10-Q - MOVE - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 001-40254

MOVANO INC.

(Exact name of registrant as specified in itscharter)

Delaware	82-4233771

| (State of incorporation) | (I.R.S. EmployerIdentification No.) |

6800 Koll Center Parkway, Pleasanton, CA 94566

(Address of principal executive office) (Zipcode)

(415) 651-3172

(Registrant’s telephone number, includingarea code)

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 per share | MOVE | The Nasdaq Stock Market LLC |

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐

| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |

| | | 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 12, 2025, there were 834,857 shares of our common stock, par value $0.0001 per share, outstanding.

MOVANO INC.

FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER30, 2025

INDEX

	PAGE
PART I – FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosure About Market Risk	31
Item 4. Controls and Procedures	31
PART II – OTHER INFORMATION	32
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities	35
Item 3. Defaults Upon Senior Securities	35
Item 4. Mine Safety Disclosures	35
Item 5. Other Information	35
Item 6. Exhibits	36
SIGNATURES	37
EXHIBIT INDEX

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Movano Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(Unaudited)

			December 31,
			2024
ASSETS
Current assets:
Cash and cash equivalents	2,000		$	7,902
Payroll tax credit, current portion	52			52
Vendor deposits	62			28
Inventory	2,473			2,046
Prepaid expenses and other current assets	276			362
Total current assets	4,863			10,390
Property and equipment, net	129			213
Right-of-use asset	463			600
Other assets	102			117
Total assets	5,557		$	11,320
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	2,872		$	2,016
Deferred revenue	8			36
Bridge loan (related party) (Note 5)	2,965			—
Other current liabilities	1,081			1,393
Total current liabilities	6,926			3,445
Noncurrent liabilities:
Other noncurrent liabilities	332			520
Total noncurrent liabilities	332			520
Total liabilities	7,258			3,965
Commitments and contingencies (Note 11)
Stockholders’ equity (deficit):
Preferred stock, 0.0001 par value, 5,000,000 shares authorized at September 30, 2025 and December 31, 2024; no shares issued and outstanding at September 30, 2025 and December 31, 2024	—			—
Common stock, 0.0001 par value, 500,000,000 shares authorized at September 30, 2025 and December 31, 2024; 834,908 and 684,029 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	10			10
Additional paid-in capital	158,828			155,452
Accumulated deficit	(160,539	)		(148,107	)
Total stockholders’ equity (deficit)	(1,701	)		7,355
Total liabilities and stockholders’ equity (deficit)	5,557		$	11,320

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements.

Movano Inc.

Condensed Consolidated Statements of Operationsand Comprehensive Loss

(in thousands, except share and per share data)

(Unaudited)

	Three Months Ended <br><br>September 30,						Nine Months Ended <br><br>September 30,
	2025			2024			2025			2024
Revenue	$	80		$	50		$	389		$	902
COSTS AND EXPENSES:
Cost of revenue		280			845			1,284			2,440
Research and development		1,166			3,404			4,950			9,198
Sales, general and administrative		1,225			3,180			5,244			8,794
Total costs and expenses		2,671			7,429			11,478			20,432
Loss from operations		(2,591	)		(7,379	)		(11,089	)		(19,530	)
Other income (expense), net:
Interest expense (related party)		(1,503	)		—			(1,503	)		—
Interest and other income, net		65			178			160			419
Other income (expense), net		(1,438	)		178			(1,343	)		419
Net loss and total comprehensive loss	$	(4,029	)	$	(7,201	)	$	(12,432	)	$	(19,111	)
Net loss per share, basic and diluted	$	(4.73	)	$	(10.56	)	$	(15.91	)	$	(33.34	)
Weighted average shares used in computing net loss per share, basic and diluted		851,090			681,634			781,461			573,300

See accompanying notes to condensed consolidated financial statements.

Movano Inc.

Condensed Consolidated Statements of Stockholders’Equity (Deficit)

(in thousands, except share data)

(Unaudited)

					Additional						Total
	Common Stock				Paid-In			Accumulated			Stockholders’
Three Months Ended September 30, 2024	Shares		Amount		Capital			Deficit			Equity
Balance at June 30, 2024		659,657	$	10	$	153,058		$	(136,290	)	$	16,778
Stock-based compensation		—		—		534			—			534
Common stock issuance costs		—		—		(65	)		—			(65	)
Issuance of common stock warrants		—		—		60			—			60
Issuance of common stock		3,694		—		141			—			141
Vesting of early exercised stock options		—		—		4			—			4
Net loss		—		—		—			(7,201	)		(7,201	)
Balance at September 30, 2024		663,351	$	10	$	153,732		$	(143,491	)	$	10,251
					Additional					Total
---	---	---	---	---	---	---	---	---	---	---	---	---
	Common Stock				Paid-In		Accumulated			Stockholders’
Nine Months Ended September 30, 2024	Shares		Amount		Capital		Deficit			Equity
Balance at December 31, 2023		372,322	$	6	$	127,823	$	(124,380	)	$	3,449
Stock-based compensation		—		—		2,695		—			2,695
Issuance of common stock in April 2024 sale, net of issuance costs		280,690		4		12,890		—			12,894
Issuance of pre-funded warrants in April 2024 sale		—		—		980		—			980
Issuance of common stock warrants in April 2024 sale		—		—		8,756		—			8,756
Issuance of common stock warrants		—		—		60		—			60
Issuance of common stock		10,072		—		490		—			490
Issuance of common stock upon exercise of options		267		—		15		—			15
Vesting of early exercised stock options		—		—		23		—			23
Net loss		—		—		—		(19,111	)		(19,111	)
Balance at September 30, 2024		663,351	$	10	$	153,732	$	(143,491	)	$	10,251
										Total
---	---	---	---	---	---	---	---	---	---	---	---	---
	Common Stock				Additional<br><br>Paid-In		Accumulated			Stockholders’<br> Equity
Three Months Ended September 30, 2025	Shares		Amount		Capital		Deficit			(Deficit)
Balance at June 30, 2025		830,120	$	10	$	158,137	$	(156,510	)	$	1,637
Stock-based compensation		—		—		691		—			691
Net exercise of pre-funded warrants		4,788		—		—		—			—
Net loss		—		—		—		(4,029	)		(4,029	)
Balance at September 30, 2025		834,908	$	10	$	158,828	$	(160,539	)	$	(1,701	)
										Total
---	---	---	---	---	---	---	---	---	---	---	---	---
	Common Stock				Additional<br><br>Paid-In		Accumulated			Stockholders’<br> Equity
Nine Months Ended September 30, 2025	Shares		Amount		Capital		Deficit			(Deficit)
Balance at December 31, 2024		684,029	$	10	$	155,452	$	(148,107	)	$	7,355
Stock-based compensation		—		—		1,770		—			1,770
Net exercise of pre-funded warrants		4,788		—		—		—			—
Issuance of common stock for cash		146,091		—		1,606		—			1,606
Net loss		—		—		—		(12,432	)		(12,432	)
Balance at September 30, 2025		834,908	$	10	$	158,828	$	(160,539	)	$	(1,701	)

See accompanying notes to condensed consolidated financial statements.

Movano Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Nine Months Ended<br><br> <br>September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(12,432	)	$	(19,111	)
Adjustments to reconcile net loss to net cash used in<br> operating activities:
Depreciation and amortization		112			128
Stock-based compensation		1,770			2,695
Noncash lease expense		11			157
Amortization of debt discount (related party)		1,465			—
Interest expense on bridge loan (related party)		38			—
Non-cash compensation related to common stock warrants issued to strategic advisory group		—			60
Loss on disposal of property and equipment		—			2
Changes in operating assets and liabilities:
Payroll tax credit		—			331
Inventory		(427	)		(919	)
Prepaid expenses, vendor deposits and other current assets		52			365
Other assets		(13	)		(31	)
Accounts payable		846			(1,216	)
Deferred revenue		(28	)		(1,232	)
Other current and noncurrent liabilities		(402	)		793
Net cash used in operating activities		(9,008	)		(17,978	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		—			(3	)
Net cash used in investing activities		—			(3	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bridge loan (related party)		1,500			—
Issuance of common stock, pre-funded warrants and common stock warrants in April 2024 sale, net of issuance costs		—			22,630
Issuance of common stock, net of issuance costs		1,606			490
Issuance of common stock upon exercise of stock options		—			15
Net cash provided by financing activities		3,106			23,135
Net increase/(decrease) in cash and cash equivalents		(5,902	)		5,154
Cash and cash equivalents at beginning of period		7,902			6,118
Cash and cash equivalents at end of period	$	2,000		$	11,272
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	2		$	5
Cash paid for taxes	$	—		$	—
NONCASH INVESTING AND FINANCING ACTIVITIES:
Vesting of common stock issued upon early exercise	$	—		$	23
Issuance of common stock warrants in April 2024 sale	$	—		$	8,756
Right of use asset recorded for operating lease liability	$	—		$	514
Original issue discount on bridge loan	$	3,000		$	—
Issuance costs on bridge loan (related party) recorded in accounts payable	$	10		$	—
Accrued interest on bridge loan (related party) in other current liabilities	$	28		$	—
Amortization of original issue discount on bridge loan (related party)	$	1,465		$	—

See accompanying notes to condensed consolidated financial statements.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

Note1 – Business Organization, Nature of Operations

Movano Inc., dba Movano Health (the “Company”, “Movano”, “Movano Health”, “we”, “us” or “our”) was incorporated in Delaware on January 30, 2018 as Maestro Sensors Inc. and changed its name to Movano Inc. on August 3, 2018. The Company is a technology company and is developing a platform to deliver purpose-driven healthcare solutions to bring medical-grade, high-quality data to the forefront of consumer health devices.

The Company’s solutions provide vital health information, including heart rate, heart rate variability (“HRV”), sleep, respiration rate, temperature, blood oxygen saturation (SpO2), steps, and calories as well as glucose and blood pressure data, in a variety of form factors to meet individual style needs and give users actionable feedback to improve their quality of life.

On April 28, 2021, the Company established Movano Ireland Limited, organized under the laws of Ireland, as a wholly owned subsidiary of the Company. Operations and activity at the wholly owned subsidiary were not significant for the three and nine months ended September 30, 2025 and 2024, respectively.

The Company has incurred losses from operations and has generated negative cash flows from operating activities since inception and expects to continue to incur net losses for the foreseeable future. Through September 30, 2025, the Company has relied primarily on the proceeds from equity offerings and a secured $1.5 million loan to finance its operations.

On November 6, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Thor Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Corvex, Inc., a Delaware corporation (“Corvex”), 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 the Company and the surviving company of the Merger (See Note 13).

Through September 30, 2025, the Company has received gross proceeds of approximately $9.3 million from an at-the-market issuance (ATM) program. The ATM program was terminated in May 2025 upon the expiration of the Company’s Registration Statement on Form S-3 (See Note 8). In connection with entry into the Merger Agreement, (1) the Company raised $3.0 million in equity capital pursuant to the Series A Subscription Agreement (the “Series A Financing”), (2) the Company entered into a $1.0 billion Equity Facility with Chardan Capital Markets LLC (the “Equity Facility”), and (3) Corvex has raised $37.1 million of equity capital in a private placement transaction (the “Corvex Concurrent Financing”) (See Note 13). The Company expects to require additional financing to fund its future planned operations. The Company will likely raise additional capital through the issuance of equity, including through sales under the Equity Facility, borrowings, or strategic alliances with partner companies. However, if such financing is not available at adequate levels, the Company would need to reevaluate its operating plans.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

Liquidity and Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and has an accumulated deficit of $160.5 million as of September 30, 2025. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant revenues. The Company’s existence is dependent upon management’s ability to consummate the merger and to raise additional capital. The Company believes that its cash and cash equivalents as of September 30, 2025 with the additional $3.0 million raised in the Series A Financing in November 2025 will not be sufficient to fund its projected operating requirements beyond the first quarter of 2026 without raising further capital or completing the Merger. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The Company will not be able to raise additional capital under the Equity Facility until a Registration Statement on Form S-1 covering the sales thereunder is filed and declared effective by the United States Securities and Exchange Commission (the “SEC”), and adequate additional financing may not be available to the Company on acceptable terms, or at all. If the Company is unable to raise additional capital, it would be forced to delay, reduce, or eliminate its operations. There can be no assurance that the Company’s efforts will result in the resolution of the Company’s liquidity needs. The accompanying condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

Note2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 8-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation. Intercompany transactions are eliminated in the condensed consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the preceding fiscal year contained in the Company’s Annual Report on Form 10-K filed on April 9, 2025 with the United States Securities and Exchange Commission (the “SEC”).

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025. The condensed consolidated balance sheet as of December 31, 2024 has been derived from audited financial statements at that date but does not include all the information required by GAAP for complete financial statements.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods.

Significant estimates and assumptions reflected in these condensed consolidated financial statements include but are not limited to the fair value of stock options and warrants, and income taxes. Estimates are periodically reviewed considering changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions.

2025 Reverse Stock Split

On August 27, 2025, by letter received, the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) determined to grant the Company’s request to continue its listing on Nasdaq, subject to (i) the Company regaining compliance with Listing Rule 5250(c)(1), requiring the timely filing of periodic reports (the “Period Filing Rule”), by filing its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025 on or before September 30, 2025, and (ii) the Company demonstrating compliance with Listing Rule 5550(a)(2), requiring the maintenance of $1.00 per share bid price (the “Bid Price Rule”), on or before October 30, 2025. The Panel’s determination followed a hearing on August 19, 2025, at which the Panel considered the Company’s plan to regain compliance with the Periodic Filing Rule and the Bid Price Rule.

On October 10, 2025, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock (the “2025 Reverse Stock Split”). As a result of the 2025 Reverse Stock Split, each share of common stock issued and outstanding immediately prior to October 10, 2025 was automatically converted into one-10th (1/10X) of a share of common stock. The 2025 Reverse Stock Split affected all common stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the 2025 Reverse Stock Split would result in a stockholder owning a fractional share. If the split results in fractional shares, then the number of shares for the stockholder is rounded upward. No cash was issued for fractional shares as part of the 2025 Reverse Stock Split.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

The 2025 Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All outstanding stock options, restricted stock units and warrants entitling their holders to obtain shares of the Company’s common stock were adjusted, as required by the terms of these securities.

All common share and per-share amounts in this Form 10-Q have been retroactively restated to reflect the effect of the 2025 Reverse Stock Split.

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as a single operating and reportable segment. The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, allocates resources and assesses performance based upon consolidated financial information, which includes net loss and comprehensive loss as the reported measure of segment profit or loss. The CODM reviews and utilizes functional expenses (cost of revenue, research and development, and sales, general and administrative) at the consolidated level to manage the Company’s operations. The other segment item included in net loss and comprehensive loss is interest and other income, net which is reflected in the condensed consolidated statements of operations and comprehensive loss. Revenues from the sale of the Evie Ring have only been generated in the United States.

The following table is a summary of the significant expenses and consolidated net loss provided to the CODM:

	Three Months Ended<br><br> September 30,						Nine Months Ended<br><br> September 30,
(in thousands)	2025			2024			2025			2024
Revenue	$	80		$	50		$	389		$	902
Less:
Cost of revenue ^(1)^		276			842			1,279			2,402
Research and development ^(1)^		819			3,260			4,222			8,232
Sales, general and administrative ^(1)^		885			2,793			4,207			7,103
Other segment expenses ^(2)^		2,129			356			3,113			2,276
Consolidated net loss	$	(4,029	)	$	(7,201	)	$	(12,432	)	$	(19,111	)

^(1)^	Excludes stock-based compensation expense. The significant expense categories align with the information that is regularly provided to the CODM.
^(2)^	Other segment expenses include stock-based compensation expense and interest and other income, net.

Cash and Cash Equivalents

The Company invests its excess cash primarily in money market funds, commercial paper, and short-term debt securities. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentrations of Credit Risk and Off-BalanceSheet Risk

Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. Substantially all cash and cash equivalents are held in United States financial institutions. Cash equivalents consist of interest-bearing money market accounts and institutional money market funds. The amounts deposited in the money market accounts may from time to time exceed federally insured limits. The Company has not experienced any losses related to money market accounts and believes the associated credit risk to be minimal due to the financial condition of the depository institutions in which those deposits are held.

The Company is dependent on third-party manufacturers to supply products for manufacturing as well as research and development activities. These programs could be adversely affected by a significant interruption in the supply of such materials.

The Company has no financial instruments with off-balance sheet risk of loss.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets were primarily comprised of prepaid expenses and other current receivables.

Inventory

Inventory, which consists of raw materials and finished goods, is stated at the lower of cost or net realizable value. Cost comprises purchase price and incidental expenses incurred in bringing the inventory to its present location and condition. Cost is computed using the weighted-average cost method.

The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Software Development Costs

Costs related to software development are included in research and development expense until the point that technological feasibility is reached, which, for the Company’s product, will be shortly before the product is released to manufacturing. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the product. During the three and nine months ended September 30, 2025 and 2024, no software development costs were capitalized, and no amortization was recognized.

Impairment of Long-Lived Assets

The Company reviews the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount.

Revenue

The Company recognizes revenue from contracts with customers upon transfer of control of promised goods or services at the transaction price which reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. The transaction price is calculated as selling price net of variable consideration which may include estimates for future returns and sales incentives related to current period product revenue.

The Company generates revenue from the sale of Evie Rings, portable chargers, charging cables, ring sizers, and mobile applications. As part of the purchase, customers also receive customer support and future unspecified software updates. These items are collectively referred to as the Evie Ring Elements, each of which is distinct and a separate performance obligation. The Company recognizes revenue when control is transferred to the customer in an amount that reflects the net consideration to which the Company expects to be entitled.

In determining how revenue should be recognized, a five-step process is used which includes identifying the contract, identifying the distinct performance obligations, determining the transaction price, allocating the transaction price to each distinct performance obligation, and determining the timing of revenue recognition for each distinct performance obligation.

For each contract, the Company considers the obligation to transfer the Evie Ring Elements, each of which are distinct, to be separate performance obligations.

Transaction price for the Evie Ring Elements reflects the net consideration to which the Company expects to be entitled. Transaction price is based on the sales price. The Company includes an estimate of variable consideration in the calculation of the transaction price at the time of sale. Variable consideration primarily includes product return provisions. The Company classifies the product return provisions as liabilities in the condensed consolidated balance sheet.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

The adequacy of the estimates for the variable consideration is reviewed at each reporting date. If the actual amount of consideration differs from the estimates, the Company would adjust the estimates, impacting revenue in the period that such variances become known. If any of the judgments were to change, this change could cause a material increase or decrease in the amount of revenue reported in a particular period.

The Company allocates the transaction price to each performance obligation using the relative stand-alone selling price (“SSP”) for each distinct good or service in the contract. When available, the Company uses observable prices to determine SSP. When observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, where applicable, prices charged by the Company for similar offerings, market trends in the pricing for similar offerings, product-specific business objectives and the estimated cost to provide the performance obligation.

Revenue associated with the Evie Ring, portable charger, charging cable, ring sizer, and mobile application performance obligations is recognized upon delivery to customers. The performance obligation for the embedded right to receive, on a when-and-if-available basis, customer support and future unspecified software updates, is recognized to revenue on a straight-line basis over the estimated life of the product and is not material in the periods presented. The Company allocates revenue and any related discounts to these performance obligations based on their relative SSPs. Because the Company lacks observable prices for the undelivered performance obligations, the allocation of revenue is based on the Company’s estimated SSPs.

The Company records revenue from the sales of the Evie Ring Elements upon transfer of control of the distinct Evie Ring Elements to the customer. The Company typically determines transfer of control for the Evie Ring Elements based on when the product is delivered, or when the customer has obtained the significant risks and reward of ownership. The future unspecified software updates and customer support that the Company offers are separate performance obligations, and revenue is recognized over time on a ratable basis.

The sales of the Evie Ring Elements include an assurance warranty. Estimated assurance warranties for the three and nine months ended September 30, 2025 and 2024 were not material.

Contract balances represent amounts presented in the condensed consolidated balance sheets when the Company has transferred goods or services to the customer, or the customer has paid consideration to the Company under the contract. Customer payments are made up-front upon the purchase of products and services. The Company has no accounts receivable as of September 30, 2025 or December 31, 2024, respectively. There were no contract assets at September 30, 2025 or December 31, 2024.

The Company records a contract liability for deferred revenue when cash payments from customers are received prior to the transfer of control or satisfaction of the related performance obligations. Deferred revenue at September 30, 2025 and December 31, 2024 was $8,000 and $36,000, respectively. As of September 30, 2025, the Company expects 100% of total deferred revenue to be realized in less than a year.

