Movano Proposes Reverse Stock Split, Quadruples Authorized Shares

TL;DR

**MOVE is gearing up for a reverse split and massive share authorization increase, signaling a desperate move to stay listed and raise cash, likely diluting shareholders significantly.**

AI Summary

Movano Inc. (MOVE) is holding its 2025 annual meeting on September 26, 2025, where stockholders will vote on several critical proposals. The company seeks to elect two Class I directors for three-year terms. Most notably, Movano is proposing amendments to its Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-2 and 1-for-15, at the Board's discretion, within one year of the meeting. Concurrently, the company also proposes to increase its authorized common stock from 500,000,000 shares to 2,000,000,000 shares. These actions are typically taken by companies facing delisting risks due to low stock prices or seeking to raise capital. Stockholders will also ratify the appointment of RBSM LLP as the independent registered public accounting firm for 2025. The record date for voting is August 26, 2025, with 8,301,204 shares of common stock outstanding and entitled to vote.

Why It Matters

Movano's proposed reverse stock split, with a flexible ratio between 1-for-2 and 1-for-15, signals a potential effort to boost its share price and maintain NASDAQ listing compliance, which is crucial for institutional investor interest. The simultaneous proposal to increase authorized shares from 500,000,000 to 2,000,000,000 suggests the company anticipates significant future capital raises, potentially through dilutive equity offerings. This could impact existing investors by reducing their ownership percentage and could put downward pressure on the stock price if not managed effectively. Competitors in the health tech space, like Oura Ring, are not currently facing similar capital structure overhauls, highlighting Movano's unique challenges.

Risk Assessment

Risk Level: high — The proposal for a reverse stock split (1-for-2 to 1-for-15) often indicates a company is struggling with a low stock price, potentially facing delisting from an exchange. Simultaneously, increasing authorized shares from 500,000,000 to 2,000,000,000 suggests a high likelihood of future dilutive equity offerings, which could significantly devalue existing shares.

Analyst Insight

Investors should carefully evaluate Movano's financial health and strategic rationale behind these proposals. Consider selling if you are risk-averse, as both a reverse split and a large increase in authorized shares often precede further dilution and stock price volatility. Monitor the outcome of the September 26, 2025, annual meeting closely.

Key Numbers

• 1-for-2 and 1-for-15 — Reverse Stock Split Ratio Range (Board's discretion for common stock reverse split)
• 500,000,000 — Current Authorized Common Stock (Proposed to increase to 2,000,000,000 shares)
• 2,000,000,000 — Proposed Authorized Common Stock (Increase from 500,000,000 shares)
• 8,301,204 — Shares Outstanding (As of record date August 26, 2025, entitled to vote)
• 1:00 p.m. Pacific Time — Annual Meeting Start Time (On September 26, 2025)

Key Players & Entities

• Movano Inc. (company) — Registrant and company holding annual meeting
• John Mastrototaro (person) — Chief Executive Officer of Movano Inc.
• Jeremy Cogan (person) — Chief Financial Officer and Secretary of Movano Inc.
• RBSM LLP (company) — Independent registered public accounting firm for 2025
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for filing
• Pacific Stock Transfer Company (company) — Transfer agent for Movano Inc.
• 6800 Koll Center Parkway, Pleasanton, CA 94566 (company) — Principal executive offices of Movano Inc.
• August 29, 2025 (date) — Date of DEF 14A filing and mailing of proxy materials
• September 26, 2025 (date) — Date of the 2025 Annual Meeting of Stockholders
• August 26, 2025 (date) — Record date for stockholders entitled to vote

