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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): March 18, 2026
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 1.01. Entry into a Material Definitive Agreement.
Merger
with Corvex, Inc.
Amended
and Restated Agreement and Plan of Merger
On
March 19, 2026, Movano Inc., a Delaware corporation (“Movano” or the “Company”), acquired Corvex, Inc., a Delaware
corporation (“Corvex”), in accordance with the terms of the Amended and Restated Agreement and Plan of Merger, dated March
19, 2026 (the “Merger Agreement”), by and among Movano, Thor Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary
of Movano (“Merger Sub”), and Corvex. Pursuant to the Merger Agreement, Merger Sub merged with and into Corvex, pursuant
to which Corvex was the surviving corporation and became a wholly owned subsidiary of Movano (the “Merger”). The Merger Agreement
amends and restates in its entirety the prior merger agreement between the parties which was entered into and announced on November 6,
2025. The Merger is intended to constitute an integrated transaction that qualifies as a “reorganization” within the meaning
of Section 368(a) of the Internal Revenue Code of 1986 for U.S. federal income tax purposes.
Following
the Merger, Movano will be renamed Corvex, Inc., effective March 23, 2026, as further described in Item 5.03 below.
Under
the terms of the Merger Agreement, at the closing of the Merger (the “Closing”), Movano issued to the securityholders of
Corvex (i) 240.562 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”),
which such shares of Series B Preferred Stock, on an as-converted basis, represented no more than 19.9% of the outstanding shares of
Movano’s common stock, par value $0.0001 per share (the “Common Stock”) immediately prior to the Closing, (ii) 23,551.5195
shares of Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) and
30,227.0524 shares of Series D Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”).
Each
share of Series B Preferred Stock will automatically convert into 1,000 shares of Common Stock on March 31, 2026, which is the business
day following the March 30, 2026 record date of the Stock Dividend (as defined herein). Subject to and contingent upon the affirmative
vote of a majority of the shares of Common Stock present or represented and entitled to vote at a meeting of stockholders of Company
to approve, for purposes of the Nasdaq Listing Rules, the issuance of shares of Common Stock to the stockholders of Corvex upon conversion,
(1) each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock and (2) each share of Series
D Preferred Stock will be convertible into 1,000 shares of Common Stock. Reference is made to the discussion of the Series B Preferred
Stock, Series C Preferred Stock and Series D Preferred Stock in Item 5.03 of this Current Report on Form 8-K, which is incorporated herein
by reference.
Pursuant
to the Merger Agreement, the Company today announced a stock dividend payable to holders of outstanding shares of Common Stock of 0.358
share of Common Stock for every share of outstanding Common Stock (collectively, the “Stock Dividend”).
The
Stock Dividend will be issuable to stockholders of record at the close of business on March 30, 2026 and will be distributed and allocated
on April 6, 2026. Resulting fractional shares will be rounded down and any remaining fractional shares will be distributed in cash
to each stockholder.
Pursuant
to the Merger Agreement, the Company will use commercially reasonable efforts to submit the following matters to its stockholders for
their consideration at the Company’s 2026 annual meeting of stockholders to be held by May 31, 2026 (the “Stockholders’
Meeting”): (i) the approval of the conversion of the Series C Preferred Stock and Series D Preferred Stock into shares of Common
Stock in accordance with Nasdaq Listing Rule 5635 (the “Conversion Proposal”), (ii) the issuance of the underlying Common
Stock upon exercise of Corvex options issued and outstanding prior to the Closing, (iii) the election of Jay Crystal as a Class III director
to fill the vacancy created by Shaheen Wirk’s resignation pursuant to the Merger Agreement, (iv) the election of two Class II directors,
(v) the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the
year ending December 31, 2026, (vi) the approval of the Corvex, Inc. 2026 Employee Incentive Plan and (vii) the approval of the Corvex,
Inc. 2026 Employee Stock Purchase Plan (the proposals to be submitted at the Stockholders’ Meeting, collectively, the “Meeting
Proposals”).
The
board of directors of Movano (the “Board”) approved the Merger Agreement and the related transactions, and the Closing was
not subject to approval by Movano’s stockholders.
The
foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference
to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
Merger Agreement has been included to provide investors and securityholders with information regarding its terms. It is not intended
to provide any other factual information about Movano or Corvex. The Merger Agreement contains representations, warranties and covenants
that Movano and Corvex made to each other as of specific dates. The assertions embodied in those representations, warranties and covenants
were made solely for purposes of the Merger Agreement between Movano and Corvex and may be subject to important qualifications or limitations
agreed to by Movano and Corvex in connection with negotiating its terms, including being qualified by confidential disclosures exchanged
between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and warranties may be subject
to a contractual standard of materiality that may be different from what may be viewed as material to investors or securityholders, or
may have been used for the purpose of allocating risk between Movano and Corvex rather than establishing matters as facts, and information
concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement.