The Company offers limited rights of return for a 60-day right of return, whereby customers may return the Evie Ring Elements. The Company’s estimate of future returns requires significant judgement. The Company estimates reserves based on data specific to each reporting period and historical trends to date. The estimate is adjusted each period for actual returns received. The returns reserve is recorded as a reduction of revenue and recognized in other current liabilities. As of September 30, 2025 and December 31, 2024, the balance of product return provisions included in other current liabilities is $11,000 and $0.1 million, respectively.

The Company collects sales taxes at the point of sale and remits the taxes to the proper state authorities. Sales tax is excluded from the measurement of the transaction price.

Shipping and handling costs are incurred as part of fulfillment activities with customers and are included as a component of cost of revenue.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

Costs of Revenue

Costs of revenue consists primarily of material costs, freight charges, purchasing and receiving costs, inspection costs, customer support, data hosting services and other costs, which are directly attributable to the production of the Company’s product. Write-down of inventory to lower of cost or net realizable value is also recorded in cost of goods sold.

Advertising Costs

The Company expenses advertising costs as they are incurred. Advertising expenses were $0.3 million and $0.2 million for the nine months ended September 30, 2025 and 2024, respectively and $3,000 and $49,000 for the three months ended September 30, 2025 and 2024, respectively. These costs are included in “Sales, general and administrative expenses” in the accompanying condensed consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

The Company measures equity classified stock-based awards granted to employees, directors, and nonemployees based on the estimated fair value on the date of grant and recognizes compensation expense of those awards on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation including the expected term, the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures as they occur.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. As the Company maintained a full valuation allowance against its deferred tax assets, the changes resulted in no provision or benefit from income taxes during the three and nine months ended September 30, 2025 and 2024, respectively.

The Company accounts for unrecognized tax benefits using a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company establishes a liability for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. The Company records an income tax liability, if any, for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax returns. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The liability is adjusted considering changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of liability provisions and changes to the liability that are considered appropriate. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

For interim periods, the Company estimates its annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. The Company computes the tax provision or benefit related to items reported separately and recognizes the items net of their related tax effect in the interim periods in which they occur. The Company recognizes the effect of changes in enacted tax laws or rates in the interim periods in which the changes occur. The Company does not have any expected income taxes in any jurisdiction as of September 30, 2025.

Net Loss per Share

Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. The weighted average number of common shares used in calculating basic and diluted net loss per share includes the weighted-average pre-funded common stock warrants outstanding during the period as they are exercisable at any time for nominal cash consideration. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The Company adopted this accounting standard on December 31, 2024. The adoption has no impact on our financial statements nor resulted in incremental disclosures within the footnotes to the consolidated financial statements. See Note 2 under “Segment Information” for additional information

In November 2024, the FASB issued ASU 2024-03, Income Statement- Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The pronouncement’s amendments are effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company will adopt this guidance on a prospective basis in the annual financial statements for the year ending December 31, 2025. As it only requires additional disclosures, this pronouncement will not have a significant impact on the Company’s consolidated financial condition or results of operations.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Subtopic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The pronouncement’s amendments are effective for public business entities for annual periods beginning after December 15, 2024. The Company will adopt this guidance on a prospective basis in the annual financial statements for the year ending December 31, 2025. As it only requires additional disclosures, this pronouncement will not have a significant impact on the Company’s consolidated financial condition or results of operations.

In September 2025, the FASB issued ASU 2025-06, Intangibles– Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this Update (i) remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40, (ii) specify that the disclosures in Subtopic 360-10, Property, Plant, and Equipment—Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements, (iii) clarify that the intangibles disclosures in paragraphs 350-30-50-1 through 50-3 are not required for capitalized internal-use software costs, and (iv) supersede the website development costs guidance and incorporate the recognition requirements for website-specific development costs from Subtopic 350-50 into Subtopic 350-40. The pronouncement’s amendments are effective for all entities for annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this pronouncement and does not expect that it has a significant impact on the Company’s consolidated financial condition or results of operations.

Note3 – FAIR VALUE MEASUREMENTS

Financial assets and liabilities are recorded at fair value. The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in those financial instruments.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

Level 1 –	Quoted prices in active markets for identical assets or liabilities.
Level 2 –	Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly.
---	---
Level 3 –	Significant unobservable inputs that cannot be corroborated by market data.
---	---

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s Level 1 financial assets are money market funds whose fair values are based on quoted market prices. The carrying amounts of prepaid expenses and other current assets, payroll tax credit, vendor deposits, inventory, accounts payable, deferred revenue, and other current liabilities approximate fair value due to the short-term nature of these instruments.

The following tables provide a summary of the assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 (in thousands):

Fair Value Measurements

	September 30, 2025
	Fair Value		Level 1		Level 2		Level 3
Cash equivalents:
Money market funds	$	1,707	$	1,707	$	—	$	—
Total cash equivalents	$	1,707	$	1,707	$	—	$	—
	December 31, 2024
---	---	---	---	---	---	---	---	---
	Fair Value		Level 1		Level 2		Level 3
Cash equivalents:
Money market funds	$	7,158	$	7,158	$	—	$	—
Total cash equivalents	$	7,158	$	7,158	$	—	$	—

Note4 – CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of the following (in thousands):

	September 30,		December 31,
	2025		2024
Cash and cash equivalents:
Cash	$	293	$	744
Money market funds		1,707		7,158
Total cash and cash equivalents	$	2,000	$	7,902

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

Note 5 – BRIDGE LOAN(related party)

On August 6, 2025, 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”). 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 3, 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 require the Company to pay an additional amount equal to double the then outstanding principal balance of the Bridge Loan upon the occurrence of certain triggering events.

Upon maturity, the Company is required to repay the $1.5 million principal, accrued interest, and a $3.0 million premium. The premium represents an original issue discount, which is amortized over the 90-day term of the loan using the effective interest method, resulting in an effective annual interest rate of approximately 532.59%.

As of September 30, 2025, the carrying amount of the bridge loan was $3M, net of unamortized discount of $1.5M. Interest expense recognized for the three months ended September 30, 2025, was $1.5M, including $1.5M related to amortization of the original issue discount.

The transaction was negotiated directly with the noncontrolling shareholder and was entered into to provide short-term funding; management believes the terms were reasonable under the circumstances. The loan remains outstanding as of the reporting date and was scheduled to mature on November 3, 2025.

Note6 – BALANCE SHEET COMPONENTS

Inventory as of September 30, 2025 and December 31, 2024, consisted of the following (in thousands):

	September 30,		December 31,
	2025		2024
Raw materials	$	2,249	$	1,845
Finished goods		224		201
Total inventory	$	2,473	$	2,046

Property and equipment, net, as of September 30, 2025 and December 31, 2024, consisted of the following (in thousands):

	September 30,			December 31,
	2025			2024
Office equipment and furniture	$	260		$	260
Software		144			144
Test equipment		310			310
Total property and equipment		714			714
Less: accumulated depreciation		(585	)		(501	)
Total property and equipment, net	$	129		$	213

Total depreciation and amortization expense related to property and equipment for the three and nine months ended September 30, 2025 was approximately $28,000 and $84,000, respectively. Total depreciation and amortization expense related to property and equipment for the three and nine months ended September 30, 2024 was approximately $30,000 and $100,000, respectively.

Note7 – Other Current Liabilities

Other current liabilities as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

	September 30,		December 31,
	2025		2024
Accrued compensation	$	454	$	324
Accrued research and development		47		235
Accrued vacation		108		307
Lease liabilities, current portion		247		186
Accrued interest on bridge loan (related party)		28		—
Other		197		341
	$	1,081	$	1,393

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

Note8 – Common Stock

As of September 30, 2025 and December 31, 2024, the Company was authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share. As of September 30, 2025 and December 31, 2024, 834,908 and 684,029 shares were outstanding, respectively.

At-the-Market Issuance of Common Stock

On August 15, 2022, the Company entered into an At-the-Market Issuance Agreement (the “Issuance Agreement”) with B. Riley Securities, Inc. (the “Sales Agent”). Pursuant to the terms of the Issuance Agreement, the Company may sell from time to time through the Sales Agent shares of the Company’s common stock having an aggregate offering price of up to $50,000,000 (the “Shares”). Sales of Shares, if any, may be made by means of transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including block trades, ordinary brokers’ transactions on the Nasdaq Capital Market or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices or by any other method permitted by law.

Under the terms of the Issuance Agreement, the Company may also sell Shares to the Sales Agent as principal for its own accounts at a price to be agreed upon at the time of sale. Any sale of Shares to the Sales Agent as principal would be pursuant to the terms of a separate agreement between the Company and the Sales Agent.

The Company has no obligation to sell any of the Shares under the Issuance Agreement and may at any time suspend solicitation and offers under the Issuance Agreement.

In June 2024, the Company replaced B. Riley Securities with Jones Trading as the Sales Agent for the Issuance Agreement.

During the three months ended September 30, 2025, the Company neither issued nor sold any shares through the Issuance Agreement. During the three months ended September 30, 2024, the Company issued and sold an aggregate of 3,528 shares of common stock through the Issuance Agreement at a weighted-average public offering price of $55.10 per share and received net proceeds of $0.2 million. During the nine months ended September 30, 2025 and 2024, the Company issued and sold an aggregate of 146,091 and 9,906 shares of common stock through the Issuance Agreement at a weighted-average public offering price of $12.00 and $66.40 per share and received net proceeds of $1.6 million and $0.6 million, respectively. As of September 30, 2025, the Issuance Agreement had been terminated as a result of the expiration of the Company’s Registration Statement on Form S-3.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance at September 30, 2025 is summarized as follows:

	September 30,
	2025
Warrants to purchase common stock		345,461
Stock options outstanding		69,741
Stock options available for future grants		85,893
Shares subject to restricted stock units		150,848
Total		651,943

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

Note 9 – Common StockWarrants

The following is a summary of the Company’s warrant activity for the nine months ended September 30, 2025:

Warrant Issuance	Issuance	Exercise<br> Price		Outstanding,<br> December 31,<br> 2024		Granted		Exercised			Canceled/<br> Expired			Variable Settlement Provision Adjustment		Outstanding,<br> September 30, <br><br>2025		Expiration

| Preferred A Placement Warrants | March and April 2018 and August 2019 | $ | 210.00 | | 1,957 | | — | | — | | | (1,957 | ) | | — | | — | April 2025 |

| Preferred B Placement Warrants | April 2019 | $ | 315.00 | | 3,098 | | — | | — | | | (3,098 | ) | | — | | — | April 2025 |

| Convertible Notes Placement Warrants | August 2020 | $ | 385.50 | | 1,146 | | — | | — | | | (1,146 | ) | | — | | — | August 2025 |

| Underwriter Warrants | March 2021 | $ | 900.00 | | 6,380 | | — | | — | | | — | | | — | | 6,380 | March 2026 |

| January 2023 warrants | January 2023 | $ | 235.50 | | 15,480 | | — | | — | | | — | | | — | | 15,480 | January 2028 |

| February 2023 warrants | February 2023 | $ | 235.50 | | 2,322 | | — | | — | | | — | | | — | | 2,322 | February 2028 |

| August 2023 warrants | August 2023 | $ | 186.00 | | 1,345 | | — | | — | | | — | | | — | | 1,345 | August 2028 |

| April 2024 Pre-Funded warrants | April 2024 | $ | 0.15 | | 20,994 | | — | | (4,855 | ) | | — | | | — | | 16,139 | April 2029 |

| April 2024 warrants | April 2024 | $ | 61.10 | | 301,584 | | — | | — | | | — | | | — | | 301,584 | April 2029 |

| August 2024 warrants | August 2024 | $ | 61.10 | | 2,211 | | — | | — | | | — | | | — | | 2,211 | August 2029 |

| | | | | | 356,517 | | — | | (4,855 | ) | | (6,201 | ) | | — | | 345,461 | |

The following is a summary of the Company’s warrant activity for the nine months ended September 30, 2024:

Warrant Issuance	Issuance	Exercise<br> Price		Outstanding,<br> December 31,<br> 2023		Granted		Exercised		Canceled/<br> Expired		Variable Settlement Provision Adjustment		Outstanding,<br> September 30,<br> 2024		Expiration

| Preferred A Placement Warrants | March and April 2018 and August 2019 | $ | 210.00 | | 1,957 | | — | | — | | — | | — | | 1,957 | April 2025 |

| Preferred B Placement Warrants | April 2019 | $ | 315.00 | | 3,098 | | — | | — | | — | | — | | 3,098 | April 2025 |

| Convertible Notes Placement Warrants | August 2020 | $ | 385.50 | | 1,146 | | — | | — | | — | | — | | 1,146 | August 2025 |

| Underwriter Warrants | March 2021 | $ | 900.00 | | 6,380 | | — | | — | | — | | — | | 6,380 | March 2026 |

| January 2023 warrants | January 2023 | $ | 235.50 | | 15,480 | | — | | — | | — | | — | | 15,480 | January 2028 |

| February 2023 warrants | February 2023 | $ | 235.50 | | 2,322 | | — | | — | | — | | — | | 2,322 | February 2028 |

| August 2023 warrants | August 2023 | $ | 186.00 | | 1,345 | | — | | — | | — | | — | | 1,345 | August 2028 |

| April 2024 Pre-Funded warrants | April 2024 | $ | 0.15 | | — | | 20,994 | | — | | — | | — | | 20,994 | April 2029 |

| April 2024 warrants | April 2024 | $ | 61.10 | | — | | 301,584 | | — | | — | | — | | 301,584 | April 2029 |

| August 2024 warrants | August 2024 | $ | 61.10 | | — | | 2,211 | | — | | — | | — | | 2,211 | August 2029 |

| | | | | | 31,728 | | 324,789 | | — | | — | | — | | 356,517 | |

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

Note10 – Stock-based Compensation

2019 Equity Incentive Plan

As of September 30, 2025, the Company had 72,215 shares available for future grant pursuant to the 2019 Incentive Plan.

2021 Employment Inducement Plan

As of September 30, 2025, the Company had 13,678 shares available for future grant under the 2021 Inducement Plan.

Stock Options

Stock option activity for the nine months ended September 30, 2025 was as follows (in thousands, except share, per share, and remaining life data):

	Number of<br> Options			Weighted<br> Average<br> Exercise Price		Weighted<br> Average<br> Remaining Life	Intrinsic<br> Value

| Outstanding at December 31, 2024 | | 72,140 | | $ | 219.80 | 7.2 years | $ | 11 |

| Granted | | 6,347 | | $ | 51.84 | | | |

| Exercised | | — | | $ | — | | | |

| Cancelled | | (8,746 | ) | $ | 237.60 | | | |

| Outstanding at September 30, 2025 | | 69,741 | | $ | 206.12 | 6.2 years | $ | — | | Exercisable as of September 30, 2025 | | 60,838 | | $ | 214.98 | 5.9 years | $ | — | | Vested and expected to vest as of September 30, 2025 | | 69,741 | | $ | 206.12 | 6.2 years | $ | — |

The weighted-average grant date fair value of options granted during the nine months ended September 30, 2025 and 2024, was $31.58 and $36.20, respectively. During the nine months ended September 30, 2025, no options were exercised. During the nine months ended September 30, 2024, 267 options were exercised for proceeds of $15,200. The fair value of the 5,283 and 33,368 options that vested during the nine months ended September 30, 2025 and 2024 was approximately $0.9 million and $2.6 million, respectively.

The Company estimated the fair value of stock options using the Black-Scholes option pricing model. The fair value of the stock options was estimated using the following weighted average assumptions for the nine months ended September 30, 2025 and 2024.

	Nine Months Ended<br> September 30,

| | 2025 | | | 2024 | | | | Dividend yield | | — | % | | — | % |

| Expected volatility | | 65.16 | % | | 51.6 | % |

| Risk-free interest rate | | 4.39 | % | | 4.26 | % |

Dividend Rate—The expected dividend rate was assumed to be zero, as the Company had not previously paid dividends on common stock and has no current plans to do so.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

Expected Volatility—The expected volatility was derived from the historical stock volatilities of several public companies within the Company’s industry that the Company considers to be comparable to the business over a period equivalent to the expected term of the stock option grants.

Risk-Free Interest Rate—The risk-free interest rate is based on the interest yield in effect at the date of grant for zero coupon U. S. Treasury notes with maturities approximately equal to the option’s expected term.

Expected Term—The expected term represents the period that the Company’s stock options are expected to be outstanding. The expected term of option grants that are considered to be “plain vanilla” are determined using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For other option grants not considered to be “plain vanilla,” the Company determined the expected term to be the contractual life of the options.

Forfeiture Rate—The Company recognizes forfeitures when they occur.

The Company has recorded stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024 related to the issuance of stock option awards to employees and nonemployees in the condensed consolidated statement of operations and comprehensive loss as follows (in thousands):

	Three Months Ended<br><br> September 30,				Nine Months Ended<br><br> September 30,
	2025		2024		2025		2024
Cost of revenue	$	4	$	3	$	5	$	38
Research and development		25		144		191		966
Sales, general and administrative		64		387		446		1,691
	$	93	$	534	$	642	$	2,695

As of September 30, 2025, unamortized compensation expense related to unvested stock options was approximately $0.5 million, which is expected to be recognized over a weighted average period of 1.1 years.

Restricted Stock Units

During the nine months ended September 30, 2025, the Company granted 120,548 RSUs to Employees (“Employee RSUs”) in lieu of salary for the period from May 1, 2025 to September 30, 2025, which vest over that period based upon continued service. The Company also granted 30,300 RSUs to Directors (“Director RSUs”) in lieu of quarterly cash compensation for the period from October 1, 2024 to September 30, 2025, which vest immediately on the grant date.

The awards are to be converted into shares on the earlier of (a) the date of a Change of Control, (b) promptly following the date of grantee’s separation of service, and (c) December 31, 2025.

The Company measures the fair value of Employee RSUs and Director RSUs on the grant date of the award. For the Employee RSUs, stock-based compensation expense is recognized on a straight-line basis over the requisite service period. For Director RSUs, stock-based compensation expense is recognized immediately.

The following table summarizes the activity related to the Company’s restricted stock units (“RSUs”):

		Weighted Average<br><br> Grant Date Fair Value
Balance, March 31, 2025	—		—
Granted	61,594	$	8.60
Vested	61,594	$	8.60
Vested and converted to shares	—		—
Forfeited or cancelled	—		—
Balance, June 30, 2025	61,594	$	8.60
Granted	89,254	$	6.70
Vested	89,254	$	6.70
Vested and converted to shares	—		—
Forfeited or cancelled	—		—
Balance, September 30, 2025	150,848	$	7.48

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

The Company has recorded stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024 related to the issuance of RSUs to employees and nonemployees in the condensed consolidated statement of operations and comprehensive loss as follows (in thousands):

	Three Months Ended<br><br> September 30,				Nine Months Ended<br><br> September 30,
	2025		2024		2025		2024
Cost of revenue	$	—	$	—	$	—	$	—
Research and development		322		—		537		—
Sales, general and administrative		276		—		591		—
	$	598	$	—	$	1,128	$	—

Note11 – Commitments and Contingencies

Operating and Finance Leases

As of September 30, 2025, the Company has lease agreements for the corporate headquarters and laboratory space.

The balances of the operating and finance lease related accounts as of September 30, 2025 and December 31, 2024 are as follows (in thousands):

	September 30,		December 31,
Operating and Finance leases	2025		2024
Right-of-use assets	$	463	$	600
Operating lease liabilities - Short-term	$	228	$	169
Operating lease liabilities - Long-term	$	329	$	502
Finance lease liabilities - Short-term	$	19	$	17
Finance lease liabilities - Long-term	$	3	$	18

The short-term lease liabilities and the long-term lease liabilities are included in other current liabilities and other noncurrent liabilities, respectively, on the Company’s condensed consolidated balance sheets.

The components of lease expense and supplemental cash flow information as of and for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands):

	Three Months Ended<br> September 30,						Nine Months Ended<br> September 30,

| | 2025 | | | 2024 | | | 2025 | | | 2024 | | | | Lease Cost: | | | | | | | | | | | | |

| Operating lease cost | $ | 55 | | $ | 57 | | $ | 171 | | $ | 182 | | | Other Information: | | | | | | | | | | | | |

| Cash paid for amounts included in the measurement of lease liabilities for the year ended | $ | 72 | | $ | 68 | | $ | 240 | | $ | 195 | |

| Weighted average remaining lease term - operating leases (in years) | | 2.3 | | | 3.3 | | | 2.3 | | | 3.3 | |

| Average discount rate - operating leases | | 10.00 | % | | 10.00 | % | | 10.00 | % | | 10.00 | % |

| Weighted average remaining lease term - financing leases (in years) | | 1.2 | | | 2.2 | | | 1.2 | | | 2.2 | |

| Average discount rate - financing leases | | 15.08 | % | | 15.08 | % | | 15.08 | % | | 15.08 | % |

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

Future minimum lease payments for the operating and finance leases are as follows as of September 30, 2025 (in thousands):

2025 remaining	$	71
2026		290
2027		280
Total lease payments		641
Less: Interest		(62	)
Total lease liabilities	$	579

Litigation

From time to time, the Company may become involved in various litigation and administrative proceedings relating to claims arising from its operations in the normal course of business. Management is not currently aware of any matters that may have a material adverse impact on the Company’s business, financial position, results of operations or cash flows.

