Movano Seeks 400% Stock Authorization Hike, Dilution Approval

TL;DR

**Movano is gearing up for massive dilution to fund operations, so expect more pain for shareholders.**

AI Summary

Movano Inc. (MOVE) is holding a special meeting on December 16, 2025, to address critical financial and operational proposals. The company seeks stockholder approval for the issuance of more than 20% of its common stock under a ChEF Purchase Agreement with Chardan Capital Markets LLC, entered into on November 6, 2025, to comply with Nasdaq Listing Rule 5635(d). Additionally, Movano proposes to increase its authorized common stock from 500,000,000 to 2,500,000,000 shares, a 400% increase, and to reserve an additional 500,000 shares for its 2019 Omnibus Incentive Plan. As of November 10, 2025, there were 834,857 shares of common stock and 3,000 shares of Series A Preferred Stock outstanding, with Series A convertible into 87,694 common shares. These measures are crucial for Movano's strategic outlook, potentially enabling future capital raises and employee incentives, while also diluting existing shareholder value.

Why It Matters

This DEF 14A filing reveals Movano's urgent need for capital and flexibility, signaling potential significant dilution for existing investors. The proposed 400% increase in authorized common stock from 500,000,000 to 2,500,000,000 shares, alongside the ChEF Purchase Agreement, suggests the company is preparing for substantial future equity financing. This could impact share price stability and investor confidence, especially in a competitive health tech market where Movano is vying for market share. Employees could benefit from increased incentive plan shares, but customers and the broader market will be watching for how this capital is deployed to accelerate product development and market penetration.

Risk Assessment

Risk Level: high — The proposal to increase authorized common stock by 400% from 500,000,000 to 2,500,000,000 shares, coupled with the ChEF Share Issuance Proposal for over 20% of outstanding common stock, indicates a high risk of significant future shareholder dilution. This substantial increase in authorized shares suggests the company anticipates needing to issue a large volume of new equity, which could depress the stock price.

Analyst Insight

Investors should carefully consider the potential for significant dilution and its impact on their holdings. Evaluate Movano's long-term growth prospects and how the anticipated capital raise will be utilized before making any investment decisions. Existing shareholders might consider hedging their positions or reducing exposure.

Key Numbers

• 2,500,000,000 — Proposed Authorized Common Stock (A 400% increase from the current 500,000,000 shares, indicating significant potential for future equity issuance and dilution.)
• 500,000 — Additional Incentive Plan Shares (Increase in shares reserved for the Amended and Restated 2019 Omnibus Incentive Plan, impacting employee compensation and potential dilution.)
• 834,857 — Common Stock Outstanding (Number of common shares outstanding as of the November 10, 2025 record date, against which the 'more than 20%' issuance will be measured.)
• 1:00 p.m. Pacific Time — Special Meeting Time (Time for the virtual special meeting on December 16, 2025, where critical proposals will be voted on.)
• November 6, 2025 — ChEF Purchase Agreement Date (Date Movano entered into the ChEF Purchase Agreement with Chardan Capital Markets LLC, triggering the Nasdaq Listing Rule 5635(d) requirement.)

Key Players & Entities

• Movano Inc. (company) — Registrant and issuer of DEF 14A
• Chardan Capital Markets LLC (company) — Party to the ChEF Purchase Agreement
• John Mastrototaro (person) — Chief Executive Officer of Movano Inc.
• Jeremy Cogan (person) — Chief Financial Officer and Secretary of Movano Inc.
• Nasdaq Listing Rule 5635(d) (regulator) — Rule requiring stockholder approval for large share issuances
• SEC (regulator) — U.S. Securities and Exchange Commission
• 500,000,000 (dollar_amount) — Current authorized shares of common stock
• 2,500,000,000 (dollar_amount) — Proposed authorized shares of common stock
• 834,857 (dollar_amount) — Shares of common stock outstanding as of November 10, 2025
• 500,000 (dollar_amount) — Additional shares reserved for 2019 Omnibus Incentive Plan

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [high — regulatory]: Movano is seeking stockholder approval to issue more than 20% of its outstanding common stock under a ChEF Purchase Agreement with Chardan Capital Markets LLC, dated November 6, 2025. This action is required to comply with Nasdaq Listing Rule 5635(d), which mandates shareholder approval for issuances exceeding 20% of outstanding capital stock.
• Significant Dilution Risk [high — financial]: The proposed increase in authorized common stock from 500,000,000 to 2,500,000,000 shares represents a 400% increase. This substantial expansion of authorized shares, coupled with the potential issuance under the ChEF agreement and the 500,000 additional shares for the incentive plan, poses a significant risk of dilution for existing shareholders.
• Reliance on Future Capital Raises [medium — financial]: The proposed increase in authorized shares and the ChEF Purchase Agreement suggest a strategic reliance on future equity financing. While this can provide necessary capital, it also exposes the company to market conditions and the potential for unfavorable terms if capital is urgently needed.
• Dependence on Incentive Plan Success [medium — operational]: The proposal to reserve an additional 500,000 shares for the 2019 Omnibus Incentive Plan indicates a strategy to attract and retain talent. However, the success of this plan is tied to the company's ability to achieve its operational and financial goals, and the dilution from these shares could impact employee morale if not managed effectively.

Industry Context

Movano Inc. operates in the wearable technology and digital health sector, focusing on developing advanced sensor technology for health monitoring. This industry is characterized by rapid innovation, significant R&D investment, and a competitive landscape with both established players and emerging startups. Regulatory approvals (e.g., FDA) are often critical for market entry and commercialization of health-related devices.

Regulatory Implications

The primary regulatory concern highlighted is compliance with Nasdaq Listing Rule 5635(d), which mandates stockholder approval for significant equity issuances. Failure to obtain approval could lead to delisting. Additionally, as a health technology company, Movano faces potential scrutiny from health regulatory bodies like the FDA for its products.