Support
Agreements
As
previously disclosed, concurrently and in connection with the execution of the initial merger agreement on November 6, 2025 (the “Initial
Merger Agreement”), the directors, officers and certain stockholders of Movano (solely in their capacity as stockholders of
Movano) entered into support agreements with Corvex (the “Support Agreements”), which remain in place. Additionally, in connection
with the Merger, the holders of all the outstanding shares of Series A Preferred Stock, par value $0.0001 per share, of Movano have entered
into Support Agreements on substantially the same terms entered in connection with the Initial Merger Agreement. The Support Agreements
provide certain restrictions on the transfer of shares of Movano held by the signatories thereto and include covenants as to the voting
of such shares in favor of approving the transactions contemplated by the Merger Agreement and against any actions that could adversely
affect the consummation of the Merger.
A
copy of the Form of Support Agreement has been filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference. The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference
to the full text of the Form of Support Agreement.
Lock-Up
Agreements
Concurrently
and in connection with the execution of the Merger Agreement, the directors, officers and certain stockholders of Movano and the
directors, officers and substantially all stockholders of Corvex have entered into lock-up agreements (the “Lock-Up
Agreements”) pursuant to which, and subject to specified exceptions, they have agreed not to transfer their shares of Movano
Common Stock until 180 days following the Closing.
A
copy of the Form of Lock-Up Agreement has been filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by
reference. The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference
to the full text of the Form of Lock-Up Agreement.
Loan
Agreement
As
previously disclosed, on November 3, 2025, the Company entered into an amendment (the “First Amendment”) to that certain
Loan Agreement and Promissory Note with Evie Holdings LLC (“Lender”), dated August 6, 2025 (the “Loan Agreement”).
The First Amendment provided for an extension of the maturity date of the Loan Agreement to November 5, 2025. On November 6, 2025, the
Company entered into a second amendment to the Loan Agreement (the “Second Amendment”). The Second Amendment provided for
an extension of the maturity date of the Loan Agreement to March 31, 2026 in exchange for Movano’s agreeing that upon any sale
or other disposition of all or substantially all the Company’s assets prior to the Closing, it would be obligated to repay the
$1.5 million principal of the Loan Agreement, plus any other outstanding obligations plus a $3.0 million repayment premium. On March
19, 2026, the Company and Lender entered into a third amendment to the Loan Agreement (the “Third Amendment”). Under the
Third Amendment, the maturity date of the Loan Agreement was extended to June 30, 2026.
The
foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third
Amendment, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
October 1, 2025, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq
Stock Market (“Nasdaq”) indicating that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies
listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Stockholders’
Equity Requirement”) and served as an additional basis of delisting before the Nasdaq Hearings Panel (the “Panel”).
In its Quarterly Report on Form 10-Q for the fiscal year ended June 30, 2025, filed with the U.S. Securities and Exchange Commission
on September 24, 2025, the Company reported a stockholders’ equity of approximately $1.637 million and, as a result, does not satisfy
the Stockholders’ Equity Requirement.
On
August 19, 2025, a hearing was held before the Panel. On December 18, 2025, the Panel granted the Company an extension until March 30,
2026, to regain compliance with the Stockholders’ Equity Requirement. As a result of this transaction, as of the date of this Current
Report on Form 8-K, the Company has stockholders’ equity in excess of $2.5 million as required for continued listing on the Nasdaq
Stock Market under Nasdaq Listing Rule 5505(b)(1). The Company is awaiting formal determination from Nasdaq that it has regained compliance
with the Stockholders’ Equity Requirement.
Item 3.02 Unregistered Sales of Equity Securities
Pursuant
to the Merger Agreement, the Company issued the shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock,
as applicable, in the Merger to the Corvex securityholders. The information contained in Item 1.01 of this Current Report on Form 8-K
is incorporated herein by reference. Such issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act and
Regulation D promulgated thereunder.
Item 3.03 Material Modification to Rights of Security Holders.
The
matters described in Item 1.01 and 5.03 of this Current Report on Form 8-K related to the Series B Preferred Stock, Series C Preferred
Stock and Series D Preferred Stock, the filing of the Series B Certificate of Designations, Series C Certificate of Designations, Series
D Certificate of Designations and the Stock Dividend are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation
of Directors and Officers
In
accordance with the Merger Agreement, Michael Leabman and Shaheen Wirk resigned from the Board on March 18, 2026 and March 19, 2026,
respectively. In connection therewith, Mr. Leabman also resigned from his position as Chief Technology Officer of Movano. Mr. Leabman’s
and Mr. Wirk’s resignations were not the result, in whole or in part, of any disagreement with Movano or its management relating
to Movano’s operations, policies or practices.
Appointment
of Directors
In
accordance with the Merger Agreement, on March 19, 2026, effective immediately upon the effective time of the Merger, Seth Demsey was
appointed to the Board as a Class I director.
