UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
FOR THE QUARTERLY PERIOD ENDED
OR
COMMISSION FILE NUMBER:
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer
Identification No.) |
(Address of principal executive office) ( Zip code )
(Registrant’s telephone number, including area 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 | ||
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The
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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.
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).
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 | ☐ |
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☒ | Smaller reporting company |
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| Emerging growth company |
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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
MOVANO INC.
FORM 10-Q
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
INDEX
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Movano Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(Unaudited)
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ |
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$ |
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| Payroll tax credit, current portion |
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| Vendor deposits |
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| Inventory |
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| Prepaid expenses and other current assets |
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| Total current assets |
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| Property and equipment, net |
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| Right-of-use asset |
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| Other assets |
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| Total assets | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ |
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$ |
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| Deferred revenue |
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| Bridge loan (related party) (Note 5) |
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| Other current liabilities |
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| Total current liabilities |
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| Noncurrent liabilities: | ||||||||
| Other noncurrent liabilities |
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| Total noncurrent liabilities |
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| Total liabilities |
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| Commitments and contingencies (Note 11) | ||||||||
| Stockholders’ equity (deficit): | ||||||||
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Preferred stock, $
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Common stock, $
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| Additional paid-in capital |
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| Accumulated deficit |
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| Total stockholders’ equity (deficit) |
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| Total liabilities and stockholders’ equity (deficit) | $ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
1
Movano Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share data)
(Unaudited)
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ |
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$ |
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$ |
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$ |
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| COSTS AND EXPENSES: | ||||||||||||||||
| Cost of revenue |
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| Research and development |
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| Sales, general and administrative |
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| Total costs and expenses |
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| Loss from operations |
(
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(
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(
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(
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| Other income (expense), net: | ||||||||||||||||
| Interest expense (related party) |
(
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(
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| Interest and other income, net |
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| Other income (expense), net |
(
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(
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| Net loss and total comprehensive loss | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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| Net loss per share, basic and diluted | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | ||||
| Weighted average shares used in computing net loss per share, basic and diluted |
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See accompanying notes to condensed consolidated financial statements.
2
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 |
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$ |
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$ |
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$ |
(
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) | $ |
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| Stock-based compensation | — |
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| Common stock issuance costs | — |
(
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(
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| Issuance of common stock warrants | — |
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| Issuance of common stock |
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| Vesting of early exercised stock options | — |
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| Net loss | — |
(
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(
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) | |||||||||||||||
| Balance at September 30, 2024 |
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$ |
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$ |
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$ |
(
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) | $ |
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| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Nine Months Ended September 30, 2024 | Shares | Amount | Capital | Deficit |
Equity
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| Balance at December 31, 2023 |
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$ |
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$ |
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$ |
(
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) | $ |
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| Stock-based compensation | — |
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| Issuance of common stock in April 2024 sale, net of issuance costs |
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| Issuance of pre-funded warrants in April 2024 sale | — |
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| Issuance of common stock warrants in April 2024 sale | — |
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| Issuance of common stock warrants | — |
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| Issuance of common stock |
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| Issuance of common stock upon exercise of options |
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| Vesting of early exercised stock options | — |
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| Net loss | — |
(
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(
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| Balance at September 30, 2024 |
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$ |
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$ |
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$ |
(
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) | $ |
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| Total | ||||||||||||||||||||
| Common Stock |
Additional
Paid-In |
Accumulated |
Stockholders’
Equity |
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| Three Months Ended September 30, 2025 | Shares | Amount | Capital | Deficit | (Deficit) | |||||||||||||||
| Balance at June 30, 2025 |
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$ |
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$ |
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$ |
(
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) | $ |
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| Stock-based compensation | — |
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| Net exercise of pre-funded warrants |
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| Net loss | — |
(
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(
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| Balance at September 30, 2025 |
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$ |
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$ |
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$ |
(
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) | $ |
(
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| Total | ||||||||||||||||||||
| Common Stock |
Additional
Paid-In |
Accumulated |
Stockholders’
Equity |
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| Nine Months Ended September 30, 2025 | Shares | Amount | Capital | Deficit | (Deficit) | |||||||||||||||
| Balance at December 31, 2024 |
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$ |
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$ |
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$ |
(
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) | $ |
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| Stock-based compensation | — |
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| Net exercise of pre-funded warrants |
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— | — | — | ||||||||||||||||
| Issuance of common stock for cash |
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| Net loss | — |
(
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(
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| Balance at September 30, 2025 |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | |||||||||
See accompanying notes to condensed consolidated financial statements.
