Corvex, Inc 8-K, filed Jul 11, 2025
Corvex, Inc. (MOVE)
About this 8-K
Corvex, Inc filed this 8-K on July 11, 2025, reporting on events of July 7, 2025.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On July 7, 2025, Movano Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq Stock Market (“Nasdaq”) indicating that, because the closing bid price for the Company’s common stock has fallen below $1.00 per share for 30 consecutive trading days, the Company was no longer in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”) and the late filing requirement, as set forth in Listing Rule 5250(c)(1), given the delay in filing its Form 10-Q for the quarter ended March 31, 2025 (the “Filing Requirement”). Pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) due to the fact that the Company has effected a reverse stock split over the prior one-year period.
The Notice stated that the Company’s securities will be suspended from trading on The Nasdaq Capital Market at the opening of business on July 16, 2025, and a Form 25-NSE will be filed with the U.S. Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market, unless the Company requests an appeal of such determination to Nasdaq’s Hearings Panel (the “Panel”) by July 14, 2025. The Company plans to timely appeal the determination and submit a hearing request to Nasdaq’s Hearings Department, which will stay the suspension of the Company’s securities and the filing of the Form 25-NSE for 15 calendar days. The Company is also permitted to submit a request for an extended stay of suspension at the time it submits its hearing request. The Company intends to submit an extended stay request, which will be reviewed by the Panel no later than 15 days following the deadline to request a hearing. If the Panel grants the Company’s extended stay request, any further suspension or delisting action by Nasdaq will be stayed pending the conclusion of the hearing process and the expiration of any exception period granted by the Panel following the hearing. There can be no assurance that the Panel will grant the Company’s extended stay request or the Company’s request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.
Item 7.01 Regulation FD Disclosure
The information contained in Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.
On July 11, 2025, the Company issued a press release announcing the receipt of the Notice, a copy of which is furnished as Exhibit 99.1 to this report.
The information in this Item 7.01, including Exhibit 99.1 to this report, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of federal securities laws with respect to the Company. Forward-looking statements are predictions, projections, and other statements about future events based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: our ability to cure any deficiencies in compliance with the Bid Price Requirement and Nasdaq’s requirements related to the timely filing of periodic financial reports or maintain compliance with other Nasdaq Listing Rules; our ability to ultimately obtain relief or extended periods to regain compliance from Nasdaq, if necessary, or to meet applicable Nasdaq requirements for any such relief or extension; and risks related to the substantial costs and diversion of personnel’s attention and resources due to these matters. Delisting from Nasdaq would materially and adversely affect our ability to raise capital and our financial condition and business. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
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Item 9.01 Financial Statements and Exhibits.
Exhibits
The following exhibits are filed herewith:
| Exhibit No. | Exhibit Description | |
| 99.1 | Press Release dated July 11, 2025 furnished herewith | |
| 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. | |
| Dated: July 11, 2025 | /s/ Jeremy Cogan |
| Jeremy Cogan | |
| Chief Financial Officer |
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Exhibit 99.1
Movano Health Plans to Timely Request a Hearing before a Nasdaq Hearings Panel
Received Delisting Notice from Nasdaq Related to Minimum Bid Price Requirement and Late Filing of the Form 10-Q for the period ended March 31, 2025
PLEASANTON, CA July 11, 2025 -- Movano Health (Nasdaq: MOVE) (the “Company”) announced today that, on July 7, 2025, it received a delisting determination from The Nasdaq Capital Market with respect to the $1.00 per share bid price requirement (the “Bid Price Requirement”), as set forth in Listing Rule 5550(a)(2), and the late filing requirement, as set forth in Listing Rule 5250(c)(1), given the delay in filing its Form 10-Q for the quarter ended March 31, 2025 (the “Filing Requirement”) (together, the “Notice”). Accordingly, the Company plans to timely submit a request for a hearing before a Nasdaq Hearings Panel (the “Panel”). While the hearing request only stays suspension and delisting for 22 calendar days from the date of the Notice, the Company intends to request an extended stay, concurrent with the filing of the hearing request through the conclusion of the hearings process and the expiration of any exception period granted by the Panel following the hearing.
On July 7, 2025, the Company received the Notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that because the closing bid price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive trading days, the Company was no longer in compliance with the Bid Price Requirement. Pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for any compliance period specified in Rule 5810(c)(3)(A) due to the fact that the Company has effected a reverse stock split over the prior one-year period.
As noted above, the Company plans to submit a request for an extended stay through the conclusion of the hearings process; however there can be no assurance that the Panel will grant the Company’s extended stay request or the Company’s request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.
About Movano Health
Founded in 2018, Movano Inc. (Nasdaq: MOVE) dba Movano Health is developing a suite of purpose-driven healthcare solutions to bring medical-grade data to the forefront of wearables. Featuring modern and flexible form factors, Movano Health's devices offer an innovative approach to delivering trusted data to both customers and enterprises, capturing a comprehensive picture of an individual's health data and uniquely translating it into personalized and intelligent insights.
Movano Health's proprietary technologies and wearable medical device solutions enable the use of data as a tool to proactively monitor and manage health outcomes across a number of patient populations that exist in healthcare. For more information on Movano Health, visit https://movanohealth.com/.
Forward Looking Statements
This press release contains forward-looking statements concerning our expectations, anticipations, intentions, beliefs, or strategies regarding the future. These forward-looking statements are based on assumptions that we have made as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results, conditions, and events to differ materially from those anticipated. Therefore, you should not place undue reliance on forward-looking statements. Examples of forward-looking statements include, among others, statements relating to the Company’s intentions to request an extended stay of suspension from listing or appeal Nasdaq’s delisting determination. Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including but not limited to our ability to cure any deficiencies in compliance with the Bid Price Requirement and Nasdaq’s requirements related to the timely filing of periodic financial reports or maintain compliance with other Nasdaq Listing Rules; our ability to ultimately obtain relief or extended periods to regain compliance from Nasdaq, if necessary, or to meet applicable Nasdaq requirements for any such relief or extension; and risks related to the substantial costs and diversion of personnel’s attention and resources due to these matters. Delisting from Nasdaq would materially and adversely affect our ability to raise capital and our financial condition and business. Important factors that could cause actual results to differ materially from those in the forward-looking statements 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 other reports filed with the Securities and Exchange Commission, including under the caption “Risk Factors.” Any forward-looking statement in this release speaks only as of the date of this release. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
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