Seth
Demsey has served as the Co-Founder and a director of Corvex. He has spent nearly three decades architecting and operating
high-impact AI/ML and developer platforms across startups and industry leaders including NASA, Microsoft, Google, and AOL/Yahoo!. He
holds dozens of patents spanning high-performance computing, distributed systems, security, and data management. Prior to co-founding
Corvex, Mr. Demsey served in technical leadership roles driving innovation in large-scale distributed computing and mission-critical
infrastructure. His expertise encompasses the full stack of cloud infrastructure technologies required to deliver reliable, high-performance
AI computing at scale. Mr. Demsey received a Bachelor of Science degree in Computer Engineering from Bucknell University and was
previously a business fellow at The Wharton School of the University of Pennsylvania. We believe that Mr. Demsey is qualified to serve
on the Board because of his industry knowledge and broad previous experience as a co-founder and technology leader.
There
are no arrangements or understandings between Mr. Demsey and any other person pursuant to which he was appointed as a director of the
Company. Mr. Demsey is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Board
Composition
Following
the Merger, the Company’s Board consists of five directors divided into three staggered classes, with one class to be elected at
each annual meeting to serve for a three-year term as follows:
| ● | the
Class I directors will be Emily Wang Fairbairn and Seth Demsey, and their terms will
expire at the 2028 annual meeting of stockholders; |
| | | |
| ● | the
Class II directors will be John Mastrototaro and Rubén Caballero, and their terms
will expire at the 2026 annual meeting of stockholders; and |
| | | |
| ● | the
Class III director will be Brian Cullinan, and his term will expire at the 2027 annual
meeting of stockholders. |
Board
Committees
No
changes were made to the Boards’ standing committees as a result of the Merger. Messrs. Cullinan and Caballero and Ms. Fairbairn
comprise the Audit Committee, with Mr. Cullinan serving as chair. Messrs. Cullinan and Caballero and Ms. Fairbairn comprise
the Compensation Committee, with Mr. Cullinan serving as chair. Messrs. Cullinan and Caballero and Ms. Fairbairn comprise the
Nominating and Corporate Governance Committee, with Ms. Fairbairn serving as chair.
Non-Employee
Director Compensation
In
connection with the Merger, the Board approved the Corvex, Inc. Director Compensation Policy (the “Director Compensation Policy”).
Under the Director Compensation Policy, each non-employee director will receive the cash and equity compensation for board services described
below. The Company will also reimburse non-employee directors for reasonable, customary, and documented travel expenses to board or committee
meetings.
Cash
Compensation
Under
the Director Compensation Policy, each non-employee director of the Company will receive annual cash retainers, payable quarterly in
arrears and prorated for partial years of service, and equity awards as set forth below:
| Annual Retainer for Board Membership | |
| |
| Annual service on the Corvex Board | |
$ | 65,000 | |
| Additional retainer for annual service as non-executive chairperson or lead independent director | |
$ | 25,000 | |
| Additional Annual Retainer for Committee Membership | |
| | |
| Annual service as audit committee chairperson | |
$ | 25,000 | |
| Annual service as member of the audit committee (other than chairperson) | |
$ | 12,000 | |
| Annual service as compensation committee chairperson | |
$ | 20,000 | |
| Annual service as member of the compensation committee (other than chairperson) | |
$ | 10,000 | |
| Annual service as nominating and governance committee chairperson | |
$ | 18,000 | |
| Annual service as member of the nominating and governance committee (other than chairperson) | |
$ | 7,500 | |
Each
non-employee director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee
and not the annual fee as a member of the committee while serving as such chair. A non-employee director who serves as the non-executive
chair of the Board, or if there is no non-executive chair of the Board, the lead independent director, will receive the annual fee as
a non-employee director and the additional annual fee as the non-executive chair. All cash payments to outside directors are paid quarterly
in arrears on a pro-rated basis.
Equity
Compensation
Non-employee
directors will be entitled to receive all types of equity awards other than incentive stock options under the Company’s 2026 Equity
Incentive Plan (the “Plan”) (subject to approval of the Plan by the stockholders of the Company), including discretionary
awards not covered under the Director Compensation Policy. Under the Director Compensation Policy, on the first trading day following
December 31 of each year, each non-employee director will be granted an award to purchase an aggregate value of $135,000 of shares of
the Common Stock, on a pro-rated basis, with such number subject to equitable adjustment by the Board in the event of certain capitalization
adjustments (the “Annual Award”). The exercise price per share of such awards shall be the closing price of the Common Stock
on the grant date. The Annual Award will be scheduled to vest in full on the first anniversary of the date on which the Annual Award
is granted, subject to the non-employee director continuing to be a non-employee director through the applicable vesting date. Any RSUs
granted to a non-employee director that resigns or is not re-elected after expiration of his or her term will become vested through the
date of termination of service.
If
a change in control occurs, each non-employee director will fully vest in his or her outstanding equity awards immediately prior to the
change in control, subject to the non-employee director continuing to be a non-employee director through the date of the change in control.
