SecProbe.io

CORRESP
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 December 17, 2025

 VIA EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Re: Energous Corporation
Registration Statement on Form S-3

 Filed October 8, 2025

 File No. 333-290783

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Energous Corporation (the "Company") hereby requests that the effective date of the
above-captioned Registration Statement on Form S-3 (the "Registration Statement") be accelerated so that it becomes effective
at 4:00 p.m., Eastern Time, on Friday, December 19, 2025, or as soon thereafter as practicable.

 Please call Ned Prusse of
Perkins Coie LLP, counsel to the Company, at (303) 291-2374 as soon as the Registration Statement has been declared effective.

 Respectfully submitted,

 By:
 /s/ Mallorie Burak

 Mallorie Burak

 Chief Executive Officer and Chief Financial Officer

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February 10, 2025

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    Energous Corporation

    Registration Statement
    on Form S-3

    Filed December 13, 2024

    File No. 333-283819

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Energous Corporation (the “Company”) hereby requests that the
effective date of the above-captioned Registration Statement on Form S-3 (the “Registration Statement”), as amended by
Pre-Effective Amendment No. 1 to the Registration Statement filed on January 31, 2025, be accelerated so that it becomes effective
at 4:00 p.m., Eastern Time, on Wednesday, February 12, 2025, or as soon thereafter as practicable.

Please call Ned Prusse of
Perkins Coie LLP, counsel to the Company, at (303) 291-2374 as soon as the Registration Statement has been declared effective.

    Respectfully submitted,

    By:
    /s/
    Mallorie Burak

    Mallorie Burak

    Chief Executive Officer and Chief
    Financial Officer

December 19, 2024
Mallorie Burak
Chief Executive Officer
Energous Corp
3590 North First Street, Suite 210
San Jose, California 95134
Re:Energous Corp
Registration Statement on Form S-3
Filed December 13, 2024
File No. 333-283819
Dear Mallorie Burak:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Office of Manufacturing

Division of
Corporation Finance

Securities and Exchange Commission

Washington DC 20549

November 20, 2024

    Re:
    Energous Corporation

    Offering Statement on Form 1-A

    File No. 024-12518

Ladies and Gentlemen:

On behalf of Energous Corporation, I hereby request
qualification of the above-referenced offering statement at 4:00 p.m., Eastern Time, on November 22, 2024, or as soon thereafter as is
practicable.

    Sincerely,

    /s/
    Mallorie Burak

    Mallorie
    Burak, Chief Executive Officer

October 17, 2024
Mallorie Burak
Chief Financial Officer and Interim Principal Executive Officer
Energous Corporation
3590 North First Street, Suite 210
San Jose, CA 95134
Re:Energous Corporation
Offering Statement on Form 1-A
Filed October 11, 2024
File No. 024-12518
Dear Mallorie Burak:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff. We also remind you that, following qualification of your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports, including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Jeanne Campanelli

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CORRESP

 ENERGOUS CORPORATION

3590 North First Street, Suite 210

 San Jose, CA 95134

December 14, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:

Erin Donahue

Re:

Energous Corporation Registration Statement on Form S-3 (File No. 333-261087) filed November 15, 2021.

 Requested Date: December 16, 2021

Requested Time: 4:00 PM Eastern Time

 Ladies and Gentlemen:

Energous Corporation (the “Registrant”) hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter
as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.

 The
Registrant hereby authorizes Mark A. Leahy or Amanda L. Rose, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Leahy at (650)-335-7682 or, in his absence, to Ms. Rose at (206) 389-4553.

* * *

Sincerely,

ENERGOUS CORPORATION

 By:

 /s/ William Mannina

William Mannina

Acting Chief Financial Officer

cc:
 Cesar Johnston, Chief Executive Officer

Energous Corporation

 Mark
A. Leahy, Esq.

 Amanda L. Rose, Esq.

Fenwick & West LLP

United States securities and exchange commission logo
November 22, 2021
Cesar Johnston
Acting Chief Executive Officer
Energous Corp
3590 North First Street, Suite 210
San Jose, California 95134
Re:Energous Corp
Form S-3
Filed November 15, 2021
File No. 333-261087
Dear Mr. Johnston:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6001 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
September 23, 2020
Stephen R. Rizzone
Chief Executive Officer
Energous Corporation
3590 North First Street, Suite 210
San Jose, California 95134
Re:Energous Corporation
Registration Statement on Form S-3
Filed September 15, 2020
File No. 333-248832
Dear Mr. Rizzone:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mark A. Leahy, Esq.

