SEC Comment Letter for Energous Corp (WATT) (CIK 0001575793) (WATT) — Mar 19, 2014
Energous Corp (WATT) (CIK 0001575793)
Date: March 19, 2014 · CIK: 0001575793 · Accession: 0000000000-14-013753
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-193522
Letter
March 19, 2014 Via E -mail Mr. Stephen R. Rizzone Chief Executive Officer Energous Corporation 303 Ray Street Pleasanton, CA 94566
Re: Energous Corporation Amendment No. 1 to Registration Statement on Form S -1 Filed March 13, 2014 File No. 333-193522
Dear Mr. Rizzone :
We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and provi ding the requested information. If you do not believe our comments apply 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 filing and the information you provide in response to these comments, we may have additional comments.
Capitalization, page 58
1. Please present in the column following the actual information, pro forma information giving effect to the reverse stock split, the sale of 210,526 sha res of stock, and the conversion of the senior secured convertible promissory notes. In a separate column following the pro forma information, provide pro forma as adjusted information to give effect to the offering.
Dilution, page 59
2. Revise your calcu lations of pro forma net tangible book value and pro forma net tangible book value per share to also give effect to the sale of 210,526 shares of stock and the conversion of the senior unsecured convertible promissory notes.
Mr. Stephen R. Rizzone Energous Corporation March 19, 2014 Page 2
Financial Statements
Statem ents of Operations, page F -3
3. Please provide on the face of your income statement, pro forma earnings per share data for all periods to give effect to the reverse stock split.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 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 responsible 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 registration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commissi on 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 acc uracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration 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 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to revi ew any amendment prior to the requested effective date of the registration statement.
Mr. Stephen R. Rizzone Energous Corporation March 19, 2014 Page 3
You may contact Christie Wong, Staff Accountant, at 202 -551-3684 or Robert S. 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/ Robert S. Littlepage, for
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March 19, 2014 Via E -mail Mr. Stephen R. Rizzone Chief Executive Officer Energous Corporation 303 Ray Street Pleasanton, CA 94566 Re: Energous Corporation Amendment No. 1 to Registration Statement on Form S -1 Filed March 13, 2014 File No. 333-193522 Dear Mr. Rizzone : We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and provi ding the requested information. If you do not believe our comments apply 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 filing and the information you provide in response to these comments, we may have additional comments. Capitalization, page 58 1. Please present in the column following the actual information, pro forma information giving effect to the reverse stock split, the sale of 210,526 sha res of stock, and the conversion of the senior secured convertible promissory notes. In a separate column following the pro forma information, provide pro forma as adjusted information to give effect to the offering. Dilution, page 59 2. Revise your calcu lations of pro forma net tangible book value and pro forma net tangible book value per share to also give effect to the sale of 210,526 shares of stock and the conversion of the senior unsecured convertible promissory notes. Mr. Stephen R. Rizzone Energous Corporation March 19, 2014 Page 2 Financial Statements Statem ents of Operations, page F -3 3. Please provide on the face of your income statement, pro forma earnings per share data for all periods to give effect to the reverse stock split. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 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 responsible 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 registration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commissi on 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 acc uracy of the disclosure in the filing; and the company may not assert staff comments and the declaration 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 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to revi ew any amendment prior to the requested effective date of the registration statement. Mr. Stephen R. Rizzone Energous Corporation March 19, 2014 Page 3 You may contact Christie Wong, Staff Accountant, at 202 -551-3684 or Robert S. 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/ Robert S. Littlepage, for Larry Spir gel Assistant Director cc: Via E -mail Mark R. Busch K&L Gates LLP