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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
June 24, 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 Number) |
6800 Koll Center Parkway
Pleasanton, CA 94566
(Address of principal executive offices)
(415) 651-3172
(Registrant’s telephone number, including
area code)
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 obligations 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 240.14d-2(b) |
| ☐ | 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, par value $0.0001 |
|
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 4.01 Changes in Registrant’s Certifying Accountant.
As previously reported on May 16, 2025, the Board of Directors of Movano
Inc. (the “Company”) has initiated a process to explore strategic alternatives, including a sale, merger or similar transaction
involving the Company, to maximize shareholder value. On June 24, 2025, the Company was formally notified that Moss Adams LLP (“Moss
Adams”), the Company’s former independent registered public accounting firm, resigned effective June 24, 2025.
The audit reports of Moss Adams on the Company’s consolidated
financial statements for the years ended December 31, 2024 and 2023, did not contain an adverse opinion or a disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting principles, except to the extent such reports contained an
explanatory paragraph regarding a going concern uncertainty.
During the years ended December 31, 2024 and 2023, and the subsequent
interim period through the effective date of the resignation of Moss Adams, there were no (a) disagreements with Moss Adams on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moss
Adams’ satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports
on the Company’s financial statements, or (b) reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation
S-K, except for the material weaknesses related to (i) an ineffective control environment, (2) ineffective information technology (IT)
general controls for certain information systems supporting the Company’s key financial reporting processes, and (3) ineffective
process-level controls that are disclosed under the heading “Item 9A. Controls and Procedures” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2024 and the material weakness related to ineffective design and operation of the
Company’s financial close and reporting controls that is disclosed under the heading “Item 9A. Controls and Procedures”
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
The Company provided Moss Adams with a copy of this Current Report
on Form 8-K prior to its filing with the Securities and Exchange Commission (the “Commission”) and requested that Moss Adams
furnish the Company with a letter addressed to the Commission stating whether it agrees with the above statements and, if it does not
agree, the respects in which it does not agree. A copy of Moss Adams’ letter to the Commission, dated June 25, 2025, is filed as
Exhibit 16.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibits
The following exhibits are filed herewith:
| Exhibit No. |
|
Exhibit Description |
| 16.1 |
|
Letter of Moss Adams LLP dated June 25, 2025 |
| 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. |
| |
|
| Dated: June 25, 2025 |
/s/ Jeremy Cogan |
| |
Jeremy Cogan |
| |
Chief Financial Officer |
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