Movano Inc.

Our Certificate of Incorporation currently authorizes the Company to issue up to a total of 500,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and up to 5,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (the “Preferred Stock”), in one or more series, and expressly authorizes the Board, subject to limitations prescribed by law, to establish and fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations and restrictions of the shares of such series. If our stockholders approve Proposal 3 at the Annual Meeting, the Certificate of Incorporation will be amended to authorize the Company to issue up to a total of 2,000,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock.

At the Company’s 2024 annual meeting of the Stockholders held on July 9, 2024, the stockholders of the Company approved a proposal to amend the Company’s certificate of incorporation to effect a reverse stock split of issued Common Stock at a ratio between 1-for-2 and 1-for-30, with the ultimate ratio to be determined by the Board in its sole discretion (the “2024 Reverse Stock Split”). On October 9, 2024, the Board approved the 2024 Reverse Stock Split at a ratio of 1-for-15. The Company filed an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on October 24, 2024, which was effective on October 29, 2024. The 2024 Reverse Stock Split had the intended effect of regaining compliance with the Nasdaq Minimum Bid Price Rule and shares of the Company’s Common Stock opened for trading on a post-split basis on the Nasdaq Capital Market on October 30, 2024 at $4.49.

However, on July 7, 2025, the Company received a written notice from Nasdaq that due to the fact that the Company’s common stock has fallen below $1.00 per share for 30 consecutive trading days and that the Company was delayed in filing its Form 10-Q for the quarter ended March 31, 2025, the Company was no longer in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) and Nasdaq Listing Rule 5250(c)(1), respectively, for continued listing on The Nasdaq Capital Market.

On August 25, 2025, subject to stockholder approval, the Board approved amendments to our Certificate of Incorporation effecting reverse stock splits of our Common Stock at ratios between 1-for-2 and 1-for-15, inclusive, one of which reverse stock split ratios will be chosen, at the discretion of our Board on or prior to the one-year anniversary of the date of the Annual Meeting, and the remainder of which reverse stock split ratios will be abandoned.

The primary goal of this Proposal 2 (the “Reverse Stock Split Proposal”) is to increase the per share market price of our Common Stock to meet the minimum per share bid price requirements for continued listing on The Nasdaq Capital Market. We believe that proposing multiple reverse stock split ratios by the Reverse Stock Split Proposal provides us with the most flexibility to achieve the desired results of the Reverse Stock Split Proposal. The Reverse Stock Split Proposal is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 promulgated under the Exchange Act. The Reverse Stock Split Proposal is not intended to modify the rights of existing stockholders in any material respect.

If the Reverse Stock Split Proposal is approved by our stockholders and an amendment to the Certificate of Incorporation implementing one of the reverse stock split ratios contemplated by the Reverse Stock Split Proposal becomes effective, each share of our issued Common Stock will be converted and reclassified into the relevant fraction of a share of Common Stock. The actual timing for implementation of an amendment to the Certificate of Incorporation effecting a reverse stock split at one of the reverse stock split ratios contemplated by the Reverse Stock Split Proposal and the specific reverse stock split ratio would be determined by the Board based upon its evaluation as to when such action would be most advantageous to the Company and its stockholders, but in no event later than the one-year anniversary of the date of the Annual Meeting. Notwithstanding approval of the Reverse Stock Split Proposal by our stockholders, the Board will have the sole authority to elect whether or not and when to implement an amendment to the Certificate of Incorporation effecting a reverse stock split at one of the reverse stock split ratios contemplated by the Reverse Stock Split Proposal. If the Reverse Stock Split Proposal is approved by our stockholders, the Board will make a determination as to whether implementing an amendment to the Certificate of Incorporation effecting a reverse stock split at one of the reverse stock split ratios contemplated by the Reverse Stock Split Proposal is in the best interests of the Company and our stockholders in light of, among other things, the Company’s ability to increase the trading price of our Common Stock to meet the minimum stock price standards of The Nasdaq Capital Market without implementing such amendment, the per share price of the Common Stock immediately prior to the implementation of such amendment and the expected stability of the per share price of the Common Stock following the implementation of such amendment. If the Board determines that it is in the best interests of the Company and its stockholders to implement an amendment to the Certificate of Incorporation effecting a reverse stock split at one of the reverse stock split ratios contemplated by the Reverse Stock Split Proposal, it will hold a Board meeting to determine the reverse stock split ratio to be effected (and abandon the remaining reverse stock split ratios) and will publicly announce the chosen ratio at least two business days prior to the effectiveness of the reverse stock split. For additional information concerning the factors the Board will consider in deciding whether to implement an amendment to the Certificate of Incorporation effecting a reverse stock split at one of the reverse stock split ratios contemplated by the Reverse Stock Split Proposal, see “-Determination of the Reverse Stock Split Ratio” and “-Board Discretion to Effect the Reverse Stock Split.”

The text of the proposed Certificate of Amendment of Certificate of Incorporation of the Company containing an amendment to the Certificate of Incorporation effecting a reverse stock split at one of the reverse stock split ratios contemplated by the Reverse Stock Split Proposal (with each bracketed fraction constituting a separate Certificate of Amendment of Certificate of Incorporation of the Company) is included as Appendix A to this proxy statement (the “Reverse Stock Split Certificate of Incorporation Amendment”). If the Reverse Stock Split Proposal is approved by the Company’s stockholders, the Company will have the authority to file the Reverse Stock Split Certificate of Incorporation Amendment containing the reverse stock split ratio chosen by the Board with the Secretary of State of the State of Delaware. The Board has determined that the amendments to the Certificate of Incorporation set forth in the Reverse Stock Split Certificate of Incorporation Amendment are advisable and in the best interests of the Company and its stockholders and has submitted the amendments to the Certificate of Incorporation set forth in the Reverse Stock Split Certificate of Amendment for consideration by our stockholders at the Annual Meeting.