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2025-09-26
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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):
September 26, 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 5.07 Submission of Matters to a Vote of
Security Holders.
On September 26, 2025, Movano Inc. (the “Company”)
held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). The certified results of each of the matters voted
upon at the 2025 Annual Meeting, which are more fully described in the Company’s Proxy Statement for the 2025 Annual Meeting as
filed with the Securities and Exchange Commission on August 29, 2025, follow.
The Company’s stockholders elected the two
nominees to the Company’s Board of Directors to serve for three-year terms as Class I directors, with the votes cast as follows:
| Director Name | |
For | | |
Withheld | | |
Broker
Non-Votes | |
| Emily Wang Fairbairn | |
| 750,312 | | |
| 315,393 | | |
| 4,086,322 | |
| Michael Leabman | |
| 1,030,839 | | |
| 34,866 | | |
| 4,086,322 | |
The Company’s stockholders approved amendments
to the Company’s certificate of incorporation (the “Certificate of Incorporation”) effecting reverse stock splits of
its common stock at ratios between 1-for-2 and 1-for-15, inclusive, one of which reverse stock split ratios will be chosen, at the discretion
of the Company’s Board of Directors on or prior to the one-year anniversary of the date of the 2025 Annual Meeting, and the remainder
of which reverse stock split ratios will be abandoned, with votes cast as follows:
| For |
|
|
Against |
|
|
|
Abstain |
|
|
|
Broker Non-Votes |
|
| 4,452,433 |
|
|
489,459 |
|
|
|
210,135 |
|
|
|
-- |
|
The Company’s stockholders approved a Certificate
of Amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 2,000,000,000
shares, with votes cast as follows (and correspondingly increasing the total number of authorized shares of all capital stock of the Company):
| For |
|
|
Against |
|
|
|
Abstain |
|
|
|
Broker Non-Votes |
|
| 4,572,312 |
|
|
530,672 |
|
|
|
49,043 |
|
|
|
-- |
|
The Company’s stockholders ratified the
appointment of RBSM LLP as the Company’s independent registered public accounting firm for 2025, with votes cast as follows:
| For |
|
|
Against |
|
|
|
Abstain |
|
|
|
Broker Non-Votes |
|
| 5,025,298 |
|
|
83,248 |
|
|
|
43,481 |
|
|
|
-- |
|
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: September 29, 2025 |
By: |
/s/ J Cogan |
| |
|
J Cogan |
| |
|
Chief Financial Officer |
2
