Movano(MOVE) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION 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 This section presents Movano Inc.'s unaudited condensed consolidated financial statements, highlighting significant losses and going concern doubt Condensed Consolidated Balance Sheets 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 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) 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][13] Condensed Consolidated Statements of Cash Flows 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][163][164][165] - 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][167][168] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting Movano Inc.'s condensed consolidated financial statements NOTE 1 – BUSINESS ORGANIZATION, NATURE OF OPERATIONS 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][19][132] - 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][23] - 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] NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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][29] - The Company operates as a single operating and reportable segment, with revenue from Evie Ring sales generated solely in the United States[31] - 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][53][54] - 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][72] NOTE 3 – FAIR VALUE MEASUREMENTS 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] NOTE 4 – CASH AND CASH EQUIVALENTS 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] NOTE 5 – BALANCE SHEET COMPONENTS 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] - Property and equipment, net, decreased by $0.06 million (26.3%) due to accumulated depreciation[80] NOTE 6 – OTHER CURRENT LIABILITIES 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] NOTE 7 – COMMON STOCK 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] - 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] 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 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] NOTE 9 – STOCK-BASED COMPENSATION 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] NOTE 10 – COMMITMENTS AND CONTINGENCIES 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][111] - 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] NOTE 11 – NET LOSS PER SHARE 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] 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 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] - 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] - 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] - 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][23] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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][129][130] - 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] - 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] - The Board of Directors initiated a process to explore strategic alternatives to maximize shareholder value, engaging financial and legal advisors[133] Forward-Looking Statements 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][125] - 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][127] 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][129] - 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] - 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] - 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] Financial Operations Overview 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][135] 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 $2.1 million in cash and cash equivalents[136] Critical Accounting Policies and Estimates This section discusses management's judgments and assumptions in preparing Movano Inc.'s financial statements - The preparation of financial statements requires management to make estimates and assumptions affecting reported asset/liability amounts and revenue/expenses[138] - There have been no material changes in critical accounting policies and estimates during the three and six months ended June 30, 2025, compared to the 2024 Form 10-K[139] Recently Issued and Adopted Accounting Pronouncements This section refers to Note 2 for details on new accounting pronouncements and their expected impact - Information on recently adopted and issued accounting pronouncements is disclosed in Note 2 of the condensed consolidated financial statements[140][141] Results of Operations This section analyzes Movano Inc.'s financial performance, including revenue, expenses, and net loss, for the reporting periods Revenue This section details Movano Inc.'s revenue performance for the three and six months ended June 30, 2025 and 2024 Revenue (in thousands): | Period | 2025 | 2024 | Change ($) | 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 $0.6 million (64%) due to reduced marketing efforts and lower sales volume[145][146] Cost of revenue This section analyzes Movano Inc.'s cost of revenue for the three and six months ended June 30, 2025 and 2024 Cost of Revenue (in thousands): | Period | 2025 | 2024 | Change ($) | 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 $0.6 million (37%) primarily due to lower revenue, comprising direct costs, labor, stock-based compensation, and order processing/shipping[148] Research and Development This section examines Movano Inc.'s research and development expenses for the three and six months ended June 30, 2025 and 2024 Research and Development Expenses (in thousands): | Period | 2025 | 2024 | Change ($) | 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 $2.0 million (35%) for the six months ended June 30, 2025, mainly due to lower research and laboratory expenses and other professional fees[150] Sales, General and Administrative This section reviews Movano Inc.'s sales, general, and administrative expenses for the three and six months ended June 30, 2025 and 2024 Sales, General and Administrative Expenses (in thousands): | Period | 2025 | 2024 | Change ($) | 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 $1.6 million (28%) for the six months ended June 30, 2025, primarily due to lower headcount and decreased marketing costs, partially offset by increased stock compensation[152] Loss from Operations This section analyzes Movano Inc.'s loss from operations for the three and six months ended June 30, 2025 and 2024 Loss from Operations (in thousands): | Period | 2025 | 2024 | Change ($) | 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 $3.7 million (30%) for the six months ended June 30, 2025, reflecting reduced operating expenses[154] Other Income (Expense), Net This section details Movano Inc.'s other income and expenses, net, for the three and six months ended June 30, 2025 and 2024 Other Income (Expense), Net (in thousands): | Period | 2025 | 2024 | Change ($) | 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 $0.15 million (61%) for the six months ended June 30, 2025[155] Net Loss This section presents Movano Inc.'s net loss for the three and six months ended June 30, 2025 and 2024 Net Loss (in thousands): | Period | 2025 | 2024 | Change ($) | 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] Liquidity and Capital Resources 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][161] - The Company obtained a $1.5 million bridge loan on August 6, 2025, to support its pursuit of strategic alternatives[157][121] - 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] - Future cash needs are expected to be financed through equity offerings, debt financings, or collaborations, with no assurance of availability on acceptable terms[160] Item 3. Quantitative and Qualitative Disclosure About Market Risk 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] Item 4. Controls and Procedures 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] - 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] - 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] PART II – OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, and other required disclosures Item 1. Legal Proceedings 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] Item 1A. Risk Factors 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] - 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][182][183] - 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][187][188] Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities This item is not applicable to Movano Inc. for the reporting period - This item is marked as 'Not applicable'[189] Item 3. Defaults Upon Senior Securities This item is not applicable to Movano Inc. for the reporting period - This item is marked as 'Not applicable'[190] Item 4. Mine Safety Disclosures This item is not applicable to Movano Inc. for the reporting period - This item is marked as 'Not applicable'[191] Item 5. Other Information 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] Item 6. Exhibits 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] - Certifications by the Chief Executive Officer and Chief Financial Officer pursuant to the Sarbanes-Oxley Act of 2002 are filed herewith[193] - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase Documents, and Cover Page Interactive Data File) are included[193] 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]