false
0001734750
0001734750
2025-08-21
2025-08-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 21, 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 August 21, 2025, Movano Inc. (the “Company”)
received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”)
indicating that because the Company had not yet filed its Form 10-Q for the quarterly period ended June 30, 2025 (the “Form 10-Q”),
the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”) requiring Nasdaq-listed companies
to timely file all periodic financial reports with the Securities and Exchange Commission (the “SEC”). The Form 10-Q was due
on August 14, 2025.
The Company appealed its previously
announced delisting determination at a hearing with the Nasdaq Hearing Panel (the “Panel”) on August 19, 2025 during
which the Company submitted a plan to regain compliance with the Filing Requirement and the $1.00 Minimum Bid Price requirement set
forth in Nasdaq Listing Rule 5550(a)(2) (the “Compliance Plan”). The Company is awaiting the determination of the Panel
and will be providing an update to the Panel as required. There can be no assurance that the Panel will grant the Company’s request for a stay of the suspension of the
Company’s securities from trading on the Nasdaq Capital Market to allow for the Company to execute its Compliance Plan or that
the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.
Item 7.01 Regulation FD Disclosure
The information contained in Item 3.01 of this
Current Report on Form 8-K is incorporated herein by reference.
On August 22, 2025, the Company issued a press
release announcing the receipt of the Notice, a copy of which is furnished as Exhibit 99.1 t 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 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 preparation of the delinquent filing; 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 22, 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 22, 2025 |
By: |
/s/ J Cogan |
| |
|
J Cogan |
| |
|
Chief Financial Officer |
3
