Page 13 of 16 – SEC Filing
| CUSIP No. 29272C103 | 13D |
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Item 1. Security and Issuer.
This Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (this Amendment No. 1) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on August 19, 2016 (the Schedule 13D), with respect to shares of common stock (the Shares) of Energous Corporation, a Delaware corporation (the Issuer). Except as amended and supplemented by this Amendment No. 1, the Schedule 13D remains unchanged.
Item 2. Identity and Background.
Ascend Partners Fund I, Ltd. and Ascend Legend Fund, Ltd. are reporting that they are no longer deemed to have beneficial ownership of any shares.
Item 4. Purpose of Transaction.
On August 9, 2016, Ascend Legend Master Fund, Ltd. and certain other Reporting Persons (the Investors) entered into a Securities Purchase Agreement, as amended on August 12, 2016 by Amendment No. 1 to Securities Purchase Agreement, with the Issuer (the Purchase Agreement) pursuant to which Ascend Legend Master Fund, Ltd. purchased 1,618,123 Shares at a price of $12.23 per Share and certain of the other Investors purchased certain warrants that are not currently reportable (the Warrants).(1) The purpose of the transaction was to acquire additional securities of the Issuer for investment purposes.
The Purchase Agreement also provides that, for a period of five years after the closing date (the Voting Period): (i) the Investors and their affiliates agree to vote all of their Shares in the manner recommended by the Issuers board of directors (the Board), subject to specified exceptions; and (ii) in elections of Board members, the Investors and their affiliates are obligated to vote their Shares in favor of individuals recommended by the Board for election. During the Voting Period, the Investors and their affiliates may not acquire any additional voting securities of the Issuer other than the Shares that may be issued pursuant to the Warrants (the Warrant Shares) without consent of the Board. In connection therewith, the Investors also agree: (i) to restrictions on their ability to seek to control the management and (ii) not to sell, transfer or otherwise dispose of the Shares for a period of six months after the closing of the transaction. The Issuer agrees to file registration statements registering the Investors re-offer and resale of the Shares and the Warrant Shares under certain circumstances.
Except as set forth herein, none of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Issuer, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The aggregate number of common shares to which this Schedule 13D relates is 2,295,807, of which 13,889 are issuable upon the exercise of warrants. Such Shares represent 10.33% of the Shares outstanding. There were 22,213,689 issued and outstanding Shares as of November 3, 2017 as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 9, 2017. The number of Shares deemed outstanding in accordance with Rule 13d-3(d)(i) under the Exchange Act (taking into account the number of Shares issuable upon the exercise of warrants held by the Reporting Parties that are reported herein, as required by that Rule) is 22,227,578.
Emily Fairbairn beneficially owns 677,684 Shares (taking into account the number of Shares issuable upon the exercise of certain warrants held by Emily Fairbairn). Such Shares represent 3.0% of the Shares outstanding. Malcolm Fairbairn beneficially owns 2,200,251 Shares. Such Shares represent 9.9% of the Shares outstanding. Malcolm Fairbairn and Emily Fairbairn are spouses.
The Grant Fairbairn Irrevocable Trust September 30, 2011 beneficially owns and has shared voting and dispositive power of 133,333 Shares. Such Shares represent 0.6% of the Shares outstanding. Malcolm Fairbairn and Emily
(1) The Warrants were amended on October 6, 2017 to add a provision limiting their exercisability as a result of which they not reportable herein.
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