Core Insights - Monteverde & Associates PC is investigating several mergers and acquisitions involving Gulf Island Fabrication, Movano Inc., NuVista Energy Ltd., and Orbit Technologies Ltd. to determine if the proposed deals are fair for shareholders [1]. Group 1: Gulf Island Fabrication, Inc. - Gulf Island shareholders are set to receive $12.00 in cash per share as part of its sale to IES Holdings, Inc. [1]. Group 2: Movano Inc. - Movano Inc. is merging with Corevex, Inc., where Corvex shareholders will own approximately 96% of the combined company post-transaction [1]. Group 3: NuVista Energy Ltd. - NuVista shareholders have options in their merger with Ovintiv Inc., including C$18.00 in cash per share, 0.344 of a share of Ovintiv common stock, or a combination of both, resulting in a fully prorated basis of C$9.00 in cash plus 0.172 of a share in common stock [1]. Group 4: Orbit Technologies Ltd. - Orbit shareholders will receive $13.725 per share in cash as part of its merger with Kratos Defense & Security Solutions, Inc. [1].

Group 1 - Halper Sadeh LLC is investigating Movano Inc.'s merger with Corvex, Inc., where Movano shareholders would own approximately 3.8% of the combined company after the transaction [1] - Gulf Island Fabrication, Inc. is being sold to IES Holdings, Inc. for $12.00 in cash per share [2] - The firm may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4] - Halper Sadeh LLC represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4]

Revenue Performance - Revenue for the three months ended September 30, 2025, was $80,000, a 60% increase from $50,000 in the same period of 2024[162] - Revenue for the nine months ended September 30, 2025, totaled $0.4 million, a decrease of 57% from $0.9 million in the same period of 2024[163] Net Loss and Improvement - Net loss for the three months ended September 30, 2025, was $4.0 million, a 44% improvement compared to a net loss of $7.2 million in the same period of 2024[161] - Net loss for the nine months ended September 30, 2025, was $12.4 million, a 35% improvement from a net loss of $19.1 million in the same period of 2024[161] Operating Expenses - Total operating expenses for the three months ended September 30, 2025, were $2.7 million, a 64% decrease from $7.4 million in the same period of 2024[161] - Total operating expenses for the nine months ended September 30, 2025, were $11.5 million, a 44% decrease from $20.4 million in the same period of 2024[161] Product Launch and Development - The Evie Ring was launched in November 2023, generating all revenues from sales in the United States[148] - The FDA 510(k) clearance for the pulse oximetry feature in the EvieMED Ring was received in November 2024, enabling its use as a medical device[150] - The company is developing a patented System-on-a-Chip (SoC) for non-invasive glucose and cuffless blood pressure monitoring[151] Cost of Revenue and Expenses - Cost of revenue decreased by $1.1 million to $1.3 million for the nine months ended September 30, 2025, compared to $2.4 million for the same period in 2024[165] - Research and development expenses totaled $5.0 million for the nine months ended September 30, 2025, down from $9.2 million in 2024, a decrease of $4.2 million[167] - Sales, general and administrative expenses were $5.2 million for the nine months ended September 30, 2025, compared to $8.8 million in 2024, reflecting a decrease of $3.6 million[169] Cash Flow and Financing - Cash and cash equivalents totaled $2.0 million as of September 30, 2025, with $9.0 million used in operating activities during the same period[174] - The company incurred a net other expense of $1.3 million for the nine months ended September 30, 2025, compared to a net other income of $0.4 million in 2024[172] - The company expects to continue incurring significant expenses related to the planned merger with Corvex, impacting future cash needs[175] - The company has entered into a Bridge Loan agreement for $1.5 million, with an extension of the maturity date to March 31, 2026[176] - The company used no cash in investing activities during the nine months ended September 30, 2025, compared to $3,000 in 2024[185]

Core Insights - The article discusses 15 emerging technology trends that will significantly shape the landscape by 2026, emphasizing the rapid integration of technology into daily life and work environments [1][2]. Group 1: Smart Infrastructure and IoT - By 2026, over 30 billion devices will be interconnected, enhancing urban environments with smart traffic lights and pollution monitoring systems [5]. Group 2: Privacy and AI - AI is shifting towards local processing to enhance privacy, with companies like Apple and Meta developing technologies that keep data processing on devices rather than in the cloud [6]. Group 3: Automation and Robotics - Workflow automation tools are increasingly replacing human roles in various sectors, with companies like Amazon utilizing predictive technologies for logistics [7]. - AI-enhanced robotics are already operational in retail and logistics, performing tasks such as inventory management and delivery [8]. Group 4: AI Integration - AI is becoming embedded in operating systems, allowing for proactive assistance in tasks like email management and content creation [9]. - Wearable technology is evolving to monitor health metrics more comprehensively, potentially predicting health issues before they arise [10]. Group 5: Quantum Computing - Quantum computing is advancing rapidly, with companies like IBM developing chips that can simulate complex molecules and optimize supply chains [11][12]. Group 6: Augmented Reality - Augmented reality glasses are set to replace traditional screens, providing immersive experiences and real-time information overlays [13]. Group 7: AI in Healthcare - AI is transforming healthcare by enabling early disease detection and personalized treatment plans, moving beyond traditional diagnostic methods [14]. Group 8: Edge AI - Edge AI technology is being integrated into everyday devices, enhancing their capabilities without relying on cloud processing [15]. Group 9: Home Assistants and Humanoid Robots - AI-powered home assistants are becoming more interactive and capable, while humanoid robots are being deployed in commercial settings for various tasks [16][17]. Group 10: AI Agents and Generative AI - AI agents are evolving to perform complex tasks autonomously, while generative AI is becoming the standard for content creation across various media [18][19]. Group 11: Brain-Computer Interfaces - Brain-computer interfaces are making significant strides, enabling direct communication between the brain and devices, with implications for medical applications [20].

