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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):
August 27, 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 7.01 Regulation FD Disclosure
On August 28, 2025, Movano Inc. (the “Company”)
issued a press release announcing the receipt of a notification from The Nasdaq Stock Market LLC that the Nasdaq Hearings Panel has granted the
Company an extension to regain compliance with Nasdaq Listing Rules 5250(c)(1) and 5550(a)(2). A copy of such press release is furnished
as Exhibit 99.1 to this report.
The information in this Item 7.01, including Exhibit
99.1 to this report, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section or Sections 11 and 12(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 7.01 and Exhibit
99.1 shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.
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 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 the potential inability to meet Nasdaq’s requirements; uncertainties
associated with the Company’s preparation of its delinquent filings; the possibility of additional delays in the filing of
the delinquent filings and 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.
Item 9.01 Financial Statements and Exhibits.
Exhibits
The following exhibits are filed herewith:
| Exhibit No. |
|
Exhibit Description |
| 99.1 |
|
Press Release dated August 28, 2025 furnished herewith |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 28, 2025 |
By: |
/s/ J Cogan |
| |
|
J Cogan |
| |
|
Chief Financial Officer |
