Movano Inc.
6800 Koll Center Parkway
Pleasanton, CA 94566
March 19, 2026
VIA EDGAR CORRESPONDENCE
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Attention: Marion Graham; Larry Spirgel
| Re: | Movano Inc.
Request to Withdraw Registration Statement on Form S-4
Filed December 22, 2025, as amended on February 5, 2026 |
File No. 333-292321
Ladies and Gentlemen:
Pursuant to Rule 477 under
the Securities Act of 1933, as amended (the “Securities Act”), Movano Inc. (the “Registrant”) hereby
respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective
as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form S-4 (File
No. 333-292321) filed with the Commission on December 22, 2025, as amended on February 5, 2026, together with all exhibits thereto (collectively,
the “Registration Statement”).
The Registrant has decided
not to pursue the offering due to business decisions and confirms that the Registration Statement has not been declared effective and
no securities covered by the Registration Statement have been issued or sold. Based on the foregoing, the Registrant submits that the
withdrawal of the Registration Statement is consistent with the public interest and the protection of investors.
Pursuant to Rule 477 under
the Securities Act, the Registrant respectfully requests that the Commission grant this application for withdrawal of the Registration
Statement effective as of the date hereof or at the earliest practicable date. In accordance with Rule 457(p) under the Securities Act,
the Registrant requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to
the Registrant’s account for future use.
U.S. Securities and Exchange Commission
March 19, 2026
Page 2
We appreciate your time and
attention to this matter. Should you have any questions, please contact Patrick Rogers with K&L Gates LLP, the Registrant’s
outside counsel, at (704) 331-5712; patrick.rogers@klgates.com.
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Very truly yours, |
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/s/ J. Cogan |
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J. Cogan, Chief Financial Officer |
| cc: |
Patrick Rogers, K&L Gates LLP |
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Mark Busch, K&L Gates LLP |