SEC Form 425 filed by Movano Inc.

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 16, 2025

MOVANO INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Amendment No. 3 to Movano Inc. Amended and Restated 2019 Omnibus Incentive Plan

On December 16, 2025, the stockholders of Movano Inc. (the “Company”) approved Amendment No. 3 (“Amendment No. 3”) to the Company’s Amended and Restated 2019 Omnibus Incentive Plan (the “2019 Plan”).  A description of the terms and conditions of the 2019 Plan, as amended by Amendment No. 3, is set forth in the Company’s Proxy Statement for the Special Meeting of Stockholders of the Company held on December 16, 2025 (the “Special Meeting”) as filed with the Securities and Exchange Commission on November 24, 2025 (the “Special Meeting Proxy Statement”) under the heading “Proposal 3 – The Incentive Plan Proposal”, which such description is incorporated by reference herein.  This summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 3, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 16, 2025, the Company held the Special Meeting. The certified results of each of the matters voted upon at the Special Meeting, which are more fully described in the Special Meeting Proxy Statement, follow.

The Company’s stockholders approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the Company’s issued and outstanding shares of common stock pursuant to the ChEF Purchase Agreement with Chardan Capital Markets, LLC entered into on November 6, 2025, with votes cast as follows:

The Company’s stockholders approved a Certificate of Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 2,500,000,000 shares (and correspondingly increasing the total number of authorized shares of all capital stock of the Company), with votes cast as follows:

The Company’s stockholders approved Amendment No. 3 to the 2019 Plan, with votes cast as follows:

The Company’s stockholders approved the adjournment of the Special Meeting to permit further solicitation of proxies, if necessary or appropriate, with votes cast as follows:

Item 9.01 Financial Statements and Exhibits.

Exhibits

The following exhibits are filed herewith:

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.