UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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EXPLANATORY NOTE
1
Item 9.01 Financial Statements and Exhibits.
Exhibits
The following exhibits are filed herewith:
| Exhibit No. | Exhibit Description | |
| 3.1 | Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company, effective October 10, 2025 | |
| 99.1 | Press Release dated October 8, 2025, furnished herewith* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Previously furnished with Original Form 8-K. |
2
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: October 8, 2025 | By: | /s/ J Cogan |
| J Cogan | ||
| Chief Financial Officer | ||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MOVANO INC.
MOVANO INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
1. The Third Amended and Restated Certificate of Incorporation of the Corporation (as amended) is hereby amended by deleting the text of the second paragraph of Article FOURTH thereof in its entirety and inserting the following in lieu thereof:
“Upon the effectiveness of this Certificate of Amendment of Certificate of Incorporation (the “Effective Time”), each share of the Common Stock issued immediately prior to the Effective Time shall be automatically reclassified as and converted into 1/10 of a share of Common Stock. Any stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of Common Stock into which shares of Common Stock have been reclassified and converted as provided for in the immediately preceding sentence.”
2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
3. The foregoing amendment shall be effective as of 12:01 a.m., Eastern Time, on October 10, 2025.
IN WITNESS WHEREOF, MOVANO INC. has caused this Certificate to be executed by its duly authorized officer on this 8th day of October 2025.
| By: | /s/ John Mastrototaro | |
| Name: | John Mastrototaro | |
| Title: | Chief Executive Officer |