Indemnification

The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future but have not yet been made. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.

No amounts associated with such indemnifications have been recorded as of September 30, 2025.

Non-cancelable Obligations

One of the Company’s contract manufacturers purchased raw materials for the benefit of the Company of $0.3 million at September 30, 2025 for which title to such materials had not transferred to the Company. The Company did not have any other non-cancelable contractual commitments as of September 30, 2025.

Royalty Commitments

The Company is required to make certain usage-based royalty payments to a vendor. The royalty amount is calculated based on the number of Evie Rings shipped, as adjusted for returns and refunds to customers, and the number of specified algorithms developed by the vendor that are included on the Evie Rings. The maximum amount of the royalty commitment is approximately $6.1 million, and the amount of the research and development expenses paid to the vendor will reduce the total royalty commitment amount. Through September 30, 2025, the Company has paid research and development expenses of approximately $0.9 million to the vendor. The amount of the royalty calculation for the three and nine months ended September 30, 2025 and 2024 was not significant.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

Note12 – NET LOSS PER SHARE

The following table provides the computation of the basic and diluted net loss per share during the three and nine months ended September 30, 2025 and 2024 (in thousands, except share and per share data):

	Three Months Ended<br> September 30,						Nine Months Ended<br> September 30,
	2025			2024			2025			2024
Numerator:
Net loss	$	(4,029	)	$	(7,201	)	$	(12,432	)	$	(19,111	)
Denominator:
Weighted average shares used in computing net loss per share, basic and diluted		851,090			681,634			781,461			573,300
Net loss per share, basic and diluted	$	(4.73	)	$	(10.56	)	$	(15.91	)	$	(33.34	)

The potential shares of common stock that were excluded from the computation of diluted net loss per share for the nine months ended September 30, 2025 and 2024 because including them would have been antidilutive are as follows:

	Nine Months Ended<br><br> September 30,
	2025		2024
Shares subject to options to purchase common stock		69,741		75,511
Shares subject to restricted stock units		150,848		—
Shares subject to warrants to purchase common stock		329,322		335,523
Total		549,911		411,034

Note13 – Subsequent Events

Management of the Company evaluated events that have occurred after the balance sheet dates through the date these condensed consolidated financial statements were issued.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

Merger Agreement

On November 6, 2025, the Company entered into the Merger Agreement, by and among the Company, Merger Sub and Corvex, 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, with Corvex continuing as a wholly-owned subsidiary of Movano and the surviving company of the Merger.

Under the Exchange Ratio formula in the Merger Agreement, based upon a valuation for Corvex of $250.0 million, and a valuation for the Company of $10.0 million, upon the closing of the Merger (the “Closing”), on a pro forma basis and prior to taking into account (1) shares issuable by the Company pursuant to the Series A Subscription Agreement and the ChEF Purchase Agreement and (2) shares issuable by Corvex in connection with the Corvex Concurrent Financing, based upon the number of shares of Company common Stock expected to be issued in the Merger, pre-Merger Corvex stockholders would own approximately 96.2% of the combined company and pre-Merger Company stockholders would own approximately 3.8% of the combined company, in each case, on a fully-diluted basis (excluding out-of-the money options and warrants). Under the Exchange Ratio formula in the Merger Agreement, the relative ownership of the combined company by pre-Merger Corvex stockholders and pre-Merger Company stockholders will be adjusted to take into account funds raised in the Series A Purchase Agreement, the ChEF Purchase Agreement and the Corvex Concurrent Financing (based on a $6.25 post-Closing per share value). In addition, the Merger Agreement includes an earnout provision under which Corvex’s current stockholders and option holders would receive additional shares upon (1) the Company’s volume weighted average share price exceeding $15.00 per share for 20 of any 30 consecutive trading days on or before the fifth anniversary of the Closing and (2) the Company’s volume weighted average share price exceeding $25.00 per share for 20 of any 30 consecutive trading days on or before the seventh anniversary of the Closing. On a pro forma basis assuming all such shares are issued and prior to taking into account shares issuable pursuant to the Series A Purchase Agreement, the ChEF Purchase Agreement and the Corvex Concurrent Financing, pre-Merger Corvex stockholders would own approximately 96.9% of the combined company and pre-Merger Company stockholders would own approximately 3.1% of the combined company, in each case, on a fully-diluted basis (excluding out-of-the money options and warrants). In addition, pursuant to the Merger Agreement, the relative ownership of the combined company by pre-Merger Corvex stockholders and pre-Merger Company stockholders is subject to adjustment in the event that the Company’s liabilities at Closing exceed $5.0 million or its expenditures through Closing exceed an agreed-upon budget.

Pursuant to the Merger Agreement, prior to Closing, the Company is permitted to market for sale its current operating assets and to the extent it is able to sell such assets and realize net proceeds after paying the balance due under the Loan Agreement (as defined below), and satisfying certain other reserve requirements, Movano is permitted to distribute such net proceeds to pre-merger Movano stockholders at Closing.

Series A Stock Financing

On November 6, 2025, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware establishing a class of Company preferred stock to be designated as Series A Preferred Stock, par value $0.0001 per share (the “Series A Stock”). On November 6, 2025, the Company entered into a Preferred Stock Subscription Agreement (the “Series A Subscription Agreement”), with the investors party thereto (the “Series A Purchasers”), pursuant to which, the Company sold 3,000 shares of Series A Stock to the Series A Purchasers for a purchase price per share equal to $1,000 and an aggregate purchase price of $3,000,000.

The Series A Stock will automatically convert into shares of Company common stock upon the Closing, unless earlier converted or redeemed in accordance with the terms of the Certificate of Designations. The number of shares of Company common stock to which a holder of Series A Stock shall be entitled to receive upon conversion shall be equal to the Stated Value (as defined in the Certificate of Designations) of the Series A Stock being converted plus accrued and unpaid dividends divided by $5.50 (with any fractional shares being rounded up to the nearest whole share). The terms of the Series A Stock include a beneficial ownership limitation pursuant to which the Company is not permitted to effect any conversion of Series A Stock held by a holder to the extent that after giving effect to such issuance the holder and its affiliates would beneficially own in excess of 19.99% of the outstanding shares of common stock, unless stockholder approval has been obtained prior thereto as required under the rules and regulations of Nasdaq.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September30, 2025 and 2024

(Unaudited)

ChEF Equity Facility

On November 6, 2025, the Company entered into a ChEF purchase agreement (the “ChEF Purchase Agreement”) and CHEF registration rights agreement (the “ChEF Registration Rights Agreement”), each with Chardan Capital Markets LLC (“Chardan”) related to a “ChEF,” Chardan’s committed equity facility.

Pursuant to the ChEF Purchase Agreement, the Company has 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 Company common stock, and (ii) the Exchange Cap (as defined below), subject to certain conditions and limitations set forth in the ChEF Purchase Agreement. The Company is under no obligation to sell any securities to Chardan under the ChEF Purchase Agreement. Sales of Company common stock to Chardan under the ChEF Purchase Agreement, and the timing of any sales, will be determined by the Company from time to time, subject to prior written consent by Corvex prior to the Closing. Under the applicable rules and regulations of Nasdaq, in no event may the Company issue to Chardan under the ChEF Purchase Agreement more than 19.99% of the shares of the Company common stock outstanding immediately prior to the execution of the ChEF Purchase Agreement (the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Company common stock pursuant to the ChEF Purchase Agreement in excess of the Exchange Cap in accordance with the applicable rules and regulations of Nasdaq or such approval is not required in accordance with the applicable rules and regulations of Nasdaq or otherwise because the average price of all applicable sales of Company common stock to Chardan pursuant to the ChEF Purchase Agreement equals or exceeds $5.30 per share, which represents the “Nasdaq Minimum Price” as of the date of the execution of the ChEF Purchase Agreement.

Amendments to Bridge Loan (Related Party)

On November 3, 2025, the Company entered into an amendment (the “First Amendment”) to the Bridge Loan (See Note 5). The First Amendment provided for an extension of the maturity date of the Bridge Loan to November 5, 2025.

On November 6, 2025, the Company entered into a second amendment to the Bridge Loan (the “Second Amendment”). The Second Amendment provides for an extension of the maturity date of the Bridge Loan to March 31, 2026 in exchange for the Company’s agreeing that upon any sale or other disposition of all or substantially all the Company’s assets prior to closing of the Merger, it will be obligated to repay the $1.5 million principal of the Bridge Loan, plus any other outstanding obligations plus a $3.0 million repayment premium. The Second Amendment further provides that if the outstanding obligations under the Bridge Loan are not satisfied prior to Closing, the Company’s intellectual property and other assets associated with its business prior to Closing will be transferred to the Lender in full satisfaction of such obligations. As a result, the remaining unamortized original issue discount will be amortized using the effective interest method over the amended term ending March 31, 2026. The effective interest rate as of the modification date was approximately 111.64%. No additional proceeds were received in connection with either amendment.

Cancellation of RSUs and Grant of Options

On October 1, 2025, the Company granted 51,258 RSUs to employees in lieu of salary for the period from October 1, 2025, to December 31, 2025. The Company also granted 10,549 RSUs to Directors in lieu of cash compensation for the period from October 1, 2025, to December 31, 2025. The awards were to be converted into shares on the earlier of (a) the date of a Change of Control, (b) promptly following the date of grantee’s separation of service, and (c) December 31, 2025. See Note 10 for a description of RSUs granted to Company employees and directors during previous periods in lieu of cash compensation.

On November 5, 2025, the Company cancelled all 171,806 RSUs previously granted to employees and all 40,849 RSUs previously granted to directors, in each case in lieu of cash compensation, and, as replacement therefor, issued 238,992 Nonqualified Stock Options (“NSOs”) to employees and 61,250 NSOs to directors which vest immediately on the grant date. The Company also granted an additional 80,000 NSOs to employees and 61,000 NSOs to directors, which vest immediately on the grant date. The grants covered a total of 441,242 shares of common stock, at an exercise price of $1.25 per share. The replacement awards increased the fair value of the awards held by the employees and directors by $0.4 million, which will be recognized as additional compensation expense in fiscal year 2025. Total share-based compensation cost as of the issuance date of the NSOs was $1.9 million.

Item 2. Management’s Discussion and Analysisof Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy”, “future”, “likely” or other comparable terms and references to future periods. All statements other than statements of historical facts included in this Form 10-Q regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expectations for revenues, cash flows and financial performance, the anticipated results of our development efforts, product features and the timing for receipt of required regulatory approvals and product launches.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

●	our limited operating history and our ability to achieve profitability;
●	the ability of our common stock to meet the minimum requirements for continued listing on the Nasdaq Capital Market;
---	---
●	our ability to continue as a going concern and our need for and ability to obtain additional capital in the future;
---	---
●	our ability to consummate the Merger;
---	---
●	the impact of the entry into of the Merger Agreement on our business and operations;
---	---
●	our ability to demonstrate the feasibility of and develop products and their underlying technologies;
---	---
●	the impact of competitive or alternative products, technologies and pricing;
---	---
●	our ability to attract and retain highly qualified personnel;
---	---
●	our dependence on consultants to assist in the development of our technologies;
---	---
●	our ability to manage the growth of our Company and to realize the benefits from any acquisitions or strategic alliances we may enter in the future;
---	---

●	the impact of macroeconomic and geopolitical conditions including increases in prices caused by rising inflation;
●	our dependence on the successful commercialization of the Evie Ring;
---	---
●	our dependence on third parties to design, manufacture, market and distribute our products;
---	---
●	the adequacy of protections afforded to us by the patents that we own and the success we may have in, and the cost to us of, maintaining, enforcing and defending those patents;
---	---
●	our ability to obtain, expand and maintain patent protection in the future, and to protect our non-patented intellectual property;
---	---
●	the impact of any claims of intellectual property infringement, trade secret misappropriation, product liability, product recalls or other claims;
---	---
●	our need to secure required FCC, FDA and other regulatory approvals from governmental authorities in the United States;
---	---
●	the impact of healthcare regulations and reform measures;
---	---
●	the accuracy of our estimates of market size for our products;
---	---
●	our ability to implement and maintain effective control over financial reporting and disclosure controls and procedures; and
---	---
●	our success at managing the risks involved in the foregoing items.
---	---

The risks included above are not exhaustive. Other important risks and uncertainties are described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Except as otherwise required by the federal securities laws, 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.

Overview

Movano Inc., dba Movano Health, a Delaware corporation, is developing a platform to deliver purpose-driven healthcare solutions to bring medical-grade, high-quality data to the forefront of consumer health devices.

Recent Developments

On May 15, 2025, we reported that our Board of Directors initiated a process to explore strategic alternatives to maximize shareholder value. After a comprehensive review of strategic alternatives, on November 6, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Thor Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Corvex, Inc., a Delaware corporation (“Corvex”), 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 the Company and the surviving company of the Merger. The transaction was unanimously approved by the boards of directors of both companies and is expected to close in the first quarter of 2026, subject to satisfaction of customary closing conditions, including the approval of our stockholders at a special meeting to be scheduled in due course.

In connection with entry into the Merger Agreement and as described below, (1) we raised $3.0 million in equity capital pursuant to the Series A Subscription Agreement (as defined below), and (2) we entered into a $1.0 billion Equity Facility (as defined below) with Chardan Capital Markets LLC.

Our Products

Our initial commercial product is the Evie Ring, a wearable designed specifically for women that was launched in November 2023. We launched the Evie Ring as a general wellness device without any FDA premarket clearances. All revenues from the sale of the Evie Ring were generated in the United States.

The Evie Ring combines health and wellness metrics to give a full picture of one’s health, which include resting heart rate, heart rate variability (“HRV”), blood oxygen saturation (“SpO2”), respiration rate, skin temperature variability, period and ovulation tracking, menstrual symptom tracking, activity profile, including steps, active minutes and calories burned, sleep stages and duration, and mood tracking. The device provides women with continuous health data distilled down to simple, yet meaningful, insights to help them make manageable lifestyle changes and take a more proactive approach that could mitigate the risks of chronic disease.

Separately, in November 2024, we received FDA 510(k) clearance for the pulse oximetry feature in our EvieMED Ring, making it a medical device. The clearance enables us to pursue health solutions needed for applications such as clinical trials, post-clinical trial management, and remote patient spot check monitoring for both healthcare providers and payors. We believe EvieMED is one of the first patient wearables with FDA clearance on the entire system, both hardware and software, differing from our competition which sometimes gets FDA clearance on an individual algorithm under “Software as a Medical Device” guidance. The FDA clearance of these metrics, including pulse rate and SpO2, will be sold via prescription under the brand name EvieMED, and will help to ensure clinical-level confidence in EvieMED’s monitoring capabilities and make the device attractive to clinicians and to facilities engaged in clinical trials for at-home and/or long-term patient monitoring. This unique competitive advantage is not only a key pillar in building brand trust and loyalty but will also redefine the expectations of wearable devices.

In addition to the Evie Ring and EvieMED Ring, we are developing the smallest ever patented and proprietary System-on-a-Chip (“SoC”) designed specifically for blood pressure or continuous glucose monitoring (“CGM”) systems. We built the integrated sensor from the ground up with multiple antennas and a variety of frequencies to achieve an unprecedented level of precision in health monitoring. We are currently conducting clinical trials with the SoC and developing algorithms that, if successful, will enable us to develop wearables that can monitor glucose non-invasively and blood pressure without a cuff. Our end goal is to bring a Class II FDA-cleared device to the market that includes CGM and cuffless blood pressure monitoring capabilities. Over time, our technology could also enable the measurement and continuous monitoring of other health data.

Financial Operations Overview

We are a technology company that was formed in January 2018. We have a limited operating history and have generated only limited revenue to-date. We have largely focused our efforts and resources towards research and development activities relating to our development of the Evie Ring, EvieMED Ring and the SoC, the commercial launch of the Evie Ring and the FDA 510(k) clearance for the pulse oximeter feature of the EvieMED Ring. To date, we have funded our operations primarily from the sale of our equity securities.

We have incurred net losses in each year since inception. Our losses were $12.4 million and $19.1 million for the nine months ended September 30, 2025 and 2024, respectively. Substantially all our net losses have resulted from costs incurred in connection with our research and development programs and from sales, general and administrative costs associated with our operations.

As of September 30, 2025, we had $2.0 million in available cash and cash equivalents.

Critical Accounting Policies and Estimates

The discussion and analysis of our condensed consolidated financial condition and results of operations are based on our condensed consolidated financial statements, which we have prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements as well as the reported revenue and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes in our critical accounting policies and estimates during the three and nine months ended September 30, 2025, as compared to those disclosed in the 2024 Form 10-K.

Recently Issued and Adopted Accounting Pronouncements

A description of recently adopted and recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2, Summaryof Significant Accounting Policies, under Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements, to our audited financial statements for the year ended December 31, 2024, and notes thereto, included in the Company’s Annual Report on Form 10-K.

See Note 2 to our condensed consolidated financial statements included in Part I, Item 1, “Notes to Condensed Consolidated Financial Statements,” of this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements that may potentially impact our financial position and results of operations.

Results of Operations

Three and nine months ended September 30,2025 and 2024

Our condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 as discussed herein are presented below.

	Three Months Ended<br><br> September 30,										Nine Months Ended<br><br> September 30,
	2025			2024				%			2025			2024				%
	(in thousands, except share and per share data)										(in thousands, except share and per share data)
Revenue	$	80		$	50				60	%	$	389		$	902		)		-57	%
OPERATING EXPENSES:
Cost of revenue		280			845		)		-67	%		1,284			2,440		)		-47	%
Research and development		1,166			3,404		)		-66	%		4,950			9,198		)		-46	%
Sales, general and administrative		1,225			3,180		)		-61	%		5,244			8,794		)		-40	%
Total operating expenses		2,671			7,429		)		-64	%		11,478			20,432		)		-44	%
Loss from operations		(2,591	)		(7,379	)			65	%		(11,089	)		(19,530	)			43	%
Other income (expense), net:
Interest expense (related party)		(1,503	)		—		)		-100	%		(1,503	)		—		)		-100	%
Interest and other income, net		65			178		)		-63	%		160			419		)		-62	%
Other income (expense), net		(1,438	)		178		)		-908	%		(1,343	)		419		)		-421	%
Net loss	$	(4,029	)	$	(7,201	)			44	%	$	(12,432	)	$	(19,111	)			35	%

All values are in US Dollars.

Revenue

Revenue totaled $80,000 and $50,000 for the three months ended September 30, 2025 and 2024, respectively. The transfer of control of the Evie Ring Elements began in the first quarter of 2024, was completed in the second quarter of 2024, then re-started in the third quarter of 2024.

Revenue totaled $0.4 million and $0.9 million for the nine months ended September 30, 2025 and 2024, respectively. This decrease of $0.5 million was due to a reduction in marketing effort, leading to lower sales volume and the corresponding recognition of revenue upon the transfer of control of the Evie Ring Elements, which began in the first quarter of 2024.

Cost of revenue

Cost of revenue totaled $0.3 million and $0.8 million for the three months ended September 30, 2025 and 2024, respectively. Cost of revenue for the three months ended September 30, 2025 included direct costs of $0.2 million related to the transfer of control of the various Evie Ring Elements and $0.1 million for labor and related stock-based compensation. Cost of revenue for the three months ended September 30, 2024 included direct costs of $0.2 million related to the transfer of control of the various Evie Ring Elements, $0.1 million of order processing, shipping and fulfillment costs, and $0.5 million for inventory that was designated as scrap materials.

Cost of revenue totaled $1.3 million and $2.4 million for the nine months ended September 30, 2025 and 2024, respectively. This decrease of $1.1 million was primarily due to lower revenue for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Cost of revenue for the nine months ended September 30, 2025 included direct costs of $0.6 million related to the transfer of control of the various Evie Ring Elements, $0.4 million for labor and related stock-based compensation, and $0.2 million of order processing, shipping and fulfillment costs, and $0.1 million for inventory that was designated as scrap materials. Cost of revenue for the nine months ended September 30, 2024 included direct costs of $1.4 million related to the transfer of control of the various Evie Ring Elements, $0.4 million of order processing, shipping and fulfillment costs, and $0.6 million for inventory that was designated as scrap materials.

Research and Development

Research and development expenses totaled $1.2 million and $3.4 million for the three months ended September 30, 2025 and 2024, respectively. This decrease of $2.2 million was due primarily to lower research and laboratory expenses, mostly due to lower employee compensation, and other professional fees. Research and development expenses for the three months ended September 30, 2025 included expenses related to employee compensation of $0.9 million, other professional fees of $0.2 million, and other expenses of $0.1 million. Research and development expenses for the three months ended September 30, 2024 included expenses related to employee compensation of $1.8 million, other professional fees of $1.1 million, research and laboratory expenses of $0.3 million, and other expenses of $0.2 million.