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CORRESP

 ENERGOUS CORPORATION

3590 North First Street, Suite 210

 San Jose, CA 95134

September 23, 2020

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:
 Tom Jones

Re:
 Energous Corporation Registration Statement on Form S-3 (File No. 333-248832) filed September 15, 2020.

 Requested Date:
September 24, 2020

 Requested Time: 4:00 PM Eastern Time

Ladies and Gentlemen:

 Energous Corporation
(the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3
effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.

The Registrant hereby authorizes Mark A. Leahy, Amanda Rose or Nicolas H.R. Dumont, all of whom are attorneys with the Registrant’s
outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

 The Registrant requests
that it be notified of such effectiveness by a telephone call to Mr. Dumont at (212) 430-2679, or, in his absence, to Mrs. Rose at (206) 389-4553 or
Mr. Leahy at (650) 335-7682.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 Sincerely,

ENERGOUS CORPORATION

By:

/s/ Brian Sereda

Brian Sereda

Chief Financial Officer

cc:
 Stephen Rizzone, Chief Executive Officer

 Energous Corporation

 Mark A. Leahy, Esq.

 Amanda Rose, Esq.

 Nicolas H.R. Dumont, Esq.

 Fenwick & West LLP

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CORRESP

 ENERGOUS CORP.

3590 North First Street, Suite 210

 San Jose, CA 95134

August 15, 2018

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:
 Joshua Shainess

Re:
 Energous Corp. Registration Statement on Form S-3 (File No. 333-226739) filed August 9, 2018.

 Requested Date: August 17, 2018

 Requested Time: 12:00 PM Eastern Time

Ladies and Gentlemen:

 Energous Corp. (the
“Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective
at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.

The Registrant hereby authorizes Horace Nash or Caroline Wells, both of whom are attorneys with the Registrant’s outside legal counsel,
Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

 The Registrant requests that it be notified of
such effectiveness by a telephone call to Mr. Nash at (650) 335-7934 or, in his absence, to Ms. Wells at (650) 335-7226.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Sincerely,

ENERGOUS CORP.

By:

/s/ Brian Sereda

 Brian Sereda

 Chief Financial
Officer

cc:
 Stephen Rizzone, Chief Executive Officer

 Energous Corp.

 Horace Nash, Esq.

 Caroline Wells, Esq.

 Fenwick & West LLP

August 14, 2018
Stephen R. Rizzone
Chief Executive Officer
Energous Corp.
3590 North First Street, Suite 210
San Jose, CA 95134
Re:Energous Corp.
Registration Statement on Form S-3
Filed August 9, 2018
File No. 333-226739
Dear Mr. Rizzone:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

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MDB Capital Group, LLC

401 Wilshire Boulevard, Suite 1020

Santa Monica, CA 90401

March 24, 2014

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Energous Corporation

    Registration Statement on Form S-1

    File No. 333-193522

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-1 of
Energous Corporation (the “Company”), the undersigned hereby joins the request of the Company that the effectiveness
of said Registration Statement be accelerated to 3:30 p.m. Eastern time on March 27, 2014, or as soon thereafter as practicable.

Very truly yours,

MDB
Capital Group, LLC

By: /s/ Gary Schuman

Gary Schuman

CFO & CCO

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MDB Capital Group, LLC

401 Wilshire Boulevard, Suite 1020

Santa Monica, CA 90401

March 24, 2014

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Energous Corporation

    Registration Statement on Form S-1

    File No. 333-193522

Ladies and Gentlemen:

In accordance with the provisions of Rule 460 under the Securities
Act of 1933, MDB Capital Group, LLC, as underwriter of the proposed public offering of shares of Common Stock of Energous Corporation,
distributed copies of the Preliminary Prospectus dated March 21, 2014 as follows:

 (1) 150 copies to institutions;

 (2) 50 copies to FINRA members; and

 (3) 250 copies to individual investors.

We have been informed by participating dealers that, in accordance
with Rule 15c2-8 under the Securities Exchange Act of 1934, copies of the Preliminary Prospectus dated March 21, 2014 are being
distributed to all persons to whom it is expected confirmations of a sale will be sent; and we likewise so distributed copies to
all customers of ours.

We have adequate capital to underwrite a
“firm commitment.”