Core Insights - Recent market activity has highlighted significant price movements in several companies, particularly in the biotechnology and healthcare sectors, reflecting increased investor interest in innovative products and services [1] Company Summaries - **Cogent Biosciences, Inc. (COGT)**: Stock price increased to $34.07, a 129.89% change, due to positive Phase 3 trial results for Bezuclastinib in treating Gastrointestinal Stromal Tumors, showing a median progression-free survival of 16.5 months compared to 9.2 months for Sunitinib alone [2][7] - **Galecto, Inc. (GLTO)**: Stock price rose to $16.18, a 226.87% increase, driven by the company's focus on developing treatments for fibrosis, cancer, and inflammation, attracting speculative interest from retail traders and momentum investors [3][7] - **Movano Inc. (MOVE)**: Stock price climbed to $12.49, a 161.84% increase, due to its innovative healthcare technology, particularly the Movano Ring, which measures various health metrics, capturing investor enthusiasm [4][7] - **Columbus Acquisition Corp Rights (COLAR)**: Price increased to $0.42, up by 121.05%, as a blank check company, attracting investors looking for significant returns through potential mergers or business combinations [5] - **Stran & Company, Inc. (SWAGW)**: Stock price rose to $0.38, a 92.21% increase, supported by its comprehensive range of services in the advertising and marketing sector, indicating strong market potential [6]

Group 1 - Movano Inc. (MOVE) experienced a significant stock price increase of 176.62 percent, reaching $13.19 following the announcement of an all-stock merger with Corvex, an AI cloud computing firm [1] - Corvex focuses on GPU-accelerated infrastructure and will utilize its Amplified AI Cloud platform to enhance its capabilities in large-scale, secure AI computing as part of the merger [1] - The merger will enable Corvex to go public as a result of the deal [1] Group 2 - After closing at $4.77, MOVE's stock is currently trading at $14.98, with fluctuations between $10.76 and $21.23 on the Nasdaq [2] - The trading volume surged to 40.8 million, significantly higher than its average of 0.24 million [2] - The 52-week range of MOVE shares is between $4.67 and $69.68 [2]

Core Insights - Two US biotech and medtech companies, Galecto Inc and Movano Inc, experienced significant stock price increases, each rising approximately 300% [1] Company Summaries - Galecto Inc (NASDAQ: GLTO) and Movano Inc (NASDAQ: MOVE) are relatively obscure names in the biotech and medtech sectors [1] - The explosive rallies in their stock prices have caught the attention of the market, indicating potential investor interest and market volatility [1]

Market Overview - U.S. stocks experienced an upward trend, with the Nasdaq Composite gaining over 400 points on Monday. The Dow increased by 0.17% to 47,068.14, the NASDAQ surged 1.86% to 23,433.12, and the S&P 500 rose 1.04% to 6,798.73 [1] - European shares also saw gains, with the eurozone's STOXX 600 rising 1.54%, Spain's IBEX 35 Index gaining 1.71%, London's FTSE 100 up 1.17%, Germany's DAX 40 increasing by 1.82%, and France's CAC 40 climbing 1.52% [6] Company Performance - Dole Plc (NYSE:DOLE) shares surged approximately 8% after reporting third-quarter results, with adjusted earnings of 16 cents per share, which missed analysts' forecasts of 17 cents and represented a 15.8% decline from 19 cents per share a year earlier. Revenue increased by 10.5% year over year to $2.28 billion, exceeding expectations of $2.15 billion [2] - Galecto Inc (NASDAQ:GLTO) shares skyrocketed 294% to $19.51 following the announcement of the acquisition of Damora Therapeutics [8] - Movano Inc (NASDAQ:MOVE) shares surged 206% to $14.59 after announcing a merger agreement with Corvex [8] - Cogent Biosciences Inc (NASDAQ:COGT) shares rose 125% to $33.36 after its Phase 3 PEAK study showed a median progression-free survival of 16.5 months for bezuclastinib plus sunitinib, with plans to submit an NDA to the FDA for bezuclastinib in intolerant gastrointestinal stromal tumors [8] - Lazydays Holdings Inc (NASDAQ:GORV) shares dropped 40% to $0.97 after announcing plans to delist from the Nasdaq [8] - Motorcar Parts of America Inc (NASDAQ:MPAA) shares fell 22% to $13.52 after reporting mixed quarterly financial results [8] - Surgery Partners Inc (NASDAQ:SGRY) shares decreased by 23% to $16.52 following mixed third-quarter financial results and a cut in FY25 sales guidance below estimates [8] Commodity Market - In commodity news, oil prices decreased by 0.2% to $59.65, while gold prices increased by 2.2% to $4,097.60. Silver rose by 3.7% to $49.920, and copper increased by 1.4% to $5.0240 [5]

Core Viewpoint - Movano Inc. and Corvex, Inc. have announced a definitive agreement for an all-stock merger, positioning Corvex to enter public markets and enhance its AI infrastructure capabilities [1][4]. Company Overview - Corvex specializes in AI cloud computing with a focus on GPU-accelerated infrastructure for AI workloads, led by co-founders Seth Demsey and Jay Crystal [3]. - Movano, known for its healthcare solutions, will be renamed Corvex, Inc. post-merger, with headquarters in Arlington, Virginia [5]. Merger Details - The merger will allow Corvex to leverage Movano's existing assets and market presence, with a merger exchange ratio based on a Movano per share value of $6.25 [4][7]. - Corvex shareholders will receive approximately 46.6 million shares of Movano stock, resulting in pre-merger Corvex stockholders owning about 96.2% of the combined company [7]. Financial Aspects - Corvex has raised $37.1 million in equity capital through a private placement, while Movano has secured a $1.0 billion equity facility and raised an additional $3.0 million [6]. - The combined company is expected to have around 48.7 million shares outstanding post-merger [7]. Strategic Positioning - The merger aims to capture the growing demand for AI infrastructure, with a focus on delivering GPU-as-a-Service and AI-as-a-Service capabilities [2][4]. - The leadership team brings extensive experience from major tech firms, enhancing the combined company's operational capabilities [5]. Product Offerings - Corvex's product suite includes AI factories, confidential computing, and inference-as-a-service, designed to support AI model training and inference at scale [9]. - The platform emphasizes security and efficiency, catering to the needs of AI innovators [2][9]. Future Plans - Movano Health will continue to market its medical device operations, including the FDA-cleared EvieMED Ring, while the combined company will focus on expanding its AI infrastructure offerings [4][8].

