Movano Inc 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year EndedDecember 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number:001-40254 MOVANO INC.(Exact name of registrant as specified in its charter) Delaware82-4233771(State of incorporation)(I.R.S. EmployerIdentification No.) 6800 Koll Center Parkway,Pleasanton,CA94566(Address of principal executive office) (Zip code) (415)651-3172(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If anemerging growthcompany, indicate by check mark if the registrant has elected not to use the extended transition periodfor 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 has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):Yes☐No☒ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference tothe price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter. $25,177,318. As of April 7, 2025, there were7,036,953shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. MOVANO INC. TABLE OF CONTENTS PART IItem1.Business1Item1A.Risk Factors11Item1B.Unresolved Staff Comments34Item1C.Cybersecurity34Item2.Properties34Item3.Legal Proceedings34Item4.Mine Safety Disclosures34PART IIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities35Item6.Reserved35Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations36Item7A.Quantitative and Qualitative Disclosures About Market Risk.42Item8.Financial Statements and Supplementary Data.F-1Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.43Item9A.Controls and Procedures.43Item9B.Other Information.44Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections44PART IIIItem10.Directors, Executive Officers and Corporate Governance.45Item11.Executive Compensation48Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.51Item13.Certain Relationships and Related Transactions, and Director Independence53Item14.Principal Accountant Fees and Services55PART IVItem15.Exhibits, Financial Statements and Schedules56Item