Very truly yours,

MDB
Capital Group, LLC

By: /s/ Gary Schuman

Gary Schuman

CFO & CCO

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Energous Corporation

303 Ray Street

Pleasanton, CA 94566

March 25, 2014

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ajay Koduri

 Re: Energous Corporation

Registration Statement on Form S-1

File No. 333-193522

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, registrant Energous Corporation (the “Company”) hereby respectfully requests that the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”) be declared effective at 3:30 p.m., Eastern Time,
on Thursday, March 27, 2014, or as soon thereafter as is practicable.

In connection with the foregoing request, the Company acknowledges
that (i) 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; (ii) 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 (iii) 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.

Sincerely,

/s/ Thomas Iwanski

Thomas Iwanski
 Chief Financial Officer

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

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

January 10, 2014

Via E -mail
Stephen R. Rizzone
Chief Executive Officer
DvineWave Inc.
303 Ray Street
Pleasanton, CA, 94566

Re: DvineWave Inc .
Draft Registration Statement on Form S -1
Submitted December 17, 2013
  CIK No. 0001575793

Dear Mr. Rizzone :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  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 the information you provide in re sponse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please furnish a statement as to whether the amount of compensation to be allowed or
paid to the underwrite rs has been cleared with FINRA.  Prior to the effectiveness of this
registration statement, please provide us with a copy of the letter informing you that
FINRA has no objections.

2. Please supplementally provide us with copies of all written communication s, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential  investors in reliance on Section 5(d) of the Securities Act,
whether they retain copies of the communications.   Similarly, plea se supplementally
provide us with any research reports about you that are published or distributed in
reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of

Stephen R. Rizzone
DvineWave Inc.
January 10, 2014
Page 2

 the Jumpstart Our Business Startups Act by any broker or dealer tha t is participating or
will participate in your offering.

3. Please provide us with copies of your artwork prior to circulating preliminary
prospectuses.  Since we may have comments that could result in material revisions to
your artwork, we suggest that yo u provide us with enough time to finish commenting on
your artwork prior to circulating preliminary prospectuses.  See Item VIII of the March
31, 2001 quarterly update to the Division of Corporation Finance’s “Current Issues and
Rulemaking Projects Outline .”

4. Please update your executive compensation disclosure for fiscal year ended December
31, 2013.

5. We note your disclosure that you  will apply for listing of your common stock on the
Nasdaq Capital Market  and that you expect listing to be approved upon consummation of
this offering.  However, you also indicate that if y our application to the Nasdaq Ca pital
Market is not approved, you  will not complete the offering .  With a view towards revised
disclosure, please clarify the chronology for your applicatio n for listing, approval of
listing, effectiveness of the registration statement and closing of the offering.

Prospectus Summary, page 1

6. We note your discussion in the third paragraph on page 1 regarding your working
prototype that transmits energy from a transmitter to receiver circuits and circuit boards.
You also discuss a receiver chip that you expect to develop.  Please disclose the
differences between receiver circuits and chips and the steps necessary to go from circuits
to chips. Further, on page  23 of the Business section consider including a picture of the
receiver circuits.

Risk Factors, page 8

Laboratory conditions differ from commercial manufacturing…, page 11

7. Please tell us why you are unable to test line -of-sight obstructions in laboratory
experiments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
30

Plan of Operations, page 30

8. Disclose management’s expectation as to when your technology will be commercially
viable.

Stephen R. Rizzone
DvineWave Inc.
January 10, 2014
Page 3

 Trends, Events and Uncertainties, page 34

9. We note your statement that “[i]f the net proceeds from this offering are insufficient for”
developing your technology.   However immediately before that statement, you state that
management does not expect the net proceeds to b e sufficient.  Therefore, you should
indicate the steps management is prepared to take to fund the shortfall.

Cash Equivalents, page F -7

10. In light of the significance of your cash balance, please provide additional information
about the nature and compos ition of the cash portfolio, including a description of the
securities held and any related market risk or other risk exposure.  If applicable, please
include a description of the valuation technique used for each class of securities pursuant
to ASC 820 -10-35 and disclose whether there is any limit or restriction on the Company’s
ability to use or access the cash and cash equivalents.

General

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11 , 2012 announcement on the SEC website at
http://www.sec .gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please p roperly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

Stephen R. Rizzone
DvineWave Inc.
January 10, 2014
Page 4

You may c ontact 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 questio ns.

Sincerely,

 /s/ Carlos Pacho for

 Larry Spirgel
Assistant Director

cc: Via E -mail
 Mark R. Busch
K&L Gates LLP