Research and development expenses totaled $5.0 million and $9.2 million for the nine months ended September 30, 2025 and 2024, respectively. This decrease of $4.2 million was due primarily to lower research and laboratory expenses, mostly due to lower employee compensation, and other professional fees. Research and development expenses for the nine months ended September 30, 2025 included expenses related to employee compensation of $3.0 million, other professional fees of $1.5 million, research and laboratory expenses of $0.2 million, and other expenses of $0.3 million. Research and development expenses for the nine months ended September 30, 2024 included expenses related to employee compensation of $5.0 million, other professional fees of $2.4 million, research and laboratory expenses of $1.2 million, and other expenses of $0.6 million.

Sales, General and Administrative

Sales, general and administrative expenses totaled $1.2 million and $3.2 million for the three months ended September 30, 2025 and 2024, respectively. This decrease of $2.0 million was due primarily to lower headcount with respect to sales, general and administrative employees as a result of less activity, and decreased marketing costs. Sales, general and administrative expenses for the three months ended September 30, 2025 included expenses related to employee and board of director compensation of $0.6 million, and professional and consulting fees of $0.5 million, and other expenses of $0.1 million. Sales, general and administrative expenses for the three months ended September 30, 2024 included expenses related to employee and board of director compensation of $1.8 million, professional and consulting fees of $0.8 million, and other expenses of $0.6 million.

Sales, general and administrative expenses totaled $5.2 million and $8.8 million for the nine months ended September 30, 2025 and 2024, respectively. This decrease of $3.6 million was due primarily to lower headcount with respect to sales, general and administrative employees as a result of less activity, and decreased marketing costs, offset by increased stock compensation expenses related to the issuance of new option grants. Sales, general and administrative expenses for the nine months ended September 30, 2025 included expenses related to employee and board of director compensation of $2.2 million, professional and consulting fees of $1.9 million, and other expenses of $1.1 million. Sales, general and administrative expenses for the nine months ended September 30, 2024 included expenses related to employee and board of director compensation of $4.8 million, professional and consulting fees of $2.3 million, and other expenses of $1.7 million.

Loss from Operations

Loss from operations was $2.6 million for the three months ended September 30, 2025, as compared to $7.4 million for the three months ended September 30, 2024.

Loss from operations was $11.1 million for the nine months ended September 30, 2025, as compared to $19.5 million for the nine months ended September 30, 2024.

Other Income (Expense), Net

Other income (expense), net for the three months ended September 30, 2025 was a net other expense of $1.4 million as compared to a net other income of $0.2 million for the three months ended September 30, 2024. The increased expense was due primarily to $1.5 million of interest expense (related party) for the amortization of the original issue discount on the bridge loan during the three months ended September 30, 2025.

Other income (expense), net for the nine months ended September 30, 2025 was a net other expense of $1.3 million as compared to a net other income of $0.4 million for the nine months ended September 30, 2024. The increased expense was due primarily to $1.5 million of interest expense (related party) for the amortization of the original issue discount on the bridge loan during the nine months ended September 30, 2025.

Net Loss

As a result of the foregoing, net loss was $4.0 million for the three months ended September 30, 2025, as compared to $7.2 million for the three months ended September 30, 2024.

As a result of the foregoing, net loss was $12.4 million for the nine months ended September 30, 2025, as compared to $19.1 million for the nine months ended September 30, 2024.

Liquidity and Capital Resources

At September 30, 2025, we had cash and cash equivalents totaling $2.0 million. During the nine months ended September 30, 2025, we used $9.0 million of cash in our operating activities. On August 6, 2025, we entered into a Loan Agreement and Promissory Note pursuant to which we obtained $1,500,000 in secured debt financing (the “Bridge Loan”). On November 6, 2025, we entered into a Preferred Stock Subscription Agreement (the “Series A Subscription Agreement”), with the investors party thereto (the “Series A Purchasers”), pursuant to which we sold 3,000 shares of Series A Preferred Stock to the Series A Purchasers for a purchase price per share equal to $1,000 and an aggregate purchase price of $3,000,000. Additionally, on November 6, 2025, we entered into a ChEF purchase agreement (the “ChEF Purchase Agreement”) with Chardan Capital Markets LLC (“Chardan”) related to a “ChEF,” Chardan’s committed equity facility (the “Equity Facility”). Pursuant to the ChEF Purchase Agreement, we have the right from time to time to sell to Chardan up to $1,000,000,000 in aggregate gross purchase price of newly issued shares of our common stock. However, we are currently not able to raise additional capital under the Equity Facility until a Registration Statement on Form S-1 covering the sales thereunder is filed and declared effective by the SEC, after which our ability to raise additional capital under the Equity Facility may still be limited by the conditions and limitations set forth in the ChEF Purchase Agreement.

Our funding requirements are highly dependent on the outcome of the planned Merger with Corvex. We have incurred significant expenses in connection with our evaluation of strategic alternatives and entry into the Merger Agreement, and we expect to continue to incur expenses in connection with consummating the Merger and the ongoing process of exploring transactions with certain third parties to monetize certain legacy assets. A considerable portion of these expenses, such as legal, accounting and advisory fees and other related charges, will be incurred regardless of whether we consummate the Merger or enter into a monetization transaction for our legacy healthcare assets.

Additionally, in connection with our entering into of the Merger Agreement, we entered into an amendment of the Bridge Loan providing for an extension of the maturity date to March 31, 2026 in exchange for our agreeing that upon any sale or other disposition of all or substantially all the Company’s legacy assets prior to closing of the Merger, we will be obligated to repay the $1.5 million principal of the Bridge Loan, plus any other outstanding obligations plus a $3.0 million repayment premium.

Although we believe our cash and cash equivalents will be sufficient to fund our operations through the closing of Merger, which we expect to occur in the first quarter of 2026, we do not expect our cash and cash equivalents will be sufficient to fund our operations beyond the first quarter of 2026 should the Merger not be consummated prior the maturity date of the Bridge Loan. In addition, changing circumstances could cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more than currently expected because of circumstances beyond our control. As a result, we could deplete our capital resources sooner than we currently expect. Additionally, although we have entered into the Merger Agreement and intend to consummate the Merger, there is no assurance that we will be able to successfully consummate the Merger on a timely basis, or at all. If, for any reason, the Merger does not close prior to the maturity date of our Bridge Loan, it is unlikely that we will have sufficient time or resources to complete another strategic transaction like the Merger without obtaining additional capital, and there can be no assurance such funds will be available on acceptable terms or at all. If we are unable to obtain such needed funds, our financial condition and results of operations may be materially adversely affected, we may not be able to continue operations, and our board of directors may decide that it is in the best interests of our stockholders to commence bankruptcy or liquidation and dissolution proceedings.

Even if we do consummate the Merger, we expect to continue to incur significant expenses. Until we can generate a sufficient amount of revenue from our operations, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings or corporate collaborations. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available, we may be required to revise our operational plans or it may become impossible for us to remain in operation. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution, and debt financing, if available, may involve restrictive covenants. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time.

These circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. Our condensed consolidated financial statements do not include adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern depends on our ability to raise additional capital as described above to support our future operations.

The following table summarizes our cash flows for the periods indicated:

	Nine Months Ended<br><br> September 30,
	2025			2024
Net cash used in operating activities	$	(9,008	)	$	(17,978	)
Net cash used in investing activities		—			(3	)
Net cash provided by financing activities		3,106			23,135
Net increase/(decrease) in cash and cash equivalents	$	(5,902	)	$	5,154

Operating Activities

During the nine months ended September 30, 2025, the Company used cash of $9.0 million in operating activities, as compared to $18.0 million used in operating activities during the nine months ended September 30, 2024.

The $9.0 million used in operating activities during the nine months ended September 30, 2025 was primarily attributable to our net loss of $12.4 million during the period. The net loss was offset by changes in our operating assets and liabilities totaling $38,000 and by non-cash items, including stock-based compensation, totaling $3.4 million.

The $18.0 million used in operating activities during the nine months ended September 30, 2024 was primarily attributable to our net loss of $19.1 million during the period. The net loss was offset by the total of changes in our operating assets and liabilities totaling $1.9 million and non-cash items, including stock-based compensation of $3.0 million.

Investing Activities

During the nine months ended September 30, 2025, the Company used no cash in investing activities.

During the nine months ended September 30, 2024, the Company used cash of $3,000 in investing activities, consisting of purchases of property and equipment.

Financing Activities

During the nine months ended September 30, 2025, the Company was provided cash of $3.1 million which included net proceeds of $1.6 million for the issuance of common stock through the ATM activity and proceeds of $1.5 million from the bridge loan.

During the nine months ended September 30, 2024, the Company was provided cash of $23.1 million which included net proceeds of $22.6 million from the issuance of common stock, pre-funded warrants and common stock warrants, and net proceeds of $0.5 million for the issuance of common stock through the ATM activity and the exercise of common stock options.

Off-Balance Sheet Transactions

At September 30, 2025, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

Non-cancelable Obligations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item 3.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We are responsible for maintaining disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on our management’s evaluation (with the participation of our principal executive officer and our principal financial officer) of our disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act, our principal executive officer and our principal financial officer have concluded that, due to the previously identified material weakness in our internal controls over financial reporting that is described below, our disclosure controls and procedures were not effective as of September 30, 2025, the end of the period covered by this report.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed in our 2024 Form 10-K, we identified the following material weaknesses as of December 31, 2024: (1) ineffective control environment, including an insufficient number of personnel with an appropriate level of knowledge and experience to create the proper environment for effective internal control over financial reporting, and did not maintain the other components of the COSO framework, including appropriate risk assessment, control activities, information and communication, and monitoring activities components, relating to (i) sufficiency of processes related to identifying and analyzing risks to the achievement of objectives, including technology, across the entity, (ii) developing general control activities over technology to support the achievement of objectives across the entity, (iii) sufficiency of selecting and developing control activities that contribute to the mitigation of risks to the achievement of objectives to acceptable levels and (iv) sufficiency of monitoring activities to ascertain whether the components of internal control are present and functioning; (2) ineffective information technology (IT) general controls for certain information systems supporting its key financial reporting processes. Specifically, the Company did not design and maintain (a) change management controls to ensure that program and data changes affecting financial applications and underlying accounting records are identified, tested, authorized and implemented appropriately, (b) access controls to ensure appropriate IT segregation of duties are maintained that adequately restrict and segregate privileged access between environments which support development and production, (c) controls to monitor on an on-going basis for the proper segregation of privileged access between environments which support development and production and (d) operations controls to ensure appropriate interfacing between systems; (3) ineffective process-level controls which affect substantially all financial statement account balances and disclosures within the Company.

Inherent Limitations on Effectiveness ofControls

Our management, including our principal executive officer and our principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of control effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control over FinancialReporting

There were no changes in our internal control over financial reporting during the nine months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business or financial condition. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time.

Item 1A. Risk Factors

We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the risk factors included below and other information set forth in this report, the risks and uncertainties that we believe are most important for you to consider are discussed in Part I, “Item 1A. Risk Factors” in the 2024 Form 10-K. Other than those included below, we believe that there have been no material changes to the risk factors described in the 2024 Form 10-K.

We may be unable to continue as a goingconcern if we do not successfully raise additional capital on favorable terms, or at all, or if we fail to generate sufficient revenuefrom operations.

Primarily as a result of our lack of revenue, history of losses to date and our lack of liquidity, there is substantial doubt as to our ability to continue as a going concern. As of September 30, 2025, we had total assets of approximately $5.6 million and total liabilities of approximately $7.3 million. Even with the $3.0 million raised in November pursuant to the Series A Purchase Agreement, we believe that our cash and cash equivalents will not be sufficient to fund our projected operating requirements beyond the first quarter of 2026. We expect to continue to incur significant expenses, including in connection with the consummation of the Merger and we may never achieve profitability. Our forecast of the period through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed elsewhere in this section and Part I, “Item 1A. Risk Factors” in the 2024 Form 10-K. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

There can be no assurance that we will be able to raise sufficient additional capital on acceptable terms, or at all. If we are unable to raise additional capital or if we are unable to generate sufficient revenue from our operations, we may not stay in business. We may seek additional capital through a combination of private and public equity offerings, debt financings and strategic collaborations. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our existing stockholders could be significantly diluted and these newly issued securities may have rights, preferences or privileges senior to those of holders of the common stock offered hereby. Our Bridge Loan is secured by our assets, including our intellectual property, and includes covenants restricting our ability to raise additional capital, Any future debt financing, if obtained, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, which could increase our expenses and require that our assets secure such debt. Moreover, any debt we incur must be repaid regardless of our operating results. The above circumstances may discourage some investors from purchasing our stock, lending us money or from providing alternative forms of financing. In addition, the current economic instability in the world’s equity and credit markets may materially adversely affect our ability to sell additional securities and/or borrow cash. There can be no assurance that we will be able to raise additional working capital on acceptable terms or at all.

If we are unable to raise additional capital when needed, we may be required to reduce or terminate our operations. We could be forced to sell or dispose of our rights or assets. Any inability to raise adequate funds on commercially reasonable terms would have a material adverse effect on our business, results of operation and financial condition, including the possibility that a lack of funds could cause our business to fail and liquidate with little or no return to investors.

Even if we take these actions, they may be insufficient, particularly if our costs are higher than projected or unforeseen expenses arise. Additionally, if we raise additional funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams or products or to grant licenses on terms that may not be favorable to us. If we choose to expand more rapidly than we presently anticipate, we may also need to raise additional capital sooner than expected.

Our failure to meet the continued listingrequirements of Nasdaq could result in a de-listing of our common stock.

Our common stock is currently traded on the Nasdaq Stock Market (“Nasdaq”). On November 14, 2023, we were notified by Nasdaq that because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). On May 15, 2024, since the Company did not regain compliance by May 13, 2024, the Company requested, and was granted, an additional 180 calendar days to regain compliance with Bid Price Requirement expiring November 11, 2024.

On October 29, 2024, the Company completed a 1-for-15 reverse stock split of its issued and outstanding common stock. On November 12, 2024, the Company was notified by Nasdaq that it had regained compliance with the Minimum Bid Price Requirement. On January 17, 2025, Nasdaq announced the effectiveness of new listing rules that will complicate regaining compliance with the Bid Price Requirement by removing the stay period during an appeal of a delisting determination to a hearings panel and reducing the availability of further compliance periods for issuers that implement multiple reverse stock splits.

On May 20, 2025, we were notified by Nasdaq that because we had not yet filed our Form 10-Q for the quarterly period ended March 31, 2025, we were not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”). We had until July 21, 2025, to submit a plan to regain compliance with the Filing Requirement. On July 7, 2025, we once again received a notice from Nasdaq that we were not in compliance with the Minimum Bid Price Requirement and, due to the fact we effected a reverse stock split within the prior year, we were not eligible for an extended compliance period. We requested a hearing to appeal the delisting of our common stock. This hearing was held on August 19, 2025. At this hearing, we presented our plan to regain compliance with the Minimum Bid Price Requirement. Separately, on August 21, 2025, we received a notice from Nasdaq that we were not in compliance with the Filing Requirement because we had not yet filed our 10-Q for the quarterly period ended June 30, 2025.

On August 27, 2025, we received a notice from Nasdaq that Nasdaq had granted our request to continue our listing on Nasdaq subject to (i) the Company regaining compliance with the Filing Requirement by filing its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025 on or before September 30, 2025, and (ii) the Company demonstrating compliance with the Minimum Bid Price Requirement on or before October 30, 2025. On September 24, 2025, we filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, within the extension period granted by Nasdaq. On October 7, 2025, we were notified by Nasdaq that we had regained compliance with the Filing Requirement. On October 10, 2025 we effected a 1-for-10 reverse stock split, the effect of which allowed us to demonstrate compliance with the Bid Price rule within the extension period granted by Nasdaq. On November 11, 2025, we were notified by Nasdaq that we had regained compliance with the Minimum Bid Price Requirement.

On October 1, 2025, we received a written notice from Nasdaq indicating that we are not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Stockholders’ Equity Requirement”) and serves as an additional basis of delisting before the Nasdaq Hearings Panel (the “Panel”). In our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on September 24, 2025, we reported a stockholders’ equity of approximately $1.637 million and, as a result, we did not satisfy the Stockholders’ Equity Requirement. In this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, we reported a stockholders’ equity of approximately $(1.701) million and, as a result, we continue to not satisfy the Stockholders’ Equity Requirement.

The Notice provided that the Panel would consider the Stockholders’ Equity Requirement in its decision regarding our continued listing on The Nasdaq Capital Market and provided the Company the opportunity to present our views with respect to this deficiency in writing to the Panel no later than October 8, 2025. Accordingly, we presented a written plan of compliance to the Panel with respect to the Stockholders’ Equity Requirement before such deadline and which we updated following our announcement of the Merger Agreement, the Series A Purchase Agreement and the Equity Facility. There can be no assurance that the Panel will grant the Company any further compliance period for the Stockholders’ Equity Requirement or that, in the event a compliance period is provided, that the Company will ultimately regain compliance with the Stockholders’ Equity Requirement. Our failure to regain compliance with the Stockholders’ Equity Requirement or any future non-compliance with Nasdaq listing requirements could result in Nasdaq taking steps to delist the Company’s common stock. Such a delisting would likely have a negative effect on the price of the Company’s common stock and would impair shareholders’ ability to sell or purchase the Company’s common stock. Any perception that we may not regain compliance for future noncompliance or a delisting of our common stock by Nasdaq could adversely affect our ability to attract new investors, decrease the liquidity of the outstanding shares of our common stock, reduce the price at which such shares trade and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholders.

Risks Related to the Pending Merger

The pendency of the transactions contemplatedby the Merger Agreement could adversely affect our business, results of operations and financial condition.

The pendency of the transactions contemplated by the Merger Agreement, including the Merger, could cause disruptions in and create uncertainty surrounding our business, including affecting our relationships with our existing and future customers, suppliers and employees, which could have an adverse effect on our business, results of operations and financial condition, regardless of whether the proposed Merger is completed. In particular, we could potentially lose additional important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the Merger. Also, our relationships with suppliers and other business partners could be negatively impacted. In addition, we have allocated, and will continue to allocate, significant management resources towards the completion of the Merger, which could adversely affect our business and results of operations.

We are subject to restrictions on the conduct of our business prior to the consummation of the Merger as provided in the Merger Agreement, including, among other things, certain restrictions on our ability to hire certain employees, incur additional indebtedness, sell or transfer our assets and amend our organizational documents. These restrictions could result in our inability to respond effectively to competitive pressures, industry developments and future opportunities, retain key employees and may otherwise harm our business, results of operations and financial condition.

Because of the risks associated with the Merger, we can provide no assurance that the Merger will close on the terms and conditions we currently anticipate.

Because the lack of a public market forCorvex’s capital stock makes it difficult to evaluate the fair market value of Corvex’s capital stock, the value of ourcommon stock to be issued to Corvex’s securityholders may be more or less than the fair market value of Corvex’s capital stock.

The outstanding capital stock of Corvex is privately held and is not traded in any public market. The lack of a public market makes it difficult to determine the fair market value of Corvex’s capital stock. Because the percentage of Company common stock to be issued to Corvex’s securityholders was determined based on negotiations between the parties, it is possible that the value of our common stock to be issued to Corvex’s securityholders will be more or less than the fair market value of Corvex’s capital stock.

Our stockholders will generally have a reducedownership and voting interest in, and will exercise less influence over the management of, the combined company following the completionof the Merger as compared to their current ownership and voting interests in the respective companies.

Based upon the number of shares of our common stock expected to be issued in the Merger, pre-Merger Corvex stockholders would own approximately 96.2% of the combined company and pre-Merger Company stockholders would own approximately 3.8% of the combined company, in each case, on a fully-diluted basis (excluding out-of-the money options and warrants). Under the Exchange Ratio formula in the Merger Agreement, the relative ownership of the combined company by pre-Merger Corvex stockholders and pre-Merger Company stockholders will be adjusted to take into account funds raised in the Series A Purchase Agreement, the ChEF Purchase Agreement and the Corvex Concurrent Financing (based on a $6.25 post-Closing per share value). In addition, the Merger Agreement includes an earnout provision under which Corvex’s current stockholders and option holders would receive additional shares upon (1) the Company’s volume weighted average share price exceeding $15.00 per share for 20 of any 30 consecutive trading days on or before the fifth anniversary of the Closing and (2) the Company’s volume weighted average share price exceeding $25.00 per share for 20 of any 30 consecutive trading days on or before the seventh anniversary of the Closing. On a pro forma basis assuming all such shares are issued and prior to taking into account shares issuable pursuant to the Series A Purchase Agreement, the ChEF Purchase Agreement and the Corvex Concurrent Financing, pre-Merger Corvex stockholders would own approximately 96.9% of the combined company and pre-Merger Movano stockholders would own approximately 3.1% of the combined company, in each case, on a fully-diluted basis (excluding out-of-the money options and warrants).