Non-employee
directors may also be eligible to receive other compensation and benefits, as may be determined by the Board or any committee of the
Board designated by the Board with appropriate authority, as applicable, from time to time.
The
Board or any committee of the Board designated by the Board with appropriate authority, as applicable and in its discretion, may change
and revise the terms of the Annual Awards granted under the Director Compensation Policy, including, without limitation, the number of
shares subject to each award and type of award.
The
foregoing description of the Director Compensation Policy does not purport to be complete and is qualified in its entirety by reference
to the Director Compensation Policy, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by
reference.
Executive
Officers
Pursuant
to the Merger Agreement, effective immediately following the filing of the Company’s annual report on Form 10-K for the year ended
December 31, 2025, Jay Crystal will be appointed as Chief Executive Officer and John Mastrototaro will assume the role of Chief Operating
Officer.
Jay
Crystal has served as the Co-Chief Executive Officer and Co-Founder of Corvex and on the Corvex board of directors since October
2024. Prior to co-founding Corvex, Mr. Crystal previously co-founded and served as a board director of clean.io (now HUMAN Security,
Inc.) and configure8. Mr. Crystal also served in several management roles at AOL, Inc. and its successors and subsidiaries, including
as Director, Corporate Development and Vice President, Corporate Strategy and Partnerships, from 2010 to 2017. Mr. Crystal began his
career serving in growth equity, private equity, and investment banking roles at Staley Capital, American Capital and Banc of America
Securities between 2000 to 2010. Mr. Crystal received a Bachelor of Business Administration in Finance from The George Washington University.
Employment
Agreements
Jay Crystal Employment
Agreement
In connection with his
employment as Chief Executive Officer as of Closing and, following shareholder approval of the Conversion Proposal, as Co-Chief Executive
Officer of the Company, Mr. Crystal and the Company entered into an employment agreement (the “Crystal Employment Agreement”).
Pursuant to the Crystal Employment Agreement, Mr. Crystal will serve as Chief Executive Officer as of Closing until his transition to
Co-Chief Executive Officer in May 2026, with Mr. Crystal reporting directly to the Board in each such capacity. The Crystal Employment
Agreement provides that Mr. Crystal will be nominated to the Board at the Company’s annual shareholder meeting in May 2026 and will be
nominated for reelection during his employment period, provided such appointment shall be subject to shareholder approval
of the Conversion Proposal.
Pursuant to the Crystal
Employment Agreement, Mr. Crystal will receive an annual base salary of $500,000, payable in accordance with the Company’s normal payroll
schedule, subject to review by the Board no less frequently than annually. During his employment, Mr. Crystal will be entitled to participate
in benefits available generally to similarly-situated Company executives or employees pursuant to Company plans, policies, and programs.
As provided in the Crystal
Employment Agreement, following the Closing, the Company shall enter into a written agreement with Mr. Crystal pursuant to which Mr. Crystal
will be eligible for severance payments and benefits upon an involuntary termination of employment, subject to the terms of such agreement
(including, without limitation, the requirement to execute (and not revoke) a separation and release agreement in connection with receipt
of severance benefits). The parties have agreed to negotiate in good faith in order to enter into such severance agreement no later than
one hundred eighty (180) days following the Closing.
As a condition of Mr.
Crystal’s employment, Mr. Crystal is required to execute the Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition
Agreement.
Seth Demsey Agreement
In connection with the
Merger, Mr. Demsey and the Company entered into an agreement (the “Demsey Agreement”). As provided in the Demsey Agreement,
Mr. Demsey will be appointed to the Board effective as of the Closing, and subject to shareholder approval of the Conversion Proposal,
he will be appointed as Chairman of the Board. In connection with his service as a non-employee Board director, he will be paid in accordance
with the Company’s director compensation policy. The Demsey Agreement provides for an employment term commencing after shareholder
approval of the Conversion Proposal, at which time Mr. Demsey will commence his role as Co-Chief Executive Officer, reporting directly
to the Board.
Pursuant to the Demsey
Agreement, upon becoming Co-Chief Executive Officer, Mr. Demsey will receive an annual base salary of $500,000, payable in accordance
with the Company’s normal payroll schedule, subject to review by the Board no less frequently than annually, and will not receive any
additional compensation as a member of the Board. During his employment, Mr. Demsey will be entitled to participate in benefits available
generally to similarly-situated Company executives or employees pursuant to Company plans, policies, and programs.
As provided in the Demsey
Agreement, following the Closing, the Company shall enter into a written agreement with Mr. Demsey pursuant to which Mr. Demsey will be
eligible for severance payments and benefits upon an involuntary termination of his employment, subject to the terms of such agreement
(including, without limitation, the requirement to execute (and not revoke) a separation and release agreement in connection with receipt
of severance benefits). The parties have agreed to negotiate in good faith in order to enter into such severance agreement no later than
one hundred eighty (180) days following the Closing.
As a condition of Mr.
Demsey’s employment, Mr. Demsey will be required to execute the Confidential Information, Inventions Assignment, Non-Solicitation and
Non-Competition Agreement.