3
Movano Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
|
Nine Months Ended September 30, |
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| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ |
(
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) | $ |
(
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| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization |
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| Stock-based compensation |
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| Noncash lease expense |
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| Amortization of debt discount (related party) |
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| Interest expense on bridge loan (related party) |
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| Non-cash compensation related to common stock warrants issued to strategic advisory group |
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| Loss on disposal of property and equipment |
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| Changes in operating assets and liabilities: | ||||||||
| Payroll tax credit |
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| Inventory |
(
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(
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| Prepaid expenses, vendor deposits and other current assets |
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| Other assets |
(
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(
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| Accounts payable |
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(
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| Deferred revenue |
(
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(
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| Other current and noncurrent liabilities |
(
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| Net cash used in operating activities |
(
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(
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| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchases of property and equipment |
(
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| Net cash used in investing activities |
(
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| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from bridge loan (related party) |
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| Issuance of common stock, pre-funded warrants and common stock warrants in April 2024 sale, net of issuance costs |
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| Issuance of common stock, net of issuance costs |
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| Issuance of common stock upon exercise of stock options |
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| Net cash provided by financing activities |
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| Net increase/(decrease) in cash and cash equivalents |
(
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) |
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| Cash and cash equivalents at beginning of period |
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| Cash and cash equivalents at end of period | $ |
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$ |
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| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ |
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$ |
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| Cash paid for taxes | $ | $ | ||||||
| NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Vesting of common stock issued upon early exercise | $ | $ |
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| Issuance of common stock warrants in April 2024 sale | $ | $ |
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| Right of use asset recorded for operating lease liability | $ | $ |
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| Original issue discount on bridge loan | $ |
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$ | |||||
| Issuance costs on bridge loan (related party) recorded in accounts payable | $ |
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$ | |||||
| Accrued interest on bridge loan (related party) in other current liabilities | $ |
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$ | |||||
| Amortization of original issue discount on bridge loan (related party) | $ |
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$ | |||||
See accompanying notes to condensed consolidated financial statements.
4
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Unaudited)
Note 1 – 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 (SpO 2 ), 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 $
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 $
5
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 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 $
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.
Note 2 – 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 $
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.
6
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 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 following table is a summary of the significant expenses and consolidated net loss provided to the CODM:
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
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| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | $ |
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$ |
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$ |
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$ |
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| Less: | ||||||||||||||||
| Cost of revenue (1) |
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| Research and development (1) |
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| Sales, general and administrative (1) |
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| Other segment expenses (2) |
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| Consolidated net loss | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | ||||
| (1) |
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| (2) |
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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-Balance Sheet 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.
7
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 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, 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.
8
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 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 accounts receivable as of September 30, 2025 or December 31, 2024, respectively. There were 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 $
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 $
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.
9
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 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 $
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 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.
10
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 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.
Note 3 – 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.
11
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 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 | $ |
|
$ |
|
$ | $ | ||||||||||
| Total cash equivalents | $ |
|
$ |
|
$ | $ | ||||||||||
| December 31, 2024 | ||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Cash equivalents: | ||||||||||||||||
| Money market funds | $ |
|
$ |
|
$ | $ | ||||||||||
| Total cash equivalents | $ |
|
$ |
|
$ | $ | ||||||||||
Note 4 – 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 | $ |
|
$ |
|
||||
| Money market funds |
|
|
||||||
| Total cash and cash equivalents | $ |
|
$ |
|
||||
12
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 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 $
Upon maturity, the Company is required to repay
the $
As of September 30, 2025, the carrying amount
of the bridge loan was $
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.
