Movano Inc. (MOVE) flagged by Nasdaq for equity shortfall amid reverse split plan

Rhea-AI Filing Summary

Movano Inc. reported that Nasdaq has notified the company it is not compliant with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity to remain listed on The Nasdaq Capital Market. Movano’s latest Form 10-Q for the quarter ended June 30, 2025 reported stockholders’ equity of about $1.637 million, which is below this threshold.

The company recently regained compliance with Nasdaq’s periodic filing rule by filing its delayed Form 10-Qs for the quarters ended March 31, 2025 and June 30, 2025. Shareholders have also approved a potential reverse stock split at a ratio between one-for-two and one-for-fifteen, and Movano expects to carry out the reverse split and meet Nasdaq’s $1.00 per share bid-price requirement by October 30, 2025. Movano plans to submit a written plan to Nasdaq’s Hearings Panel by October 8, 2025 to address the equity deficiency, but there is no assurance its stock will retain its Nasdaq listing.

Positive

• None.

Negative

• Nasdaq equity deficiency and delisting risk: Movano’s reported stockholders’ equity of about $1.637 million as of June 30, 2025 is below Nasdaq’s $2,500,000 minimum, and the company warns there is no assurance it will regain full compliance or avoid delisting from The Nasdaq Capital Market.

Insights

Equity & Listing Standards Analyst

Nasdaq equity shortfall and listing risk create a meaningful overhang for Movano.

Movano Inc. has disclosed a Nasdaq notice that it fails the stockholders’ equity requirement of at least $2,500,000. Its Form 10-Q for the quarter ended June 30, 2025 shows stockholders’ equity of about $1.637 million, which is materially below that threshold and serves as an additional basis for potential delisting by the Nasdaq Hearings Panel.

The company has taken steps on other fronts. It regained compliance with the periodic filing rule by submitting its March 31 and June 30 2025 Form 10-Qs on September 24, 2025. Shareholders approved a reverse stock split at a ratio between one-for-two and one-for-fifteen, and Movano expects to implement this and demonstrate compliance with the $1.00 bid-price rule by October 30, 2025.

The near-term focus is on Movano’s written plan to the Nasdaq Panel, due by October 8, 2025, explaining how it will restore stockholders’ equity to required levels. The company clearly states there can be no assurance of further compliance periods or ultimate compliance with all listing standards, so the outcome for its Nasdaq Capital Market listing remains uncertain based on this information.

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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): October 1, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On October 1, 2025, Movano Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq Stock Market (“Nasdaq”) indicating that it is 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 serves 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.

As previously disclosed, the Panel previously determined to grant the Company’s request to continue its listing on Nasdaq, subject to (i) the Company regaining compliance with Listing Rule 5250(c)(1), requiring the timely filing of periodic reports (the “Periodic Filing Rule”), by filing its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025 on or before September 30, 2025, and (ii) the Company demonstrating compliance with Listing Rule 5550(a)(2), requiring the maintenance of $1.00 per share bid price (the “Bid Price Rule”), on or before October 30, 2025. On September 24, 2025, the Company successfully filed its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025 to regain compliance with the Periodic Filing Rule. On September 26, 2025, the stockholders of the Company approved a proposal to authorize the Company’s Board of Directors (the “Board”) to amend the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 per share, at a ratio between one-for-two and one-for-fifteen, with the ultimate ratio to be determined by the Board in its sole discretion. The Company expects to effect the Reverse Stock Split and demonstrate compliance with the Bid Price Rule on or prior to the October 30, 2025, deadline described above.

The Notice provides that the Panel will consider the Stockholders’ Equity Requirement in its decision regarding the Company’s continued listing on The Nasdaq Capital Market and provides that the Company may present its views with respect to this deficiency in writing to the Panel no later than October 8, 2025. Accordingly, the Company intends to present a written plan of compliance to the Panel with respect to the Stockholders’ Equity Requirement on or before such deadline. There can be no assurance that the Panel will grant the Company any further compliance period for the Stockholders’ Equity Requirement or that, in the event a compliance period is provided, that the Company will ultimately regain compliance with all applicable requirements for continued listing of its common stock on The Nasdaq Capital Market.

Caution Regarding Forward-Looking Statements

This report 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 Company’s expected communications with the Nasdaq Panel and plan to regain compliance with Nasdaq’s rules and the timing thereof. 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 but not limited to Nasdaq’s acceptance of the Company’s compliance plan and the duration of any extension that may be granted by Nasdaq; the potential inability to meet Nasdaq’s requirements; uncertainties associated with the Company’s ability to regain compliance with the Stockholders’ Equity Requirement and the Bid Price Rule; the possibility of additional delays in the filing of the Company’s other SEC filings; and the other 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. The forward-looking statements contained herein speak only as of the date of this report. 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 report.

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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: October 3, 2025	By:	/s/ J Cogan
		J Cogan
		Chief Financial Officer

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FAQ

Why did Movano Inc. (MOVE) receive a Nasdaq deficiency notice?

Movano received a written notice from Nasdaq’s Listing Qualifications Department stating it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market. Movano’s Form 10-Q for the quarter ended June 30, 2025 reported stockholders’ equity of about $1.637 million, below this requirement.

What Nasdaq listing rules currently affect Movano Inc. (MOVE)?

Movano’s listing status involves several Nasdaq rules. It previously needed to regain compliance with the periodic filing rule (Listing Rule 5250(c)(1)) and has now filed its delayed Form 10-Qs. It must also meet the minimum $1.00 bid-price rule (Listing Rule 5550(a)(2)) by October 30, 2025, and it currently fails the stockholders’ equity requirement of $2,500,000 under Listing Rule 5550(b)(1).

How is Movano Inc. (MOVE) addressing Nasdaq’s bid-price requirement?

On September 26, 2025, Movano stockholders approved a proposal authorizing the Board to implement a reverse stock split of the common stock at a ratio between one-for-two and one-for-fifteen, with the exact ratio to be set by the Board. The company expects to effect the reverse stock split and demonstrate compliance with Nasdaq’s $1.00 per share bid-price rule on or before October 30, 2025.

What steps has Movano Inc. (MOVE) taken to regain compliance with Nasdaq filing rules?

To regain compliance with Nasdaq’s periodic filing rule, Movano filed its previously delayed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025 on September 24, 2025. This satisfied the condition from the Nasdaq Hearings Panel related to timely filing of periodic reports.

What is Movano Inc.’s (MOVE) plan regarding the Nasdaq Hearings Panel?

The Nasdaq notice states that the Hearings Panel will consider the stockholders’ equity deficiency in its decision about Movano’s continued listing. The company may present its views in writing by October 8, 2025, and it intends to submit a written plan of compliance by that date addressing how it will meet the stockholders’ equity requirement.

Is there any assurance that Movano Inc. (MOVE) will remain listed on Nasdaq?

Movano explicitly notes that there can be no assurance the Nasdaq Hearings Panel will grant any further compliance period for the stockholders’ equity requirement, or that the company will ultimately regain compliance with all applicable requirements for continued listing of its common stock on The Nasdaq Capital Market.