The
foregoing description of the Crystal Employment Agreement and Demsey Agreement does not purport to be complete and is qualified in its
entirety by reference to the agreements for Messrs. Demsey and Crystal, copies of which are filed as Exhibit 10.5 and Exhibit 10.6, respectively,
to this Current Report on Form 8-K and is incorporated herein by reference.
Indemnification
Agreements
In
connection with the Merger, each of Mr. Demsey and Mr. Crystal have entered into the Company’s standard form of indemnification
agreement, a copy of which is filed as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series
B Convertible Preferred Stock
On
March 19, 2026, Movano filed a Certificate of Designations of the Series B Preferred Stock with the Secretary of State of the State of
Delaware (the “Series B Certificate of Designations”) in connection with the Merger referenced in Item 1.01 above. The Series
B Certificate of Designations provides for the issuance of shares of Series B Preferred Stock.
Each
share of Series B Preferred Stock will automatically convert into 1,000 shares of Common Stock on March 31, 2026. The terms of the
Series B Preferred Stock include a beneficial ownership limitation pursuant to which the Company is not permitted to effect any conversion
of Series B Preferred Stock held by a holder to the extent that after giving effect to such issuance the holder and its affiliates would
beneficially own in excess of 19.99% of the outstanding shares of Common Stock.
Holders
of Series B Preferred Stock shall vote with holders of the Common Stock, and with any other shares of preferred stock that vote with
the Common Stock, with each holder of Series B Preferred Stock being entitled to a number of votes equal to the number of shares of Common
Stock to which such holder would be entitled upon the conversion of its Series B Preferred Stock (subject to the beneficial ownership
limitations found in the Certificate of Designations). Holders of Series B Preferred Stock are entitled to receive dividends on shares
of Series B Preferred Stock (on an as-if-converted-to-Common-Stock basis) equal to and in the same form, and in the same manner, as dividends
(other than dividends on shares of the Common Stock payable in the form of Common Stock pursuant to the Merger Agreement) actually paid
on shares of the Common Stock when, as and if such dividends (other than dividends payable in the form of Common Stock pursuant to the
Merger Agreement) are paid on shares of the Common Stock.
The
foregoing description of the Series B Preferred Stock does not purport to be complete and is qualified in its entirety by reference to
the Series B Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Series
C Non-Voting Convertible Preferred Stock
On
March 19, 2026, Movano filed a Certificate of Designations of the Series C Preferred Stock with the Secretary of State of the State of
Delaware (the “Series C Certificate of Designations”) in connection with the Merger referenced in Item 1.01 above. The Series
C Certificate of Designations provides for the issuance of shares of Series C Preferred Stock.
No
later than three business days following stockholder approval of the Conversion Proposal, each share of Series C Preferred Stock will
automatically convert into 1,000 shares of Common Stock. Holders of Series C Preferred Stock are entitled to receive dividends on shares
of Series C Preferred Stock (on an as-if-converted-to-Common-Stock basis) equal to and in the same form, and in the same manner, as dividends
(other than dividends on shares of the Common Stock payable in the form of Common Stock pursuant to the Merger Agreement) actually paid
on shares of the Common Stock when, as and if such dividends (other than dividends payable in the form of Common Stock pursuant to the
Merger Agreement) are paid on shares of the Common Stock.
Except
as otherwise required by law, the Series C Preferred Stock will have no voting rights. However, as long as any shares of Series C Preferred
Stock are outstanding, Movano will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the
Series C Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock or alter
or amend the Series C Certificate of Designations, amend or repeal any provision of, or add any provision to, the Company’s Amended
and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) or Amended and Restated Bylaws
of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series
of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions
provided for the benefit of the Series C Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment
to the Certificate of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (ii) issue
further shares of Series C Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series
C Preferred Stock, or (iii) enter into any agreement with respect to any of the foregoing.
The
foregoing description of the Series C Preferred Stock does not purport to be complete and is qualified in its entirety by reference to
the Series C Certificate of Designations, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
Series
D Non-Voting Convertible Preferred Stock
On
March 19, 2026, Movano filed a Certificate of Designations of the Series D Preferred Stock with the Secretary of State of the State of
Delaware (the “Series D Certificate of Designations”) in connection with the Merger referenced in Item 1.01 above. The Series
D Certificate of Designations provides for the issuance of shares of Series D Preferred Stock.
Each
share of Series D Preferred Stock will become convertible into 1,000 shares of Common Stock following stockholder approval of the Conversion
Proposal, at the option of the holder. The Series D Preferred Stock was issued to each former Corvex securityholder that elected to receive
Series D Preferred Stock in lieu of Series C Preferred Stock. The terms of the Series D Preferred Stock include a beneficial ownership
limitation pursuant to which the Company is not permitted to effect any conversion of Series D Preferred Stock held by a holder to the
extent that after giving effect to such issuance the holder and its affiliates would beneficially own in excess of 4.99% of the outstanding
shares of Common Stock, which may be increased or decreased at the holder’s option to a percentage not in excess of 19.99% upon
at least 61 days’ prior notice to the Company.