In addition, pursuant to the Merger Agreement, the relative ownership of the combined company by pre-Merger Corvex stockholders and pre-Merger Company stockholders is subject to adjustment in the event that Movano’s liabilities at closing exceed $5.0 million or its expenditures through closing exceed an agreed-upon budget. In the event that our liabilities exceed $5.0 million at the closing of the Merger or our expenditures exceed the agreed upon budget, the Exchange Ratio will be adjusted and the number of shares therefore issued to Corvex’s stockholders in connection with the Merger will be adjusted.

Failure to complete the Merger could negativelyimpact the stock price of the Company and future businesses and financial results of the Company.

The Merger Agreement is subject to a number of customary closing conditions, including (a) approval by the requisite Company and Corvex stockholders of the adoption and approval of the Merger Agreement, the Merger and the transactions contemplated thereby, (b) Nasdaq’s approval of the listing of the shares of our common stock to be issued in connection with the Merger, (c) the effectiveness of the Registration Statement covering the issuance of our common stock in the transactions contemplated by the Merger Agreement, and (d) the absence of any orders or injunctions by any governmental entity that would prohibit consummation of the Merger. Conditions to the closing of the Merger may not be fulfilled in a timely manner or at all and, accordingly, the Merger may be delayed or may not be completed. In addition, we and/or Corvex may elect to terminate the Merger Agreement under certain conditions. If the Merger is not completed, the ongoing businesses, financial condition and results of operation of the Company may be adversely affected and market prices of the Company’s common stock may decline significantly, particularly to the extent that the current market prices reflect a market assumption that the Merger will be consummated. If the consummation of the Merger is delayed, including by the receipt of a competing acquisition proposal, the Company’s business, financial condition and results of operations may be materially adversely affected.

In addition, the Company has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement, as well as the costs and expenses of filing, printing and mailing a proxy statement and all filing and other fees paid to the SEC and other regulatory agencies in connection with the Merger. If the Merger is not completed, the Company would have to recognize these expenses without realizing the expected benefits of the Merger. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the Merger, including the diversion of management’s attention from pursuing other opportunities and the constraints in the Merger Agreement on the ability to make significant changes to the Company’s ongoing business during the pendency of the Merger, could have a material adverse effect on the Company’s businesses, financial conditions and results of operations.

Additionally, the Company’s business may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger. If the Merger Agreement is terminated and the Company’s board of directors seeks another merger or business combination, the Company’s stockholders cannot be certain that the Company will be able to find a party willing to engage in a transaction on more attractive terms than the proposed Merger.

The Merger Agreement limits the Company’sability to pursue alternatives to the Merger and may discourage other companies from trying to acquire the Company.

The Merger Agreement contains “no shop” covenants that restrict the Company’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate, inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by the Company’s board of directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any acquisition proposal. These provisions, which include a $500,000 termination fee payable by the Company under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of the Company from considering or proposing that acquisition.

Stockholder litigation could prevent ordelay the completion of the Merger or otherwise negatively impact the business and operations of the Company.

Stockholders of the Company may file lawsuits against Corvex, the Company and/or the directors and officers of either company in connection with the Merger. One of the conditions to the closing is that no governmental entity of competent jurisdiction shall have issued any order (whether temporary, preliminary or permanent) that has become final and non-appealable and that restrains, enjoins or otherwise prohibits the consummation of the Merger. If any plaintiff were successful in obtaining an injunction prohibiting Corvex or the Company from completing the Merger or any of the other transactions contemplated by the Merger Agreement, then such injunction may delay or prevent the effectiveness of the Merger and could result in significant costs to the Company, including any cost associated with the indemnification of directors and officers the Company. The Company may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the Merger. Such litigation could have an adverse effect on the financial condition and results of operations of the Company and could prevent or delay the completion of the Merger.

Item 2. Unregistered Sales of Equity Securitiesand Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the first quarter of 2025, none of the Company’s directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits

ExhibitNumber	Description
2.1	Agreement and Plan of Merger, dated as of November 6, 2025, by and among Movano Inc., Corvex, Inc., and Thor Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025)
3.1	Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 25, 2021)
3.2	Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 21, 2023)
3.3	Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 10, 2024)
3.4	Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 25, 2024)
3.5	Certificate of Designations for Series A Preferred Stock (incorporated by reference to Exhibit 3.1<br> to the Registrant’s Current Report on Form 8-K filed on November 10, 2025)
3.6	Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on March 25, 2021)
4.1	Specimen Certificate representing shares of common stock of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on March 10, 2021)
4.2	Form of Underwriter Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on March 10, 2021)
4.3	Form of Amended and Restated Warrant to Purchase Common Stock issued to the placement agent in the Registrant’s 2018 private placement offering (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 filed on February 2, 2021)
4.4	Form of Amended and Restated Warrant to Purchase Common Stock issued to the placement agent in the Registrant’s 2019 private placement offering (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 filed on February 2, 2021)
4.5	Form of Warrant to Purchase Common Stock issued in 2020 (incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-1 filed on February 2, 2021)
4.6	Form of Warrant to Purchase Common Stock issued in 2023 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 31, 2023)
4.7	Warrant Agent Agreement, dated January 31, 2023, by and between the Registrant and Pacific Stock Transfer Company (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on January 31, 2023)
4.8	Form of Pre-Funded Warrant issued in April 2024 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 3, 2024)
4.9	Form of Warrant issued in April 2024 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 3, 2024)
4.10	Form of Warrant issued in August 2024 (incorporated by reference to Exhibit 4.11 to the Registrant’s Quarterly Report on Form 10-Q filed on November 14, 2024)
10.1	Loan Agreement and Promissory Note, dated August 6, 2025, by and between the Registrant and Evie Holdings LLC (filed herewith)
10.2	First Amendment to Loan Agreement, dated November 3, 2025, by and between the Registrant and Evie Holdings LLC (filed herewith)
10.3	Second Amendment to Loan Agreement, dated November 6, 2025, by and between the Registrant and Evie Holdings LLC (filed herewith)
10.4	Security Agreement, dated August 6, 2025, by and between the Registrant and Evie Holdings LLC (filed herewith)
10.5	Intellectual Property Security Agreement, dated August 6, 2025, by and between the Registrant and Evie Holdings LLC (filed herewith)
10.6	Form of Support Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025)
10.7	Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025)
10.8	Form of Series A Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025)
10.9	ChEF Purchase Agreement, dated as of November 6, 2025, by and between the Registrant and Chardan Capital Markets LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025)
10.10	ChEF Registration Rights Agreement, dated as of November 6, 2025, by and between the Registrant and Chardan Capital Markets LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025)
31.1	Certification of Periodic Report by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2	Certification of Periodic Report by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1	Certification of Periodic Report by Chief Executive Officer and Chief Financial Officer pursuant to U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101.INS	Inline XBRL Instance Document (filed herewith)
101.SCH	Inline XBRL Taxonomy Extension Schema Document (filed herewith)
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MOVANO INC.
Date: November 14, 2025	By:	/s/ John Mastrototaro
		John Mastrototaro
		Chief Executive Officer
		(Principal Executive Officer)
	MOVANO INC.
Date: November 14, 2025	By:	/s/ J. Cogan
		J. Cogan
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 10.1

LOAN AGREEMENT

dated as of

August 6, 2025

among

MOVANO INC.

as Borrower

and

EVIE HOLDINGS, LLC

as Lender

TABLE OF CONTENTS

		PAGE
ARTICLE 1 Definitions
Section 1.01.	Defined Terms	1
Section 1.02.	Terms Generally	8
ARTICLE 2 The Loan
Section 2.01.	Commitment	9
Section 2.02.	Borrowing Request
Section 2.03.	Repayment of Loan; Evidence of Debt	9
Section 2.04.	Prepayment of Loans	9
Section 2.05.	Interest	11
Section 2.06.	Withholding of Taxes; Gross-Up	11
Section 2.07.	Payments Generally	12
ARTICLE 3 Representations<br> and Warranties
Section 3.01.	Organization; Powers	13
Section 3.02.	Authorization; Enforceability	13
Section 3.03.	Governmental Approvals; No Conflicts	14
Section 3.04.	Indebtedness; Liens	14
Section 3.05.	Properties; Intellectual Property	14
Section 3.06.	Litigation	14
Section 3.07.	Compliance with Laws and Agreements; No Default	14
Section 3.08.	Investment Company Status	14
Section 3.09.	Taxes	14
Section 3.10.	Disclosure	14
Section 3.11.	Solvency	14
ARTICLE 4 Conditions
Section 4.01.	Effective Date	15
ARTICLE 5 Affirmative<br> Covenants
Section 5.01.	Certain Information	15
Section 5.02.	Notices of Material Events	16
Section 5.03.	Existence; Conduct of Business	16
Section 5.04.	Maintenance of Properties; Insurance	16
Section 5.05.	Books and Records	16
Section 5.06.	Compliance with Laws	16
Section 5.07.	Use of Loan Proceeds	16
Section 5.08.	Accuracy of Information	16

ARTICLE 6 Negative<br> Covenants
Section 6.01.	Indebtedness	17
Section 6.02.	Liens	17
Section 6.03.	Restricted Payments	17
Section 6.04.	Transactions with Affiliates	17
Section 6.05.	Use of Loan Proceeds	17
ARTICLE 7 Events<br> of Default
Section 7.01.	Events of Default	17
Section 7.02.	Remedies Upon an Event of Default	19
Section 7.03.	Application of Payments	19
ARTICLE 8 Miscellaneous
Section 8.01.	Notices	19
Section 8.02.	Waivers; Amendments	20
Section 8.03.	Expenses; Limitation of Liability; Indemnity, Etc	20
Section 8.04.	Successors and Assigns	21
Section 8.05.	Survival	22
Section 8.06.	Counterparts; Integration; Effectiveness; Electronic Execution	22
Section 8.07.	Severability	23
Section 8.08.	Right of Setoff	24
Section 8.09.	Governing Law; Jurisdiction; Consent to Service of Process	24
Section 8.10.	WAIVER OF JURY TRIAL	24
Section 8.11.	Headings	25
Section 8.12.	Interest Rate Limitation	25
Section 8.13.	No Fiduciary Duty, etc	25
SCHEDULE:
---
Schedule 8.01 – Addresses
EXHIBIT:
Exhibit A – Form of Note

ii

LOAN AGREEMENT dated as of August 6, 2025 (this “Agreement”), by and among MOVANO INC., a Delaware corporation (the “Borrower”), and EVIE HOLDINGS, LLC (the “Lender”).

The parties hereto agree as follows:

ARTICLE 1

Definitions

Section 1.01. Defined Terms. Asused in this Agreement, the following terms have the meanings specified below:

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” has the meaning specified in introductory paragraph hereof.

“Ancillary Document” has the meaning assigned to it in Section 8.06(b).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee, in a form approved by the Lender.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Borrower” has the meaning set forth in the introductory paragraph hereto.

“Borrowing” means the borrowing of the Loan hereunder.

“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City.

“CashEquivalents” means: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof; (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s; (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and (e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“Change in Control” means: (1) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 25% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; (2) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were not (A) directors of the Borrower on the Effective Date or nominated by the board of directors of the Borrower or (B) appointed by directors so nominated; (3) the acquisition of direct or indirect Control of the Borrower by any Person or group; or (4) the sale (including by exclusive license) of all or any material portion of the intellectual property or other assets of the Borrower; provided, the Proposed Acquisition shall not constitute a Change in Control.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Lender.

“Collateral Documents” means, collectively, the Security Agreement, the IP Security Agreement, any and all security supplements, security agreements, pledge agreements, account control agreements, landlord consents, bailee waivers or other similar agreements delivered by or on behalf of the Borrower to the Lender pursuant to the Loan Documents, and any other agreements, instruments or documents that create or purport to create a Lien by or on behalf of the Borrower in favor of the Lender.

“Commitment” has the meaning assigned to it in Section 2.01.

“Communications” has the meaning assigned to it in Error! Reference source not found..

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Dollars”, “dollars” or “$” refers to lawful money of the United States of America.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 8.02).

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest, but excluding any debt securities convertible into any of the foregoing.

“Event of Default” has the meaning assigned to such term in Section 7.01.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which such Lender acquires such interest in the Loan or Commitment, except to the extent that, pursuant to Section 2.06, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it changed its lending office, and (c) any withholding Taxes imposed under FATCA.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all lease obligations of such Person that are required to be classified and accounted for as capital leases or financing leases on a balance sheet of such Person under GAAP , (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, demand guarantees and similar independent undertakings and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a) hereof, Other Taxes.

“Indemnitee” has the meaning assigned to it in Section 8.03(c).

“Interest Period” means with respect to the Loan, the period commencing on the date of the Loan and ending on the numerically corresponding day in the calendar month that is one month thereafter; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.09 shall be available.

“IP Security Agreement” means the Intellectual Property Security Agreement dated as of the date hereof made by the Borrower in favor of the Lender.

“Irish Subsidiary” means Movano Ireland Limited (Ireland FEIN IE376 7106BH). “IRS” means the United States Internal Revenue Service.

“Lender-Related Person” has the meaning assigned to it in Section 8.03(b).

“Lenders” means Evie Holdings, LLC, a Delaware limited liability company, and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or otherwise, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise.

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” means this Agreement, including schedules and exhibits hereto, any and all Notes, the Collateral Documents, and any agreements entered into in connection herewith by the Borrower with or in favor of the Lender, including any amendments, modifications or supplements thereto or waivers thereof, and any other documents prepared in connection with the Loan Documents, if any.

“Loan” means the loan made by the Lender to the Borrower pursuant to this Agreement.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Borrower; (b) a material impairment of the rights and remedies of the Lender under any Loan Document, or of the ability of the Borrower to perform its obligations under any Loan Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document.

“MaturityDate” means the date that is ninety (90) days after the date of this Agreement (the “Initial Maturity Date”); provided, however, that if, prior to the Initial Maturity Date, the Borrower delivers to the Lender written evidence reasonably satisfactory to the Lender that the Borrower has executed definitive documentation for a Qualifying Transaction, then the Maturity Date shall be automatically extended for a reasonable period of time required to consummate such Qualifying Transaction, provided that such extension shall in no event exceed sixty (60) additional days (the “Extended Maturity Period”). Notwithstanding anything to the contrary in this Agreement, the Maturity Date shall occur no later than the date that is one hundred fifty (150) days after the date of this Agreement, whether or not the Qualifying Transaction has closed by such date.

“Maximum Rate” has the meaning assigned to it in Section 8.12.

“Moody’s” means Moody’s Investors Service, Inc.

“Note” means a promissory note made by the Borrower in favor of the Lender evidencing the Loan made by the Lender, in substantially the form of Exhibit A hereto.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or otherwise with respect to the Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed or allowable claims in such proceeding. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, charges, expenses, fees, indemnities and all other amounts payable by the Borrower under any Loan Document and (b) the obligation of the Borrower to reimburse any amount in respect of any of the foregoing that the Lender, in each case in its sole discretion, may elect to pay or advance on behalf of the Borrower.

“Other ConnectionTaxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Patriot Act” has the meaning assigned to it in Error! Reference source not found..

“Permitted Encumbrances” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Error! Reference source not found.;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower;

(g) banker’s liens, rights of setoff and Liens in favor of financial institutions incurred in the ordinary course of business arising in connection with Borrower’s deposit accounts or securities accounts held at such institutions solely to secure payment of ordinary course fees and similar costs and expenses of such financial institutions, and provided such accounts constitute Collateral and are subject to Liens in favor of the Lender under the Collateral Documents; and

(e) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business so long as such Liens only cover the related goods;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Liens” means Liens expressly permitted under Section 6.02.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Proceeding” means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.

“Qualifying Transaction” means (i) a transaction or series of related transactions (whether by merger, consolidation, share exchange, tender offer, recapitalization or otherwise) pursuant to which Air Strip Technologies, Inc. (“Air Strip”) or one or more other third parties acquire, directly or indirectly, all of the issued and outstanding equity securities of the Borrower for a purchase price of not less than Two Dollars ($2.00) per share (calculated on a fully diluted, as-converted basis), (ii) a transaction or series of related transactions pursuant to which Air Strip or one or more third parties (A) assume all of the Borrower’s Liabilities, including all Obligations (whether by operation of law, novation, or express assumption), and (B) pay aggregate cash consideration of not less than Twenty Million Dollars ($20,000,000) for all or substantially all of the Borrower’s assets, (iii) an equity offering involving a crypto treasury strategy that results in gross proceeds of at least $100 million, or (iv) a reverse merger transaction on terms approved by the Lender.

“Recipient” means the Lender.

“Register” has the meaning assigned to such term in Section 8.04(b).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Responsible Officer” means the president, chief executive officer or other senior executive officer of the Borrower.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests.

“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business.

“SEC” means the Securities and Exchange Commission of the United States of America.

“Security Agreement” means the Security Agreement dated as of the date hereof made by the Borrower in favor of the Lender.

“Solvent” means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts, including contingent debts, as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities, including contingent debts and liabilities, beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent and/or one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Borrower.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Transactions” means the execution, delivery and performance by the Borrower of each Loan Document to which it is party, the borrowing of the Loan, and the use of the proceeds thereof.

“U.S. Government SecuritiesBusiness Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

Section 1.02. TermsGenerally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.03. InterestRates; Benchmark Notification. The interest rate on the Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform, in which case, Section 2.08 provides a mechanism for determining an alternative rate of interest. The Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in any Loan Document, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Lender and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Lender may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE 2

The Loan

Section 2.01. Commitment. On the date hereof, the Lender agrees to make one term Loan to the Borrower on the Effective Date in a principal amount not to exceed ONE MILLION FIVE HUNDRED THOUSAND DOLLARS (U.S.$1,500,000) (the “Commitment”). Any unutilized portion of the Commitment shall permanently terminate on the Effective Date. Amounts borrowed hereunder and repaid or prepaid may not be reborrowed.

Section 2.02. Repayment of Loan;Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Lender, on the Maturity Date, all outstanding principal of, together with all accrued but unpaid interest on, the Loan, plus all other outstanding Obligations.

(b) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the Lender resulting from the Loan made by the Lender, including the amounts of principal and interest payable and paid to the Lender from time to time hereunder. The entries made in the accounts maintained pursuant to this paragraph shall be conclusive (absent manifest error) evidence of the existence and amounts of the obligations recorded therein; provided that the failure of the Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loan in accordance with the terms of this Agreement.

(c) The Loan made by the Lender shall be evidenced by a Note executed by the Borrower in an original principal amount equal to the Lender’s Commitment.

Section 2.03. Prepayment of Loans.

(a) The Borrower shall have the right at any time and from time to time to prepay the Loan in whole or in part, subject to prior notice in accordance with this Section 2.04(a), without penalty or premium other than as provided in Section 2.04. The Borrower shall notify the Lender by telephone (confirmed by electronic mail) of any prepayment hereunder on or before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of the Loan or portion thereof to be prepaid.

(b) Upon the occurrence of a Change in Control, the Borrower shall forthwith prepay all outstanding principal of, together with all accrued but unpaid interest on, the Loan, plus all other outstanding Obligations.

(c) All prepayments shall be accompanied by accrued interest as required by Section 2.05 and any break funding payments required by Section 2.09.

Section 2.04. Loan Premium.

(a) In the event of (i) a Change in Control other than in connection with a Qualifying Transaction, (ii) any Event of Default under Sections 7.01(a), (f), (g) or (h) or any material Event of Default under Sections 7.01 (b), (c), (d), (e) or (i), (iii) a prepayment of the Loan other than in connection with a Qualifying Transaction, (iv) a payment of the Loan on the Maturity Date if a Qualifying Transaction has not occurred, or (v) the commencement of any liquidation, dissolution, assignment for the benefit of creditors, winding up or similar process (each, a “Triggering Event”), the Borrower shall, immediately upon the occurrence of such Triggering Event, pay to the Lender an amount two (2) times the then outstanding principal balance of the Loan (the “Premium”). For the avoidance of doubt, Premium payment obligations, if any, shall be in addition to the Borrower’s obligation to repay principal and accrued interest on the Loan.

(b) The Borrower acknowledges and agrees that: (i) the Premium represents a reasonable and good faith estimate by the parties, at the time of entering into this Agreement, of the Lender’s damages, lost investment opportunity and costs of redeployment of capital in the event of a Triggering Event; (ii) such damages would be impracticable or extremely difficult to determine with precision given fluctuating market conditions, interest rates and Borrower-specific credit factors; (iii) the Premium is intended by the parties to constitute liquidated damages and not a penalty; and (iv) the Premium is an integral part of the consideration for the Lender’s agreement to make the Loan and the Borrower has received substantial and valuable consideration for agreeing to this Premium, including but not limited to the Lender’s agreement to extend credit under this Agreement.