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents Movano Inc.'s unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Movano Inc.'s unaudited condensed consolidated financial statements, highlighting significant losses and going concern doubt [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This table summarizes key changes in Movano Inc.'s balance sheet items between December 31, 2024, and June 30, 2025 **Condensed Consolidated Balance Sheets (in thousands):** | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Total assets | $5,660 | $11,320 | | Total liabilities | $4,023 | $3,965 | | Total stockholders' equity | $1,637 | $7,355 | **Key Balance Sheet Changes (in thousands):** | Metric | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :---------------- | :--------- | :--------- | | Cash and cash equivalents | $2,109 | $7,902 | $(5,793) | -73.3% | | Total current assets | $4,886 | $10,390 | $(5,504) | -53.0% | | Total assets | $5,660 | $11,320 | $(5,660) | -50.0% | | Total current liabilities | $3,627 | $3,445 | $182 | 5.3% | | Total liabilities | $4,023 | $3,965 | $58 | 1.5% | | Total stockholders' equity | $1,637 | $7,355 | $(5,718) | -77.7% | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This table details Movano Inc.'s revenue, expenses, and net loss for the three and six months ended June 30, 2025 and 2024 **Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $103 | $0 | $309 | $852 | | Total costs and expenses | $3,363 | $6,397 | $8,807 | $13,003 | | Loss from operations | $(3,260) | $(6,397) | $(8,498) | $(12,151) | | Net loss and total comprehensive loss | $(3,225) | $(6,190) | $(8,403) | $(11,910) | | Net loss per share, basic and diluted | $(0.41) | $(0.93) | $(1.13) | $(2.30) | **Key Income Statement Changes (in thousands):** | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Revenue | $103 | $0 | $103 | N/A | | Cost of revenue | $362 | $380 | $(18) | -4.7% | | Research and development | $1,401 | $2,907 | $(1,506) | -51.8% | | Sales, general and administrative | $1,600 | $3,110 | $(1,510) | -48.6% | | Net loss | $(3,225) | $(6,190) | $2,965 | 47.9% | | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Revenue | $309 | $852 | $(543) | -63.7% | | Cost of revenue | $1,004 | $1,595 | $(591) | -37.1% | | Research and development | $3,784 | $5,794 | $(2,010) | -34.7% | | Sales, general and administrative | $4,019 | $5,614 | $(1,595) | -28.4% | | Net loss | $(8,403) | $(11,910) | $3,507 | 29.4% | [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20(Deficit)) This section outlines changes in Movano Inc.'s stockholders' equity, including stock-based compensation and common stock issuance **Stockholders' Equity Changes (in thousands):** | Metric | Balance at Dec 31, 2024 | Stock-based Compensation | Issuance of Common Stock | Net Loss | Balance at June 30, 2025 | | :-------------------------- | :---------------------- | :----------------------- | :----------------------- | :------- | :----------------------- | | Total Stockholders' Equity | $7,355 | $1,079 | $1,606 | $(8,403) | $1,637 | - The number of common shares issued and outstanding increased from 6,840,291 at December 31, 2024, to **8,301,204 at June 30, 2025**, primarily due to the issuance of common stock[8](index=8&type=chunk)[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents Movano Inc.'s cash flow activities, highlighting operating, investing, and financing changes **Condensed Consolidated Statements of Cash Flows (in thousands):** | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(7,399) | $(12,303) | | Net cash used in investing activities | $0 | $(6) | | Net cash provided by financing activities | $1,606 | $23,059 | | Net increase/(decrease) in cash and cash equivalents | $(5,793) | $10,750 | | Cash and cash equivalents at end of period | $2,109 | $16,868 | **Cash Flow Summary (Six Months Ended June 30, in thousands):** | Activity | 2025 | 2024 | | :-------------------------------- | :----- | :----- | | Net cash used in operating activities | $(7,399) | $(12,303) | | Net cash used in investing activities | $0 | $(6) | | Net cash provided by financing activities | $1,606 | $23,059 | | Net increase/(decrease) in cash and cash equivalents | $(5,793) | $10,750 | | Cash and cash equivalents at end of period | $2,109 | $16,868 | - Operating cash outflow decreased by **$4.9 million (39.9%)** from $12.3 million in H1 2024 to $7.4 million in H1 2025, primarily due to a reduced net loss[15](index=15&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - Financing cash inflow significantly decreased from **$23.1 million in H1 2024 to $1.6 million in H1 2025**, mainly due to a large issuance of common stock, pre-funded warrants, and common stock warrants in April 2024 that did not recur in 2025[15](index=15&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting Movano Inc.'s condensed consolidated financial statements [NOTE 1 – BUSINESS ORGANIZATION, NATURE OF OPERATIONS](index=7&type=section&id=NOTE%201%20%E2%80%93%20BUSINESS%20ORGANIZATION,%20NATURE%20OF%20OPERATIONS) This note describes Movano Health's business, product development, and ongoing going concern issues due to accumulated losses - Movano Inc. (Movano Health) is a technology company developing a platform for medical-grade, high-quality data in consumer health devices, including vital health information and future non-invasive glucose and blood pressure monitoring[18](index=18&type=chunk)[19](index=19&type=chunk)[132](index=132&type=chunk) - The company has incurred significant losses and