SEC Comment Letter for Energous Corp (WATT) (CIK 0001575793) (WATT) — Jan 28, 2014
Energous Corp (WATT) (CIK 0001575793)
Date: Jan. 28, 2014 · CIK: 0001575793 · Accession: 0000000000-14-004404
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-193522
Letter
January 28, 2014 Via E -mail Stephen R. Rizzone Chief Executive Officer Energous Corporation 303 Ray Street Pleasanton, CA, 94566
Re: Energous Corporation Registration Statement on Form S-1 Filed January 24, 2014 File No. 333-193522
Dear Mr. Rizzone :
We have reviewed your registration statement and have the following comment . Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments appl ies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide, we may have additional comments.
Executive Compensation, page 42
1. We note from page 44 that Mr. Leabman was granted a ten year option to purchase 57,644 shares of common stock that vest beginning October 1, 2013. Please revise your Summary Compensation and Outstanding Equity Awards tables to include this compensation for 2013.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the fil ing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are respons ible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that:
Stephen R. Rizzone Energous Corporation January 28, 2014 Page 2
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the dec laration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1 934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You ma y contact Christie Wong, Staff Accountant, at 202-551-3684 or Robert Littlepage, Accounting Branch Chief, at 202 -551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Ajay Koduri, Staff Attorney, at 202-551- 3310 or me at 202 -551-3810 with any other questions.
Sincerely,
/s/ Larry Spirgel
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January 28, 2014 Via E -mail Stephen R. Rizzone Chief Executive Officer Energous Corporation 303 Ray Street Pleasanton, CA, 94566 Re: Energous Corporation Registration Statement on Form S-1 Filed January 24, 2014 File No. 333-193522 Dear Mr. Rizzone : We have reviewed your registration statement and have the following comment . Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments appl ies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide, we may have additional comments. Executive Compensation, page 42 1. We note from page 44 that Mr. Leabman was granted a ten year option to purchase 57,644 shares of common stock that vest beginning October 1, 2013. Please revise your Summary Compensation and Outstanding Equity Awards tables to include this compensation for 2013. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the fil ing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are respons ible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that: Stephen R. Rizzone Energous Corporation January 28, 2014 Page 2 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the dec laration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1 934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You ma y contact Christie Wong, Staff Accountant, at 202-551-3684 or Robert Littlepage, Accounting Branch Chief, at 202 -551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Ajay Koduri, Staff Attorney, at 202-551- 3310 or me at 202 -551-3810 with any other questions. Sincerely, /s/ Larry Spirgel Larry Spirgel Assistant Director cc: Via E -mail Mark R. Busch K&L Gates LLP