Except
as otherwise required by law, the Series D Preferred Stock will have no voting rights. Holders of Series D Preferred Stock are entitled
to receive dividends on shares of Series D Preferred Stock (on an as-if-converted-to-Common-Stock basis) equal to and in the same form,
and in the same manner, as dividends (other than dividends on shares of the Common Stock payable in the form of Common Stock pursuant
to the Merger Agreement) actually paid on shares of the Common Stock when, as and if such dividends (other than dividends payable in
the form of Common Stock pursuant to the Merger Agreement) are paid on shares of the Common Stock.
The
foregoing description of the Series D Preferred Stock does not purport to be complete and is qualified in its entirety by reference to
the Series D Certificate of Designations, a copy of which is filed as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated
herein by reference.
Corporate
Name Change to Corvex, Inc.
Certificate
of Amendment to Certificate of Incorporation
On
March 19, 2026, following the Merger, Movano filed an amendment to its Certificate of Incorporation to change its name to “Corvex,
Inc.”, effective March 23, 2026. Stockholder approval of the name change was not required pursuant to Section 242(b) of the General
Corporation Law of the State of Delaware.
The
foregoing description of the Certificate of Amendment to the Certificate of Incorporation is qualified in its entirety by reference to
the full text of the Certificate of Amendment, as filed with the Secretary of State of the State of Delaware, attached as Exhibit 3.4
and incorporated herein by reference.
Amended
and Restated Bylaws
The
Bylaws of the Company have similarly been updated to reflect the name change and certain other matters, effective March 23, 2026. The
Company’s common stock will continue to trade on The Nasdaq Stock Market LLC under the symbol “MOVE” and its CUSIP
number will not change.
The
foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and
Restated Bylaws, attached as Exhibit 3.5 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
March 19, 2026, the Company issued a press release announcing its entry into the Merger Agreement, the consummation of the Merger. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1
to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore,
the information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1
to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities
Act.
Cautionary
Note Regarding Forward Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include
all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potentially,” or “will” or
similar expressions and the negatives of those terms. These statements include, but are not limited to, statements relating to the Merger
and the expected effects, perceived benefits or opportunities thereof; stockholder approval of the shares of Common Stock issuable upon
conversion of the Series C Preferred Stock and Series D Preferred Stock; stockholder approval of the Meeting Proposals; the future operations
and pipeline, estimates of financial position, competitive landscape, addressable market and strategic and financial initiatives of the
Company after the Merger; the nature, strategy and focus of the Company after the Merger; the nature, strategy and focus of the Company
after the Merger; and expectations regarding the trading of the Company’s stock on Nasdaq after the Merger. All statements other
than statements of historical fact contained in this report are forward-looking statements. In addition, any statements that refer to
projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking
statements. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections, as well as
the beliefs and assumptions of management, concerning future developments and their potential effects. There can be no assurance that
future developments affecting Movano, Corvex, or the Merger will be those that have been anticipated. Actual results could differ materially
from those expressed or implied by the forward-looking statements due to a number of risks and uncertainties. Actual results could differ
materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including
the risks and uncertainties described in the Company’s SEC reports, and under the heading “Risk Factors” in its most
recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available at www.sec.gov and in other filings the Company
makes and will make with the SEC. The forward-looking statements contained herein speak only as of the date hereof. Except as required
by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances
after the date hereof.
Item
9.01 - Financial Statements and Exhibits.
(a) Financial
statements of business acquired
The
Company intends to include the financial statements required by this Item 9.01(a) in an amendment to this Current Report on Form 8-K
no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro
forma financial information
The
Company intends to include the pro forma financial information required by this Item 9.01(b) in an amendment to this Current Report on
Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 2.1+ |
|
Amended and Restated Agreement and Plan of Merger, dated as of March 19, 2026, by and among Movano Inc., Corvex, Inc., and Thor Merger Sub. |
| |
|
|
| 3.1 |
|
Certificate of Designations for Series B Preferred Stock. |
| |
|
|
| 3.2 |
|
Certificate of Designations for Series C Non-Voting Preferred Stock. |
| |
|
|
| 3.3 |
|
Certificate of Designations for Series D Non-Voting Preferred Stock. |
| |
|
|
| 3.4 |
|
Certificate of Amendment to Third Amended and Restated Certificate of Incorporation. |
| |
|
|
| 3.5 |
|
Second Amended and Restated Bylaws of Corvex, Inc. |
| |
|
|
| 10.1 |
|
Form of Support Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 10, 2025). |
| |
|
|
| 10.2 |
|
Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 10, 2025). |
| |
|
|
| 10.3 |
|
Third Amendment to Loan Agreement, dated March 19, 2026, by and between Movano Inc. and Evie Holdings, LLC |
| |
|
|
| 10.4* |
|
Corvex, Inc. Director Compensation Policy. |
| |
|
|
| 10.5* |
|
Employment Agreement, dated as March 19, 2026, by and between the Company and Seth Demsey. |
| |
|
|
| 10.6* |
|
Employment Agreement, dated as March 19, 2026, by and between the Company and Jay Crystal. |
| |
|
|
| 10.7* |
|
Form of Indemnification Agreement. |
| |
|
|
| 99.1 |
|
Press Release, dated March 19, 2026 (furnished herewith pursuant to Item 7.01). |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
Indicates management contract or compensatory plan.