What Investors Should Do

1. Review the proposals carefully, especially the significant increase in authorized shares and the ChEF Share Issuance.
2. Vote on the proposals by the deadline to ensure your voice is heard.
3. Assess the potential dilution from the proposed share increases against the company's strategic needs.

Key Dates

• 2025-11-06: ChEF Purchase Agreement with Chardan Capital Markets LLC entered into — This agreement triggers the need for stockholder approval under Nasdaq Listing Rule 5635(d) due to the planned issuance of over 20% of outstanding common stock.
• 2025-11-10: Record Date for Special Meeting — Determines which stockholders are entitled to vote at the Special Meeting. As of this date, 834,857 shares of common stock and 3,000 shares of Series A Preferred Stock were outstanding.
• 2025-11-24: Proxy Materials Mailed/Made Available — Stockholders receive the proxy statement and form of proxy, initiating the period for review and proxy submission before the meeting.
• 2025-12-16: Special Meeting of Stockholders — The date for stockholders to vote on critical proposals, including the ChEF Share Issuance, COI Amendment, and Incentive Plan amendment.

Glossary

ChEF Purchase Agreement

A type of agreement where a company can sell equity to an investor (Chardan Capital Markets LLC in this case) at a future date, often at a discount, to raise capital. (This agreement necessitates stockholder approval due to the size of the potential stock issuance, which exceeds 20% of outstanding shares, to comply with Nasdaq rules.)

Nasdaq Listing Rule 5635(d)

A rule requiring listed companies to obtain stockholder approval before issuing securities that represent 20% or more of the outstanding capital stock or voting power. (Movano must obtain shareholder approval for the ChEF Share Issuance Proposal to remain in compliance with Nasdaq listing requirements.)

Certificate of Incorporation

The foundational legal document of a corporation that outlines its basic structure, purpose, and powers, including the number of authorized shares. (An amendment to this document is proposed to increase the authorized common stock from 500,000,000 to 2,500,000,000 shares.)

2019 Omnibus Incentive Plan

A company plan that allows for the granting of various types of equity-based compensation, such as stock options or restricted stock units, to employees and directors. (An amendment is proposed to increase the number of shares reserved for issuance under this plan by 500,000, impacting future equity compensation and potential dilution.)

Series A Preferred Stock

A class of preferred stock with specific rights and preferences, including convertibility into common stock. (These shares are outstanding and convertible into common stock, affecting the total voting power and potential dilution calculations.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting, not an annual report, and therefore does not contain comparative financial data from the previous year. The focus is on upcoming proposals requiring stockholder approval, such as a significant increase in authorized shares and a stock issuance under a Chardan Capital Markets agreement, which are new strategic actions rather than year-over-year performance changes.

Key Financial Figures

• $1,000,000,000 — sell to Chardan up to the lesser of (i) $1,000,000,000 in aggregate gross purchase price of ne

Filing Documents

• ny20058183x2_def14a.htm (DEF 14A) — 394KB
• logo_movano.jpg (GRAPHIC) — 34KB
• logo_movanox1.jpg (GRAPHIC) — 20KB
• ny20058183x2_pc01.jpg (GRAPHIC) — 613KB
• ny20058183x2_pc02.jpg (GRAPHIC) — 587KB
• 0001140361-25-043139.txt ( ) — 2121KB

From the Filing

DEF 14A 1 ny20058183x2_def14a.htm DEF14A 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 November 24, 2025 Dear Stockholder: You are cordially invited to attend the special meeting of stockholders of Movano Inc. to be held at 1:00 p.m., Pacific Time, on December 16, 2025. The special 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 special meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/MOVE2025SM. You will also be able to vote your shares electronically at the special meeting. Additional information on how to participate in the special meeting can be found beginning on page 4 of the accompanying Proxy Statement. Details of the business to be conducted at the special meeting are provided in the enclosed Notice of Special Meeting of Stockholders and Proxy Statement, each of which we urge you to read carefully. In addition, enclosed is a proxy card. On or about November 24, 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 special meeting by attending via remote communications or by submitting your proxy. Further details regarding the matters to be acted upon at the special 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 SPECIAL MEETING OF STOCKHOLDERS to be held on December 16, 2025 To the Stockholders of Movano Inc.: NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Movano Inc., a Delaware corporation, will take place at 1:00 p.m. Pacific Time, on December 16, 2025. The special meeting will be a virtual meeting, held solely by means of remote communications at www.virtualshareholdermeeting.com/MOVE2025SM for the following purposes: 1. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of our issued and outstanding common stock pursuant to our ChEF Purchase Agreement with Chardan Capital Markets LLC entered into on November 6, 2025. 2. To approve an amendment to our third amended and restated certificate of incorporation (the "Certificate of Incorporation") increasing 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 Movano Inc.). 3. To approve an amendment to our Amended and Restated 2019 Omnibus Incentive Plan increasing the number of shares reserved for issuance thereunder by 500,000 shares. 4. To approve an adjournment of the Special Meeting to a later date or dates, if determined to be necessary or appropriate by the chairman of the Special Meeting, including, without limitation, to solicit additional proxies to approve the proposals before the Special Meeting if there are insufficient votes to adopt such proposals at the time of the Special Meeting or to establish a quorum. In accordance with U.S. Securities and Exchange Commission rules, we are furnishing these proxy materials via the internet. On or about November 24, 2025, we are mailing to our stockholders of record paper copies of the Proxy Statement and a form of proxy card, as well as providing access to those proxy materials on a publicly accessible website. Only stockholders of record at the close of business on November 10, 2025, the record date fixed by the Board of Directors, are entitled to notice of and to vote at t

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