negative cash flows since inception, with an accumulated deficit of **$156.5 million as of June 30, 2025**, raising substantial doubt about its ability to continue as a going concern beyond 2025 without additional financing[21](index=21&type=chunk)[23](index=23&type=chunk) - The company terminated its At-the-Market (ATM) issuance program in May 2025, having raised approximately **$9.3 million in gross proceeds** through June 30, 2025[22](index=22&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=7&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines Movano Inc.'s key accounting principles, including revenue recognition and the impact of recent pronouncements - The financial statements are unaudited and prepared in accordance with U.S. GAAP for interim financial information, reflecting management's estimates and assumptions[25](index=25&type=chunk)[29](index=29&type=chunk) - The Company operates as a single operating and reportable segment, with revenue from Evie Ring sales generated solely in the United States[31](index=31&type=chunk) - Revenue is recognized upon transfer of control of distinct Evie Ring Elements (ring, charger, cables, sizers, mobile apps), with an estimated portion allocated to customer support and future software updates recognized ratably over the product's estimated life[46](index=46&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) - Recent accounting pronouncements (ASU 2023-07, 2024-03, 2023-09) are primarily disclosure-related and are not expected to significantly impact the Company's financial condition or results of operations[71](index=71&type=chunk)[72](index=72&type=chunk) [NOTE 3 – FAIR VALUE MEASUREMENTS](index=14&type=section&id=NOTE%203%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) This note details the fair value measurements of Movano Inc.'s financial instruments, specifically cash equivalents **Fair Value Measurements of Cash Equivalents (in thousands):** | Asset | June 30, 2025 (Fair Value) | December 31, 2024 (Fair Value) | | :------------------ | :------------------------- | :----------------------------- | | Money market funds | $1,787 | $7,158 | | Total cash equivalents | $1,787 | $7,158 | - All cash equivalents are classified as Level 1, meaning their fair values are based on quoted market prices in active markets[75](index=75&type=chunk) [NOTE 4 – CASH AND CASH EQUIVALENTS](index=15&type=section&id=NOTE%204%20%E2%80%93%20CASH%20AND%20CASH%20EQUIVALENTS) This note provides a breakdown of Movano Inc.'s cash and cash equivalents and their significant decrease **Cash and Cash Equivalents (in thousands):** | Component | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | Cash | $322 | $744 | | Money market funds | $1,787 | $7,158 | | Total cash and cash equivalents | $2,109 | $7,902 | - Total cash and cash equivalents decreased by **73.3%** from $7.9 million at December 31, 2024, to **$2.1 million at June 30, 2025**[77](index=77&type=chunk) [NOTE 5 – BALANCE SHEET COMPONENTS](index=16&type=section&id=NOTE%205%20%E2%80%93%20BALANCE%20SHEET%20COMPONENTS) This note details changes in Movano Inc.'s inventory and property and equipment, net, components **Inventory (in thousands):** | Component | June 30, 2025 | December 31, 2024 | | :---------------- | :------------ | :---------------- | | Raw materials | $2,222 | $1,845 | | Finished goods | $257 | $201 | | Total inventory | $2,479 | $2,046 | **Property and Equipment, Net (in thousands):** | Component | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Total property and equipment | $714 | $714 | | Less: accumulated depreciation | $(557) | $(501) | | Total property and equipment, net | $157 | $213 | - Inventory increased by **$0.4 million (21.2%)** from December 31, 2024, to June 30, 2025, primarily in raw materials[80](index=80&type=chunk) - Property and equipment, net, decreased by **$0.06 million (26.3%)** due to accumulated depreciation[80](index=80&type=chunk) [NOTE 6 – OTHER CURRENT LIABILITIES](index=16&type=section&id=NOTE%206%20%E2%80%93%20OTHER%20CURRENT%20LIABILITIES) This note outlines the composition and changes in Movano Inc.'s other current liabilities **Other Current Liabilities (in thousands):** | Component | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | Accrued compensation | $135 | $324 | | Accrued research and development | $81 | $235 | | Accrued vacation | $147 | $307 | | Lease liabilities, current portion | $226 | $186 | | Other | $242 | $341 | | Total | $831 | $1,393 | - Total other current liabilities decreased by **$0.56 million (40.3%)** from $1.39 million at December 31, 2024, to $0.83 million at June 30, 2025, driven by reductions in accrued compensation, R&D, and vacation[81](index=81&type=chunk) [NOTE 7 – COMMON STOCK](index=17&type=section&id=NOTE%207%20%E2%80%93%20COMMON%20STOCK) This note details changes in Movano Inc.'s common stock, including shares outstanding and reserved for future issuance - As of June 30, 2025, **8,301,204 shares of common stock** were outstanding, up from 6,840,291 shares at December 31, 2024[83](index=83&type=chunk) - The Company issued **1,460,913 shares of common stock** through its At-the-Market (ATM) program for net proceeds of **$1.6 million** during the six months ended June 30, 2025. The ATM program was terminated as of June 30, 2025[87](index=87&type=chunk) **Common Stock Reserved for Future Issuance (June 30, 2025):** | Item | Shares | | :-------------------------------- | :------- | | Warrants to purchase common stock | 3,513,919 | | Stock options outstanding | 773,699 | | Stock options available for future grants | 782,641 | | Shares subject to restricted stock units | 615,939 | | Total | 5,686,198 | [NOTE 8 – COMMON STOCK WARRANTS](index=18&type=section&id=NOTE%208%20%E2%80%93%20COMMON%20STOCK%20WARRANTS) This note summarizes Movano Inc.'s common stock warrant activity, including outstanding and expired warrants **Common Stock Warrant Activity (Six Months Ended June 30, 2025):** | Warrant Issuance | Outstanding, Dec 31, 2024 | Canceled/Expired | Outstanding, June 30, 2025 | | :-------------------------- | :------------------------ | :--------------- | :------------------------- | | Preferred A Placement Warrants | 19,536 | (19,536) | 0 | | Preferred B Placement Warrants | 30,920 | (30,920) | 0 | | Convertible Notes Placement Warrants | 11,455 | 0 | 11,455 | | Underwriter Warrants | 63,798 | 0 | 63,798 | | January 2023 warrants | 154,800 | 0 | 154,800 | | February 2023 warrants | 23,220 | 0 | 23,220 | | August 2023 warrants | 13,441 | 0 | 13,441 | | April 2024 Pre Funded warrants | 209,936 | 0 | 209,936 | | April 2024 warrants | 3,015,172 | 0 | 3,015,172 | | August 2024 warrants | 22,097 | 0 | 22,097 | | **Total** | **3,564,375** | **(50,456)** | **3,513,919** | - Total outstanding warrants decreased by **50,456 shares** due to the expiration of Preferred A and Preferred B Placement Warrants during the six months ended June 30, 2025[90](index=90&type=chunk) [NOTE 9 – STOCK-BASED COMPENSATION](index=20&type=section&id=NOTE%209%20%E2%80%93%20STOCK-BASED%20COMPENSATION) This note details Movano Inc.'s stock option and restricted stock unit activity and related compensation expenses **Stock Option Activity (Six Months Ended June 30, 2025):** | Metric | Number of Options | Weighted Average Exercise Price | | :-------------------------------- | :---------------- | :------------------------------ | | Outstanding at December 31, 2024 | 721,399 | $21.98 | | Granted | 53,300 | $5.28 | | Cancelled | (1,000) | $34.81 | | Outstanding at June 30, 2025 | 773,699 | $22.41 | | Exercisable as of June 30, 2025 | 658,619 | $21.97 | **Stock-Based Compensation Expense (in thousands):** | Expense Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Cost of revenue | $0 | $23 | $1 | $34 | | Research and development | $71 | $638 | $166 | $822 | | Sales, general and administrative | $179 | $883 | $382 | $1,305 | | **Total Stock Options** | **$250** | **$1,544** | **$549** | **$2,161** | | **Total Restricted Stock Units** | **$530** | **$0** | **$530** | **$0** | | **Grand Total** | **$780** | **$1,544** | **$1,079** | **$2,161** | - During the three months ended June 30, 2025, the Company granted **408,090 Employee RSUs** (vesting over service period) and **207,849 Director RSUs** (vesting immediately) in lieu of salary and cash compensation, respectively[102](index=102&type=chunk) [NOTE 10 – COMMITMENTS AND CONTINGENCIES](index=23&type=section&id=NOTE%2010%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines Movano Inc.'s lease liabilities and royalty commitments to vendors **Lease Liabilities (in thousands):** | Lease Type | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Right-of-use assets | $509 | $600 | | Operating lease liabilities - Short-term | $208 | $169 | | Operating lease liabilities - Long-term | $387 | $502 | | Finance lease liabilities - Short-term | $18 | $17 | | Finance lease liabilities - Long-term | $9 | $18 | | Total lease liabilities | $622 | N/A | - The Company has future minimum lease payments totaling **$712,000** for operating and finance leases as of June 30, 2025, with a weighted average remaining operating lease term of **2.5 years**[109](index=109&type=chunk)[111](index=111&type=chunk) - The Company has a royalty commitment of approximately **$6.1 million** to a vendor for Evie Rings shipped, which is reduced by research and development expenses paid to the vendor (approximately **$0.9 million** through June 30, 2025)[117](index=117&type=chunk) [NOTE 11 – NET LOSS PER SHARE](index=25&type=section&id=NOTE%2011%20%E2%80%93%20NET%20LOSS%20PER%20SHARE) This note presents Movano Inc.'s net loss per share calculations and potentially dilutive securities **Net Loss Per Share (Basic and Diluted):** | Period | Net Loss (in thousands) | Weighted Average Shares | Net Loss Per Share | | :--------------------------- | :---------------------- | :---------------------- | :----------------- | | Three Months Ended June 30, 2025 | $(3,225) | 7,793,900 | $(0.41) | | Three Months Ended June 30, 2024 | $(6,190) | 6,635,891 | $(0.93) | | Six Months Ended June 30, 2025 | $(8,403) | 7,460,398 | $(1.13) | | Six Months Ended June 30, 2024 | $(11,910) | 5,185,388 | $(2.30) | - Net loss per share improved for both the three-month and six-month periods ended June 30, 2025, compared to 2024, despite an increase in weighted average shares outstanding[119](index=119&type=chunk) **Potentially Dilutive Securities Excluded (Six Months Ended June 30):** | Item | 2025 | 2024 | | :-------------------------------- | :------- | :------- | | Shares subject to options | 773,699 | 754,504 | | Shares subject to restricted stock units | 615,939 | 0 | | Shares subject to warrants | 3,303,983 | 3,332,342 | | Total | 4,693,621 | 4,086,846 | [NOTE 12 – SUBSEQUENT EVENTS](index=25&type=section&id=NOTE%2012%20%E2%80%93%20SUBSEQUENT%20EVENTS) This note discloses significant events occurring after June 30, 2025, including a bridge loan and Nasdaq compliance - On August 6, 2025, the Company secured a **$1.5 million bridge loan** at **12.0% interest**, maturing November 