8-K
Corvex, Inc. (MOVE)
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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):
August 6, 2025
MOVANO INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-40254 | 82-4233771 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (I.R.S. Employer <br><br>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 1.01 Entry into a Material DefinitiveAgreement
On August 6, 2025, Movano Inc. (the “Company”) entered into a Loan Agreement and Promissory Note (the “Loan Agreement”) pursuant to which the Company obtained $1,500,000 in bridge financing (the “Bridge Loan”). The Company intends to use the proceeds of the Bridge Loan to continue its pursuit of strategic alternatives as described in more detail in the Company’s Current Report on Form 8-K filed on May 19, 2025.
In connection with the Bridge Loan, the Company entered into a Security Agreement and Intellectual Property Security Agreement pursuant to which the Company granted the lender a security interest in all of its assets, properties and rights, including its intellectual property rights.
The Bridge Loan bears interest at a per annum rate equal to 12.0% and matures on November 4, 2025 (the “Maturity Date”). The Maturity Date may be extended by up to 60 days if the Company delivers evidence that it has entered into definitive documentation for a Qualifying Transaction (as defined in the Loan Agreement) prior to the Maturity Date. The Loan Agreement also includes a loan premium provision that would double the outstanding principal balance of the Bridge Loan in the case of certain triggering events.
Item 2.03 Creationof a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Forward-Looking Statements
This current report on Form 8-K contains forward-lookingstatements concerning our expectations, anticipations, intentions, beliefs, or strategies regarding the future. These forward-lookingstatements are based on assumptions that we have made as of the date hereof and are subject to known and unknown risks and uncertaintiesthat could cause actual results, conditions, and events to differ materially from those anticipated. Therefore, you should not place unduereliance on forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding useof proceeds of the Bridge Loan. Important factors that could cause actual results to differ materially from those in the forward-lookingstatements are set forth in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, and in our otherreports filed with the Securities and Exchange Commission, including under the caption “Risk Factors.” Any forward-lookingstatement in this release speaks only as of the date of this release. We undertake no obligation to publicly update any forward-lookingstatement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments orotherwise.
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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. | |
|---|---|
| Dated: August 7, 2025 | /s/ Jeremy Cogan |
| Jeremy Cogan | |
| Chief Financial Officer |
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