Note 6 – 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 | $ |
|
$ |
|
||||
| Finished goods |
|
|
||||||
| Total inventory | $ |
|
$ |
|
||||
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 | $ |
|
$ |
|
||||
| Software |
|
|
||||||
| Test equipment |
|
|
||||||
| Total property and equipment |
|
|
||||||
| Less: accumulated depreciation |
(
|
) |
(
|
) | ||||
| Total property and equipment, net | $ |
|
$ |
|
||||
Total depreciation and amortization expense related to property and
equipment for the three and nine months ended September 30, 2025 was approximately $
Note 7 – 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 | $ |
|
$ |
|
||||
| Accrued research and development |
|
|
||||||
| Accrued vacation |
|
|
||||||
| Lease liabilities, current portion |
|
|
||||||
| Accrued interest on bridge loan (related party) |
|
|||||||
| Other |
|
|
||||||
| $ |
|
$ |
|
|||||
13
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Unaudited)
Note 8 – Common Stock
As of September 30, 2025 and December 31, 2024, the Company
was authorized to issue
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 $
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
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 |
|
|||
| Stock options outstanding |
|
|||
| Stock options available for future grants |
|
|||
| Shares subject to restricted stock units |
|
|||
| Total |
|
|||
14
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Unaudited)
Note 9 – Common Stock Warrants
The following is a summary of the Company’s warrant activity for the nine months ended September 30, 2025:
| Warrant Issuance | Issuance |
Exercise
Price |
Outstanding,
December 31, 2024 |
Granted | Exercised |
Canceled/
Expired |
Variable Settlement Provision Adjustment |
Outstanding,
September 30, 2025 |
Expiration | |||||||||||||||||||||||
| Preferred A Placement Warrants |
|
$ |
|
|
(
|
) | ||||||||||||||||||||||||||
| Preferred B Placement Warrants |
|
$ |
|
|
(
|
) | ||||||||||||||||||||||||||
| Convertible Notes Placement Warrants |
|
$ |
|
|
(
|
) | ||||||||||||||||||||||||||
| Underwriter Warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| January 2023 warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| February 2023 warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| August 2023 warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| April 2024 Pre-Funded warrants |
|
$ |
|
|
(
|
) |
|
|||||||||||||||||||||||||
| April 2024 warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| August 2024 warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
|
|
(
|
) |
(
|
) |
|
|||||||||||||||||||||||||||
The following is a summary of the Company’s warrant activity for the nine months ended September 30, 2024:
| Warrant Issuance | Issuance |
Exercise
Price |
Outstanding,
December 31, 2023 |
Granted | Exercised |
Canceled/
Expired |
Variable Settlement Provision Adjustment |
Outstanding,
September 30, 2024 |
Expiration | |||||||||||||||||||||||
| Preferred A Placement Warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| Preferred B Placement Warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| Convertible Notes Placement Warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| Underwriter Warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| January 2023 warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| February 2023 warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| August 2023 warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| April 2024 Pre-Funded warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| April 2024 warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
| August 2024 warrants |
|
$ |
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||||||
15
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Unaudited)
Note 10 – Stock-based Compensation
2019 Equity Incentive Plan
As of September 30, 2025, the Company had
2021 Employment Inducement Plan
As of September 30, 2025, the Company had
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
Options |
Weighted
Average Exercise Price |
Weighted
Average Remaining Life |
Intrinsic
Value |
|||||||||||
| Outstanding at December 31, 2024 |
|
$ |
|
|
$ |
|
||||||||
| Granted |
|
$ |
|
|||||||||||
| Exercised | $ | |||||||||||||
| Cancelled |
(
|
) | $ |
|
||||||||||
| Outstanding at September 30, 2025 |
|
$ |
|
|
$ | |||||||||
| Exercisable as of September 30, 2025 |
|
$ |
|
|
$ | |||||||||
| Vested and expected to vest as of September 30, 2025 |
|
$ |
|
|
$ | |||||||||
The weighted-average grant date fair value of options granted during
the nine months ended September 30, 2025 and 2024, was $
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
September 30, |
||||||||
| 2025 | 2024 | |||||||
| Dividend yield | % | % | ||||||
| Expected volatility |
|
% |
|
% | ||||
| Risk-free interest rate |
|
% |
|
% | ||||
| Expected life |
|
|
||||||
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.
16
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 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
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cost of revenue | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Research and development |
|
|
|
|
||||||||||||
| Sales, general and administrative |
|
|
|
|
||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
As of September 30, 2025, unamortized compensation expense related
to unvested stock options was approximately $
Restricted Stock Units
During the nine months ended September 30,
2025, the Company granted
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”):
|
Number of
RSUs |
Weighted Average
Grant Date Fair Value |
|||||||
| Balance, March 31, 2025 | ||||||||
| Granted |
|
$ |
|
|||||
| Vested |
|
$ |
|
|||||
| Vested and converted to shares | ||||||||
| Forfeited or cancelled | ||||||||
| Balance, June 30, 2025 |
|
$ |
|
|||||
| Granted |
|
$ |
|
|||||
| Vested |
|
$ |
|
|||||
| Vested and converted to shares | ||||||||
| Forfeited or cancelled | ||||||||
| Balance, September 30, 2025 |
|
$ |
|
|||||
17
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 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
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cost of revenue | $ | $ | $ | $ | ||||||||||||
| Research and development |
|
|
||||||||||||||
| Sales, general and administrative |
|
|
||||||||||||||
| $ |
|
$ | $ |
|
$ | |||||||||||
Note 11 – 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 | $ |
|
$ |
|
||||
| Operating lease liabilities - Short-term | $ |
|
$ |
|
||||
| Operating lease liabilities - Long-term | $ |
|
$ |
|
||||
| Finance lease liabilities - Short-term | $ |
|
$ |
|
||||
| Finance lease liabilities - Long-term | $ |
|
$ |
|
||||
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
