Movano Inc. (MOVE) details 1-for-10 reverse split and updated financials

Rhea-AI Filing Summary

Movano Inc. filed an update explaining the impact of its previously completed one-for-ten reverse stock split of its common stock, which became effective on October 10, 2025. Each ten pre-split shares were combined into one new share, reducing the number of outstanding common shares from approximately 8.3 million to approximately 0.8 million. The reverse split did not change the total number of authorized common shares or the par value per share.

The company is republishing its audited consolidated financial statements for the years ended December 31, 2024 and December 31, 2023 to reflect the revised share count resulting from the reverse split. Aside from adjusting for the new number of shares outstanding, no other changes were made to those financial statements. A consent from Baker Tilly US, LLP and the updated financial statements are included as exhibits.

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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): December 19, 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 2.02. Results of Operations and Financial Condition.

Reference is made to the information contained in Item 8.01 to this Current Report on Form 8-K set forth below, which is incorporated herein by reference.

Item 8.01. Other Events.

As previously disclosed, Movano Inc., a Delaware corporation (the “Company”), completed a one-for-ten (1-for-10) reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”), effective as of October 10, 2025.

As a result of the Reverse Split, each ten (10) pre-split shares of Common Stock outstanding were automatically combined into one (1) new share of Common Stock, and the number of outstanding shares of Common Stock were reduced from approximately 8.3 million to approximately 0.8 million. The Reverse Split did not change the number of authorized shares of Common Stock or the par value per share of the Common Stock.

The Company is republishing certain financial information to reflect the change in shares of Common Stock outstanding as a result of the Reverse Split. The Company’s audited consolidated financial statements as of and for the years ended December 31, 2024 and December 31, 2023 are set forth as Exhibit 99.1 hereto and are incorporated herein by reference. Other than to account for the change in shares of Common Stock outstanding as a result of the Reverse Split, there have been no other changes to such consolidated financial statements.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
23.1		Consent of Baker Tilly US, LLP, former Independent Registered Public Accounting Firm of Movano Inc.
99.1		Audited Financial Statements of Movano Inc. as of and for the years ended December 31, 2024 and 2023
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: December 19, 2025	By:	/s/ J Cogan
		J Cogan
		Chief Financial Officer

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FAQ

What corporate action did Movano Inc. (MOVE) highlight in this filing?

Movano Inc. highlighted a previously completed one-for-ten (1-for-10) reverse stock split of its common stock, which became effective on October 10, 2025.

How did Movano Inc.'s (MOVE) reverse stock split change its outstanding shares?

After the reverse split, every 10 pre-split shares became 1 new share, and the number of outstanding common shares decreased from approximately 8.3 million to approximately 0.8 million.

Did the reverse stock split change Movano Inc.'s (MOVE) authorized shares or par value?

No. The filing states that the reverse stock split did not change the number of authorized shares of common stock or the $0.0001 par value per share.

Why is Movano Inc. (MOVE) republishing its audited financial statements?

Movano Inc. is republishing its audited consolidated financial statements for the years ended December 31, 2024 and December 31, 2023 solely to reflect the change in shares outstanding from the reverse split.

Were there any other changes to Movano Inc.'s (MOVE) audited financial statements?

The company states that, other than accounting for the change in shares of common stock outstanding due to the reverse split, there have been no other changes to those consolidated financial statements.

What exhibits are included with Movano Inc.'s (MOVE) 8-K related to the reverse split?

The filing includes a consent of Baker Tilly US, LLP as Exhibit 23.1 and audited financial statements of Movano Inc. as of and for the years ended December 31, 2024 and 2023 as Exhibit 99.1, plus a cover page interactive data file.