Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, OF
ENERGOUS CORPORATION
Energous
Corporation, a corporation organized and existing under the General Corporation Law (the “DGCL”) of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:
FIRST: The name of the corporation is Energous Corporation. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State
of Delaware on October 30, 2012, under the name “DvineWave Inc.”.
SECOND: The terms and provisions of this Certificate of Amendment have
been duly adopted in accordance with Section 242 of the DGCL. The following two paragraphs are hereby added to precede the first paragraph of Article IV of the Second Amended and Restated Certificate of Incorporation of the Corporation, as
amended as of the date hereof (the “Certificate”):
“Contingent and effective as of 12:01 AM Eastern time on
August 16, 2023 (the “Effective Time”), each twenty (20) shares of the Corporation’s Common Stock, par value $0.00001 per share (the “Common Stock”), issued and outstanding prior to the
Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $0.00001 per share, of the Corporation (the “Reverse
Split”). No fractional share shall be issued in connection with the foregoing combination of the shares pursuant to the Reverse Split. The Corporation will pay in each case the fair value of such fractional shares, without interest and
as determined in good faith by the Board of Directors of the Corporation when those entitled to receive such fractional shares are determined.
The Reverse Split shall occur automatically without any further action by the holders of Common Stock, and whether or not the certificates
representing such shares have been surrendered to the Corporation; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable as a result of the Reverse Split unless the
existing certificates evidencing the applicable shares of stock prior to the Reverse Split are either delivered to the Corporation, or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed, and executes an
agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.”
THIRD:
This Certificate of Amendment so adopted (i) shall be effective as of 12:01 AM Eastern time on August 16, 2023, (ii) reads in full as set forth above and (iii) is hereby incorporated into the Certificate by this reference. All other
provisions of the Certificate remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed
by its duly authorized officer as of this 15th day of August, 2023.
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| ENERGOUS CORPORATION |
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| By: |
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/s/ Cesar Johnston |
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Cesar Johnston |
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President and Chief Executive Officer |