Movano Inc美股招股说明书(2026-02-19版)

545,456 Shares of Common Stock This prospectus relates to the potential offer and resale, from time to time by the selling stockholders named in this prospectus(the “Selling Stockholders”), of up to 545,456 shares of common stock, par value $0.0001 (the “Common Stock”) of Movano Inc.(“we”, “us”, “our”, the “Company” or “Movano”), issuable to the Selling Stockholders upon the conversion of the Company’s SeriesA Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock” and such shares of Common Stock issuable upon theconversion of the Series A Preferred Stock, the “Shares”), issued to the Selling Stockholders by the Company pursuant to subscriptionagreements, dated November 6, 2025, by and between the Company and the Selling Stockholders (the “Subscription Agreements”).We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares of ourCommon Stock by the Selling Stockholders. The Series A Preferred Stock will automatically convert into shares of Common Stock upon the closing of the Merger (as definedbelow), unless earlier converted or redeemed in accordance with the terms of the Certificate of Designations related to the Series APreferred Stock filed with the Secretary of State of the State of Delaware on November 6, 2025 (the “Certificate of Designations”).The number of shares of Common Stock to which a Selling Stockholder shall be entitled to receive upon conversion shall be equal tothe Original Series A Issue Price (as defined in the Certificate of Designations) of the Series A Preferred Stock being converted plusaccrued and unpaid dividends divided by $5.50 (with any fractional shares being rounded up to the nearest whole share). The terms ofthe Series A Preferred Stock include a beneficial ownership limitation pursuant to which the Company is not permitted to effect anyconversion of Series A Preferred Stock held by a holder to the extent that after giving effect to such issuance the holder and itsaffiliates would beneficially own in excess of 19.99% of the outstanding shares of Common Stock, unless stockholder approval hasbeen obtained prior thereto as required under the rules and regulations of Nasdaq. This prospectus provides you with a general description of the Series A Preferred Stock and the Shares and the general manner inwhich the Selling Stockholdersmay offer or sell the Shares. More specific terms of any securities that the Selling Stockholdersmayoffer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of thesecurities being offered and the terms of the offering. The prospectus supplement may also add, update or change informationcontained in this prospectus. The Selling Stockholdersmay offer, sell or distribute all or a portion of the Shares hereby registered publicly or through privatetransactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with theregistration of the Shares, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of anysales of the Shares are within the sole discretion of the Selling Stockholders. The Selling Stockholders will bear all commissions anddiscounts, if any, attributable to the sale of Shares. See “Plan of Distribution.” You should read this prospectus and any prospectus supplement or amendment, together with additional information described underthe headings “Information Incorporated by Reference” and “Where You Can Find More Information,” carefully before you invest inour securities. On November 6, 2025, we entered into an Agreement and Plan of Merger by and among the Company, Thor Merger Sub Inc., aDelaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and Corvex, Inc., a Delaware corporation(“Corvex”) (the “Merger Agreement”). The Merger Agreement provides that the Merger Sub will merge with and into Corvex (the“Merger”), with Corvex continuing as a wholly-owned subsidiary of the Company following the Merger. We effected a one-for-ten reverse stock split on October 10, 2025, pursuant to which every ten shares of our issued andoutstanding Common Stock were converted into one share of Common Stock. The reverse stock split had no impact on the parvalue of our Common Stock or the authorized number of shares of our Common Stock. Unless otherwise indicated, all shareand per share information in this prospectus has been adjusted to reflect the reverse stock split. Our Common Stock is currently listed on the Nasdaq Capital Market under the symbol “MOVE”. On February 10, 2026, the lastreported sale price of our Common Stock was $13.52. On October 1, 2025, we received a written notice fromNasdaq Stock Market (“Nasdaq”) indicating that we are not incompliance with Nasdaq Listing Rule5550(b)(1), which requires companies listed on the Nasdaq Capital Market to maintain aminimum of $2.5