PROPOSAL 1— THE ChEF SHARE ISSUANCE PROPOSAL
On November 6, 2025, we entered into the Purchase Agreement and a registration rights agreement (the “ChEF Registration Rights Agreement”), each with Chardan related to a “ChEF,” Chardan’s committed equity facility (the “Facility”). Additionally, as previously disclosed, on November 6, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Thor Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), Corvex, Inc. (“Corvex”), a Delaware corporation, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Corvex (the “Merger”), with Corvex continuing as a wholly owned subsidiary of ours and the surviving company of the Merger. Consummation of the Merger (the “Closing”) is subject to certain closing conditions, including approval by our stockholders. We expect to hold a separate special meeting of our stockholders in order to obtain the stockholder approvals necessary to complete the Merger and related matters. Movano expects to use any proceeds under the Equity Facility for general corporate purposes, subject to prior written consent by Corvex prior to the Closing.
Pursuant to the Purchase Agreement, we have the right from time to time to sell to Chardan up to the lesser of (i) $1,000,000,000 in aggregate gross purchase price of newly issued shares of our common stock, and (ii) the Exchange Cap (as defined below), subject to certain conditions and limitations set forth in the Purchase Agreement. We are under no obligation to sell any securities to Chardan under the Purchase Agreement.
While there are distinct differences, the Facility is structured similarly to a traditional “at-the-market” equity facility, insofar as it allows us to raise primary equity capital on a periodic basis outside the context of a traditional underwritten follow-on offering. From and after the Commencement (as defined below), sales of our common stock to Chardan under the Purchase Agreement, and the timing of any sales, will be determined by us from time to time, subject to prior written consent by Corvex prior to the Closing and will depend on a variety of factors including, among other things, market conditions, the trading price of our common stock and determinations by us regarding the use of proceeds of such common stock. The net proceeds from any sales under the Purchase Agreement will depend on the frequency with, and prices at, which the shares of our common stock are sold to Chardan. If and when we become eligible for use of a Registration Statement on Form S-3 without limitations on the amount of securities that may be sold under such Registration Statement on Form S-3 pursuant General Instruction I.B.6., we and Chardan agreed to use our respective reasonable best efforts to enter into an equity distribution or sales agreement providing for “at-the-market” sales of our common stock through Chardan (or its designee) on customary terms.
Upon the satisfaction of the conditions to Chardan’s purchase obligation set forth in the Purchase Agreement (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”), including that a registration statement registering the resale by Chardan of shares of our common stock issued to it by Movano under the Purchase Agreement (the “Initial Resale Registration Statement”) under the Securities Act, which we agreed to file with the SEC pursuant to the ChEF Registration Rights Agreement, is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC, we will have the right, but not the obligation, from time to time over the 36-month period from and after the Commencement Date, subject to prior written consent of Corvex prior to the Closing, to direct Chardan to purchase up to an amount of shares of our common stock (the “VWAP Purchase Share Amount”) not to exceed certain limitations set forth in the Purchase Agreement (each, a “VWAP Purchase”) by delivering a written notice (a “VWAP Purchase Notice”) to Chardan after 6:00 a.m., New York City time, but prior to 9:00 a.m., New York City time on any trading day (the “Purchase Date”), so long as all shares of our common stock subject to all prior VWAP Purchases and Intraday VWAP Purchases (as defined below) theretofore required to have been received by Chardan have been received by Chardan in accordance with the Purchase Agreement and certain other conditions have been satisfied. The purchase price of the shares of our common stock that we elect to sell to Chardan pursuant to the Purchase Agreement will be determined by reference to the volume weighted average price of our common stock (“VWAP”) during the applicable Purchase Date on which we have timely delivered a VWAP Purchase Notice (and/or Intraday VWAP Purchase Notice or Off-Hour Sale Notice (each as defined below), as applicable), less (a) if our public float remains equal to less than 5,000,000 shares, a 5.0% discount to VWAP for a VWAP Purchase or Intraday VWAP Purchase or a 10.0% discount to VWAP for a Off-Hour VWAP Purchase, (b) if our public float is equal to at least 5,000,000 shares but is less than 100,000,000 shares, a 3.0% discount to VWAP for a VWAP Purchase or Intraday VWAP Purchase or a 6.0% discount to VWAP for a Off-Hour VWAP Purchase, or (c) our public float is equal to at least 100,000,000 shares, a 2.5% discount to VWAP for a VWAP Purchase or Intraday VWAP Purchase or a 5.0% discount to VWAP for a Off-Hour VWAP Purchase.