FAQ

Risk Factors

• Reverse Stock Split and Authorized Share Increase [high — financial]: Movano Inc. is proposing a reverse stock split with ratios between 1-for-2 and 1-for-15 and an increase in authorized common stock from 500,000,000 to 2,000,000,000 shares. These actions are typically undertaken by companies facing potential delisting due to low stock prices or to facilitate future capital raises.
• Low Stock Price and Delisting Risk [high — market]: The proposal for a reverse stock split strongly suggests that Movano's stock price is currently below exchange listing requirements. Failure to regain compliance could lead to delisting, significantly impacting liquidity and investor confidence.
• Need for Future Capital [medium — financial]: The substantial increase in authorized shares to 2,000,000,000, coupled with the reverse stock split, indicates a potential need for future capital raises. This could dilute existing shareholders if not managed effectively.
• Dependence on New Product Development [medium — operational]: Movano's business model relies on the successful development and commercialization of its wearable technology. Delays or failures in product development could materially impact the company's ability to generate revenue and achieve profitability.
• Healthcare Regulatory Compliance [medium — regulatory]: As a company developing medical devices, Movano is subject to stringent regulatory requirements from bodies like the FDA. Non-compliance or delays in obtaining regulatory approvals can hinder market entry and revenue generation.

Industry Context

Movano operates in the competitive health-tech and wearable device market, which is characterized by rapid technological advancements and a strong focus on data privacy and regulatory compliance. Key players are investing heavily in AI and personalized health monitoring solutions. The industry faces challenges related to consumer adoption, integration with healthcare systems, and navigating evolving regulatory landscapes.

Regulatory Implications

As a developer of medical-grade wearable devices, Movano is subject to rigorous regulatory oversight, particularly from the FDA. Obtaining and maintaining necessary clearances and approvals is critical for market access and revenue generation. Any delays or failures in the regulatory process pose significant risks to the company's business objectives and financial performance.

What Investors Should Do

1. Review the proposed reverse stock split and authorized share increase carefully.
2. Evaluate the rationale behind the reverse stock split.
3. Vote on the election of directors.
4. Consider the appointment of RBSM LLP as the independent auditor.

Key Dates

• 2025-08-26: Record Date — Determines which stockholders are entitled to vote at the annual meeting. As of this date, 8,301,204 shares were outstanding and entitled to vote.
• 2025-08-29: Mailing of Proxy Materials — Stockholders receive the proxy statement, proxy card, and 2024 Annual Report, initiating the proxy solicitation period.
• 2025-09-26: Annual Meeting of Stockholders — Key proposals, including the reverse stock split and authorized share increase, will be voted upon by shareholders.
• 2026-09-26: One-Year Anniversary of Annual Meeting — The Board of Directors must decide on the specific reverse stock split ratio by this date, within one year of the annual meeting.

Glossary

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them. This is often done to increase the per-share market price. (Movano is proposing this to potentially increase its stock price and avoid delisting.)

Certificate of Incorporation

The foundational legal document of a corporation, filed with the state, that outlines the basic structure and powers of the corporation. (Amendments to this document are required to enact the reverse stock split and increase authorized shares.)

Authorized Shares

The maximum number of shares of stock that a corporation is legally permitted to issue, as specified in its Certificate of Incorporation. (Movano seeks to significantly increase this number to provide flexibility for future actions, such as stock splits or capital raises.)

Class I Directors

In a staggered board structure, directors are divided into classes, with each class elected for a specific term. Class I directors typically serve the shortest term. (Two Class I directors are up for election, with terms of three years.)

Proxy Statement

A document filed with the SEC that provides shareholders with information about matters to be voted on at a shareholder meeting, including details about director nominees, executive compensation, and proposed corporate actions. (This document outlines the proposals and provides the rationale behind them, guiding shareholder voting decisions.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (August 26, 2025, is the record date for Movano's annual meeting.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (RBSM LLP is proposed for ratification as Movano's auditor for 2025.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 annual meeting, focusing on upcoming proposals rather than a comparison of financial performance to the prior year. The key proposals, including a reverse stock split and an increase in authorized shares, suggest a proactive response to potential financial pressures or strategic capital needs, which would be a significant development compared to previous filings if not previously addressed.