+
The schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A
copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
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: March 19, 2026 |
By: |
/s/ J Cogan |
| |
|
J Cogan |
| |
|
Chief Financial Officer |
Exhibit 99.1
CORVEX ANNOUNCES CLOSING OF ALL-STOCK MERGER
| ● | Upon the 2026 Stockholders’ Meeting
to be held in May 2026, subject to approval by the stockholders and board of directors of the Company, Corvex will be led by Jay Crystal
and Seth Demsey as Co-Chief Executive Officers, Co-Founders and Directors. |
| ● | Movano Inc. to be renamed Corvex, Inc. and
continue to trade on The Nasdaq Stock Market under the symbol “MOVE” after the Merger. |
| ● | Prior to the Merger, Corvex, together with
Movano, raised $40.2 million to expand its pure play platform for secure, high-performance AI Infrastructure. |
ARLINGTON, VA, March 19, 2026—Corvex,
Inc. (“Corvex” or the “Company”), an AI cloud computing company specializing in GPU-accelerated infrastructure
for AI workloads, today announced the completion of an all-stock merger (the “Merger”) with Movano Inc. (“Movano”).
The Merger marks the culmination of Corvex’s plan to enter the public markets and underscores its emerging leadership addressing the three
defining challenges of the AI era—more scale, more efficiency, and more security—via its Amplified AI Cloud™ platform.
As global demand for reliable and secure AI computing accelerates, Corvex offers investors differentiated exposure to the infrastructure
layer powering the AI innovators of today and tomorrow. In connection with the Merger, the combined company will be renamed Corvex, Inc.,
effective March 23, 2026, and will continue to trade on Nasdaq under the ticker symbol “MOVE”.
Pursuant to the Merger Agreement, the Company today also announced a stock dividend payable to holders of outstanding shares of Movano’s
common stock, par value $0.0001 per share (the “Common Stock”) of 0.358 share of Common Stock for every share of outstanding
Common Stock (collectively, the “Stock Dividend”). The Stock Dividend will be issuable to stockholders of record at the close
of business on March 30, 2026 and will be distributed and allocated on April 6, 2026.
About Corvex
Corvex is an engineering-led, AI computing platform
specializing in GPU-accelerated infrastructure for AI workloads. Corvex’s mission is to become the trusted infrastructure partner
for AI model training and inference.
Corvex’s platform allows organizations to
leverage the advantage of AI by providing secure, scalable, and cost-efficient computational resources. Corvex’s infrastructure
leverages advanced GPU-accelerated compute clusters, high-throughput storage systems and layered architecture to provide enhanced
security, consistent performance and efficiency at scale.
Corvex provides a range of capabilities, including:
| ● | AI Factories and GPU Clusters: Corvex’s
integrated computing and data-center platform is designed to deliver artificial intelligence workloads at scale by combining high-performance AI
accelerators, networking, power, cooling, and systems software to support reliable and cost-efficient production AI training and
inference. Deployments may be delivered using managed Kubernetes or as bare metal, and operated on-premise or in multi-tenant or
single-tenant configurations that are compliant with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)
and SOC 2 Type II (“SOC 2”). |
| ● | Confidential Computing: Confidential computing
is designed to protect customers’ valuable intellectual property and enhance compliance with data security mandates. The
company’s patent-pending Corvex Secure Model Weights product enables AI model builders and security-conscious enterprises to safely
deploy inference workloads on third-party GPU infrastructure without exposing their model weights via the integration of Trusted Execution
Environments, post-quantum key exchange, and remote attestation. |
| ● | Token Factory: Currently in development, Token Factory is expected
to provide access to premium open-source AI models through simplified API integration and a performance-optimized inference engine operating
on automatically scaling infrastructure. The platform is designed to improve performance and reduce per-token inference costs relative
to certain alternatives by leveraging a proprietary inference engine and custom orchestration logic intended to maximize compute resource
utilization when serving multiple models concurrently. The Company intends for Token Factory to achieve SOC 2 Type II certification and
to support HIPAA-compliant deployments.
Corvex is headquartered in Arlington, Virginia. For more information, visit https://corvex.ai. |
Management and Board of Directors
Upon the 2026 Stockholders’ Meeting, subject
to approval by the stockholders and board of directors of the Company, Corvex will be led by Jay Crystal and Seth Demsey as Co-Chief Executive
Officers, Co-Founders and Directors.
