Movano Inc. 8-K Filing

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Key Financial Figures

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

Filing Documents

• ea0269862-8k425_movano.htm (8-K) — 32KB
• ea026986201ex10-1_movano.htm (EX-10.1) — 9KB
• 0001213900-25-122540.txt ( ) — 205KB
• move-20251216.xsd (EX-101.SCH) — 3KB
• move-20251216_lab.xml (EX-101.LAB) — 33KB
• move-20251216_pre.xml (EX-101.PRE) — 22KB
• ea0269862-8k425_movano_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers; Election

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. 3 to Movano Inc. Amended and Restated 2019 Omnibus Incentive Plan On December 16, 2025, the stockholders of Movano Inc. (the "Company") approved Amendment No. 3 ("Amendment No. 3") 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. 3, is set forth in the Company's Proxy Statement for the Special Meeting of Stockholders of the Company held on December 16, 2025 (the "Special Meeting") as filed with the Securities and Exchange Commission on November 24, 2025 (the "Special Meeting Proxy Statement") under the heading "Proposal 3 – The Incentive Plan Proposal", 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. 3, 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.

07 Submission of Matters to a Vote of

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 16, 2025, the Company held the Special Meeting. The certified results of each of the matters voted upon at the Special Meeting, which are more fully described in the Special Meeting Proxy Statement, follow. The Company's stockholders approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the Company's issued and outstanding shares of common stock pursuant to the ChEF Purchase Agreement with Chardan Capital Markets, LLC entered into on November 6, 2025, with votes cast as follows: For Against Abstain Broker Non-Votes 252,589 2,088 2,144 269,643 The Company's stockholders approved a Certificate of Amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 2,500,000,000 shares (and correspondingly increasing the total number of authorized shares of all capital stock of the Company), with votes cast as follows: For Against Abstain Broker Non-Votes 500,623 23,285 2,556 -- The Company's stockholders approved Amendment No. 3 to the 2019 Plan, with votes cast as follows: For Against Abstain Broker Non-Votes 241,887 12,456 2,478 269,643 The Company's stockholders approved the adjournment of the Special Meeting to permit further solicitation of proxies, if necessary or appropriate, with votes cast as follows: For Against Abstain Broker Non-Votes 508,070 16,174 2,220 269,643

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibits The following exhibits are filed herewith: Exhibit No. Exhibit Description 10.1 Amendment No. 3 to Movano Inc. Amended and Restated 2019 Omnibus Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

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: December 17, 2025 By: /s/ J Cogan J Cogan Chief Financial Officer 2

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