Movano Inc.

Effects of a Reverse Stock Split on Issued Shares.

If a reverse stock split at one of the reverse stock split ratios set forth in the Reverse Stock Split Certificate of Incorporation Amendment is effected, it will reduce the total number of issued shares of Common Stock by the relevant reverse stock split ratio. Accordingly, each of our stockholders will own fewer shares of Common Stock as a result of a reverse stock split. However, a reverse stock split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except to the extent that a reverse stock split would result in an adjustment to a stockholder’s ownership of Common Stock due to the treatment of fractional shares in a reverse stock split. Therefore, voting rights and other rights, powers and preferences of the holders of Common Stock will not be affected by a reverse stock split (other than as a result of the treatment of fractional shares). Shares of Common Stock will remain fully paid and nonassessable, and the par value per share of Common Stock will remain $0.0001.

As of the record date, the Company had 8,301,204 shares of Common Stock outstanding. For purposes of illustration, if a reverse stock split is effected at a ratio of 1-for-2, 1-for-8 or 1-for-15, the number of issued shares of Common Stock immediately after such reverse stock split would be approximately 4,150,602 shares, 1,037,650 shares and 553,413 shares, respectively.

We are currently authorized to issue a maximum of 500,000,000 shares of our Common Stock (2,000,000,000 shares if our stockholders approve Proposal 3 at the Annual Meeting). As of the record date, there were 8,301,204 shares of our Common Stock issued and outstanding. Although the number of authorized shares of our Common Stock will not change as a result of a reverse stock split, the number of issued shares of our Common Stock will be reduced in proportion to the relevant reverse stock split ratio.

Following the effectiveness of a reverse stock split, the Board will have the authority, subject to applicable securities laws, to issue all authorized and unissued shares of Common Stock without further stockholder approval, upon such terms and conditions as the Board deems appropriate. We do not currently have any plans, proposals or understandings to issue the additional treasury shares that would be available if the Reverse Stock Split Proposal is approved and an amendment to the Certificate of Incorporation effecting a reverse stock split at one of the reverse stock split ratios set forth in the Reverse Stock Split Certificate of Incorporation Amendment is implemented.

Effects of a Reverse Stock Split on Outstanding Warrants

If a reverse stock split is effected, the number of shares of Common Stock issuable upon the exercise of outstanding warrants to purchase shares of Common Stock (the “Warrants”) will be adjusted proportionally and reduced by the determined ratio, and the exercise price for the outstanding Warrants will correspondingly increase.

Effects of a Reverse Stock Split on Outstanding Equity Awards and Plans.

If the reverse stock split is effected, the terms of equity awards granted under the Company’s 2019 Omnibus Incentive Plan (the “Omnibus Plan”), including (i) the number of shares and type of Common Stock (or the securities or property) which thereafter may be made the subject of awards; (ii) the number of shares and type of Common Stock (or other securities or property) subject to outstanding awards; (iii) the number of shares and type of Common Stock (or other securities or property) specified as the annual per-participant limitation under the Omnibus Plan; (iv) the option price of each outstanding stock option; (v) the amount, if any, paid for forfeited shares in accordance with the terms of the Omnibus Plan; and (vi) the number of or exercise price of shares then subject to outstanding SARs previously granted and unexercised under the Omnibus Plan, will be proportionally adjusted to the end that the same proportion of our issued and outstanding shares of Common

Stock in each instance shall remain subject to exercise at the same aggregate exercise price; subject to adjustments for any fractional shares as described herein and provided, however, that the number of shares of Common Stock (or other securities or property) subject to any award shall always be a whole number. In addition, the total number of shares of Common Stock that may be the subject of future grants under the Omnibus Plan, as well as any plan limits on the size of such grants (e.g., the Omnibus Plan’s limit on the number of stock options or stock appreciation rights that may be granted to our executive officers in any calendar year) will be adjusted and proportionately decreased as a result of the effectuation of a reverse stock split.

Effects of a Reverse Stock Split on Voting Rights.

Proportionate voting rights and other rights of the holders of Common Stock would not be affected by a reverse stock split (other than as a result of the treatment of fractional shares). For example, a holder of 1% of the voting power of the outstanding shares of Common Stock immediately prior to the effective time of a reverse stock split would continue to hold 1% of the voting power of the outstanding shares of Common Stock immediately after the effective time of such reverse stock split.

Effects of a Reverse Stock Split on Regulatory Matters.

The Company is subject to the periodic reporting and other requirements of the Exchange Act. A reverse stock split will not affect the Company’s obligation to publicly file financial and other information with the SEC.

Effects of a Reverse Stock Split on Authorized Share Capital.

The total number of shares of capital stock that we are authorized to issue will not be affected by a reverse stock split.