Following the Merger, the Company’s board
of directors will initially consist of five members: Seth Demsey, Emily Wang Fairbairn, Brian Cullinan, Rubén Caballero and John
Mastrototaro.
About the Merger
Pursuant to the terms of the Amended and Restated
Agreement and Plan of Merger, dated March 19, 2026 (the “Merger Agreement”), Thor Merger Sub Inc., a wholly-owned subsidiary
of Movano, merged with and into Corvex, with Corvex surviving as a wholly-owned subsidiary of Movano. At the Closing of the Merger, Movano
issued to the securityholders of Corvex (i) 240.562 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series
B Preferred Stock”), representing, on an as converted basis, no more than 19.9% of the outstanding shares of Common Stock, immediately
prior to the Closing of the Merger, (ii) 23,551.5195 shares of Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per
share (the “Series C Preferred Stock”) and 30,227.0524 shares of Series D Non-Voting Convertible Preferred Stock, par value
$0.0001 per share (the “Series D Preferred Stock”), and together with the Series B Preferred Stock and the Series C Preferred
Stock (the “Preferred Stock”).
Each share of Series B Preferred Stock will automatically
convert into 1,000 shares of Common Stock on March 31, 2026, which is the business day following the March 30, 2026 record date of the
Stock Dividend. The conversion of the Series C Preferred Stock and Series D Preferred Stock into shares of Common Stock remains subject
to stockholder approval in accordance with Nasdaq Listing Rules. The Company expects to hold a meeting of its stockholders no later than
May 31, 2026 (the “2026 Stockholders’ Meeting”), at which stockholders will be requested to vote on, among other matters,
(i) the conversion of the Series C Preferred Stock and Series D Preferred Stock into shares of Common Stock in accordance with Nasdaq
Listing Rule 5635 (the “Conversion Proposal”), (ii) the issuance of the underlying Common Stock upon exercise of Corvex options
issued and outstanding prior to the Closing, (iii) the election of Jay Crystal as a Class III director, (iv) the election of two Class
II directors, (v) the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting
firm for the year ending December 31, 2026, (vi) the approval of the Corvex, Inc. 2026 Employee Incentive Plan and (vii) the approval
of the Corvex, Inc. 2026 Employee Stock Purchase Plan. Upon shareholder approval of the Conversion Proposal, each share of Series C Preferred
Stock will automatically convert into 1,000 shares of Common Stock and each share of Series D Preferred Stock will be convertible into
1,000 shares of Common Stock. The Series D Preferred Stock was issued to each former Corvex securityholder that elected to receive Series
D Preferred Stock in lieu of Series C Preferred Stock and includes a beneficial ownership limitation of 4.99% of the outstanding shares
of Common Stock, which may be increased or decreased at the holder’s option to a percentage not in excess of 19.99% upon at least
61 days’ prior notice to the Company.
The Merger is intended to qualify as a “reorganization”
within the meaning of Section 368(a) of the Internal Revenue Code for U.S. federal income tax purposes.
Trading Information
The Company’s Common Stock will continue
to trade on The Nasdaq Stock Market LLC under the ticker symbol “MOVE.”
Advisors
Chardan acted as exclusive M&A advisor to
Corvex in connection with the Merger, and JonesTrading Institutional Services LLC also served as an advisor to Corvex. DLA Piper LLP (US)
served as legal counsel to Corvex. K&L Gates LLP served as legal counsel to Movano. Goodwin Procter LLP served as legal counsel to
Chardan.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well
as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally
be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements
include, but are not limited to, statements relating to the Merger and the expected effects, perceived benefits or opportunities thereof;
stockholder approval of the shares of Common Stock issuable upon conversion of the Series C Preferred Stock and Series D Preferred Stock;
stockholder approval of the Meeting Proposals; the future operations and pipeline, estimates of financial position, competitive landscape,
addressable market and strategic and financial initiatives of the Company after the Merger; the nature, strategy and focus of the Company
after the Merger; and expectations regarding the trading of the Company’s stock on Nasdaq after the Merger. All statements other
than statements of historical fact contained in this press release are forward-looking statements. In addition, any statements that refer
to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking
statements. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections, as well as
the beliefs and assumptions of management, concerning future developments and their potential effects. There can be no assurance that
future developments affecting Movano, Corvex, or the Merger will be those that have been anticipated. Actual results could differ materially
from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including the risks and
uncertainties described in the Company’s SEC reports, and under the heading “Risk Factors” in its most recent Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available at www.sec.gov and in other filings the Company makes and
will make with the SEC. The forward-looking statements contained herein speak only as of the date of this press release. Except as required
by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances
after the date of this press release.
Contacts
Investor Contact
Jay Crystal, Chief Executive Officer and Co-Founder
of Corvex, Inc.
Email: investor-relations@corvex.ai
Media Contact
Chris Donahoe, Stillpoint
corvex.media@stillpointglobaladvisors.com