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Lease Cost: | ||||||||||||||||
| Operating lease cost | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Other Information: | ||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities for the year ended | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Weighted average remaining lease term - operating leases (in years) |
|
|
|
|
||||||||||||
| Average discount rate - operating leases |
|
% |
|
% |
|
% |
|
% | ||||||||
| Weighted average remaining lease term - financing leases (in years) |
|
|
|
|
||||||||||||
| Average discount rate - financing leases |
|
% |
|
% |
|
% |
|
% | ||||||||
18
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 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 | $ |
|
||
| 2026 |
|
|||
| 2027 |
|
|||
| Total lease payments |
|
|||
| Less: Interest |
(
|
) | ||
| Total lease liabilities | $ |
|
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 $
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 $
19
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Unaudited)
Note 12 – 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
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Denominator: | ||||||||||||||||
| Weighted average shares used in computing net loss per share, basic and diluted |
|
|
|
|
||||||||||||
| Net loss per share, basic and diluted | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
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
September 30, |
||||||||
| 2025 | 2024 | |||||||
| Shares subject to options to purchase common stock |
|
|
||||||
| Shares subject to restricted stock units |
|
|||||||
| Shares subject to warrants to purchase common stock |
|
|
||||||
| Total |
|
|
||||||
Note 13 – 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.
20
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 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 $
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 $
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 $
21
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 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) $
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 $
Cancellation of RSUs and Grant of Options
On October 1, 2025, the Company granted
On November 5, 2025, the Company
cancelled all
22
Item 2. Management’s Discussion and Analysis of 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; |
23
| ● | 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.
24
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 (“SpO 2 ”), 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 SpO 2 , 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.
25
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, Summary of 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.
26
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
September 30, |
Change |
Nine Months Ended
September 30, |
Change | |||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||
| (in thousands, except share and per share data) | (in thousands, except share and per share data) | |||||||||||||||||||||||||||||||
| Revenue | $ | 80 | $ | 50 | $ | 30 | 60 | % | $ | 389 | $ | 902 | $ | (513 | ) | -57 | % | |||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||||||||||||||||||
| Cost of revenue | 280 | 845 | (565 | ) | -67 | % | 1,284 | 2,440 | (1,156 | ) | -47 | % | ||||||||||||||||||||
| Research and development | 1,166 | 3,404 | (2,238 | ) | -66 | % | 4,950 | 9,198 | (4,248 | ) | -46 | % | ||||||||||||||||||||
| Sales, general and administrative | 1,225 | 3,180 | (1,955 | ) | -61 | % | 5,244 | 8,794 | (3,550 | ) | -40 | % | ||||||||||||||||||||
| Total operating expenses | 2,671 | 7,429 | (4,758 | ) | -64 | % | 11,478 | 20,432 | (8,954 | ) | -44 | % | ||||||||||||||||||||
| Loss from operations | (2,591 | ) | (7,379 | ) | 4,788 | 65 | % | (11,089 | ) | (19,530 | ) | 8,441 | 43 | % | ||||||||||||||||||
| Other income (expense), net: | ||||||||||||||||||||||||||||||||
| Interest expense (related party) | (1,503 | ) | — | (1,503 | ) | -100 | % | (1,503 | ) | — | (1,503 | ) | -100 | % | ||||||||||||||||||
| Interest and other income, net | 65 | 178 | (113 | ) | -63 | % | 160 | 419 | (259 | ) | -62 | % | ||||||||||||||||||||
| Other income (expense), net | (1,438 | ) | 178 | (1,616 | ) | -908 | % | (1,343 | ) | 419 | (1,762 | ) | -421 | % | ||||||||||||||||||
| Net loss | $ | (4,029 | ) | $ | (7,201 | ) | $ | 3,172 | 44 | % | $ | (12,432 | ) | $ | (19,111 | ) | $ | 6,679 | 35 | % | ||||||||||||
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.
27
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.
28
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.
29
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
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
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.
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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 of Controls
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 Financial Reporting
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.
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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 going concern if we do not successfully raise additional capital on favorable terms, or at all, or if we fail to generate sufficient revenue from 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 listing requirements 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.
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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 contemplated by 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.
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Because the lack of a public market for Corvex’s capital stock makes it difficult to evaluate the fair market value of Corvex’s capital stock, the value of our common 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 reduced ownership and voting interest in, and will exercise less influence over the management of, the combined company following the completion of 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 negatively impact 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.
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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 ’ s ability 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 or delay 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 Securities and 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
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Item 6. Exhibits
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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) | ||
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