[8-K] Movano Inc. Reports Material Event

Rhea-AI Filing Summary

Movano Inc. filed an 8-K disclosing a corporate action dated October 8, 2025. The filing notes a Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation became effective on October 8, 2025 and that a press release dated the same day is furnished with the report. The submission also indicates interactive XBRL data is embedded.

The filing text provided here does not state the content of the amendment (for example, changes to authorized shares, classes, or rights), nor does it include financial metrics, transaction terms, or forward-looking statements. Because the filing references an amendment and a contemporaneous press release, investors should review the actual amendment text and the press release for details on what corporate terms changed and any stated rationale or effects on equity structure.

Positive

• Company disclosed corporate action by furnishing an 8-K and a press release dated October 8, 2025
• Interactive XBRL data embedded which supports structured review of the filing

Negative

• Substantive amendment details are not included in the provided text, preventing assessment of material impact
• No financial or transactional terms disclosed to evaluate dilution or governance effects

Insights

Corporate Governance Analyst

TL;DR: A charter amendment was effective on October 8, 2025, but the filing excerpt omits the substantive terms.

The company executed a Certificate of Amendment to its charter that became effective on October 8, 2025. Charter amendments commonly alter authorized share counts, classes, or shareholder rights; such changes can affect dilution, voting power, or corporate flexibility.

Because the provided content does not disclose the amendment’s specifics, the principal near-term action for investors is to read the furnished press release and the amendment text to determine the nature and magnitude of the change. If the amendment changes authorized shares or creates a new class, monitor subsequent filings that implement or use those changes within the next few weeks.

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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 8, 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 3.03 Material Modification to Rights of Security Holders 

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

As previously disclosed, at the 2025 Annual Meeting of Stockholders of Movano Inc. (the “Company”) held 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 (the “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 (the “Common Stock”) 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. On September 24, 2025, subject to the approval of the proposal by the Company’s stockholders, the Board approved the Reverse Stock Split at a ratio of one-for-ten.

On October 8, 2025, Company filed with the Secretary of State of the State of Delaware an amendment to the Certificate of Incorporation to effect the Reverse Stock Split (the “Amendment”), to be effective at 12:01 a.m. Eastern Time on October 10, 2025. On October 10, 2025, the Common Stock will begin trading on a split-adjusted basis under a new CUSIP, 62459M 305. The Reverse Stock Split will not change the number of authorized shares of Common Stock or the par value per share of the Common Stock.

When the Reverse Stock Split becomes effective, every 10 shares of Common Stock will automatically be reclassified and combined into one share of Common Stock. The Reverse Stock Split will reduce the number of issued and outstanding shares of Common Stock from approximately 8.3 million to approximately 0.8 million.

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive cash in lieu of any fractional interests, after aggregating all the fractional interests of a holder resulting from the Reverse Stock Split.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 7.01 Regulation FD Disclosure

On October 8, 2025, the Company issued a press release announcing the Reverse Stock Split, a copy of which is furnished as an exhibit 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.

Item 9.01 Financial Statements and Exhibits.

Exhibits

The following exhibits are filed herewith:

Exhibit No.		Exhibit Description
3.1		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company, effective October 8, 2025
99.1		Press Release dated October 8, 2025, furnished herewith
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 8, 2025	By:	/s/ J Cogan
		J Cogan
		Chief Financial Officer

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FAQ

What did Movano (MOVE) file on October 8, 2025?

Movano filed an 8-K showing a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation became effective on October 8, 2025, and a press release dated the same day was furnished.

Does the filing specify what the Certificate of Amendment changes?

No. The provided excerpt does not state the amendment’s terms (for example, authorized shares, classes, or rights).

Where can I find the amendment details referenced in the 8-K?

Review the furnished press release and the full 8-K exhibit attachments for the complete text of the Certificate of Amendment.

Is there any financial data or transaction value disclosed in this 8-K excerpt?

No. The excerpt contains no financial metrics, transaction amounts, or earnings information.

Should investors be concerned about dilution from this amendment?

It is not possible to assess dilution from the provided text. Investors should check the amendment text for changes to authorized shares or classes.