4, 2025, to pursue strategic alternatives, granting the lender a security interest in all assets, including intellectual property[121](index=121&type=chunk) - On August 27, 2025, Nasdaq granted the Company's request for continued listing, conditional on filing overdue 10-Q reports by September 30, 2025, and regaining a **$1.00 bid price** by October 30, 2025[122](index=122&type=chunk) - The Company granted **797,387 Employee RSUs** and **95,149 Director RSUs** during Q3 2025, vesting over the period or immediately, respectively, in lieu of compensation[123](index=123&type=chunk) - The Company has incurred significant losses and negative cash flows from operating activities since inception, with an accumulated deficit of **$156.5 million as of June 30, 2025**. It expects to continue incurring net losses and requires additional financing to fund future operations beyond 2025[21](index=21&type=chunk)[23](index=23&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Movano Inc.'s financial condition, operational results, limited history, net losses, and strategic initiatives - Movano Inc. is developing healthcare solutions with its initial commercial product, the Evie Ring, a wearable for women launched in November 2023 as a general wellness device[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) - In November 2024, the EvieMED Ring received **FDA 510(k) clearance** for its pulse oximetry feature, making it a medical device for clinical applications like remote patient monitoring[131](index=131&type=chunk) - The company is developing a patented System-on-a-Chip (SoC) for non-invasive continuous glucose monitoring (CGM) and cuffless blood pressure monitoring, aiming for a Class II FDA-cleared device[132](index=132&type=chunk) - The Board of Directors initiated a process to explore strategic alternatives to maximize shareholder value, engaging financial and legal advisors[133](index=133&type=chunk) [Forward-Looking Statements](index=26&type=section&id=Forward-Looking%20Statements) This section cautions readers about inherent uncertainties and risks associated with Movano Inc.'s future plans and financial performance - This section contains forward-looking statements regarding future plans, strategies, expectations, and financial performance, which are subject to inherent uncertainties, risks, and changes in circumstances[124](index=124&type=chunk)[125](index=125&type=chunk) - Key risks include limited operating history, ability to achieve profitability, continued Nasdaq listing, going concern issues, product development success, competitive pressures, and regulatory approvals[125](index=125&type=chunk)[127](index=127&type=chunk) [Overview](index=28&type=section&id=Overview) This section introduces Movano Health's business, the Evie Ring product, and its medical device development - Movano Health is developing a platform for medical-grade data in consumer health devices, with its initial product being the Evie Ring, a wearable for women launched in November 2023[128](index=128&type=chunk)[129](index=129&type=chunk) - The Evie Ring provides health metrics such as heart rate, HRV, SpO2, respiration rate, skin temperature, period/ovulation tracking, activity, sleep stages, and mood tracking[130](index=130&type=chunk) - The EvieMED Ring received **FDA 510(k) clearance** for its pulse oximetry feature in November 2024, positioning it as a medical device for clinical applications[131](index=131&type=chunk) - The company is also developing a System-on-a-Chip (SoC) for non-invasive continuous glucose monitoring (CGM) and cuffless blood pressure monitoring, aiming for a Class II FDA-cleared device[132](index=132&type=chunk) [Financial Operations Overview](index=28&type=section&id=Financial%20Operations%20Overview) This section summarizes Movano Inc.'s limited operating history, consistent net losses, and reliance on equity financing - Movano Inc. has a limited operating history, has generated only limited revenue, and has incurred net losses since inception, primarily funding operations through equity securities sales[134](index=134&type=chunk)[135](index=135&type=chunk) **Net Losses (in millions):** | Period | Net Loss | | :--------------------------- | :------- | | Six months ended June 30, 2025 | $8.4 | | Six months ended June 30, 2024 | $11.9 | - As of June 30, 2025, the company had **$2.1 million in cash and cash equivalents**[136](index=136&type=chunk) [Critical Accounting Policies and Estimates](index=29&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section discusses management's judgments and assumptions in preparing Movano Inc.'s financial statements - The preparation of financial statements requires management to make estimates and assumptions affecting reported asset/liability amounts and revenue/expenses[138](index=138&type=chunk) - There have been no material changes in critical accounting policies and estimates during the three and six months ended June 30, 2025, compared to the 2024 Form 10-K[139](index=139&type=chunk) [Recently Issued and Adopted Accounting Pronouncements](index=29&type=section&id=Recently%20Issued%20and%20Adopted%20Accounting%20Pronouncements) This section refers to Note 2 for details on new accounting pronouncements and their expected impact - Information on recently adopted and issued accounting pronouncements is disclosed in Note 2 of the condensed consolidated financial statements[140](index=140&type=chunk)[141](index=141&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) This section analyzes Movano Inc.'s financial