(c) The Borrower agrees that the Premium, together with all other obligations under this Agreement, shall be deemed an “Obligation” for all purposes hereunder and under the Collateral Documents, and shall be fully secured by all Collateral described therein.

(d) The Borrower acknowledges and agrees that, in the event the Borrower commences a case under Title 11 of the United States Code: (i) the Premium constitutes part of the Lender’s allowed secured claim to the fullest extent permitted by law; (ii) the Borrower waives any right to assert that the Premium constitutes unmatured interest, a penalty or is otherwise disallowable under 11 U.S.C. § 502(b); (iii) the Borrower stipulates that the Lender shall have the right, pursuant to 11 U.S.C. § 363(k), to credit bid the entire amount of its claim, including the Premium, at any sale of the Collateral, subject only to a final order of the bankruptcy court.

(e) The Borrower expressly waives and releases any claim or defense that the Premium constitutes an unenforceable penalty or forfeiture under applicable law, acknowledging that this provision was negotiated at arm’s length by sophisticated parties represented by counsel.

Section 2.05. Interest. (a) The Loan shall bear interest at a rate per annum equal to twelve percent (12%). Accrued interest on the Loan shall be payable in arrears on the Maturity Date**;** provided that (i) interest accrued pursuant to Section 2.05(b) shall be payable on demand, (ii) in the event of any repayment or prepayment of the Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, (iii) in the event of any conversion of the Loan prior to the end of the current Interest Period therefor, accrued interest on the Loan shall be payable on the effective date of such conversion and (iv) the last Interest Period shall end on the Maturity Date**.**

(b) Notwithstanding the foregoing, if any principal of or interest on the Loan or any fee or other amount payable by the Borrower under the Loan Documents is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to eighteen percent (18%). While any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a rate per annum equal to eighteen percent (18%).

(c) Accrued interest on the Loan shall be payable in arrears on the Maturity Date and on the date of any prepayment (in whole or in part) of the Loan; provided that (i) interest accrued pursuant to paragraph (b) of this Section shall be payable on demand, and (ii) in the event of any repayment or prepayment of the Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(d) Interest shall be computed on the basis of a year of 360 days, and interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on the Loan shall be computed on a daily basis based upon the outstanding principal amount of the Loan as of the applicable date of determination.

Section 2.06. Withholding of Taxes; Gross-Up.

(a) PaymentsFree of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Paymentof Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Lender timely reimburse it for, Other Taxes.

(c) Evidenceof Payments. As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority pursuant to this Section, at Lender’s request, the Borrower shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

(d) Indemnificationby the Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by the Lender shall be conclusive absent manifest error.

(e) Survival. Each party’s obligations under this Section shall survive the resignation or replacement of the Lender or any assignment of rights by, or the replacement of, the Lender, the termination of the Commitment and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 2.07. Payments Generally.(a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or otherwise) in Dollars prior to 12Error! Bookmark not defined.:00 noon, New York City time, on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender at its offices set forth in Schedule 8.01, except that payments pursuant to Section 8.03 shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars.

(b) If at any time insufficient funds are received by and available to the Lender to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder.

Section 2.08. Break Funding Payments. In the event of (i) the payment of any principal of the Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or any prepayment of the Loan), (ii) the conversion of the Loan other than on the last day of the Interest Period applicable thereto or (iii) the failure to borrow, convert, continue or prepay the Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, the Borrower shall compensate the Lender for the loss, cost and expense attributable to such event. A certificate of the Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate within ten days after receipt thereof.

Section 2.09. Credit Bid Rights.

(a) Borrower acknowledges and agrees that, to the fullest extent permitted by applicable law, Lender shall have the right, pursuant to 11 U.S.C. § 363(k) and any similar applicable law, to credit bid all or any portion of the Obligations (including, without limitation, principal, accrued interest, fees, costs, expenses and the Premium) at any sale, auction, or disposition of any Collateral conducted under the Bankruptcy Code or other insolvency law.

(b) Borrower stipulates that all Obligations are fully secured by valid, perfected liens on the Collateral and consents to Lender’s right to credit bid the entire amount of such Obligations without cash payment, subject only to a final determination of the amount of the allowed secured claim by the bankruptcy court.

(c) Borrower waives and agrees not to contest Lender’s right to credit bid or to argue that any portion of the Obligations is not subject to a credit bid, except as otherwise expressly determined by a bankruptcy court of competent jurisdiction.

Section 2.10. DIP Financing and Use of Cash Collateral

(a) In the event Borrower or any of its affiliates commences a case under Title 11 of the Bankruptcy Code, Borrower shall: (i) promptly seek court approval to permit Borrower’s use of cash collateral only with Lender’s consent or pursuant to a court order acceptable to Lender; and (ii) support and not oppose Lender’s right to provide, or arrange for the provision of, debtor in possession financing (“DIP Financing”) in such case.

(b) Borrower agrees that any DIP Financing provided by Lender shall constitute an administrative expense claim with superpriority under 11 U.S.C. § 364(c)(1), and shall be secured by priming liens on all Collateral (and any post petition collateral) under 11 U.S.C. § 364(c)(2) and (d)(1), subject only to the Carve Out (as defined in the applicable DIP order).

(c) Borrower waives any right to object to Lender’s priming liens or to argue that adequate protection is insufficient, provided that Lender grants adequate protection to any valid, pre existing lienholders as required by the Bankruptcy Code.

(d) Borrower agrees that, at Lender’s election, all pre petition Obligations may be “rolled up” into DIP Financing and granted the same superpriority administrative expense status and liens, subject to approval by the bankruptcy court.

(e) Borrower shall reasonably cooperate in negotiating and submitting any motions, stipulations, or proposed orders necessary to approve (i) Lender’s cash collateral rights, (ii) Lender’s DIP Financing terms, and (iii) the roll up of pre petition Obligations into such DIP Financing.

ARTICLE 3

Representations and Warranties

The Borrower represents and warrants to the Lender that:

Section 3.01. *Organization; Powers.*The Borrower is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. The Borrower has no Subsidiaries other than the Irish Subsidiary. The Irish Subsidiary has no assets, operations or liabilities.

Section 3.02. Authorization;Enforceability. The Transactions are within such Borrower’s corporate powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder action. Each Loan Document has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law*.*

Section 3.03. Governmental Approvals;No Conflicts. The Transactions do not and will not (a) require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any order of any Governmental Authority, (c) conflict with, violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower, and (d) result in the creation or imposition of, or the requirement to create, any Lien on any asset of the Borrower, other than Liens in favor of the Lender.

Section 3.04. *Indebtedness; Liens.*The Borrower has no Indebtedness for borrowed money other than the Loan and Obligations. The Borrower has no Liens other than Permitted Liens.

Section 3.05. Properties; IntellectualProperty. The Borrower has good title to, or valid leasehold interests in, all its real and personal property material to its business. The Borrower owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by such Borrower does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 3.06. Litigation. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve the Loan Documents or the Transactions.

Section 3.07. Compliance withLaws and Agreements; No Default. The Borrower is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property in all material respects; provided, however, the Borrower’s failure to make timely filings in accordance with the Securities Exchange Act of 1934 shall not be deemed to breach the foregoing representation. The Borrower is in compliance with all material agreements and other material instruments binding upon it or its property. No Default has occurred and is continuing.

Section 3.08. Investment CompanyStatus. The Borrower is not required to be registered as an “investment company” as defined in the Investment Company Act of 1940.

Section 3.09. Taxes. The Borrower has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower has set aside on its books adequate reserves.

Section 3.10. Disclosure. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, such Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

Section 3.11. Solvency. The Borrower is Solvent.

ARTICLE 4

Conditions

Section 4.01. *Effective Date.*The obligation of the Lender to make the Loan hereunder shall not become effective until the date on which each of the following conditions is satisfied in the Lender’s sole discretion (or waived in writing in the Lender’s sole discretion):

(a) The Lender shall have received a counterpart of this Agreement and each other Loan Document, duly executed and delivered by each party hereto and thereto.

(b) The Lender shall have received a satisfactory Borrowing Request in accordance with Section 2.02.

(c) The Lender shall have received evidence satisfactory to it of the filing of UCC-1 financing statements with respect to the Security Agreement and Collateral, in form and substance satisfactory to the Lender.

(d) The Lender shall have received such documents and certificates as the Lender may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, the Loan Documents or the Transactions, compliance with the conditions set forth in Sections 4.01(e) and 4.01(f), all in form and substance satisfactory to the Lender.

(e) The representations and warranties of the Borrower set forth in each Loan Document shall be true and correct on and as of the date of the Loan.

(f) At the time of and immediately after giving effect to the Loan, no Default shall have occurred and be continuing.

(g) The Lender shall have received such other documents as the Lender may reasonably request.

ARTICLE 5

Affirmative Covenants

Until the Commitment has expired or been terminated and all outstanding Obligations shall have been paid in full in cash, the Borrower covenants and agrees with the Lender that:

Section 5.01. *Certain Information.*The Borrower will furnish to the Lender, promptly following any request therefor, such information regarding the operations, business affairs and financial condition of the Borrower, or compliance with the terms of the Loan Documents, as the Lender may reasonably request.

Section 5.02. Notices of MaterialEvents. The Borrower will furnish to the Lender prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any Proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower ;

(d) notice of (i) any default, event of default, termination, suspension, rescission, force majeure event or material breach, in each case, of or under any contract or Indebtedness of Borrower, and (ii) any event or condition which could reasonably be expected to result in a default, event of default, termination, suspension, rescission or material breach of or under any contract or Indebtedness of Borrower; and

(e) any development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section (i) shall be in writing, and (ii) shall be accompanied by a statement of a senior executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 5.03. Existence; Conductof Business. The Borrower will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit the Proposed Acquisition.

Section 5.04. Maintenance of Properties;Insurance. The Borrower will (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

Section 5.05. Booksand Records. The Borrower will keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities.

Section 5.06. Compliance withLaws. The Borrower will, and will cause the Irish Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 5.07. *Use of Loan Proceeds.*The Borrower will hold the proceeds of the Loan in cash and Cash Equivalents.

Section 5.08. Accuracy ofInformation. The Borrower will ensure that any information furnished to the Lender in connection with any Loan Document or any modification thereof or waiver thereunder contains no material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section.

ARTICLE 6

Negative Covenants

Until the Commitment has expired or been terminated and all outstanding Obligations shall have been paid in full in cash, the Borrower covenants and agrees with the Lender that, without the prior written consent of the Lender:

Section 6.01. Indebtedness. The Borrower will not, and will not permit the Irish Subsidiary to, create, incur, assume or permit to exist any Indebtedness for borrowed money, except for the Loan and Obligations.

Section 6.02. Liens. The Borrower will not, and will not permit the Irish Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it or the Irish Subsidiary, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; and (b) Liens in favor the Lender.

Section 6.03. *Restricted Payments.*The Borrower will not, and will not permit the Irish Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment.

Section 6.04. Transactions withAffiliates. The Borrower will not, and will not permit the Irish Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except in the ordinary course of business and on terms and conditions not less favorable to the Borrower than could be obtained on an arm’s-length basis from unrelated third parties.

Section 6.05. *Use of Loan Proceeds.*The Borrower will not use the proceeds of the Loan for any purpose, other than general corporate purposes of the Borrower as to which the Lender has given its prior written (which may be by email) consent.

Section 6.06. *Irish Subsidiary.*The Borrower will not permit the Irish Subsidiary to own any assets or properties, make any investments or create, incur or assume any Indebtedness.

ARTICLE 7

Events of Default

Section 7.01. Events of Default.If any of the following events (“Events of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of, or interest on, the Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(c) any representation or warranty made or deemed made by or on behalf of the Borrower in or in connection with any Loan Document, or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document, or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect when made or deemed made;

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to Borrower’s existence), 5.04, 5.05, 5.07 or 5.07 or in Article 6;

(e) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Section 7.01) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days;

(f) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 45 days or an order or decree approving or ordering any of the foregoing shall be entered;

(g) The Borrower shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(h) The Borrower shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; or

(i) one or more judgments for the payment of money in an aggregate amount in excess of $25,000 shall be rendered against the Borrower and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower to enforce any such judgment.

Section 7.02. Remedies Upon anEvent of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Sections 7.01(f) or 7.01(g)),and at any time thereafter during the continuance of such Event of Default, the Lender may, by notice to the Borrower, take any or allof the following actions, at the same or different times:

(a) terminate the Commitment, and thereupon the Commitment shall terminate immediately;

(b) declare the Loan then outstanding and all other Obligations to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loan so declared to be due and payable, together with accrued interest thereon and all other Obligations accrued under any Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and

If an Event of Default described in Sections 7.01(f) or 7.01(g) occurs with respect to the Borrower, the Commitment shall automatically terminate and the principal of the Loan then outstanding, together with all accrued but unpaid interest thereon and all other Obligations, shall automatically become due and payable, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Section 7.03. Application of Payments.Notwithstanding anything herein to the contrary, if an Event of Default has occurred and is continuing, all payments received on accountof the Obligations shall be applied by the Lender as follows:

(i) first, to payment of that portion of the Obligations constituting indemnities, expenses and other amounts payable to the Lender (including fees and disbursements of counsel to the Lender payable under Section 8.03);

(ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lender (including fees and disbursements of counsel to the Lender payable under Section 8.03) arising under the Loan Documents;

(iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loan;

(iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loan;

(v) fifth, to the payment in full in cash of all other Obligations; and

(vi) finally, the balance, if any, after all Obligations have been paid in full in cash, to the Borrower or as otherwise required by law.

ARTICLE 8

Miscellaneous

Section 8.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail,(i) if to the Borrower, to it at its address set forth in Schedule 8.01, and (ii) if to the Lender, to it at its address set forth in Schedule 8.01. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).

(b) Unless the Lender otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) Any party hereto may change its address for notices and other communications hereunder by notice to the other parties hereto.

Section 8.02. Waivers; Amendments.(a) No failure or delay by the Lender in exercising any right or power under the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Lender under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of the Loan shall not be construed as a waiver of any Default, regardless of whether the Lender may have had notice or knowledge of such Default at the time.

(b) Neither any Loan Document nor any provision of any Loan Document may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Lender.

Section 8.03. Expenses; Limitation of Liability; Indemnity,Etc.

(a) Expenses. The Borrower shall pay all out-of-pocket expenses incurred by the Lender (including the fees and disbursements of any counsel for the Lender) in connection with the administration of the Loan Documents and the enforcement or protection of the Lender’s rights in connection with the Loan Documents, including its rights under this Section, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loan.

(b) Limitationof Liability. To the fullest extent permitted by applicable law (i) the Borrower shall not assert, and the Borrower hereby waives, any claim against the Lender, and any Related Party of the Lender (each such Person being called a “Lender-RelatedPerson”) for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof; provided that, nothing in this paragraph shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee, as provided in Section 8.03(c), against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(c) Indemnity. The Borrower hereby indemnifies the Lender, and each Related Party of the Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of each Loan Document, or any agreement or instrument contemplated hereby or thereby, (ii) the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (iii) the Loan or the use of the proceeds therefrom, (iv) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by the Borrower, or any environmental liability related in any way to the Borrower, or (v) any actual or prospective Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by the Borrower or its equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. This Section 8.03(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

(d) Payments. All amounts due under this Section 8.03 shall be payable not later than three Business Days after written demand therefor.

Section 8.04. Successors and Assigns. (a) The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations under any Loan Document without the prior written consent of the Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) the Lender may not assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in any Loan Document, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of the Lender) any legal or equitable right, remedy or claim under or by reason of any Loan Document.

(b) (i) The Lender may assign to one or more Persons all or a portion of its rights and obligations under the Loan Documents (including all or a portion of the Loan at the time owing to it) at any time. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents.

(ii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iii) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under the Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under the Loan Documents (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.06 and 8.03).

(iii) The Lender, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, and the Lender(s) shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

Section 8.05. Survival. All covenants, agreements, representations and warranties made by the Borrower in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to any Loan Documents shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of the Loan, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as any Obligations payable under this Loan Documents is outstanding. The provisions of Sections 2.06 and 8.03 and Error! Reference source not found. shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Obligations in full in cash, the expiration or termination of the Commitments or the termination of the Loan Documents or any provision thereof.

Section 8.06. Counterparts; Integration;Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The Loan Documents constitute the entire contract among the parties relating to the subject matter thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter thereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(b) Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document and/or the transactions contemplated by the Loan Documents (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of such Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper- based recordkeeping system, as the case may be; provided that nothing herein shall require the Lender to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Lender has agreed to accept any Electronic Signature, the Lender shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower hereby (A) agrees that, for all purposes, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of any Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Lender may, at its option, create one or more copies of any Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of any Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of such Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Lender’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Section 8.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 8.08. Right ofSetoff. If an Event of Default shall have occurred and be continuing, each of the Lender and its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to setoff and apply any and all obligations at any time owing, by the Lender or any such Affiliate of the Lender, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under any Loan Document to the Lender, irrespective of whether or not the Lender shall have made any demand under any Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to an Affiliate of the Lender different from the Affiliate holding such obligations. The rights of the Lender and such Affiliates of the Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that the Lender and such Affiliates of the Lender may have. The Lender agrees to notify the Borrower promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 8.09. Governing Law; Jurisdiction;Consent to Service of Process. (a) This Agreement and the other Loan Documents shall be construed in accordance with and governed by the law of the State of New York.

(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to any and all Loan Documents or the transactions relating thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Lender or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or New York State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Loan Document in any court referred to in paragraph (b) of this Section. The Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) The Borrower irrevocably consents to service of process in the manner provided for notices in Section 8.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 8.10. WAIVEROF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ATRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONSCONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, INTHE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEENINDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS INTHIS SECTION.

Section 8.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 8.12. InterestRate Limitation. In no event shall the interest charged with respect to the Loans or any other Obligations of the Borrower under any Loan Document exceed the maximum amount permitted under the laws of the State of New York or of any other applicable jurisdiction. Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable hereunder or under any Note or other Loan Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, the Borrower shall, to the extent permitted by law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by the Lender exceed the amount which it could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, the Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of the Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to the Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Section 8.13. No Fiduciary Duty,etc. The Borrower acknowledges and agrees that the Lender will not have any obligations except those obligations expressly set forth in the Loan Documents and the Lender is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against the Lender based on an alleged breach of fiduciary duty by the Lender in connection with the Loan Documents and the Transactions. Additionally, the Borrower acknowledges and agrees that the Lender is not advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated in the Loan Documents, and the Lender shall have no responsibility or liability to the Borrower with respect thereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

BORROWER:
MOVANO INC.
By:	/s/ J Cogan
	Name:	J. Cogan
	Title:	CFO

LENDER:
EVIE HOLDINGS, LLC
By:	/s/ Peter Appel
	Name:	Peter Appel
	Title:	Managing Member

EXHIBIT A

[FORM OF] NOTE

MOVANO INC.

THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE LOAN AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE BORROWER PURSUANT TO THE TERMS OF SUCH LOAN AGREEMENT.

$1,500,000	New York, New York
	August 6, 2025
	(Issuance Date)

FOR VALUE RECEIVED, the undersigned, MOVANO INC., a Delaware corporation (“Borrower”), hereby unconditionally promises to pay to the order of Evie Holdings, LLC, a Delaware corporation (the “Lender”) or its registered assigns, in lawful money of the United States of America and in immediately available funds, the principal amount of (a) ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) or (b) if less, the unpaid principal amount of the Loan made by the Lender pursuant to the Loan Agreement. The principal amount hereof shall be paid in the amounts and on the dates specified in the Loan Agreement. Borrower further agrees to pay interest in Dollars on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Loan Agreement.

The holder of this Note is authorized to indorse, on Schedule A annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, the date and amount of each payment or prepayment of principal with respect thereto or amount of earned, accrued and unpaid interest outstanding under this Note. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of Borrower in respect of the Loan.

This Note (a) is one of the Notes referred to in that certain Loan Agreement, dated as of August 6, 2025 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement), between Borrower and Lender, (b) is subject to the provisions of the Loan Agreement and other Loan Documents and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Loan Agreement. This Note is secured as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the terms and conditions upon which the security interests were granted and the rights of the holder of this Note in respect thereof. This Note is an instrument for the payment of money only within the meaning of Section 3213 of New York’s Civil Practice Law and Rules.

Upon the occurrence of any Event of Default, the unpaid principal balance of this Note and all accrued, earned and unpaid interest thereon shall become, or may be declared to be, immediately due and payable, all as provided in the Loan Agreement and other Loan Documents.

All parties now and hereafter liable with respect to this Note, whether as maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment for payment, demand, protest and all other notices of any kind.