Filing Documents

• ny20045636x2_def14a.htm (DEF 14A) — 565KB
• logo_movano.jpg (GRAPHIC) — 34KB
• logo_movanox1.jpg (GRAPHIC) — 20KB
• ny20045636x2_pc01.jpg (GRAPHIC) — 668KB
• ny20045636x2_pc02.jpg (GRAPHIC) — 640KB
• 0001140361-25-033439.txt ( ) — 4341KB
• move-20250926.xsd (EX-101.SCH) — 2KB
• ny20045636x2_def14a_htm.xml (XML) — 1KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Rule 14a-12 MOVANO INC. (Name of Registrant as Specified in its Certificate of Incorporation) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 6800 Koll Center Parkway Pleasanton, CA 94566 August 29, 2025 Dear Stockholder: You are cordially invited to attend the annual meeting of stockholders of Movano Inc. to be held at 1:00 p.m., Pacific Time, on September 26, 2025. The annual meeting will be held solely by means of remote communication. The virtual meeting technology we employ provides expanded access, improved communication and cost savings for our stockholders. You will be able to attend the annual meeting online and submit your questions during the meeting by visiting https://www.virtualshareholdermeeting.com/MOVE2025. You will also be able to vote your shares electronically at the annual meeting. Additional information on how to participate in this year's annual meeting can be found beginning on page 4 of the accompanying Proxy Statement. Details of the business to be conducted at the annual meeting are provided in the enclosed Notice of Annual Meeting of Stockholders and Proxy Statement, each of which we urge you to read carefully. In addition, enclosed are a proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. On or about August 29, 2025, we are mailing to our stockholders of record paper copies of the Proxy Statement and form of proxy card, as well as providing access to those proxy materials on a publicly accessible website. We look forward to your participation in the annual meeting by attending via remote communications or by submitting your proxy. Further details regarding the matters to be acted upon at the annual meeting appear in the proxy materials and the accompanying Proxy Statement. Please give this material your careful attention. Very truly yours, /s/ John Mastrototaro John Mastrototaro Chief Executive Officer MOVANO INC. 6800 Koll Center Parkway Pleasanton, CA 94566 NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS to be held on September 26, 2025 To the Stockholders of Movano Inc.: NOTICE IS HEREBY GIVEN that the 2025 annual meeting of Stockholders of Movano Inc., a Delaware corporation, will take place at 1:00 p.m. Pacific Time, on September 26, 2025. The annual meeting will be a virtual meeting, held solely by means of remote communications at https://www.virtualshareholdermeeting.com/MOVE2025 for the following purposes: 1. To elect the two nominees to the Board of Directors nominated by the Board of Directors and named in the enclosed proxy statement to serve for three year terms as Class I directors, until their respective successors are duly elected and qualified or until their earlier death, resignation, or removal. 2. To approve amendments to the Company's certificate of incorporation (the "Certificate of Incorporation") effecting reverse stock splits of our common stock at ratios between 1-for-2 and 1-for-15, inclusive, one of which reverse stock split ratios will be chosen, at the discretion of our Board of Directors on or prior to the one-year anniversary of the date of the annual meeting, and the remainder of which reverse stock split ratios will be abandoned. 3. To approve an amendment to the Certificate of Incorporation increasing the number of authorized shares of common stock from 500,000,000 to 2,000,000,000 shares (and correspondingly increasing the total number of authorized shares of all capital stock of the Company). 4. To ratify the appointment of RBSM LLP as our independent registered public accounting firm for 2025. 5. To transact such other business as may properly come before the annual meeting and any adjournments or postponements thereof. In accordance with U.S. Securities and Exchange Commission rules, we are furnishing these proxy materials and our 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2024, via the internet. On or about August 29, 2025, we are mailing to our stockholders of record paper copies of the Proxy Statement, form of proxy card, and a copy of our Annual Report on Form

View Full Filing

View this DEF 14A filing on SEC EDGAR