Movano Inc. Files 8-K: Director Changes, Bylaw Amendments

TL;DR

Movano's 8-K shows director shakeups, bylaw changes, and votes - governance overhaul incoming.

AI Summary

Movano Inc. filed an 8-K on July 9, 2024, reporting several key events. These include the departure of a director, the election of new directors, and updates to compensatory arrangements for certain officers. The company also announced amendments to its articles of incorporation and bylaws, and submitted matters to a vote of security holders. Additionally, the filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate governance changes and potential strategic shifts within Movano Inc., which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — Changes in directors, bylaws, and matters for shareholder vote suggest potential internal restructuring or strategic decisions that could carry inherent business risks.

Key Players & Entities

• Movano Inc. (company) — Registrant
• July 9, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-40254 (commission_file_number) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share MOVE The Nasdaq

Filing Documents

• ea0209131-8k_movano.htm (8-K) — 40KB
• ea020913101ex3-1_movano.htm (EX-3.1) — 6KB
• ea020913101ex10-1_movano.htm (EX-10.1) — 7KB
• 0001213900-24-060520.txt ( ) — 230KB
• move-20240709.xsd (EX-101.SCH) — 3KB
• move-20240709_lab.xml (EX-101.LAB) — 33KB
• move-20240709_pre.xml (EX-101.PRE) — 22KB
• ea0209131-8k_movano_htm.xml (XML) — 4KB

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Approval of Amendment No. 2 to Movano Inc. Amended and Restated 2019 Omnibus Incentive Plan On July 9, 2024, the stockholders of Movano Inc. (the "Company") approved Amendment No. 2 ("Amendment No. 2") to the Company's Amended and Restated 2019 Omnibus Incentive Plan (the "2019 Plan"). A description of the terms and conditions of the 2019 Plan, as amended by Amendment No. 2, is set forth in the Company's Proxy Statement for the 2024 Annual Meeting of Stockholders of the Company (the "2024 Annual Meeting") as filed with the Securities and Exchange Commission on May 28, 2024 (the "2024 Proxy Statement") under the heading "Proposal 4 – Approval of Amendment No. 2 to Amended and Restated 2019 Omnibus Incentive Plan", which such description is incorporated by reference herein. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 2, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On July 9, 2024, the Company filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation increasing the number of authorized shares of common stock from 150,000,000 to 500,000,000 shares, as further described in the 2024 Proxy Statement and as approved at the 2024 Annual Meeting, with the Secretary of State of the State of Delaware. The Certificate of Amendment became effective on upon filing with the Secretary of State. The foregoing description of the Certificate Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.

07 Submission of Matters to a Vote of

Item 5.07 Submission of Matters to a Vote of Security Holders. On July 9, 2024, the Company held its 2024 Annual Meeting. The certified results of each of the matters voted upon at the 2024 Annual Meeting, which are more fully described in the 2024 Proxy Statement, follow. The Company's stockholders elected the nominee to the Company's Board of Directors to serve for a three-year term as a Class III director, with the votes cast as follows: Director Name For Withheld Broker Non-Votes Brian Cullinan 28,986,938 3,111,761 16,306,537 The Company's stockholders approved the Certificate of Amendment to the Company's Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 500,000,000 shares, with votes cast as follows: For Against Abstain Broker Non-Votes 22,159,295 9,469,483 469,921 16,306,537 The Company's stockholders approved the Certificate of Amendment to the Company's Third Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company's Board of Directors (the "Board") on or prior to the one-year anniversary of the date of the 2024 Annual Meeting, a reverse stock split of the Company's common stock at a stock split ratio between 1-for-2 and 1-for-30, with the ultimate ratio to be determined by the Board in its sole discretion, the implementation and timing of which shall be subject to the discretion of the Board, with votes cast as follows: For Against Abstain Broker Non-Votes 24,474,488 7,139,164 485,047 16,306,537 The Company's stockholders approved Amendment No. 2 to the 2019 Plan, with votes cast as follows: For Against Abstain Broker Non-Votes 23,707,077 7,914,081 477,541 16,306,537 The Company's stockholders ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for 2024, with votes cast as follows: For Against Abstain 46,972,166 653,382 779,688

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibits The following exhibits are filed herewith: Exhibit No. Exhibit Description 3.1 Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company 10.1 Amendment No. 2 to Movano Inc. Amended and Restated 2019 Omnibus Incentive Plan 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. Date: July 10, 2024 By: /s/ J Cogan J Cogan Chief Financial Officer 3

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