MOVE 8-K
Corvex, Inc. (MOVE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On August 21, 2025, Movano Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that because the Company had not yet filed its Form 10-Q for the quarterly period ended June 30, 2025 (the “Form 10-Q”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”) requiring Nasdaq-listed companies to timely file all periodic financial reports with the Securities and Exchange Commission (the “SEC”). The Form 10-Q was due on August 14, 2025.
The Company appealed its previously announced delisting determination at a hearing with the Nasdaq Hearing Panel (the “Panel”) on August 19, 2025 during which the Company submitted a plan to regain compliance with the Filing Requirement and the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Compliance Plan”). The Company is awaiting the determination of the Panel and will be providing an update to the Panel as required. There can be no assurance that the Panel will grant the Company’s request for a stay of the suspension of the Company’s securities from trading on the Nasdaq Capital Market to allow for the Company to execute its Compliance Plan 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 August 22, 2025, the Company issued a press release announcing the receipt of the Notice, a copy of which is furnished as Exhibit 99.1 t 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.
Caution Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements relating to the Company’s plan to regain compliance with Nasdaq’s rules and the timing thereof. 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 Nasdaq’s acceptance of the Company’s compliance plan and the duration of any extension that may be granted by Nasdaq; the potential inability to meet Nasdaq’s requirements; uncertainties associated with the Company’s preparation of the delinquent filing; the possibility of additional delays in the filing of the delinquent filings and the Company’s other SEC filings; and the other risks and uncertainties described in the Company’s SEC reports, and under the heading “Risk Factors” in its most recent annual report on Form 10-K and quarterly reports on Form 10-Q, which are available at www.sec.gov. The forward-looking statements contained herein speak only as of the date of this report. Except as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this report.
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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 August 22, 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. | ||
| Date: August 22, 2025 | By: | /s/ J Cogan |
| J Cogan | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Movano Health Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Quarterly
Report on Form 10-Q
PLEASANTON, CA August 22, 2025 -- Movano Health (Nasdaq: MOVE)(the “Company”) announced today that it received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that because the Company had not yet filed its Form 10-Q for the quarterly period ended June 30, 2025 (the “Form 10-Q”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”) requiring Nasdaq-listed companies to timely file all periodic financial reports with the Securities and Exchange Commission (the “SEC”). The Form 10-Q was due on August 14, 2025.
The Company appealed its previously announced delisting determination at a hearing with the Nasdaq Hearing Panel (the “Panel”) on August 19, 2025 during which the Company submitted a plan to regain compliance with the Filing Requirement and the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Compliance Plan”). As part of the Compliance Plan and as previously disclosed, on August 13, 2025, the Company engaged RBSM LLP (“RBSM”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025 and interim periods. The Company is awaiting the determination of the Panel. There can be no assurance that the Panel will grant the Company’s request for a stay of the suspension of the Company’s securities from trading on the Nasdaq Capital Market to allow for the Company to execute its Compliance Plan 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, maker of the Evie Ring (www.eviering.com), 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 will soon 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 plan to regain compliance with Nasdaq’s rules and the timing thereof. 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 Nasdaq’s acceptance of the Company’s compliance plan, and the duration of any extension that may be granted by Nasdaq; the potential inability to meet Nasdaq’s requirements; uncertainties associated with the Company’s preparation of the delinquent filings; and the possibility of additional delays in the filing of the delinquent filing and the Company’s other SEC filings. 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.
Media Contact
Jill Schmidt/JSPR
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