THIS NOTE SHALL BE GOVERNEDBY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

There are no unwritten or oral agreements between Borrower and the Lender.

IN WITNESS HEREOF, this Note is executed and effective as of the date first written above.

MOVANO INC.
By:
Name:	J. Cogan
Title:	CFO

LOAN AND REPAYMENTS OF LOAN

Date	Amount of Loan	Amount of Principal of Loan Repaid	Unpaid Principal Balance of Loan	Notation Made By

Exhibit 10.2

FIRST AMENDMENT TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of November 3, 2025, by and between EVIE HOLDINGS, LLC (“Lender”) and MOVANO Inc., a Delaware corporation (the “Borrower”).

RECITALS

A. On August 6, 2025, Lender made a loan to Borrower in the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) (the “Loan”). The Loan is evidenced by that certain Loan Agreement, dated as of August 6, 2025, by and between Lender and Borrower (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”). Capitalized terms used in this Amendment without definition have the meanings assigned to such terms in the Loan Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, and intending to be legally bound, Borrower and Lender hereby agree as follows:

1. Amendments to Loan Agreement. Effective on and as of the date of this Amendment, the Loan Agreement is hereby amended as follows:

(a) Section 1.01 of the Loan Agreement is hereby amended to delete the definition of “Maturity Date” therefrom in its entirety and replace it with the following:

“MaturityDate” means November 5, 2025.

3. Loan Agreement Generally. This Amendment and the Loan Agreement shall hereafter be read and construed together as a single document, and all references in the Loan Agreement, any other Loan Document or any agreement or instrument related to the Loan Agreement shall hereafter refer to the Loan Agreement as amended by this Amendment. This Amendment shall constitute a Loan Document for all purposes of the Loan Agreement and the other Loan Documents. Notwithstanding anything to the contrary in the Loan Agreement or any other Loan Document, the provisions of this Amendment shall control with respect to the subject matter contained herein. To the extent of any inconsistency or conflict between this Amendment and the Loan Agreement or any other Loan Document, this Amendment shall govern, and the conflicting or inconsistent provisions of the Loan Agreement or such other Loan Document shall be, and hereby are, solely to the extent of any such inconsistency or conflict, superseded and of no further force or effect.

Miscellaneous. This Amendment may be executed in one or more counterparts, each of which, when executed, shall be deemed an original, and such counterparts, together, shall constitute one and the same instrument which shall sufficiently be evidenced by one of such original counterparts. This Amendment constitute the entire agreement between the parties hereto with respect to the transactions contemplated herein, and they supersede all prior oral or written agreements, commitments, or understandings with respect to the matters provided for herein and therein.

5. Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

6. Severability. Any provision of this Amendment that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

7. Governing Law. The rights and obligations of all parties hereto shall be governed by the laws of the State of New York, without regard to principles of conflicts of laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

8. JURY TRIAL WAIVER. THE BORROWER AND THE LENDER, TO THE EXTENT PERMITTED BY LAW, EACH HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN THE BORROWER AND THE LENDER ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

[Signaturesappear on the following page.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

BORROWER:
MOVANO INC.
/s/ J. Cogan
Name:	J. Cogan
Title:	CFO
LENDER:
---	---
EVIE HOLDINGS, LLC
/s/ Peter Appel
Name:	Peter Appel
Title:

Exhibit 10.3

SECOND AMENDMENT TO LOAN AGREEMENT

THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of November 6, 2025, by and between EVIE HOLDINGS, LLC (“Lender”) and MOVANO Inc., a Delaware corporation (the “Borrower”).

RECITALS

B. In accordance with the Collateral Documents, the Loan is secured by a Lien in favor of Lender on Borrower’s assets (the “Assets”).

C. On or about the date hereof, Borrower is entering into an Agreement and Plan of Merger (the “Merger Agreement”) with Corvex, Inc. (“Corvex”) pursuant to which it is contemplated that Borrower will complete a reverse merger transaction with Corvex (the “Merger”).

D. Pursuant to the terms of the Loan Agreement, none of the Merger, Asset Sale (as defined herein), Asset Transfer (as defined herein) or any prepayment of the Loan contemplated hereby constitutes a Qualifying Transaction and as of the date hereof, a Qualifying Transaction can no longer occur.

E. Pursuant to the Merger Agreement, Borrower is permitted to sell the Assets and, in connection with the closing of the Merger, distribute the net proceeds thereof to Borrower’s stockholders.

F. In connection with the entry into the Merger Agreement, the parties desire to amend the Loan Agreement as provided for herein.

1. Amendments to Loan Agreement. Effective on and as of the date of this Amendment, the Loan Agreement is hereby amended as follows:

(a) Section 1.01 of the Loan Agreement is hereby amended to delete the definition of “Maturity Date” therefrom in its entirety and replace it with the following:

“MaturityDate” means March 31, 2026.

(b) Section 1.01 of the Loan Agreement is hereby amended to add the following definition thereto:

“Second Amendment” means that certain Second Amendment to Loan Agreement, dated as of November 6, 2025, by and between Lender and Borrower.

(c) Section 1.01 of the Loan Agreement is hereby amended to delete the definition of “Qualifying Transaction” therefrom in its entirety, and the Loan Agreement is hereby amended to delete all references to “Qualifying Transaction” therein.

(d) Section 2.02 of the Loan Agreement is hereby amended to add the following as a new clause (d) to the end thereof as follows:

(d) Notwithstanding anything to the contrary in the Loan Agreement or the other Loan Documents, Borrower shall repay the outstanding Obligations hereunder or the Loan and all other outstanding Obligations under the Loan Documents shall be deemed satisfied and discharged upon the following:

(i) Repayment Upon Asset Sale. Prior to the completion of the Merger (as defined in the Second Amendment), Borrower shall use reasonable best efforts to sell or otherwise dispose of all or substantially all of the assets of the Borrower (such transaction, an “Asset Sale”) for net proceeds sufficient to repay in full the Obligations in accordance with this Section 2.02(d)(i); provided, that with respect to any Asset Sale where the net proceeds of such transaction would not reasonably be expected to be sufficient to repay in full the Obligations in accordance with this Section 2,02(d)(i), Lender’s approval in its sole and absolute discretion shall be required prior to the consummation of such Asset Sale. Upon completion of, and receipt of sale proceeds from, an Asset Sale, Borrower shall repay the outstanding Obligations in full, including all outstanding principal of, and all accrued but unpaid interest on, the Loan, plus the Premium. For the avoidance of doubt, as of the date of the Second Amendment, the Obligations are equal to the outstanding principal amount of $1,500,000, plus accrued and unpaid interest, plus a Premium equal to $3,000,000.

(ii) Repayment Via Asset Transfer. In the event that (x) all outstanding Obligations are not fully repaid and satisfied prior to completion of the Merger (as defined in the Second Amendment), whether pursuant to clause (d)(i) above, Section 2.03 below or otherwise, and (y) Borrower determines, in its reasonable discretion, that an Asset Sale will not be consummated prior to the completion of the Merger, Borrower agrees to transfer all assets of the Borrower as set forth on Schedule 2.02 hereof to Lender prior to the consummation of the Merger pursuant to definitive agreements to be entered into by and between the Borrower and the Lender in form and substance reasonably acceptable to Borrower, Lender and Corvex, Inc. (such transaction, an “Asset Transfer”). Borrower and Lender acknowledge and agree that as part of the Asset Transfer, (1) Lender shall receive all assets of Borrower (including those assets which constitute Collateral and Intellectual Property as defined under the Security Agreement and IP Security Agreement, respectively) held by Borrower as of the date of the Second Amendment (the “Currently Held Assets”) together with all Proceeds (as defined the Security Agreement and IP Security Agreement) and products of any and all of the foregoing, and all accessions to, substitutions and replacements for, and rents and profits of each of the foregoing (“Current Assets Proceeds”), that are retained by Borrower at the time of the Asset Transfer and (2) Lender shall not receive any assets of Borrower that it acquires after the date of this Amendment that do not constitute Current Assets Proceeds, which for avoidance of doubt would include funds raised in financing transactions (and any Proceeds thereof) following the date of the Second Amendment or any assets of Corvex that are acquired as a result of the Merger. Upon the consummation of the Asset Transfer, Lender agrees that all of the Borrower’s indebtedness, liabilities and obligations under the Loan Documents shall be deemed satisfied in full.

(iii) Release. Immediately upon the earlier of (x) the repayment in full of the Obligations (other than contingent obligations for which no claims have been asserted) and (y) the Asset Transfer, Lender agrees that (i) all liens, security interests or other encumbrances on the assets or equity interests of Borrower in favor of Lender will be automatically and irrevocably released and terminated, (ii) the Loan Agreement, Note, Collateral Documents, the Loan Documents and any other documents executed in connection therewith, including Borrower’s obligations to Lender thereunder, shall terminate and be of no further force or effect and Borrower shall have no further liability of any kind whatsoever to Lender under the Loan, the Loan Documents, or otherwise, and (iii) in furtherance of the foregoing, Lender shall deliver a payoff letter in the form of Exhibit B attached hereto as well as any UCC terminations, lien releases or other release documents as necessary and appropriate to release, as of record, the security interests, financing statements, and all other notices of security interests and liens previously filed in connection with the Loan Documents or the amounts payable thereunder.

(e) Section 2.03(b) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

(b) Except as otherwise set forth in Section 2.02(d), upon the occurrence of a Change in Control, the Borrower shall forthwith prepay all outstanding principal of, together with all accrued but unpaid interest on, the Loan, plus all other outstanding Obligations.

2. Merger Agreement Notwithstanding anything to the contrary in the Loan Documents, Lender hereby agrees that neither entry into the Merger Agreement nor completion of the transactions contemplated thereby shall constitute a Default or otherwise trigger any repayment obligation of Borrower or rights of Lender to exercise any rights under the Loan Agreement or any other Loan Document, except as set forth in Section 2.03(d) of the Loan Agreement, as amended hereby.

Miscellaneous. This Amendment may be executed in one or more counterparts, each of which, when executed, shall be deemed an original, and such counterparts, together, shall constitute one and the same instrument which shall sufficiently be evidenced by one of such original counterparts. This Amendment constitute the entire agreement between the parties hereto with respect to the transactions contemplated herein, and they supersede all prior oral or written agreements, commitments, or understandings with respect to the matters provided for herein and therein.

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5. Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

[Signaturesappear on the following page.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

BORROWER:
MOVANO INC.
/s/ J. Cogan
Name:	J. Cogan
Title:	CFO
LENDER:
---	---
EVIE HOLDINGS, LLC
/s/ Peter Appel
Name:	Peter Appel
Title:

Schedule 2.02

Assets Subject to Asset Transfer

1.	The intellectual property (“Legacy IP”) used in the Borrower’s business prior to the closing of the<br>Merger Agreement (“Legacy Business”).
2.	Those contracts of Borrower primarily relating to the Legacy IP.
---	---
3.	True and complete copies of files, documents, databases, data, materials, books and records of Borrower that are used in the operation<br>of the Legacy Business and that are owned by and in the possession or control of Borrower and primarily relating to the Legacy IP.
---	---
4.	All rights of Borrower under non-disclosure or confidentiality, non-compete or non-solicitation agreements with employees, former<br>employees, consultants and independent contractors of Borrower, to the extent primarily relating to the Legacy IP.
---	---
5.	All data of Borrower (in all cases excluding attorney-client privileged data) primarily relating to the Legacy IP.
---	---
6.	The leases of Borrower primarily relating to the Legacy IP.
---	---
7.	All equipment, tangible personal property and tangible assets of Borrower primarily relating to the Legacy IP.
---	---
8.	All goodwill of Borrower associated with the Legacy IP.
---	---
9.	All Inventory.
---	---
10.	All Equipment.
---	---
11.	Deposit Accounts and Cash held by Borrower as of the date of the Second Amendment that remains unspent.
---	---

Exhibit B

Form of Payoff Letter

[__], 20[___]

MOVANO INC.

6800 Koll Center Pkwy Ste 160

Pleasanton, CA 94566-7044

Attention: Chief Financial Officer

Re: Payoff of Loan Agreement

Ladies and Gentlemen:

The undersigned, Evie Holdings, LLC (the “Lender”), has been advised by Movano Inc., a Delaware corporation (the “Borrower”), that the Borrower intends to [repay in full all indebtedness and other Obligations outstanding under, and terminate,][consummate the Asset Transfer as defined in] that certain Loan Agreement, dated as of August 6, 2025 (as amended, restated, supplemented or otherwise modified from time to time through the date hereof, the “Loan Agreement”), by and between Borrower and Lender[, and any and all documents, instruments and agreements relating thereto (as amended, restated, supplemented or otherwise modified from time to time through the date hereof, together with the Loan Agreement and any documents, instruments or agreements executed in connection therewith, are hereinafter referred to collectively as the “Loan Documents”)]. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

[The aggregate amount of principal, interest and all other obligations outstanding under the Loan Documents and due to Lender as set forth in the payoff quotation attached hereto as ExhibitA (the “Payoff Quotation”) as of the close of business on [___], 20[___] (the “Cutoff Date”), if paid in immediately available funds by wire transfer in accordance with the instructions set forth on the Payoff Quotation at or prior to 5:00 p.m. (California time) (the “Payoff Time”) on the Cutoff Date, will be [$_______] (the “Payoff Amount”), which amount includes all principal, interest and all other obligations outstanding, due and owing to Lender pursuant to the Loan Documents as of the Cutoff Date.]

In consideration of the [payment in full of the Payoff Amount to Lender at or prior to the Payoff Time][consummation of the Asset Transfer], the Lender hereby acknowledges and agrees that:

(i)	[payment of such Payoff Amount][consummation of the Asset Transfer] shall constitute payment in full of<br>all of the Borrower’s or any of its affiliates’ indebtedness, liabilities and obligations under the Loan Documents;
(ii)	upon [receipt on or prior to the Payoff Time by Lender of the Payoff Amount in accordance with the wire<br>instructions set forth on Exhibit A attached hereto][consummation of the Asset Transfer]:
---	---
(1)	the Loan Documents shall immediately and automatically terminate and be of no further force and effect,<br>and the Borrower shall have no further obligations or liabilities to the Lender under the Loan Documents or otherwise;
---	---
(2)	any and all guarantees or liens on or security interests in any assets of the Borrower or any of its affiliates<br>granted in connection with the Loan Documents shall immediately and automatically terminate and be of no further force and effect, without<br>any further action, and
---	---
(3)	Borrower (or any of its affiliates or designees) shall be, and is hereby, authorized to file or cause<br>to be filed any Uniform Commercial Code termination statements, or amendments and other releases necessary in order to effect, or reflect<br>of public record, the release of any or all security interests and liens on the assets of the Borrower or any of its affiliates granted<br>in connection with the Note Documents.
---	---

The undersigned hereby agrees to promptly execute and deliver any and all further instruments and documents and take such further action as the Borrower (or any of its affiliates or designees) may reasonably request to effectuate, evidence or reflect of public record, the termination of any and all guarantees, security interests and liens referred to in this letter.

Delivery of any executed signature page of this letter agreement by facsimile or other electronic imaging means (including via Docusign) shall be effective as delivery of a manually executed counterpart hereof.

This letter agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to conflict of law principles thereof that would cause the laws of another jurisdiction to apply.

[Signatures on following pages.]

IN WITNESS WHEREOF, the undersigned has executed this letter as of the date first above written.

EVIE HOLDINGS, LLC
By:
	Name:
	Title:

EXHIBIT A

PAYOFF QUOTATION

Principal Amount:	[________]
Interest:	[________]
Total of	[________]
to be wired to:
Bank: [________]
---
ABA No. [________]
Attn: [________]
Account: [__________]
Reference: [________]

Exhibit 10.4

SECURITY AGREEMENT

This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of August 6, 2025, is executed by MOVANOINC., a Delaware corporation (“Company”), in favor of EVIE HOLDINGS, LLC (“Lender”).

RECITALS

A. Company and Lender are entering into a Loan Agreement, dated as of the date hereof (as amended from time to time, the “Loan Agreement”), pursuant to which the Lender has agreed to extend credit to the Company subject to the terms and conditions therein set forth.

B. As a condition precedent to the extension of credit pursuant to the Loan Agreement, the parties hereto are entering into this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Company hereby agrees with Lender as follows:

1.Definitions and Interpretation. When used in this Security Agreement, the following terms have the following respective meanings:

“Collateral” has the meaning given to that term in Section 2 hereof.

“UCC” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided, that if, by reason of mandatory provisions of law, any or all of the perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions related to such provisions.

All capitalized terms not otherwise defined herein shall have the respective meanings given in the Loan Agreement. Unless otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC.

2.Grant of Security Interest. Company, as security for the prompt and complete payment and performance when due of the Obligations, does hereby grant and pledge, a security interest to the Lender, in all right, title and interest of Company in, to and under the assets, properties and rights of Company described in Attachment 1 hereto, whether tangible or intangible and wherever located, whether now existing or hereafter from time to time arising or coming into existence, and whether now owned or hereafter from time to time acquired (collectively, the “Collateral”). This Security Agreement shall create a continuing pledge and assignment of and security interest in the Collateral and shall (a) remain in full force and effect until all outstanding Obligations have been paid in full in cash to the Lender; (b) be binding upon Company and its successors and assigns; and (c) inure, together with the rights and remedies of Lender and its successors and permitted assigns, for the benefit of Lender.

3.General Representations and Warranties. Company represents and warrants to Lender that: (a) Company is the sole legal and beneficial owner of the property in which Company purports to grant a Lien pursuant to this Security Agreement, subject to no Liens other than Permitted Liens, and has full power and lawful authority to grant the Liens on the Collateral intended to be granted hereunder; (b) Company’s exact legal name as of the date hereof and any prior legal names, and the Grantor’s jurisdiction of organization or incorporation, organizational identification or incorporation number, mailing address, in each case, as of the Effective Date and for the four months immediately preceding the date hereof, are, in each case, as set forth on Schedule B; (c) Company has not, within the four months immediately preceding the Effective Date and except as disclosed on Schedule B, changed its location (as defined in Section 9-307 of the UCC) or its identity or corporate structure or become a “new debtor” (as defined in Section 9-102(a)(56) of the UCC) with respect to a currently effective security agreement previously entered into by any other Person; (d) this Security Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of Lender, which security interest is prior to all other Liens other than Permitted Liens, in existence on the Effective Date, and is enforceable as such against creditors of Company, subject to the exceptions to the enforceability of an obligation arising under (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally, and (ii) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, regardless of whether considered in a proceeding at equity or at law; (e) good and marketable legal title to the Collateral is vested in the name of Company, free and clear of any adverse claims other than Permitted Liens; (f) upon the filing of UCC-1 financing statements in the appropriate filing offices, Lender has (or in the case of after-acquired Collateral, at the time Company acquires rights therein, will have) a first priority perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing, subject to Permitted Liens; (g) other than the security interest granted to Lender pursuant to this Security Agreement and any other Permitted Liens, Company has not pledged or granted a security interest in any of the Collateral; (h) Company has not authorized the filing of and is not aware of any financing statements against Company that include a description of the Collateral other than any financing statement relating to the security interest granted to Lender hereunder or that has been terminated; (i) all Inventory has been (or, in the case of hereafter produced Inventory, will be) produced in compliance with applicable laws, including the Fair Labor Standards Act; (j) all accounts receivable and payment intangibles are genuine and enforceable against the party obligated to pay the same; (k) the originals of all documents evidencing all accounts receivable and payment intangibles of Company and the only original books of account and records of Company relating thereto are, and will continue to be, kept at the chief executive office of Company set forth on Schedule B or at such other locations as Company may establish in accordance with Section 5(d), and (l) all information set forth in Schedules A and B hereto is true and correct.

4. Representations and Warranties regarding Intellectual Property. Company represents and warrants to Lender that: (a) Company does not own any patents, trademarks, copyrights or mask works registered in, or the subject of pending applications in, the Patent and Trademark Office or the Copyright Office or any similar offices or agencies in any other country or any political subdivision thereof, other than those described on Schedule A hereto; (b) Company has, subject to Permitted Liens, the sole, full and unencumbered right, title and interest in and to the trademarks shown on Schedule A and the goods and services covered by the registrations thereof and, to the extent registered, such registrations are valid and enforceable and in full force and effect; (c) Company has, subject to Permitted Liens, the sole, full and unencumbered right, title and interest in and to each of the patents shown on Schedule A and the registrations thereof are valid and enforceable and in full force and effect; (d) Company has, subject to Permitted Liens, the sole, full and unencumbered right, title and interest in and to each of the copyrights shown on Schedule A and according to the records of the Copyright Office, each of said copyrights is valid and enforceable and in full force and effect; (e) Company has, subject to Permitted Liens, the sole, full and unencumbered right, title and interest in and to the mask works shown on Schedule A and according to the records of the Copyright Office, each of said mask works is valid and enforceable and in full force and effect; (f) there is no claim by any third party that any patents, trademarks, copyrights or mask works are invalid and unenforceable or do or may violate the rights of any Person; (g) all licenses (other than non-exclusive licenses to end-users) of patents, trademarks, copyrights, mask works and trade secrets which Company has granted to any Person are set forth in Schedule A hereto; (h) all licenses of patents, trademarks, copyrights, mask works and trade secrets which any Person has granted to Company are set forth on Schedule A hereto; (i) Company has obtained from each employee who may be considered the inventor of patentable inventions (invented within the scope of such employee’s employment) an assignment to Company of all rights to such inventions, including patents; and (j) Company has taken all reasonable steps necessary to protect the secrecy and the validity under applicable law of all material trade secrets.

