UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Amendment No. 2 to Movano Inc. Amended and Restated 2019 Omnibus Incentive Plan
On July 9, 2024, the stockholders of Movano Inc. (the “Company”) approved Amendment No. 2 (“Amendment No. 2”) to the Company’s Amended and Restated 2019 Omnibus Incentive Plan (the “2019 Plan”). A description of the terms and conditions of the 2019 Plan, as amended by Amendment No. 2, is set forth in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders of the Company (the “2024 Annual Meeting”) as filed with the Securities and Exchange Commission on May 28, 2024 (the “2024 Proxy Statement”) under the heading “Proposal 4 – Approval of Amendment No. 2 to Amended and Restated 2019 Omnibus Incentive Plan”, which such description is incorporated by reference herein. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 2, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 9, 2024, the Company filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation increasing the number of authorized shares of common stock from 150,000,000 to 500,000,000 shares, as further described in the 2024 Proxy Statement and as approved at the 2024 Annual Meeting, with the Secretary of State of the State of Delaware. The Certificate of Amendment became effective on upon filing with the Secretary of State.
The foregoing description of the Certificate Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 9, 2024, the Company held its 2024 Annual Meeting. The certified results of each of the matters voted upon at the 2024 Annual Meeting, which are more fully described in the 2024 Proxy Statement, follow.
The Company’s stockholders elected the nominee to the Company’s Board of Directors to serve for a three-year term as a Class III director, with the votes cast as follows:
| Director Name | For | Withheld | Broker Non-Votes | |||||||||
| Brian Cullinan | 28,986,938 | 3,111,761 | 16,306,537 |
The Company’s stockholders approved the Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 500,000,000 shares, with votes cast as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 22,159,295 | 9,469,483 | 469,921 | 16,306,537 |
The Company’s stockholders approved the Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company’s Board of Directors (the “Board”) on or prior to the one-year anniversary of the date of the 2024 Annual Meeting, a reverse stock split of the Company’s common stock at a stock split ratio between 1-for-2 and 1-for-30, with the ultimate ratio to be determined by the Board in its sole discretion, the implementation and timing of which shall be subject to the discretion of the Board, with votes cast as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 24,474,488 | 7,139,164 | 485,047 | 16,306,537 |
The Company’s stockholders approved Amendment No. 2 to the 2019 Plan, with votes cast as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 23,707,077 | 7,914,081 | 477,541 | 16,306,537 |
The Company’s stockholders ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for 2024, with votes cast as follows:
| For | Against | Abstain | ||||||
| 46,972,166 | 653,382 | 779,688 |
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Item 9.01 Financial Statements and Exhibits.
Exhibits
The following exhibits are filed herewith:
| Exhibit No. | Exhibit Description | |
| 3.1 | Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company | |
| 10.1 | Amendment No. 2 to Movano Inc. Amended and Restated 2019 Omnibus Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOVANO INC. | ||
| Date: July 10, 2024 | By: | /s/ J Cogan |
| J Cogan | ||
| Chief Financial Officer | ||
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