performance, including revenue, expenses, and net loss, for the reporting periods [Revenue](index=30&type=section&id=Revenue) This section details Movano Inc.'s revenue performance for the three and six months ended June 30, 2025 and 2024 **Revenue (in thousands):** | Period | 2025 | 2024 | Change ($) | Change (%) | | :--------------------------- | :--- | :--- | :--------- | :--------- | | Three Months Ended June 30 | $103 | $0 | $103 | N/A | | Six Months Ended June 30 | $309 | $852 | $(543) | -63.7% | - Revenue for the three months ended June 30, 2025, was **$0.1 million**, up from $0 in the prior year, while six-month revenue decreased by **$0.6 million (64%)** due to reduced marketing efforts and lower sales volume[145](index=145&type=chunk)[146](index=146&type=chunk) [Cost of revenue](index=30&type=section&id=Cost%20of%20revenue) This section analyzes Movano Inc.'s cost of revenue for the three and six months ended June 30, 2025 and 2024 **Cost of Revenue (in thousands):** | Period | 2025 | 2024 | Change ($) | Change (%) | | :--------------------------- | :--- | :--- | :--------- | :--------- | | Three Months Ended June 30 | $362 | $380 | $(18) | -5% | | Six Months Ended June 30 | $1,004 | $1,595 | $(591) | -37% | - Cost of revenue for the six months ended June 30, 2025, decreased by **$0.6 million (37%)** primarily due to lower revenue, comprising direct costs, labor, stock-based compensation, and order processing/shipping[148](index=148&type=chunk) [Research and Development](index=31&type=section&id=Research%20and%20Development) This section examines Movano Inc.'s research and development expenses for the three and six months ended June 30, 2025 and 2024 **Research and Development Expenses (in thousands):** | Period | 2025 | 2024 | Change ($) | Change (%) | | :--------------------------- | :--- | :--- | :--------- | :--------- | | Three Months Ended June 30 | $1,401 | $2,907 | $(1,506) | -52% | | Six Months Ended June 30 | $3,784 | $5,794 | $(2,010) | -35% | - R&D expenses decreased by **$2.0 million (35%)** for the six months ended June 30, 2025, mainly due to lower research and laboratory expenses and other professional fees[150](index=150&type=chunk) [Sales, General and Administrative](index=31&type=section&id=Sales,%20General%20and%20Administrative) This section reviews Movano Inc.'s sales, general, and administrative expenses for the three and six months ended June 30, 2025 and 2024 **Sales, General and Administrative Expenses (in thousands):** | Period | 2025 | 2024 | Change ($) | Change (%) | | :--------------------------- | :--- | :--- | :--------- | :--------- | | Three Months Ended June 30 | $1,600 | $3,110 | $(1,510) | -49% | | Six Months Ended June 30 | $4,019 | $5,614 | $(1,595) | -28% | - SG&A expenses decreased by **$1.6 million (28%)** for the six months ended June 30, 2025, primarily due to lower headcount and decreased marketing costs, partially offset by increased stock compensation[152](index=152&type=chunk) [Loss from Operations](index=32&type=section&id=Loss%20from%20Operations) This section analyzes Movano Inc.'s loss from operations for the three and six months ended June 30, 2025 and 2024 **Loss from Operations (in thousands):** | Period | 2025 | 2024 | Change ($) | Change (%) | | :--------------------------- | :------- | :------- | :--------- | :--------- | | Three Months Ended June 30 | $(3,260) | $(6,397) | $3,137 | 49% | | Six Months Ended June 30 | $(8,498) | $(12,151) | $3,653 | 30% | - Loss from operations decreased by **$3.7 million (30%)** for the six months ended June 30, 2025, reflecting reduced operating expenses[154](index=154&type=chunk) [Other Income (Expense), Net](index=32&type=section&id=Other%20Income%20(Expense),%20Net) This section details Movano Inc.'s other income and expenses, net, for the three and six months ended June 30, 2025 and 2024 **Other Income (Expense), Net (in thousands):** | Period | 2025 | 2024 | Change ($) | Change (%) | | :--------------------------- | :--- | :--- | :--------- | :--------- | | Three Months Ended June 30 | $35 | $207 | $(172) | -83% | | Six Months Ended June 30 | $95 | $241 | $(146) | -61% | - Other income (expense), net, decreased by **$0.15 million (61%)** for the six months ended June 30, 2025[155](index=155&type=chunk) [Net Loss](index=32&type=section&id=Net%20Loss) This section presents Movano Inc.'s net loss for the three and six months ended June 30, 2025 and 2024 **Net Loss (in thousands):** | Period | 2025 | 2024 | Change ($) | Change (%) | | :--------------------------- | :------- | :------- | :--------- | :--------- | | Three Months Ended June 30 | $(3,225) | $(6,190) | $2,965 | 48% | | Six Months Ended June 30 | $(8,403) | $(11,910) | $3,507 | 29% | - Net loss decreased by **$3.5 million (29%)** for the six months ended June 30, 2025, to **$8.4 million**, compared to $11.9 million in the prior year[156](index=156&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses Movano Inc.'s cash position, funding needs, and ability to continue as a going concern - As of June 30, 2025, the Company had **$2.1 million in cash and cash equivalents**, which is not expected to fund operations beyond 2025, raising substantial doubt about its ability to continue as a going concern[157](index=157&type=chunk)[161](index=161&type=chunk) - The Company obtained a **$1.5 million bridge loan** on August 6, 2025, to support its pursuit of strategic alternatives[157](index=157&type=chunk)[121](index=121&type=chunk) - The At-the-Market (ATM) program, which provided **$1.6 million in net