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5.Covenants Relating to Collateral. Company hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Lender therein and the perfection and priority of such Lien, subject to Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without at least 15 days’ prior written notice to Lender: (i) not to change Company’s name or place of business (or, if Company has more than one place of business, its chief executive office), or the office in which Company’s records relating to accounts receivable and payment intangibles are kept, (ii) not to change Company’s state of incorporation, (iii) not to keep Collateral consisting of chattel paper at any location other than its chief executive office set forth in item 1 of Schedule B hereto, and (iv) not to keep Collateral consisting of equipment or inventory at any location other than the locations set forth in item 4 of Schedule B hereto, (f) to procure, execute and deliver from time to time any endorsements, assignments, financing statements, account control agreements, landlord consents, bailee waivers and other writings deemed necessary or reasonably advisable by Lender to perfect, maintain and protect its Lien hereunder and the first priority thereof and to deliver promptly upon the request of Lender all originals of Collateral consisting of instruments; (g) to appear in and defend any action or proceeding which may affect its title to or Lender ’s interest in the Collateral; (h) to keep separate, accurate and complete records of the Collateral and to provide Lender with such records and such other reports and information relating to the Collateral as Lender may reasonably request from time to time; (i) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Lender; and (j) to permit Lender and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Company and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Company’s business, finances and accounts with its directors, officers and independent public accountants.

6.Covenants Regarding Intellectual Property. Company hereby agrees:

(a) Company will perform all acts and execute all documents, including notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Patent and Trademark Office or the Copyright Office, that may be necessary or desirable to record, maintain, preserve, protect and perfect Lender ’ interest in the Collateral, the Lien granted to Lender in the Collateral and the first priority of such Lien;

(b) Except to the extent that Lender gives its prior written consent:

(i) Company (either itself or through licensees) will continue to use its material trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain such trademarks in full force and effect free from any claim of abandonment for nonuse, and Company will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any material trademark may become invalidated;

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(ii) Company will not do any act or omit to do any act whereby any material patent registrations may become abandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify Lender immediately if it knows of any reason or has reason to know that any material patent registration may become abandoned or dedicated; and

(iii) Company will not do any act or omit to do any act whereby any material copyrights or mask works may become abandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify Lender immediately if it knows of any reason or has reason to know that any material copyright or mask work may become abandoned or dedicated to the public domain.

(c) Company will promptly (and in any event within 5 days) notify Lender upon the filing, either by Company or through any agent, employee, licensee or designee, of (i) an application for the registration of any patent or trademark, with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, (ii) any assignment of any patent or trademark, which Company may acquire from a third party, with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or (iii) any assignment of any copyright or mask work, which Company may acquire from a third party, with the Copyright Office or any similar office or agency in any other country or any political subdivision thereof. Upon the request of Lender, Company shall execute and deliver any and all agreements, instruments, documents and papers as Lender may request to evidence Lender ’s security interest in such patent, trademark (and the goodwill and general intangibles of Company relating thereto or represented thereby), copyright or mask work, and Company authorizes Lender to amend an original counterpart of the applicable notice of security interest executed pursuant to Section 6(a) of this Security Agreement without first obtaining Company’s approval of or signature to such amendment and to record such document with the Patent and Trademark Office or Copyright Office, as applicable;

(d) While any Obligations remain outstanding, Company shall not register or cause to be registered with the United States Copyright Office any copyright registrations with respect to any proprietary software of Company or any other property that is subject to registration with the United States Copyright Office; provided, that Company may register or cause to be registered such proprietary software or other property of Company with the United States Copyright Office if (i) such copyright registration is made in connection with the enforcement against third parties of Company’s rights with respect to such proprietary software or other property and (ii) Company provides Lender five (5) Business Days prior notice of such copyright registration. While any Obligations remain outstanding, Company shall file or cause to be filed with the United States Copyright Office a copyright application with respect to any major revisions or upgrades to any proprietary software that has previously been registered by Company with the United States Copyright Office. Company shall file for such registration within thirty (30) days from such major revision or upgrade and shall notify Lender in writing five (5) Business Days prior to such filing.

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(e) Company will take all necessary steps in any proceeding before the Patent and Trademark Office, the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application and registration of the patents, trademarks, copyrights and mask works, including filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings (except to the extent that dedication, abandonment or invalidation is permitted hereunder);

(f) Company shall (i) use proper statutory notice in connection with its use of the patents, trademarks, copyrights and mask works, (ii) maintain consistent standards of quality in its manufacture of products sold under the trademarks or provision of services in connection with the trademarks, and (iii) take all steps necessary to protect the secrecy and the validity under applicable law of all material trade secrets;

(g) Company agrees that if it learns of any use by any Person of any term or design likely to cause confusion with any trademark, Company shall promptly notify Lender of such use and of all steps taken and to be taken to remedy any infringement of any trademark; and

(h) Company shall maintain with each employee who may have access to the trade secrets of Company an agreement by which such employee agrees not to disclose such trade secrets and with each employee who may be the inventor of patentable inventions (invented within the scope of such employee’s employment) an invention assignment agreement requiring such employee to assign all rights to such inventions, including patents and patent applications, to Company and further requiring such employee to cooperate fully with Company, its successors in interest, including Lender, and their counsel, in the prosecution of any patent application or in any litigation involving the invention, whether such cooperation is required during such employee’s employment with Company or after the termination of such employment.

7. Authorized Action by Lender. Company hereby irrevocably appoints Lender as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Lender may perform (but Lender shall not be obligated to and shall incur no liability to Company or any third party for failure so to do) any act which Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as Company might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Company relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, that Lender shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. Company agrees to reimburse Lender upon demand for any reasonable costs and expenses, including attorneys’ fees, Lender may incur while acting as Company’s attorney-in-fact hereunder, all of which costs and expenses are included in the Obligations. It is further agreed and understood between the parties hereto that such care as Lender gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Lender ’s possession; provided, that Lender shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

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8.Default and Remedies.

(a) Default. Company shall be deemed in default under this Security Agreement upon the occurrence and during the continuance of an Event of Default.

(b) Remedies. If an Event of Default has occurred and is continuing, Lender shall have the rights of a secured creditor under the UCC, all rights granted by this Security Agreement, any other Loan Document and by law, including the right to: (a) require Company to assemble the Collateral and make it available to Lender at a place to be designated by Lender; and (b) prior to the disposition of the Collateral, store, process, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent Lender deems appropriate. In the event that a Triggering Event has occurred, (1) Company hereby agrees that ten (10) days’ notice of any intended sale or disposition of any Collateral is reasonable and (2) in furtherance of Lender ’s rights hereunder, Company hereby grants to Lender an irrevocable, non-exclusive license, exercisable without royalty or other payment by Lender, and only in connection with the exercise of remedies hereunder, to use, license or sublicense any patent, trademark, trade name, copyright or other intellectual property in which Company now or hereafter has any right, title or interest together with the right of access to all media in which any of the foregoing may be recorded or stored.

(c) Application of Collateral Proceeds. The proceeds of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Lender at the time of, or received by Lender after, the occurrence of an Event of Default) shall be applied as set forth in Section 7.03 of the Loan Agreement.

(d) If Borrower or any affiliate commences a case under the Bankruptcy Code, and Lender provides debtor-in-possession financing (“DIP Financing”): (a) the liens granted herein shall automatically extend to secure all DIP Financing obligations without the need for further action or documentation by Borrower or Lender; (b) such liens shall constitute first-priority priming liens under 11 U.S.C. § 364(d) on all Collateral (and any post-petition collateral), subject only to the Carve-Out; and (c) Borrower shall reasonably cooperate in obtaining any bankruptcy court orders necessary to confirm or perfect such priming liens and shall not oppose such relief.

(e) Lender’s liens and security interests shall be subject only to the following “Carve-Out”: (a) Statutory fees owed to the U.S. Trustee under 28 U.S.C. § 1930 and any applicable clerk’s fees; and (b) Professional fee carve-out: payment of allowed and unpaid fees and expenses of Borrower’s and any official committee’s professionals approved by the bankruptcy court up to an aggregate amount of $100,000 (the “Professional Fee Cap”). Except for the Carve-Out, Borrower waives any right to surcharge the Collateral under 11 U.S.C. § 506(c) or assert the “equities of the case” exception under 11 U.S.C. § 552(b).

(f) Borrower further agrees: (a) All Obligations (including DIP obligations and premiums) shall constitute Lender’s allowed secured claim; (b) Lender shall be entitled to adequate protection to the full extent of its interest in the Collateral; (c) Borrower waives any challenge to the validity or enforceability of the liens, including objections that the liens are punitive or should be subordinated; (d) Lender may credit bid the full amount of its claim (including DIP obligations and premiums) under 11 U.S.C. § 363(k); and (e) Borrower shall support, and not oppose, entry of DIP and cash collateral orders on terms acceptable to Lender.

-6-

Miscellaneous.

(a) Notices. Except as otherwise provided herein, all notices, requests, demands, consents, instructions or other communications to or upon Company or Lender under this Security Agreement shall be in writing and given in accordance with Section 8.01 of the Loan Agreement.

(b) Nonwaiver. No failure or delay on Lender ’s part in exercising any right hereunder shall operate as a waiver thereof or of any other right nor shall any single or partial exercise of any such right preclude any other further exercise thereof or of any other right.

(c) Amendments and Waivers. This Security Agreement may not be amended or modified, nor may any of its terms be waived, except by written instruments signed by Company and Lender. Each waiver or consent under any provision hereof shall be effective only in the specific instances for the purpose for which given.

(d) Assignments. This Security Agreement shall be binding upon and inure to the benefit of Lender and Company and their respective permitted successors and permitted assigns; provided, that Company may not sell, assign or delegate rights and obligations hereunder without the prior written consent of Lender.

(e) Cumulative Rights, etc. The rights, powers and remedies of Lender under this Security Agreement shall be in addition to all rights, powers and remedies given to Lender by virtue of any applicable law, rule or regulation of any Governmental Authority, any Loan Document or any other agreement, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing Lender’s rights hereunder. Company waives any right to require Lender to proceed against any Person or to exhaust any Collateral or to pursue any remedy in Lender ’s power.

(f) Certain Waivers. Company hereby waives, to the maximum extent permitted by applicable law, (i) all defenses based on any loss whether as a result of any such sale or otherwise; (ii) all rights under any law to require Lender to pursue any Person other than Company, any security that Lender may hold, or any other remedy before proceeding against Company; (iii) all rights of reimbursement or subrogation and all rights to participate in any security held by Lender until all Obligations have been paid in full in cash to Lender; (iv) all rights to require Lender to give any notices of any kind, including notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or as expressly provided in the Loan Documents; (v) all rights to assert the bankruptcy or insolvency of Company as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Company’s obligations hereunder if the Obligations are reduced (other than to the extent of payment in cash of such Obligations); (vii) all defenses based on the disability or lack of authority of Company or any other Person, the repudiation of the Loan Documents by Company or any other Person, the failure by Lender to enforce any claim against Company, or the unenforceability in whole or in part of any Loan Documents; (viii) all defenses based on any change in the time, manner or place of payment of, or in any other term of the Obligations, any release, amendment or waiver of, or consent under, or departure from, or settlement or adjustment of, any Obligations; (ix) any exchange, release or non-perfection of any lien on any Collateral or collateral under the Loan Documents; and (x) all suretyship and guarantor’s defenses generally. Company, to the maximum extent permitted by law, hereby agrees that it shall not invoke, claim or assert the benefit of any rule of law or statute now or hereafter in effect (including any right to prior notice or judicial hearing in connection with Lender’s possession, custody or disposition of any Collateral or any appraisal, valuation, stay, extension, moratorium or redemption law), or take or omit to take any other action, that would or could reasonably be expected to have the effect of delaying, impeding or preventing the exercise of any rights and remedies by Lender in respect of the Collateral.

-7-

(g) Partial Invalidity. If at any time any provision of this Security Agreement is or becomes illegal, invalid or unenforceable in any respect under the law or any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Security Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.

(h) Reinstatement. This Security Agreement and the obligations of Company hereunder shall automatically be reinstated if and to the extent that for any reason any payment made pursuant to this Security Agreement is rescinded or must otherwise be restored or returned, whether as a result of any proceedings in bankruptcy or reorganization or otherwise with respect to Company or any other Person or as a result of any settlement or compromise with any Person (including Company) in respect of such payment, and Company shall pay the Lender on demand all of Lender’s costs and expenses (including fees of counsel) incurred by the Lender in connection with such rescission or restoration.

(i) Further Assurances. Promptly upon request by Lender, Company will take any and all such further actions as Lender may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) subject any Collateral to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto Lender the rights granted or now or hereafter intended to be granted to Lender under any Loan Documents.

(j) Expenses. Company shall pay on demand all reasonable fees and expenses, including reasonable attorneys’ fees and expenses, incurred by Lender in connection with custody, preservation or sale of, or other realization on, any of the Collateral or the enforcement or attempt to enforce any of the Obligations which is not performed as and when required by this Security Agreement.

(k) Entire Agreement. This Security Agreement taken together with the other Loan Documents constitute and contain the entire agreement of Company and Lender and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.

(l) Other Interpretive Provisions. References in this Security Agreement and each of the other Loan Documents to any document, instrument or agreement (1) includes all exhibits, schedules and other attachments thereto, (2) includes all documents, instruments or agreements issued or executed in replacement thereof and (3) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Security Agreement or any other Loan Document refer to this Security Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Security Agreement or such other Loan Document, as the case may be. The words “include” and “including” and words of similar import when used in this Security Agreement or any other Loan Document shall not be construed to be limiting or exclusive.

-8-

(m) Governing Law. THIS SECURITY AGREEMENT, AND ANY DISPUTE, SUIT, ACTION OR PROCEEDING, WHETHER IN CONTRACT, TORT OR OTHERWISE AND WHETHER AT LAW OR IN EQUITY, RELATING TO OR ARISING OUT OF THIS AGREEMENT OR TRANSACTIONS CONTEMPLATED HEREBY, SHALL, IN ACCORDANCE WITH SECTIONS 5 1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

(n) WAIVEROF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIALBY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATEDHEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENTOR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEKTO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SECURITYAGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(o) Counterparts. This Security Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.

[The remainder of this page is intentionally left blank]

-9-

IN WITNESS WHEREOF, Company has caused this Security Agreement to be executed as of the day and year first above written.

MOVANO INC.
By:	/s/ J. Cogan
Name:	J. Cogan
Title:	CFO
AGREED:
---	---
EVIE HOLDINGS, LLC,
as Lender
By:	/s/ Peter Appel
Name	Peter Appel
Title:

[Signature page to Security Agreement]

Exhibit 10.5

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This Intellectual Property Security Agreement (this “Agreement”) is entered into as of August 6, 2025, by and between MOVANO INC., a Delaware corporation (“Borrower”) and EVIE HOLDINGS, LLC (“Lender”).

RECITALS

A. Lender has agreed to make a term loan to Borrower (the “Loan”) in the amount and manner set forth in that certain Loan Agreement dated as of the date hereof (as amended from time to time, the “Loan Agreement”; capitalized terms used but not defined herein are used as defined in the Loan Agreement) between Lender and Borrower. Lender is willing to make the Loan to Borrower, but only upon the condition, among others, that Borrower shall grant to Lender a security interest in Borrower’s intellectual property to secure the obligations of Borrower to Lender.

B. Pursuant to the terms of the Security Agreement, Borrower has granted to Lender a security interest in all of Borrower’s right, title and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security for the prompt and complete payment when due of Borrower’s obligations to Lender, Borrower hereby represents, warrants, covenants and agrees as follows:

AGREEMENT

1. Grant of Security Interest. To secure Borrower’s Obligations to Lender, Borrower grants and pledges to Lender a security interest in all of Borrower's right, title and interest in, to and under Borrower’s intellectual property constituting Collateral (all of which shall collectively be called the “Intellectual Property Collateral”), including, without limitation, the following:

(a) Any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held, including without limitation those set forth on Exhibit A attached hereto (collectively, the “Copyrights”);

(b) Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;

(d) All patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on Exhibit B attached hereto (collectively, the “Patents”);

(e) Any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks, including without limitation those set forth on Exhibit C attached hereto (collectively, the “Trademarks”);

(f) All mask works or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired, including, without limitation those set forth on Exhibit D attached hereto (collectively, the “Mask Works”);

(g) Any and all claims for damages by way of past, present and future infringements of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above;

(h) All licenses or other rights to use any of the Copyrights, Patents, Trademarks, or Mask Works and all license fees and royalties arising from such use, in each case, to the extent the grant of security interest is permitted by such license or rights;

(i) All amendments, extensions, renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and

(j) All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

2. Recordation. Borrower authorizes the Commissioner for Patents, the Commissioner for Trademarks and the Register of Copyrights and any other government officials to record and register this Agreement upon request by Lender.

3. Authorization. Borrower hereby authorizes Lender to (a) modify this Agreement unilaterally by amending the exhibits to this Agreement to include any Intellectual Property Collateral which Borrower obtains subsequent to the date of this Agreement, and (b) file a duplicate original of this Agreement containing amended exhibits reflecting such new Intellectual Property Collateral.

4. Loan Documents. This Agreement has been entered into pursuant to and in conjunction with the Loan Agreement and Security Agreement, which are hereby incorporated by reference. The provisions of the Loan Agreement and Security Agreement shall supersede and control over any conflicting or inconsistent provision herein. The rights and remedies of Lender with respect to the Intellectual Property Collateral are as provided by the Loan Agreement, Security Agreement and related documents, and nothing in this Agreement shall be deemed to limit such rights and remedies.

5. Execution in Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., "pdf" or "tif" format) shall be effective as delivery of a manually executed counterpart of this Agreement.

6. Successors and Assigns. This Agreement will be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns.

7. Governing Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the United States and the State of New York, without giving effect to any choice or conflict of law provision or rule which would result in the application of the law of a different jurisdiction.

[Signature page follows.]

IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed by its officers thereunto duly authorized as of the first date written above.

BORROWER:
MOVANO INC.
By:	/s/ JCogan
Name:	J. Cogan
Title:	CFO
LENDER:
---	---
EVIE HOLDINGS, LLC
By:	/s/ Peter<br> Appel
Name:	Peter Appel
Title:

Exhibit 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEYACT OF 2002

I,	John Mastrototaro, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q of Movano Inc.;
---	---
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a)	Designed<br>such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure<br>that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those<br>entities, particularly during the period in which this report is being prepared;
---	---
b)	Designed<br>such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br>to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external<br>purposes in accordance with generally accepted accounting principles;
---	---
c)	Evaluated<br>the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the<br>effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br>and
---	---
d)	Disclosed<br>in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br>most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br>or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All<br>significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br>likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	Any<br>fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal<br>control over financial reporting.
---	---
	MOVANO INC.
---	---	---
	(Registrant)
Date: November 14, 2025	By:	/s/ John Mastrototaro
		John Mastrototaro
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEYACT OF 2002

I,	J. Cogan, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q of Movano Inc.;
---	---
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a)	Designed<br>such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure<br>that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those<br>entities, particularly during the period in which this report is being prepared;
---	---
b)	Designed<br>such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br>to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external<br>purposes in accordance with generally accepted accounting principles;
---	---
c)	Evaluated<br>the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the<br>effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br>and
---	---
d)	Disclosed<br>in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br>most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br>or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All<br>significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br>likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	Any<br>fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal<br>control over financial reporting.
---	---
	MOVANO INC.
---	---	---
	(Registrant)
Date: November 14,<br> 2025	By:	/s/ J. Cogan
		J. Cogan
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Movano Inc. (the “Company”) for the period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, John Mastrototaro, Chief Executive Officer of the Company, and J. Cogan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to our knowledge that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

A signed original of this written statement required by Section 906 has been provided to Movano Inc. and will be retained by Movano Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ John Mastrototaro		/s/ J. Cogan
Name:	John Mastrototaro	Name:	J. Cogan
Title:	Chief Executive Officer	Title:	Chief Financial Officer
	(Principal Executive Officer)		(Principal Financial Officer and<br><br>Principal Accounting Officer)
Date:	November 14, 2025	Date:	November 14, 2025