Movano Inc. (Nasdaq: MOVE) holders back share boost and plan changes at meeting

Rhea-AI Filing Summary

Movano Inc. reported that on December 16, 2025, stockholders approved several proposals at a special meeting that significantly expand its ability to issue equity.

Stockholders approved issuing more than 20% of the company’s issued and outstanding common shares under a ChEF Purchase Agreement with Chardan Capital Markets, LLC, as required by Nasdaq Listing Rule 5635(d). They also approved increasing authorized common stock from 500,000,000 to 2,500,000,000 shares and adopted Amendment No. 3 to the 2019 Omnibus Incentive Plan. In addition, stockholders approved the possible adjournment of the special meeting to permit further solicitation of proxies if necessary.

Positive

• None.

Negative

• Stockholders authorized issuing more than 20% additional common shares under a ChEF Purchase Agreement and increased authorized common stock from 500,000,000 to 2,500,000,000 shares, expanding potential dilution.

Insights

Equity structure analyst

Stockholder approvals greatly expand Movano’s share issuance capacity, raising dilution risk while supporting existing equity arrangements.

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. This satisfies Nasdaq Listing Rule 5635(d), which requires stockholder approval for sizeable issuances, and permits the company to move forward with that agreement if it chooses.

Stockholders also raised authorized common stock from 500,000,000 to 2,500,000,000 shares, a fivefold increase in capacity. While this change does not itself issue new shares, it creates significant room for future equity financings or other share-based transactions, which could be dilutive if large amounts are later issued.

In parallel, adoption of Amendment No. 3 to the 2019 Omnibus Incentive Plan indicates continued use of equity-based compensation. Combined with the larger authorization and the approval tied to the ChEF Purchase Agreement, these steps point to greater flexibility to use stock in financing and compensation, with actual impact depending on how much of this capacity is ultimately utilized.

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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): 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 of Movano Inc. approved four key items: issuing more than 20% of issued and outstanding common shares under a ChEF Purchase Agreement, increasing authorized common stock to 2,500,000,000 shares, adopting Amendment No. 3 to the 2019 Omnibus Incentive Plan, and authorizing the potential adjournment of the special meeting to solicit additional proxies.

How much did Movano (MOVE) increase its authorized common stock?

Stockholders approved a Certificate of Amendment increasing authorized common stock from 500,000,000 shares to 2,500,000,000 shares, and correspondingly increasing the total number of authorized shares of all capital stock of the company.

What is the ChEF Purchase Agreement referenced by Movano (MOVE)?

The company disclosed a ChEF Purchase Agreement with Chardan Capital Markets, LLC, entered into on November 6, 2025. Stockholders approved, for Nasdaq Listing Rule 5635(d) purposes, the issuance of more than 20% of Movano’s issued and outstanding common stock pursuant to that agreement.

How did Movano (MOVE) stockholders vote on Amendment No. 3 to the 2019 Omnibus Incentive Plan?

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

Did Movano (MOVE) stockholders approve the option to adjourn the special meeting?

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