Movano (NASDAQ: MOVE) wins OK for reverse split, major share boost

Rhea-AI Filing Summary

Movano Inc. reported the results of its 2025 Annual Meeting of Stockholders held on September 26, 2025. Stockholders elected Emily Wang Fairbairn and Michael Leabman as Class I directors for three-year terms. They also approved amendments to the certificate of incorporation authorizing the board to implement a reverse stock split at a ratio between 1-for-2 and 1-for-15, at the board’s discretion within one year. In addition, stockholders approved increasing authorized common shares from 500,000,000 to 2,000,000,000, raising the total authorized capital stock. Stockholders also ratified the appointment of RBSM LLP as the independent registered public accounting firm for 2025.

Positive

• None.

Negative

• Stockholders approved increasing authorized common shares from 500,000,000 to 2,000,000,000, which significantly expands the potential for future equity dilution depending on issuance decisions.
• Approval of a 1-for-2 to 1-for-15 reverse stock split range gives the board broad discretion to alter share count and trading price, which can affect existing holders’ share quantities.

Insights

Equity & Capital Structure Analyst

Shareholders approved a wide reverse split range and a fourfold increase in authorized shares, expanding Movano’s potential equity issuance capacity.

The meeting outcomes give Movano Inc. significant flexibility over its capital structure. Stockholders approved reverse stock split ratios between 1-for-2 and 1-for-15, with one ratio to be chosen by the board on or before the one-year anniversary of the September 26, 2025 meeting. This tool can be used to adjust the share price and share count if the board decides conditions warrant it.

Stockholders also approved a Certificate of Amendment increasing authorized common stock from 500,000,000 to 2,000,000,000 shares, which materially raises the ceiling for future equity issuance. This can support capital raising, equity compensation, or strategic transactions, but it also introduces the possibility of substantial future dilution depending on how many shares are actually issued. The strong support for these items, along with ratification of RBSM LLP as auditor for 2025, clarifies the governance backdrop for any future financing decisions.

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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				--

1

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

FAQ

What did Movano Inc. (MOVE) announce from its 2025 Annual Meeting results?

Movano Inc. reported that stockholders elected two Class I directors for three-year terms, approved a reverse stock split range, increased authorized common shares, and ratified the 2025 auditor.

Which directors were elected at Movano Inc. (MOVE)'s 2025 Annual Meeting?

Stockholders elected Emily Wang Fairbairn and Michael Leabman as Class I directors to serve three-year terms on Movano Inc.’s board.

What reverse stock split did Movano Inc. (MOVE) stockholders approve?

Stockholders approved amendments allowing a reverse stock split of common stock at ratios between 1-for-2 and 1-for-15, with one ratio to be selected by the board within one year of the 2025 meeting.

How did Movano Inc. (MOVE) change its authorized share count?

Stockholders approved a Certificate of Amendment increasing authorized common stock from 500,000,000 to 2,000,000,000 shares, also increasing total authorized capital stock.

Who is Movano Inc. (MOVE)'s independent auditor for 2025?

Stockholders ratified the appointment of RBSM LLP as Movano Inc.’s independent registered public accounting firm for 2025.

What were the voting results on Movano Inc. (MOVE)'s reverse split proposal?

The reverse stock split authorization received 4,452,433 votes for, 489,459 against, and 210,135 abstentions.

How many votes supported increasing Movano Inc. (MOVE)'s authorized common stock?

The share increase proposal received 4,572,312 votes for, 530,672 against, and 49,043 abstentions.