Movano Inc. Files 8-K on Security Holder Rights

TL;DR

Movano filed an 8-K, changes to shareholder rights likely happening.

AI Summary

Movano Inc. filed an 8-K on October 25, 2024, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes Regulation FD disclosures and financial statements/exhibits. Specific details regarding the modifications and amendments are not provided in this excerpt.

Why It Matters

This filing indicates potential changes to the rights of Movano Inc.'s shareholders or security holders, which could impact their investment.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate documents can signal significant changes that may affect stock value.

Key Players & Entities

• Movano Inc. (company) — Registrant
• October 25, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 6800 Koll Center Parkway (address) — Principal Business Address
• Pleasanton, CA 94566 (address) — Principal Business Address

FAQ

Key Financial Figures

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

Filing Documents

• ea0218151-8k_movano.htm (8-K) — 29KB
• ea021815101ex3-1_movano.htm (EX-3.1) — 6KB
• ea021815101ex99-1_movano.htm (EX-99.1) — 10KB
• ex99-1_001.jpg (GRAPHIC) — 27KB
• 0001213900-24-090544.txt ( ) — 261KB
• move-20241025.xsd (EX-101.SCH) — 3KB
• move-20241025_lab.xml (EX-101.LAB) — 33KB
• move-20241025_pre.xml (EX-101.PRE) — 22KB
• ea0218151-8k_movano_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03 Amendment to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year As previously disclosed, at Movano Inc.'s (the "Company") 2024 Annual Meeting of Stockholders held on July 9, 2024, the stockholders of the Company approved a proposal to authorize the Company's Board of Directors (the "Board") to amend the Company's Third Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to effect a reverse stock split (the "Reverse Stock Split") of the Company's issued common stock, par value $0.0001 per share (the "Common Stock") at a ratio between one-for-two and one-for-thirty, with the ultimate ratio to be determined by the Board in its sole discretion. On October 9, 2024, the Board approved the Reverse Stock Split at a ratio of one-for-fifteen. On October 25, 2024, Company filed with the Secretary of State of the State of Delaware an amendment to the Certificate of Incorporation to effect the Reverse Stock Split (the "Amendment"), to be effective at 12:01 a.m. Eastern Time on October 29, 2024. On October 29, 2024, the Common Stock will begin trading on a split-adjusted basis under a new CUSIP, 62459M 206. The Reverse Stock Split will not change the number of authorized shares of Common Stock or the par value per share of the Common Stock. When the Reverse Stock Split becomes effective, every 15 shares of Common Stock issued, including shares held by the Company in treasury, if any, will automatically be reclassified and combined into one share of Common Stock. The Reverse Stock Split will reduce the number of issued and outstanding shares of Common Stock from approximately 99.5 million to approximately 6.6 million. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will instead automatically have their fractional interests rounded up to the next whole share, after aggregating all the fractional interests of a holder re

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On October 25, 2024, the Company issued a press release announcing the Reverse Stock Split, a copy of which is furnished as an exhibit to this report. The information in this Item 7.01, including Exhibit 99.1 to this report, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The information contained in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 1

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, effective October 29, 2024 99.1 Press Release dated October 25, 2024, furnished herewith 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: October 25, 2024 By: /s/ J Cogan J Cogan Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR