of
commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being
registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: ☒
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company or emerging growth company. See definitions of large accelerated filer,
accelerated filer, smaller reporting company and emerging growth company in Rule
12b-2
of the Securities Exchange Act of 1934. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to be Registered(1)
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Amount
to be
Registered(1)(2)
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Proposed
Maximum
Offering
Price
Per Security(3)
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Proposed
Maximum
Aggregate
Offering Price(3)
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Amount of
Registration Fee(4)
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Common stock, $0.00001 par value per share
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Preferred stock, $0.00001 par value per share
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Debt securities
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Warrants
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Total
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$75,000,000
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$9,337.50(5)
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(1)
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There is being registered hereunder an indeterminate number of shares of (a) common stock,
(b) preferred stock, (c) debt securities and (d) warrants to purchase common stock, preferred stock or debt securities of the Registrant, as may be sold from time to time by the Registrant. There are also being registered hereunder an
indeterminate number of shares of common stock, preferred stock and debt securities as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. In no event will the aggregate offering price of all
types of securities issued by the Registrant pursuant to this registration statement exceed $75,000,000.
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.
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(3)
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The proposed maximum offering price per share and proposed maximum aggregate offering price for each type of
security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder.
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(4)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
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(5)
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The total registration fee is $9,337.50. Pursuant to Rule 457(p) under the Securities Act, the Registrant has
offset $1,780.28, which is the dollar amount of the filing fee previously paid by the registrant with respect to $14,299,436.00 unsold securities under Registration Statement on Form
S-3
(File
No. 333-203622)
filed on April 24, 2015, against the amount of the registration filing fee for this Registration Statement on Form
S-3.
Therefore, $7,557.22 is being
paid with this filing.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS
THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.