Movano (MOVE) investors approve 2.5B share authorization and ChEF deal

Rhea-AI Filing Summary

Movano Inc. reported the results of a special stockholder meeting held on December 16, 2025. Stockholders approved, for Nasdaq Listing Rule 5635(d) purposes, the potential issuance of more than 20% of the company’s issued and outstanding common shares under a ChEF Purchase Agreement with Chardan Capital Markets, LLC, with votes of 252,589 for, 2,088 against and 2,144 abstaining, plus 269,643 broker non-votes. They also approved a Certificate of Amendment to increase authorized common shares from 500,000,000 to 2,500,000,000, with 500,623 for, 23,285 against and 2,556 abstaining. In addition, stockholders approved Amendment No. 3 to the 2019 Omnibus Incentive Plan and authorized potential adjournment of the meeting if needed, both by wide margins.

Positive

• None.

Negative

• Approval to issue over 20% of outstanding shares under the ChEF Purchase Agreement and a fivefold increase in authorized common shares to 2,500,000,000 expand capacity for substantial future equity issuance.

Insights

Equity & corporate governance analyst

Stockholders approved major capacity increases for future share issuances and incentives.

Movano Inc. obtained stockholder approval to issue more than 20% of its issued and outstanding common shares under a ChEF Purchase Agreement with Chardan Capital Markets, LLC, satisfying Nasdaq Listing Rule 5635(d) requirements. This provides structural approval for a sizable potential equity issuance tied to that agreement, though actual usage will depend on future decisions and conditions under the agreement.

Stockholders also approved a Certificate of Amendment raising authorized common shares from 500,000,000 to 2,500,000,000, significantly expanding the number of shares the company is permitted to issue. Alongside this, approval of Amendment No. 3 to the 2019 Omnibus Incentive Plan increases flexibility for equity-based compensation. The voting results show strong support across all proposals at the December 16, 2025 special meeting.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2025

MOVANO INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40254		82-4233771
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

6800 Koll Center Parkway Pleasanton, CA		94566
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 651-3172

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		MOVE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

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

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)

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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

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FAQ

What did Movano Inc. (MOVE) stockholders approve at the December 16, 2025 special meeting?

Stockholders approved issuing more than 20% of the company’s issued and outstanding common shares under a ChEF Purchase Agreement, a Certificate of Amendment increasing authorized common shares to 2,500,000,000, Amendment No. 3 to the 2019 Omnibus Incentive Plan, and the potential adjournment of the meeting if needed.

How many authorized shares of common stock did Movano Inc. (MOVE) approve after the vote?

Stockholders approved increasing the number of authorized shares of Movano Inc. common stock from 500,000,000 to 2,500,000,000, which also increased the total number of authorized shares of all capital stock of the company.

What was approved regarding Movano Inc.’s ChEF Purchase Agreement with Chardan Capital Markets?

For purposes of complying with Nasdaq Listing Rule 5635(d), stockholders approved the issuance of more than 20% of Movano Inc.’s issued and outstanding common stock pursuant to the ChEF Purchase Agreement with Chardan Capital Markets, LLC entered into on November 6, 2025.

What changes were made to Movano Inc.’s 2019 Omnibus Incentive Plan?

Stockholders approved Amendment No. 3 to Movano Inc.’s Amended and Restated 2019 Omnibus Incentive Plan. The detailed terms of the plan as amended are described in the company’s special meeting proxy statement and in Amendment No. 3 filed as Exhibit 10.1.

How did Movano Inc. (MOVE) stockholders vote on increasing authorized common shares?

The proposal to increase authorized common shares to 2,500,000,000 received 500,623 votes for, 23,285 votes against, and 2,556 abstentions, with no broker non-votes reported for this item.

What were the voting results for Amendment No. 3 to Movano Inc.’s 2019 Plan?

Amendment No. 3 to the 2019 Omnibus Incentive Plan received 241,887 votes for, 12,456 votes against, 2,478 abstentions, and 269,643 broker non-votes.

Did Movano Inc. stockholders approve the potential adjournment of the special meeting?

Yes. Stockholders approved the adjournment of the special meeting to permit further solicitation of proxies if necessary or appropriate, with 508,070 votes for, 16,174 votes against, 2,220 abstentions, and 269,643 broker non-votes.