proceeds** during the first six months of 2025, expired as of June 30, 2025[158](index=158&type=chunk) - Future cash needs are expected to be financed through equity offerings, debt financings, or collaborations, with no assurance of availability on acceptable terms[160](index=160&type=chunk) [Item 3. Quantitative and Qualitative Disclosure About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) As a smaller reporting company, Movano Inc. is not required to provide quantitative and qualitative disclosures about market risk - Movano Inc. is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company[171](index=171&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that Movano Inc.'s disclosure controls and procedures were not effective as of June 30, 2025, due to previously identified material weaknesses in internal controls over financial reporting. These weaknesses include an ineffective control environment, insufficient personnel, inadequate IT general controls, and ineffective process-level controls - Movano Inc.'s disclosure controls and procedures were deemed **ineffective** as of June 30, 2025, due to material weaknesses in internal controls over financial reporting[173](index=173&type=chunk) - Identified material weaknesses include an ineffective control environment (insufficient personnel, inadequate risk assessment, control activities, and monitoring), ineffective IT general controls (change management, access controls, segregation of duties), and ineffective process-level controls affecting financial statement balances[174](index=174&type=chunk) - No changes in internal control over financial reporting occurred during the six months ended June 30, 2025, that materially affected or are reasonably likely to materially affect these controls[176](index=176&type=chunk) [PART II – OTHER INFORMATION](index=35&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, and other required disclosures [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) Movano Inc. is not currently involved in any legal proceedings that are expected to have a material adverse effect on its business or financial condition - The Company is not currently a party to any pending legal proceedings that are believed to have a material adverse effect on its business or financial condition[178](index=178&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors previously disclosed in the 2024 Form 10-K, emphasizing the substantial doubt about Movano Inc.'s ability to continue as a going concern due to lack of revenue, history of losses, and insufficient liquidity. It also highlights the ongoing risk of delisting from Nasdaq if the company fails to meet continued listing requirements, particularly the minimum bid price and timely filing rules - There is **substantial doubt** about the Company's ability to continue as a going concern due to lack of revenue, history of losses, and insufficient liquidity, with cash and cash equivalents not expected to fund operations beyond 2025[180](index=180&type=chunk) - Failure to raise additional capital could force the Company to curtail technology development, reduce operations, or liquidate assets, with potential significant dilution for existing stockholders if equity is issued[181](index=181&type=chunk)[182](index=182&type=chunk)[183](index=183&type=chunk) - The Company faces a risk of delisting from Nasdaq if it fails to regain compliance with the Minimum Bid Price Requirement by **October 30, 2025**, and the Periodic Filing Rule by **September 30, 2025**[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) [Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities](index=36&type=section&id=Item%202.%20Recent%20Sales%20of%20Unregistered%20Securities;%20Use%20of%20Proceeds%20from%20Registered%20Securities) This item is not applicable to Movano Inc. for the reporting period - This item is marked as 'Not applicable'[189](index=189&type=chunk) [Item 3. Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to Movano Inc. for the reporting period - This item is marked as 'Not applicable'[190](index=190&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Movano Inc. for the reporting period - This item is marked as 'Not applicable'[191](index=191&type=chunk) [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information) During the first quarter of 2025, none of Movano Inc.'s directors or executive officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or executive officers during the first quarter of 2025[192](index=192&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including organizational documents, specimen certificates, warrant forms, certifications, and XBRL-related documents - The exhibits include various corporate documents such as the Certificate of Incorporation, Bylaws, specimen common stock certificates, and forms of warrants[193](index=193&type=chunk) - Certifications by the Chief Executive Officer and Chief Financial Officer pursuant to the Sarbanes-Oxley Act of 2002 are filed herewith[193](index=193&type=chunk) - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase Documents, and Cover Page Interactive Data File) are included[193](index=193&type=chunk) [SIGNATURES](index=38&type=section&id=SIGNATURES) The report is duly signed on behalf of Movano Inc. by its Chief Executive Officer, John Mastrototaro, and Chief Financial Officer, J. Cogan, on September 24, 2025 - The report was signed by John Mastrototaro, Chief Executive Officer, and J. Cogan, Chief Financial Officer, on September 24, 2025[198](index=198&type=chunk)