Movano Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Movano Inc. inked a new deal and sold some stock, filing an 8-K.

AI Summary

Movano Inc. announced on April 2, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and sales were not provided in this initial filing.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates material agreements and equity sales, which can introduce financial and operational risks that are not yet fully detailed.

Key Players & Entities

• Movano Inc. (company) — Registrant
• April 2, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 6800 Koll Center Parkway Pleasanton, CA 94566 (address) — Principal executive offices
• Maestro Sensors Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 M — ch registered Common stock, par value $0.0001 MOVE The Nasdaq Stock Market LLC Indi
• $0.0001 — f the Company's common stock, par value $0.0001 per share (the "Common Stock"), or at t
• $0.533 — paid by the Purchasers for each Unit is $0.533. Certain directors and officers are par
• $0.565 — 56 of the Units at an offering price of $0.565 per share and accompanying Warrant, whi
• $0.44 — sdaq Capital Market on April 1, 2024 of $0.44 per share plus $0.125 per Warrant. Ea
• $0.125 — n April 1, 2024 of $0.44 per share plus $0.125 per Warrant. Each Pre-Funded Warrant
• $0.001 — Warrant will have an exercise price of $0.001 per share, will be immediately exercisa
• $0.4071 — t shall have an exercise price equal to $0.4071 per share and will be exercisable immed
• $24.2 m — cement are expected to be approximately $24.2 million, before deducting offering fees a
• $18.4 million — , and up to an additional approximately $18.4 million in gross proceeds if the Warrants are f

Filing Documents

• ea0203109-8k_movano.htm (8-K) — 29KB
• ea020310901ex4-1_movano.htm (EX-4.1) — 92KB
• ea020310901ex4-2_movano.htm (EX-4.2) — 94KB
• ea020310901ex10-1_movano.htm (EX-10.1) — 248KB
• ea020310901ex10-2_movano.htm (EX-10.2) — 136KB
• 0001213900-24-029886.txt ( ) — 909KB
• move-20240402.xsd (EX-101.SCH) — 3KB
• move-20240402_lab.xml (EX-101.LAB) — 33KB
• move-20240402_pre.xml (EX-101.PRE) — 22KB
• ea0203109-8k_movano_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On April 2, 2024, Movano Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with the purchasers named therein (the "Purchasers"), for the private placement (the "Private Placement") of an aggregate of 45,298,517 units (the "Units") with each unit consisting of (1) one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), or at the election of the Purchaser a pre-funded warrant in lieu thereof (a "Pre-Funded Warrant"), and (2) one warrant to purchase one share of Common Stock (each, a "Warrant"). The purchase price paid by the Purchasers for each Unit is $0.533. Certain directors and officers are participating in the Private Placement and will purchase 331,856 of the Units at an offering price of $0.565 per share and accompanying Warrant, which was the consolidated closing bid price of our common stock on The Nasdaq Capital Market on April 1, 2024 of $0.44 per share plus $0.125 per Warrant. Each Pre-Funded Warrant will have an exercise price of $0.001 per share, will be immediately exercisable on the date of issuance and will not expire. Each Warrant shall have an exercise price equal to $0.4071 per share and will be exercisable immediately and will expire on the fifth anniversary of the initial exercise date of the Warrant. The Warrants being issued to the Company's officers and directors will have an exercise price equal to $0.44. The gross proceeds for the Private Placement are expected to be approximately $24.2 million, before deducting offering fees and expenses, and up to an additional approximately $18.4 million in gross proceeds if the Warrants are fully exercised for cash. The Private Placement is expected to close on April 4, 2024, subject to customary closing conditions. The Private Placement is being conducted in accordance with applicable Nasdaq rules. The Benchmark Company, LLC acted as placement agent (the "Placement Age

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits The exhibits to this Current Report on Form 8-K are listed below and incorporated herein by reference. Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Warrant 10.1 Form of Securities Purchase Agreement, dated April 2, 2024 10.2 Form of Registration Rights Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MOVANO INC. Dated: April 3, 2024 /s/ Jeremy Cogan Jeremy Cogan Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR