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What changed in Movano Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Movano Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+925 added−389 removedSource: 10-K (2026-03-31) vs 10-K (2025-04-09)

Top changes in Movano Inc.'s 2025 10-K

925 paragraphs added · 389 removed · 131 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur end goal is to bring a Class II FDA-cleared device to the market, which may include additional form factors, and that includes CGM and cuffless blood pressure monitoring capabilities.
Biggest changeThe Company built the integrated sensor from the ground up with multiple antennas and a variety of frequencies to achieve an unprecedented level of precision in health monitoring. The Company’s end goal is to bring a Class II FDA-cleared wearable device to the market that includes CGM and cuffless blood pressure monitoring capabilities.
FDA Approval or Clearance of Medical Devices In the U.S., medical devices are subject to varying degrees of regulatory control and are classified in one of three classes depending on the extent of controls FDA determines are necessary to reasonably ensure their safety and efficacy: ● Class I: general controls, such as labeling, establishment registration, device listing, and, for some devices, adherence to quality system regulations; ● Class II: the general controls plus certain special controls, FDA clearance via a premarket notification, or 510(k) submission, specific controls such as performance standards, patient registries and post-market surveillance and additional controls such as labeling and adherence to quality system regulations; and ● Class III: general and special controls and approval of a premarket approval (“PMA”) application. 6 To request marketing authorization by means of a 510(k) clearance, we must submit a notification demonstrating that the proposed device is substantially equivalent to another legally marketed medical device, a “predicate device,” has the same intended use, and is as safe and effective as the predicate device and does not raise different questions of safety and effectiveness than a legally marketed device. 510(k) submissions generally include, among other things, a description of the device and its manufacturing, device labeling, medical devices to which the device is substantially equivalent, safety and biocompatibility information and the results of performance testing.
FDA Approval or Clearance of Medical Devices In the U.S., medical devices are subject to varying degrees of regulatory control and are classified in one of three classes depending on the extent of controls FDA determines are necessary to reasonably ensure their safety and efficacy: ● Class I: general controls, such as labeling, establishment registration, device listing, and, for some devices, adherence to quality system regulations; ● Class II: the general controls plus certain special controls, FDA clearance via a premarket notification, or 510(k) submission, specific controls such as performance standards, patient registries and post-market surveillance and additional controls such as labeling and adherence to quality system regulations; and ● Class III: general and special controls and approval of a premarket approval (“PMA”) application. 8 To request marketing authorization by means of a 510(k) clearance, we must submit a notification demonstrating that the proposed device is substantially equivalent to another legally marketed medical device, a “predicate device,” has the same intended use, and is as safe and effective as the predicate device and does not raise different questions of safety and effectiveness than a legally marketed device. 510(k) submissions generally include, among other things, a description of the device and its manufacturing, device labeling, medical devices to which the device is substantially equivalent, safety and biocompatibility information and the results of performance testing.
Securities and Exchange Commission (the “SEC”). Our Internet website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K. 10
Securities and Exchange Commission (the “SEC”). Our Internet website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K. 11
Product approvals may be withdrawn if compliance with regulatory requirements is not maintained or if problems concerning safety or efficacy of the product occur following the approval. 8 Federal Communication Commission (“FCC”) Regulations Our RF-based technology involves the transmission of RF energy, and as such, will be subject to regulation by the FCC, including the FCC’s equipment authorization regulations and its regulations governing human exposure to RF energy.
Product approvals may be withdrawn if compliance with regulatory requirements is not maintained or if problems concerning safety or efficacy of the product occur following the approval. 10 Federal Communication Commission (“FCC”) Regulations Our RF-based technology involves the transmission of RF energy, and as such, will be subject to regulation by the FCC, including the FCC’s equipment authorization regulations and its regulations governing human exposure to RF energy.
The typical duration to receive PMA approval is approximately two years from the date of submission of the initial PMA application, although there is no guarantee that the timing will not be longer. 7 Clinical Trials of Medical Devices One or more clinical trials are generally required to support a PMA application and are sometimes necessary to support a 510(k) submission.
The typical duration to receive PMA approval is approximately two years from the date of submission of the initial PMA application, although there is no guarantee that the timing will not be longer. 9 Clinical Trials of Medical Devices One or more clinical trials are generally required to support a PMA application and are sometimes necessary to support a 510(k) submission.
Before and after approval or clearance in the U.S., these subsequent iterations of our planned solution will be subject to extensive regulation by FDA under the Federal Food, Drug and Cosmetic Act (the “FD&C Act”) and/or the Public Health Service Act, as well as by other regulatory bodies.
Before and after approval or clearance in the U.S., any subsequent iterations of our planned solution will be subject to extensive regulation by FDA under the Federal Food, Drug and Cosmetic Act (the “FD&C Act”) and/or the Public Health Service Act, as well as by other regulatory bodies.
The clearance enables us to pursue health solutions needed for applications such as clinical trials, post-clinical trial management, and remote patient spot check monitoring for both healthcare providers and payors.
The clearance enables the Company to pursue health solutions needed for applications such as clinical trials, post-clinical trial management, and remote patient spot check monitoring for both healthcare providers and payors.
There were no material capital expenditures for environmental control facilities in the year ended December 31, 2024, and there are no material expenditures planned for such purposes for the year ended December 31, 2025.
There were no material capital expenditures for environmental control facilities in the year ended December 31, 2025, and there are no material expenditures planned for such purposes for the year ended December 31, 2026.
The device provides women with continuous health data distilled down to simple, yet meaningful, insights to help them make manageable lifestyle changes and take a more proactive approach that could mitigate the risks of chronic disease. Separately, in November 2024, we received FDA 510(k) clearance for the pulse oximetry feature in our EvieMED Ring, making it a medical device.
The device provides women with continuous health data distilled down to simple, yet meaningful, insights to help them make manageable lifestyle changes and take a more proactive approach that could mitigate the risks of chronic disease. Separately, in November 2024, the Company received FDA 510(k) clearance for the pulse oximetry feature in its Medical Ring, making it a medical device.
The Evie Ring combines health and wellness metrics to give a full picture of one’s health, which includes resting heart rate, heart rate variability (“HRV”), blood oxygen saturation (“SpO 2 ”), respiration rate, skin temperature variability, period and ovulation tracking, menstrual symptom tracking, activity profile, including steps, active minutes and calories burned, sleep stages and duration, and mood tracking.
The Wellness Ring combines health and wellness metrics to give a full picture of one’s health, which include resting heart rate, heart rate variability, blood oxygen saturation, respiration rate, skin temperature variability, period and ovulation tracking, menstrual symptom tracking, activity profile, including steps, active minutes and calories burned, sleep stages and duration, and mood tracking.
As of December 31, 2024, we own, jointly own, or have exclusive rights to 32 issued and in-force patents (that cover one or more of our products or product candidates for method, system and device development) that expire at various times between November 12, 2039 and December 18, 2040.
In connection with our healthcare business, as of December 31, 2025, we own, jointly own, or have exclusive rights to 30 issued and in-force patents (that cover one or more of our products or product candidates for method, system and device development) that expire at various times between November 12, 2039 and December 18, 2040.
Regulation FDA Regulation While the first iteration of the Evie Ring is a general wellness device and therefore does not require FDA premarket clearance, EvieMED is a medical device and required FDA clearance and over time we plan to execute accuracy studies to gain additional FDA clearances on vital signs monitoring capabilities including respiration rate.
Healthcare Regulations FDA Regulation While the first iteration of the Wellness Ring is a general wellness device and therefore does not require FDA premarket clearance, the Medical Ring is a medical device and required FDA clearance and over time we believe the execution of additional accuracy studies could lead to additional FDA clearances on vital signs monitoring capabilities including respiration rate.
This unique competitive advantage is not only a key pillar in building brand trust and loyalty but will also redefine the expectations of wearable devices. In addition to the Evie Ring and EvieMED Ring, we are developing the smallest ever patented and proprietary System-on-a-Chip (“SoC”) designed specifically for blood pressure or continuous glucose monitoring (“CGM”) systems.
This unique competitive advantage is not only a key pillar in building brand trust and loyalty but will also redefine the expectations of wearable devices. In addition to the Wellness Ring and Medical Ring, the Company is developing one of the smallest ever patented and proprietary System-on-a-Chip (“SoC”) designed specifically for blood pressure or CGM systems.
We believe EvieMED is one of the first patient wearables with FDA clearance on the entire system, both hardware and software, differing from our competition which sometimes gets FDA clearance on an individual algorithm under “Software as a Medical Device” guidance.
The Company believes the Medical Ring is one of the first patient wearables with FDA clearance on the entire system, both hardware and software, differing from its competition that sometimes gets FDA clearance on an individual algorithm under “Software as a Medical Device” guidance.
The FDA clearance of these metrics, including pulse rate and SpO 2 , will be sold via prescription under the brand name EvieMED, which will help ensure clinical-level confidence in EvieMED’s monitoring capabilities and make the device attractive to clinicians and to facilities engaged in clinical trials for at-home and/or long-term patient monitoring.
The FDA clearance of these metrics, including pulse rate and blood oxygen saturation, will be sold via prescription, and will help to ensure clinical-level confidence in the Medical Ring’s monitoring capabilities and make the device attractive to clinicians and to facilities engaged in clinical trials for at-home and/or long-term patient monitoring.
Furthermore, as of December 31, 2024, we own, jointly own, or have exclusive rights to 5 pending U.S. patent applications, one pending foreign patent applications, and one pending Patent Cooperation Treaty (“PCT”) International patent application.
Furthermore, as of December 31, 2025, we own, jointly own, or have exclusive rights to two pending U.S. patent applications, and one pending foreign patent application.
We also expect, based on the device’s frequency and power of operation, that the product will comply with the FCC’s requirements governing human exposure to RF energy.
We also expect, based on the device’s frequency and power of operation, that the product will comply with the FCC’s requirements governing human exposure to RF energy. The regulatory environment in which we operate is dynamic and subject to frequent changes.
All of these laws may impact our business and may change periodically, which could adversely affect our business operations. Environmental The cost of compliance with federal, state, and local provisions related to the protection of the environment has had no material effect on our business.
Environmental Regulations The cost of compliance with federal, state, and local provisions related to the protection of the environment has had no material effect on our business.
Our Planned Solution Our initial commercial product is the Evie Ring, which is a wearable designed specifically for women that was launched in November 2023. We launched the Evie Ring as a general wellness device.
Our commercial product was the wellness ring (formerly referred to as the Evie Ring) (the “Wellness Ring”), a wearable designed specifically for women that was launched in November 2023. We launched the Wellness Ring as a general wellness device without any FDA premarket clearances. All revenues from the sale of the Wellness Ring were generated in the United States.
Available Information We were incorporated in the State of Delaware in January 2018 under the name Maestro Sensors Inc. On August 3, 2018, we changed our name to Movano Inc. Our principal executive offices are located at 6800 Koll Center Pkwy., Pleasanton, CA 94566, and our telephone number is (415) 651-3172. Our Internet website address is www.movanohealth.com.
On August 3, 2018, we changed our name to Movano Inc. and on March 23, 2026 we changed our name to Corvex, Inc. following the Merger. Our principal executive offices are located at 3401 North Fairfax Drive, Suite 3230, Arlington, VA 22226, and our telephone number is (866) GET-GPUS ((866) 438-4787). Our Internet website address is www.corvex.ai.
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Item 1. Business Overview Movano Inc., dba Movano Health, a Delaware corporation, is developing a platform to deliver purpose-driven healthcare solutions to bring medical-grade, high-quality data to the forefront of consumer health devices. Our initial commercial product is the Evie Ring, a wearable designed specifically for women that was launched in November 2023.
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Item 1. Business Overview On March 19, 2026, we consummated and completed the Merger pursuant to the Merger Agreement, as further described below. Following the closing of the Merger, the Company will conduct its operations through two primary business divisions.
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We launched the Evie Ring as a general wellness device without any FDA premarket clearances.
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Our AI cloud computing business specializes in GPU-accelerated infrastructure for AI workloads and our healthcare business consists of our wellness ring (formerly referred to as the Evie Ring) (the “Wellness Ring”), a wearable designed specifically for women that was launched in November 2023. The descriptions of the two business divisions, their corresponding products, and business models are detailed below.
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We built the integrated sensor from the ground up with multiple antennas and a variety of frequencies to achieve an unprecedented level of precision in health monitoring. We are currently conducting clinical studies with the SoC and developing algorithms that, if successful, will enable us to develop wearables that can measure glucose non-invasively and blood pressure without a cuff.
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Merger On March 19, 2026, Corvex, Inc. (formerly known as Movano Inc.), acquired Corvex Legacy Holdings, Inc.
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Our end goal is to bring a Class II FDA-cleared device to the market that includes CGM and cuffless blood pressure monitoring capabilities. Over time, our technology could also enable the measurement and potentially continuous monitoring of other health data.
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(formerly known as Corvex, Inc.) (“Corvex OpCo”), in accordance with the terms of the Amended and Restated Agreement and Plan of Merger, dated March 19, 2026 (the “Merger Agreement”), by and among Corvex, Thor Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Corvex OpCo.
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Problem The scale of the chronic disease health crisis is enormous, and we believe the need to address it is immediate. The United States spent nearly 18% of its GDP on healthcare in 2023, according to the Centers for Medicare and Medicaid Services (“CMS”).
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Pursuant to the Merger Agreement, Merger Sub merged with and into Corvex OpCo, pursuant to which Corvex OpCo was the surviving corporation and became a wholly owned subsidiary of the Company (the “Merger”). The Merger Agreement amended and restated in its entirety the prior merger agreement between the parties which was entered into and announced on November 6, 2025.
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More than half of American adults live with at least one major chronic disease and more than 40% have two or more chronic conditions. Approximately 90% of American health expenditures are related to managing and treating chronic diseases and mental health conditions, according to the Centers for Disease Control and Prevention (“CDC”).
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Under the terms of the Merger Agreement, at the closing of the Merger (the “Closing”), the Company issued to the prior securityholders of Corvex OpCo (i) 240.562 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), which such shares of Series B Preferred Stock, on an as-converted basis, represented no more than 19.9% of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock” or the “common stock”) immediately prior to the Closing, (ii) 23,551.5195 shares of Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) and (iii) 30,227.0524 shares of Series D Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”).
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Coronavirus disease (“COVID-19”) disproportionately affected the wellbeing of those with chronic conditions and the pandemic created a heightened awareness about the importance of health and the high risk of complications.
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Each share of Series B Preferred Stock will automatically convert into 1,000 shares of Common Stock on March 31, 2026, which is one day following the March 30, 2026 record date of the stock dividend payable to holders of the Company’s Common Stock and Series A Preferred Stock pursuant to the Merger Agreement.
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People have become more sensitive to the fact that managing health is not just about being physically fit but may also be a predictor of future quality of life and even lifespan. There is a need for optimized, accurate monitoring and maintenance of high-risk populations, such as those living with, or at heightened risk of, chronic conditions.
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Subject to and contingent upon the affirmative vote of a majority of the shares of common stock present or represented and entitled to vote at a meeting of stockholders of Company to approve, for purposes of the Nasdaq Listing Rules, the issuance of shares of Common Stock to the stockholders of Corvex upon conversion, (1) each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock and (2) each share of Series D Preferred Stock will be convertible into 1,000 shares of Common Stock. 1 AI Cloud Computing Business Our engineering-led, AI computing platform specializes in GPU-accelerated infrastructure for AI workloads.
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Wearable medical technology today, including CGMs and blood pressure monitors, make it easier for those affected by chronic diseases, but many devices are still invasive, inconvenient and/or expensive. 1 Diabetes Diabetes is a chronic, life-threatening disease for which there is no known cure.
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Our mission is to become the trusted infrastructure partner for AI model training and inference. Our platform allows organizations to leverage the advantage of AI by providing secure, scalable, and cost-efficient computational resources. Our infrastructure leverages advanced GPU-accelerated compute clusters, high-throughput storage systems and layered architecture to provide enhanced security, consistent performance and efficiency at scale.
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The disease is caused by the body’s inability to produce or effectively utilize the hormone insulin, which prevents the body from adequately regulating blood glucose levels. If glucose levels are not managed properly, it can lead to serious health conditions and complications, including heart disease, limb amputations, loss of kidney function, blindness, seizures, coma and even death.
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We provide a range of capabilities, including: ● AI Factories and GPU Clusters. Our integrated computing and data-center platform is designed to deliver artificial intelligence workloads at scale by combining high-performance AI accelerators, networking, power, cooling, and systems software to support reliable and cost-efficient production AI training and inference.
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According to the 2021 International Diabetes Federation Atlas, an estimated 537 million people worldwide had diabetes as of the date of the report.
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Deployments may be delivered using managed Kubernetes or as bare metal, and operated on-premise or in multi-tenant or single-tenant configurations that are compliant with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and SOC 2 Type II (“SOC 2”). ● Confidential Computing.
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The number of people with diabetes (“PWDs”) worldwide is estimated to grow to 783 million by 2045, driven primarily by growth in type 2 diabetes and due to various reasons, including a change in dietary trends, an aging population and increased prevalence of the disease in younger people.
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Confidential computing is designed to protect customers’ valuable intellectual property and enhance compliance with data security mandates.
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To maintain blood glucose levels within the normal range, many PWDs seek to actively monitor their blood glucose levels. The traditional method of self-monitoring of blood glucose requires lancing the fingertips, commonly referred to as finger sticks, multiple times per day to obtain a blood drop to be applied to a test strip inside a blood glucose meter.
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Our patent-pending Corvex Secure Model Weights product enables AI model builders and security-conscious enterprises to safely deploy inference workloads on third-party GPU infrastructure without exposing their model weights via the integration of Trusted Execution Environments, post-quantum key exchange, and remote attestation. ● Token Factory.
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This method of monitoring glucose levels is inconvenient and can be painful. Additionally, because each measurement represents a single blood glucose value at a single point in time, it provides limited information regarding trends in blood glucose levels over the course of the day, month, or year.
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Currently in development, Token Factory is expected to provide access to premium open-source AI models through simplified API integration and a performance-optimized inference engine operating on automatically scaling infrastructure.
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In contrast, CGMs are generally less painful and typically involve the insertion of a microneedle sensor into the body to measure glucose levels in the interstitial fluid throughout the day and night, providing real-time data that shows trends in glucose measurements.
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The platform is designed to improve performance and reduce per-token inference costs relative to certain alternatives by leveraging a proprietary inference engine and custom orchestration logic intended to maximize compute resource utilization when serving multiple models concurrently. We intend for Token Factory to achieve SOC 2 Type II certification and to support HIPAA-compliant deployments.
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As a result, CGMs improve glycemic control and quality of life, particularly in individuals with type 1 diabetes treated with continuous subcutaneous insulin infusion or multiple daily insulin injection therapy and help support avoidance of hypoglycemia. However, most of today’s CGMs are still invasive, inconvenient, and expensive. Many require an implant that must be replaced after 10-14 days.
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Our capabilities are designed to capture the accelerating demand for AI infrastructure driven by global digital transformation, the proliferation of AI applications and the increasing complexity of enterprise workloads. Modern AI models require far more compute, faster networking and more power than what general-purpose cloud infrastructures can support.
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This process can be uncomfortable, increases susceptibility to infections, and is expensive to manage. As a result, the vast majority of PWDs do not use CGMs. Moreover, the broader health-conscious population, including individuals with prediabetes, lacks the ability to easily monitor blood glucose levels, which can serve as a proxy for metabolic health and risk for chronic diseases.
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Such demand is accelerating the shift toward purpose-built AI infrastructure designed for high-density GPUs, fast interconnects and predictable performance at scale.
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Notwithstanding the above, demand for CGMs, in general, continues to increase, with approximately nine million worldwide users as of June 2023, according to Mary Ann Liebert, Inc. and industry sales estimated at more than $6.3 billion in 2023, according to ResearchandMarkets.com.
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Our platform provides purpose-built solutions optimized for AI workloads focused on creating competitive differentiation around performance, cost efficiency and flexibility as well as security and reliability. 2 Our technology stack combines high-density GPU Clusters, fast networking, and software to deliver reliable model training and inference at up to AI Factory scale, without customers having to build or operate the underlying infrastructure.
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Hypertension Blood pressure is the pressure on the walls of arteries caused by the heart pumping blood through the circulatory system. When the force against blood vessel walls becomes too high, the heart works harder, which can cause damage to blood vessels, ultimately leading to a condition called hypertension, or high blood pressure.
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The system is organized in layers that handle hardware, orchestration, and certain security functions to enable more predictable performance, security and operational control at scale. The infrastructure services layer provides the core hardware and facility environment needed to operate high-density computing clusters.
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According to the American Heart Association, high blood pressure affects nearly one third of the adult population worldwide. Called “the silent killer,” many people are not aware that they have high blood pressure until it is too late because there are typically no symptoms. However, hypertension can lead to life-threatening conditions like heart attacks, strokes, kidney damage, amongst other problems.
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A core component of our infrastructure is our GPU-accelerated compute clusters, which are optimized for both training and inference of AI models. These clusters leverage the latest generation of GPUs, including NVIDIA’s B200 GPU, and are often interconnected through high-bandwidth, low-latency networking to ensure optimal performance for distributed workloads.
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While there is no cure, using prescription medications, making dietary changes, increasing activity levels and maintaining awareness of blood pressure can significantly reduce the risks associated with hypertension. 2 Because hypertension usually has no symptoms, the only way to detect hypertension is through a blood pressure test.
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High-bandwidth networking is engineered to move data quickly between nodes, which keeps distributed training efficient. In addition to compute services, we provide high-throughput storage solutions positioned close to compute in order to reduce delays during data loading, checkpointing and model serving.
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The test traditionally requires placement of a cuff with a pressure gauge around the upper arm that is inflated to squeeze the blood vessels. When the cuff is fully inflated, no blood flow occurs through the artery.
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These capabilities are important for organizations engaged in training large language models, conducting real-time analytics or processing high-resolution imaging data. Further, our current tier III-designed facility provides redundant power, cooling, and other forms of resiliency to support reliable AI workloads.
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As the cuff is deflated below the systolic pressure, the reducing pressure exerted on the artery allows blood to flow through it and sets up a detectable vibration in the arterial wall.
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The managed software services layer handles how jobs work on the hardware and gives customers flexibility in how they use the platform. Our technology platform supports bare metal and managed Kubernetes, allowing clients to manage complex workloads with flexibility and efficiency. Security and compliance are integral to our operations.
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When the cuff pressure falls below the patient’s diastolic pressure, blood flows smoothly through the artery in the usual pulses, without any vibration being set up in the wall. In recent years, blood pressure monitoring devices have become available for personal, in-home use, so people can gain an understanding of their blood pressure in between their regular doctor visits.
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We adhere to rigorous compliance standards, including SOC 2 and HIPAA, and employs advanced encryption protocols for data in transit and at rest. Optional confidential computing protects information as it is being processed. We also conduct regular penetration testing and vulnerability assessments to identify and remediate potential risks.
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While there are medical device and consumer electronic companies selling blood pressure monitors today, they still have limitations and tend to be cumbersome. Some provide blood pressure estimates, rather than exact readings. Often times, blood pressure cuffs require a very specific fit based on arm size and can be very sensitive to placement on the arm, movement and body position.
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The platform services and operations layer is designed to keep the overall environment stable, secure, and integrated with customer systems. As part of every product and service offering, we provide ongoing hands-on support, including provisioning, monitoring and maintenance of infrastructure to help customers maximize the value of their reservations.
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If not used properly, errors in measuring blood pressure can occur. Most blood pressure cuffs are not continuous, which require the user to remember to take readings at the same general time of day to avoid inconsistencies when looking at trends over time.
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These services include strategic consulting to align infrastructure investments with business objectives, migration support to ensure a smooth transition from legacy environments, and workload optimization to enhance performance and cost efficiency.
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Notwithstanding the above, demand for blood pressure monitoring devices, in general, continues to increase, with industry sales estimated at approximately $5.0 billion in 2024, according to Grand View Research.
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Our team of experts works closely with customers to design tailored solutions that address specific technical and operational challenges, leveraging deep domain expertise in AI infrastructure to deliver measurable outcomes.
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If we can develop a device that can successfully integrate blood pressure measurements continuously and non-invasively, the device could potentially help individuals understand in real-time how food intake, sleep, activity levels, stress and more can directly impact their blood pressure and their heart health.
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Our infrastructure roadmap includes ongoing investments in next-generation GPUs, high-speed interconnects and advanced orchestration capabilities to support emerging workloads and maintain a competitive edge in the rapidly evolving AI ecosystem. 3 Strategic Partnerships We have entered into several strategic partnerships to strengthen our ability to deliver secure, high-performance AI infrastructure at scale.
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With the ability to get actionable feedback, people should be able to be more engaged in making better decisions for their health.
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These partnerships allow us to expand our reach, accelerate deployment timelines and provide customers with integrated solutions that combine hardware, software and professional services.
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Solution As the healthcare market transitions from a practice of treating the sick to a consumer-driven market focused on preventative care and longevity, consumers’ appetite for digital health offerings is increasing and there is a significant and growing interest in digital health technology that allows users to address their unique needs and life circumstances.
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Our partnership with NVIDIA, as an NVIDIA Certified Cloud Partner, and other leading manufacturers and software vendors allow us to expand our reach, accelerate deployment timelines and provide customers with integrated solutions that combine hardware, software and professional services.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe provisions in our Certificate of Incorporation and bylaws: ● authorize our board of directors to issue preferred stock without stockholder approval and to designate the rights, preferences and privileges of each class; if issued, such preferred stock would increase the number of outstanding shares of our common stock and could include terms that may deter an acquisition of us; ● classifies our board of directors into three classes, with members of each class serving staggered three-year terms; ● limit who may call stockholder meetings; ● do not provide for cumulative voting rights; ● provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; ● provide that stockholders must comply with advance notice procedures with respect to stockholder proposals and the nomination of candidates for director; ● provide that stockholders may only amend our Certificate of Incorporation and Bylaws upon a supermajority vote of stockholders; and ● provide that the Court of Chancery of the State of Delaware will be the exclusive forum for certain legal claims.
Biggest changeAmong other things, our amended and restated certificate of incorporation and amended and restated bylaws will include provisions that: ● provide that our board of directors is classified into three classes of directors with staggered three-year terms; ● permit our board of directors to establish the number of directors and fill any vacancies and newly created directorships; 70 ● require supermajority voting to amend some provisions in our amended and restated certificate of incorporation and amended and restated bylaws; ● authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; ● provide that only the majority of our board of directors, the chair of the board of directors or each of the Chief Executive Officers may call a special meeting of stockholders; ● eliminate the ability of stockholders to call special meetings of stockholders; ● do not provide for cumulative voting; ● because our board is classified, provide that directors may only be removed by the board of directors, with or without cause; ● prohibit stockholder action by written consent, requiring all stockholder actions to be taken at a duly called meeting of stockholders; ● provide that our board of directors is expressly authorized to adopt, amend or repeal the bylaws, and that stockholder amendments to the bylaws require a supermajority vote; ● establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings; and ● designate exclusive forums for certain stockholder litigation.
The regulations that will affect how we operate include: ● the federal healthcare program Anti-Kickback Statute, which prohibits, among other things, any person from knowingly and willfully offering, soliciting, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs, such as the Medicare and Medicaid programs; 26 ● the federal False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented, false claims, or knowingly using false statements, to obtain payment from the federal government; ● federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters; ● the federal Physician Payment Sunshine Act, created under the Affordable Care Act, and its implementing regulations, which require manufacturers of drugs, medical devices, biologicals and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program to report annually to the U.S.
The regulations that will affect how we operate include: ● the federal healthcare program Anti-Kickback Statute, which prohibits, among other things, any person from knowingly and willfully offering, soliciting, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs, such as the Medicare and Medicaid programs; ● the federal False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented, false claims, or knowingly using false statements, to obtain payment from the federal government; ● federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters; ● the federal Physician Payment Sunshine Act, created under the Affordable Care Act, and its implementing regulations, which require manufacturers of drugs, medical devices, biologicals and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program to report annually to the U.S.
With respect to our Evie Ring and other planned solutions, we face or will face direct and indirect competition from a number of competitors who have developed or are developing products for general wellness and continuous or periodic monitoring of glucose and blood pressure levels, and we anticipate that other companies will develop additional competitive products in the future.
With respect to our Wellness Ring and other planned solutions, we face or will face direct and indirect competition from a number of competitors who have developed or are developing products for general wellness and continuous or periodic monitoring of glucose and blood pressure levels, and we anticipate that other companies will develop additional competitive products in the future.
Any or all of these factors could adversely affect our cash position requiring us to raise additional capital, which may be on unfavorable terms and result in substantial dilution. Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
Any or all of these factors could adversely affect our cash position requiring us to raise additional capital, which may be on unfavorable terms and result in substantial dilution. 67 Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
In order to market and distribute EvieMED Ring or other medical devices, we will need to modify certain of our internal business operations to ensure they comply with medical device requirements and to enable distribution of the product in accordance with the limitations of use described in our marketing authorizations.
In order to market and distribute Medical Ring or other medical devices, we will need to modify certain of our internal business operations to ensure they comply with medical device requirements and to enable distribution of the product in accordance with the limitations of use described in our marketing authorizations.
The loss of a strategic partner, or a failure to perform by a strategic partner, could have a disruptive effect on our business and could adversely affect our results of operations. Our business and operations are subject to risks related to climate change. The effects of global climate change present risks to our business.
The loss of a strategic partner, or a failure to perform by a strategic partner, could have a disruptive effect on our business and could adversely affect our results of operations. 62 Our business and operations are subject to risks related to climate change. The effects of global climate change present risks to our business.
We have identified three material weaknesses in our internal control over financial reporting at December 31, 2024: (1) ineffective control environment, including an insufficient number of personnel with an appropriate level of knowledge and experience to create the proper environment for effective internal control over financial reporting, and did not maintain the other components of the COSO framework, including appropriate risk assessment, control activities, information and communication, and monitoring activities components, relating to (i) sufficiency of processes related to identifying and analyzing risks to the achievement of objectives, including technology, across the entity, (ii) developing general control activities over technology to support the achievement of objectives across the entity, (iii) sufficiency of selecting and developing control activities that contribute to the mitigation of risks to the achievement of objectives to acceptable levels and (iv) sufficiency of monitoring activities to ascertain whether the components of internal control are present and functioning; (2) effective information technology (IT) general controls for certain information systems supporting its key financial reporting processes.
We have identified three material weaknesses in our internal control over financial reporting at December 31, 2025: (1) ineffective control environment, including an insufficient number of personnel with an appropriate level of knowledge and experience to create the proper environment for effective internal control over financial reporting, and did not maintain the other components of the COSO framework, including appropriate risk assessment, control activities, information and communication, and monitoring activities components, relating to (i) sufficiency of processes related to identifying and analyzing risks to the achievement of objectives, including technology, across the entity, (ii) developing general control activities over technology to support the achievement of objectives across the entity, (iii) sufficiency of selecting and developing control activities that contribute to the mitigation of risks to the achievement of objectives to acceptable levels and (iv) sufficiency of monitoring activities to ascertain whether the components of internal control are present and functioning; (2) effective information technology (IT) general controls for certain information systems supporting our key financial reporting processes.
In November 2024, we received 510(k) clearance from the FDA for the pulse oximetry feature in our EvieMED Ring, making it a medical device. The EvieMED Ring clearance was the first medical device marketing authorization we have received.
In November 2024, we received 510(k) clearance from the FDA for the pulse oximetry feature in our Medical Ring, making it a medical device. The Medical Ring clearance was the first medical device marketing authorization we have received.
We cannot predict the impact on our business of any legislation or regulations related to our technology or future products that may be enacted or adopted in the future. 24 If any OEMs contracted to manufacture our products fail to comply with FDA’s Quality System Regulations or other regulatory bodies’ equivalent regulations, manufacturing operations could be delayed or shut down and the development of our products could suffer.
We cannot predict the impact on our business of any legislation or regulations related to our technology or future products that may be enacted or adopted in the future. 54 If any OEMs contracted to manufacture our products fail to comply with FDA’s Quality System Regulations or other regulatory bodies’ equivalent regulations, manufacturing operations could be delayed or shut down and the development of our products could suffer.
Further, even though we have received FDA clearance for EvieMED Ring, we will still need to demonstrate the business and clinical rationale and justifications of this product in order for healthcare institutions and providers to be convinced of the need to prescribe it, and we may not be successful in these efforts.
Further, even though we have received FDA clearance for the Medical Ring, we will still need to demonstrate the business and clinical rationale and justifications of this product in order for healthcare institutions and providers to be convinced of the need to prescribe it, and we may not be successful in these efforts.
If any third party fails to successfully design, manufacture, market or distribute any of our products, our business will be materially harmed. We depend and expect to continue to depend on strategic partners such as third-party OEMs, VARs and other distributors to complete the design, manufacture, market and distribute the Evie Ring, EvieMED Ring and other future products.
If any third party fails to successfully design, manufacture, market or distribute any of our products, our business will be materially harmed. We depend and expect to continue to depend on strategic partners such as third-party OEMs, VARs and other distributors to complete the design, manufacture, market and distribute the Wellness Ring, Medical Ring and other future products.
On November 14, 2023, we were notified by Nasdaq that because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer meets the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).
On November 14, 2023, we were notified by Nasdaq that because the closing bid price for our common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, we were no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).
For example, for our EvieMED Ring product, the 510(k) clearance limits distribution of this product to prescription use-only.
For example, for our Medical Ring product, the 510(k) clearance limits distribution of this product to prescription use-only.
We have largely focused our efforts and resources towards research and development activities relating to our development of the Evie Ring, EvieMED Ring and the SoC, the commercial launch of the Evie Ring and the FDA 510(k) clearance for the pulse oximeter feature of the EvieMED Ring.
We have largely focused our efforts and resources towards research and development activities relating to our development of the Wellness Ring, Medical Ring and the SoC, the commercial launch of the Wellness Ring and the FDA 510(k) clearance for the pulse oximeter feature of the Medical Ring.
Though we are currently exploring a number of new distribution channels, including working with durable medical equipment distributors, healthcare institutions, and other healthcare payor and provider channels, we may not be successful in identifying, or implementing with our current resources, an appropriate distribution channel.
Though we have explored a number of new distribution channels, including working with durable medical equipment distributors, healthcare institutions, and other healthcare payor and provider channels, we may not be successful in identifying, or implementing with our current resources, an appropriate distribution channel.
On May 15, 2024, since the Company did not regain compliance by May 13, 2024, the Company requested, and was granted, an additional 180 calendar days to regain compliance with Bid Price Requirement expiring November 11, 2024. On October 29, 2024, the Company completed a 1-for-15 reverse stock split of its issued and outstanding common stock.
On May 15, 2024, since we did not regain compliance by May 13, 2024, we requested, and were granted, an additional 180 calendar days to regain compliance with the Bid Price Requirement expiring November 11, 2024. On October 29, 2024, we completed a 1-for-15 reverse stock split of our issued and outstanding common stock.
All decisions with respect to the management of the Company will be made by our board of directors and our officers, who beneficially own approximately 13.1% of our common stock, as calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
All decisions with respect to the management of the Company will be made by our board of directors and our officers, who beneficially own approximately 19.4% of our common stock as of March 19, 2026, as calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
We are subject to risks associated with our utilization of consultants. To improve productivity and accelerate our development efforts while we build out our own engineering team, we use experienced consultants to assist in selected business functions, including the development of our integrated circuits. We take steps to monitor and regulate the performance of these independent third parties.
To improve productivity and accelerate our development efforts while we build out our own engineering team, we use experienced consultants to assist in selected business functions, including the development of our integrated circuits. We take steps to monitor and regulate the performance of these independent third parties.
Our business exposes us to potential liability risks that are inherent in the manufacturing, marketing and sale of products used by consumers. We may be held liable if our product under development or other future products cause injury or death or are found otherwise unsuitable during usage.
Our healthcare business exposes us to potential liability risks that are inherent in the manufacturing, marketing and sale of products used by consumers. We may be held liable if our products cause injury or death or are found otherwise unsuitable during usage.
In the direct-to-consumer model we utilize to distribute the Evie Ring, consumers purchase our products directly from us or one of our retailers, and we will not be able to utilize this model to distribute the EvieMED Ring in accordance with its prescription-required marketing authorization.
In the direct-to-consumer model we have utilized to distribute the Wellness Ring, consumers purchase our products directly from us or one of our retailers, and we will not be able to utilize this model to distribute the Medical Ring in accordance with its prescription-required marketing authorization.
In addition, new products developed by others could emerge as competitors to our proposed product development candidates. If our technology under development or our future products are not competitive based on these or other factors, our business would be harmed, and our financial condition and operations will suffer.
In addition, new products developed by others could emerge as competitors to our proposed product development candidates. If our technology under development or our future products are not competitive based on these or other factors, our business would be harmed, and our financial condition and operations will suffer. We are subject to risks associated with our utilization of consultants.
Technology product development is a highly speculative undertaking, involves a substantial degree of risk and is a capital-intensive business. 13 As of December 31, 2024, we had an accumulated deficit of approximately $148.1 million.
Technology product development is a highly speculative undertaking, involves a substantial degree of risk and is a capital-intensive business. As of December 31, 2025, we had an accumulated deficit of approximately $166.4 million.
While we commercialized our first iteration of the Evie Ring without FDA clearance, our EvieMED Ring is, and we expect our other future products will be subject to current and future regulation by the FDA and may be subject to regulation by other federal, state and local agencies.
While we commercialized our first iteration of the Wellness Ring without FDA clearance, our Medical Ring is subject to current and future regulation by the FDA and may be subject to regulation by other federal, state and local agencies.
We are subject to the periodic reporting requirements of the Exchange Act, and are required to maintain disclosure controls and procedures that are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. 28 As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in those internal controls.
We are subject to the periodic reporting requirements of the Exchange Act, and are required to maintain disclosure controls and procedures that are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.
In addition, these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.
In the future, it may be more expensive or more difficult for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain and maintain the same or similar coverage.
For as long as we are an “emerging growth company,” as defined in the JOBS Act, or a non-accelerated filer, as defined in Rule 12b-2 under the Exchange Act, our auditors will not be required to attest as to our internal control over financial reporting.
In addition, our common stock may not be able to remain listed on Nasdaq or any other securities exchange. 68 For as long as we are an “emerging growth company,” as defined in the JOBS Act, or a non-accelerated filer, as defined in Rule 12b-2 under the Exchange Act, our auditors will not be required to attest as to our internal control over financial reporting.
Any perception that we may not regain compliance for future noncompliance or a delisting of our common stock by Nasdaq could adversely affect our ability to attract new investors, decrease the liquidity of the outstanding shares of our common stock, reduce the price at which such shares trade and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholders. 30 Our Certificate of Incorporation designates specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
Any perception that the we may not regain compliance for future noncompliance or a delisting of the our common stock by Nasdaq could adversely affect the our ability to attract new investors, decrease the liquidity of the outstanding shares of our common stock, reduce the price at which such shares trade and increase the transaction costs inherent in trading such shares with overall negative effects for the our stockholders.
If one or more of these analysts ceases research coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our common stock or trading volume to decline. 32 Our charter documents and Delaware law may inhibit a takeover that stockholders consider favorable.
If one or more of these analysts ceases research coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our common stock or trading volume to decline.
Whether clinical data is provided or not, FDA may decide to reject the substantial equivalence argument we present. If that happens, our device would be automatically designated as a Class III device, and we would have to fulfill the more rigorous PMA requirements or request a “de novo” reclassification of the device into Class I or II.
If that happens, our device would be automatically designated as a Class III device, and we would have to fulfill the more rigorous PMA requirements or request a “de novo” reclassification of the device into Class I or II.
Such internal controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in those internal controls. Such internal controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The continuing efforts of the government, insurance companies, managed care organizations and other payers of healthcare services to contain or reduce costs of healthcare may harm our ability to set a price that we believe is fair for our products, our ability to generate revenues and achieve or maintain profitability and the availability of capital.
The continuing efforts of the government, insurance companies, managed care organizations and other payers of healthcare services to contain or reduce costs of healthcare may harm our ability to set a price that we believe is fair for our products, our ability to generate revenues and achieve or maintain profitability and the availability of capital. 55 If we fail to comply with healthcare regulations with respect to our current or future Movano products, we could face substantial penalties and our business, operations and financial condition could be adversely affected.
If a court were to find the choice of forum provisions contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, financial condition, and prospects. We could be subject to securities class action litigation.
Thus, although at this time we do not anticipate that we will be required to do so, it is possible that one or more of our planned products or product features may require PMA approval de novo reclassification.
Thus, although at this time we do not anticipate that we will be required to do so, it is possible that one or more of our product features may require PMA approval de novo reclassification. 53 We may not be able to obtain the necessary clearances or approvals or may be unduly delayed in doing so, which could harm our business.
Computer hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees, customers, or others to disclose information or unwittingly provide access to systems or data.
Cyber-attacks are becoming more sophisticated and frequent, and in some cases have caused significant harm. Computer hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees, customers, or others to disclose information or unwittingly provide access to systems or data.
There can be no assurance that we will ever generate substantial revenues or achieve profitability. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.
There can be no assurance that we will ever generate substantial revenues or achieve profitability. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. 44 We face competition from other technology companies and our operating results will suffer if we fail to compete effectively.
Our Certificate of Incorporation further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
Our amended and restated certificate of incorporation provides that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (“Federal Forum Provision”).
As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of our Certificate of Incorporation and approval of significant corporate transactions.
In addition, Peter Appel beneficially owns approximately 9.9%, as calculated in accordance with Rule 13d-3 promulgated under the Exchange Act. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of our Certificate of Incorporation and approval of significant corporate transactions.
Governmental regulations specific to medical devices are wide-ranging and govern, among other things: ● product design, development and manufacture; ● laboratory, pre-clinical and clinical testing, labeling, packaging, storage and distribution; ● premarketing clearance or approval; ● record keeping; ● product marketing, promotion and advertising, sales and distribution; and ● post-marketing surveillance, including reporting of deaths, serious injuries and certain malfunctions, as well as corrections and removals (recalls). 23 Before a new medical device or a new intended use for an existing product can be marketed in the United States, a company must first submit and receive either 510(k) clearance or PMA from FDA, unless an exemption applies.
Governmental regulations specific to medical devices are wide-ranging and govern, among other things: ● product design, development and manufacture; ● laboratory, pre-clinical and clinical testing, labeling, packaging, storage and distribution; ● premarketing clearance or approval; ● record keeping; ● product marketing, promotion and advertising, sales and distribution; and ● post-marketing surveillance, including reporting of deaths, serious injuries and certain malfunctions, as well as corrections and removals (recalls).
There is also the risk that we will be unable to cost effectively develop and produce a solution using RF technology that complies with these FCC requirements. Our current or future products may be subject to product recalls that could harm our reputation.
There is also the risk that we will be unable to cost effectively develop and produce a solution using RF technology that complies with these FCC requirements. Healthcare reform measures could hinder or prevent the commercial success of our healthcare business.
Our information technology computer systems, as well as those of our contractors and consultants, are vulnerable to damage from computer viruses, unauthorized access, natural disasters (including fires and earthquakes), terrorism, war and telecommunication and electrical failures. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our development programs.
Our business and operations would suffer in the event of information technology system failures, including cyber-attacks. Our information technology computer systems, as well as those of our contractors and consultants, are vulnerable to damage from computer viruses, unauthorized access, natural disasters (including fires and earthquakes), terrorism, war and telecommunication and electrical failures.
Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects. 21 We could become subject to product liability claims, product recalls and warranty claims that could be expensive, divert management’s attention and harm our business.
Enforcement actions and sanctions could harm our business, operating results, financial condition, and prospects. We could become subject to product liability claims, product recalls and warranty claims that could be expensive, divert management’s attention and harm our business.
Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our Certificate of Incorporation described above.
Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision.
Terminating or transitioning arrangements with key consultants could result in additional costs and a risk of operational delays, potential errors and possible control issues as a result of the termination or during the transition. 16 We will need to grow the size of our organization, and we may experience difficulties in managing this growth.
Terminating or transitioning arrangements with key consultants could result in additional costs and a risk of operational delays, potential errors and possible control issues as a result of the termination or during the transition. We depend on third parties to design, manufacture, market and distribute our products.
High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyber-attacks targeting businesses such as ours. Cyber-attacks are becoming more sophisticated and frequent, and in some cases have caused significant harm.
The secure processing, maintenance and transmission of this information is critical to our operations. High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyber-attacks targeting businesses such as ours.
We may not be able to obtain the necessary clearances or approvals or may be unduly delayed in doing so, which could harm our business. Furthermore, even if we are granted regulatory clearances or approvals, they may include significant limitations on the indicated uses for the product, which may limit the market for the product.
Furthermore, even if we are granted regulatory clearances or approvals, they may include significant limitations on the indicated uses for the product, which may limit the market for the product. Delays in obtaining clearance or approval could increase our costs and harm our revenues and growth.
Such a delisting would likely have a negative effect on the price of the Company’s common stock and would impair shareholders’ ability to sell or purchase the Company’s common stock.
Any future non-compliance with Nasdaq listing requirements could result in Nasdaq taking steps to delist the our common stock. Such a delisting would likely have a negative effect on the price of the our common stock and would impair shareholders’ ability to sell or purchase the our common stock.
Additional risks and uncertainties not presently known to us, which we currently deem immaterial or which are similar to those faced by other companies in our industry or business in general, may also impair our business operations.
Additional risks and uncertainties not presently known to us, which we currently deem immaterial or which are similar to those faced by other companies in our industry or business in general, may also impair our business operations. 13 Risks Related to the Combined Company Following the Merger with Predecessor Movano The market price of our common stock after the merger may be affected by factors different from those that historically affected the market price of our common stock.
However, the provisions may have the effect of discouraging lawsuits against our directors, officers, employees and agents as it may limit any stockholder’s ability to bring a claim in a judicial forum that such stockholder finds favorable for disputes with us or our directors, officers, employees or agents.
These provisions may limit a stockholder’s ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or employees, which may discourage lawsuits against us and our directors, officers, and employees.
In the ordinary course of our business, we collect and store sensitive data, including intellectual property, proprietary business information, personal data and personally identifiable information of our clinical trial subjects and employees, on our networks. The secure processing, maintenance and transmission of this information is critical to our operations.
If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our development programs. In the ordinary course of our business, we collect and store sensitive data, including intellectual property, proprietary business information, personal data and personally identifiable information of our clinical trial subjects and employees, on our networks.
We have not paid dividends in the past and have no immediate plans to pay dividends. We plan to reinvest all of our earnings, to the extent we have earnings, in order to further develop our technology and potential products and to cover operating costs.
We plan to reinvest all of our earnings, to the extent we have earnings, in order to further develop our technology and potential products and to cover operating costs. We do not plan to pay any cash dividends with respect to our securities in the foreseeable future, except for those contemplated by the Merger Agreement.
We do not plan to pay any cash dividends with respect to our securities in the foreseeable future. We may never generate sufficient surplus cash that would be available for distribution to the holders of our common stock as a dividend. Therefore, our shareholders should not expect to receive cash dividends on the common stock.
We may never generate sufficient surplus cash that would be available for distribution to the holders of our common stock as a dividend. Therefore, our shareholders should not expect to receive cash dividends on the common stock. Concentration of ownership among our existing executive officers, directors and significant stockholders may prevent new investors from influencing significant corporate decisions.
Any such issuance could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline. Our stock price has fluctuated widely and is likely to continue to be volatile.
Any such issuance could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline. Our failure to meet the continued listing requirements of Nasdaq could result in a de-listing of our common stock. Our common stock is currently traded on the Nasdaq Stock Market (“Nasdaq”).
If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our existing stockholders could be significantly diluted and these newly issued securities may have rights, preferences or privileges senior to those of holders of the common stock offered hereby.
If we raise additional funds through equity or convertible debt issuances, our existing stockholders may suffer significant dilution and these securities could have rights, preferences, and privileges that are superior to those of holders of our common stock. If we obtain additional funds through debt financing, we may not be able to obtain such financing on terms favorable to it.
These investigations or recalls, especially if accompanied by unfavorable publicity, could result in our incurring substantial costs, losing revenues and damaging our reputation, each of which would harm our business. Increased use of social media could create or amplify the effects of negative publicity and adversely affect sales and operating results.
These investigations or recalls, especially if accompanied by unfavorable publicity, could result in our incurring substantial costs, losing revenues and damaging our reputation, each of which would harm our business. 52 FDA clearance of the pulse oximetry feature of our Medical Ring does not ensure commercial success of the product.
In some instances, the 510(k) pathway for product marketing may be used with only proof of substantial equivalence in technology for a given indication with a lawfully marketed device (a “predicate device”). In other instances, FDA may require additional clinical work to prove efficacy in addition to technological equivalence and basic safety.
Our Medical Ring is a Class II medical device, which requires us to seek and receive a 510(k) clearance for the pulse oximeter feature prior to marketing. In some instances, the 510(k) pathway for product marketing may be used with only proof of substantial equivalence in technology for a given indication with a lawfully marketed device (a “predicate device”).
We are incurring significant costs as a public company that reports to the SEC and our management is required to devote substantial time to meet compliance obligations. As a public company listed in the United States, we incur significant legal, accounting and other expenses that we did not incur as a private company.
As a public company, we incur significant legal, accounting, compliance, and other expenses that we did not incur as a private company prior to the Merger. Our management and other personnel dedicate a substantial amount of time and incur significant expense in connection with compliance initiatives.
Litigation could result in substantial costs and divert our management’s attention and resources from our business. This could have a material adverse effect on our business, results of operations and financial condition. Our failure to meet the continued listing requirements of Nasdaq could result in a de-listing of our common stock.
Securities litigation, if instituted against us, could result in substantial costs and divert our management’s attention and resources from our business. This could have an adverse effect on our business, operating results, financial condition, and prospects.
This control could have the effect of delaying or preventing a change of control of the Company or changes in management, in each case, which other stockholders might find favorable, and will make the approval of certain transactions difficult or impossible without the support of these significant stockholders. 31 We are an “emerging growth company” under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
This control could have the effect of delaying or preventing a change of control of the Company or changes in management, in each case, which other stockholders might find favorable, and will make the approval of certain transactions difficult or impossible without the support of these significant stockholders. 71 Holders of the Series A and Series B Preferred Stock have certain voting and other rights that may adversely affect holders of our common stock, and the holders of the Preferred Stock may have different interests from and vote their shares in a manner deemed adverse to, holders of our common stock.
In addition, the Dodd-Frank Wall Street Reform and Protection Act includes significant corporate governance and executive compensation-related provisions that have and will continue to increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and may also place undue strain on our personnel, systems and resources.
We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources.
These laws vary and could impose additional penalties. 27 Risks Related to Owning Our Securities and Our Financial Results Our quarterly and annual results may fluctuate significantly, may not fully reflect the underlying performance of our business and may result in decreases in the price of our securities.
These factors could make it more difficult for us to attract and retain qualified executive officers and members of our board of directors. 66 Our quarterly and annual results may fluctuate significantly, may not fully reflect the underlying performance of our business and may result in decreases in the price of our securities.
In these circumstances, we may be unable to sell our products at competitive prices or at all, and our business could be harmed.
If we are unable to respond to these changes in a cost-effective manner, our platform may become less marketable and less competitive or obsolete, and our business may be harmed.
As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.
These factors would also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers. We could be subject to additional tax liabilities and United States federal and global income tax reform could adversely affect it.
We do not have any prospective arrangements or credit facilities as a source of future funds, and there can be no assurance that we will be able to raise sufficient additional capital on acceptable terms, or at all.
There can be no assurance that we will be able to secure sufficient, cost-effective electrical power and suitable data center space on acceptable terms, or at all. We rely on third parties to provide a sufficient amount of power to maintain our leased or licensed data center facilities and meet the needs of our current and future customers.
On November 12, 2024, the Company was notified by Nasdaq that it had regained compliance with the Minimum Bid Price Requirement. Even though the Company is now in compliance with continued listing requirements of Nasdaq, any future failure of the Company to satisfy such requirements could result in Nasdaq taking steps to delist the Company’s common stock.
On November 12, 2024, the we were notified by Nasdaq that we had regained compliance with the Minimum Bid Price Requirement.
If we cannot find suitable strategic partners or our strategic partners do not perform as expected, our potential for revenue may be dramatically reduced and our business could be harmed. 18 Our business and operations would suffer in the event of information technology system failures, including cyber-attacks.
If we cannot find suitable strategic partners or our strategic partners do not perform as expected, our potential for revenue may be dramatically reduced and our business could be harmed. 45 Risks Related to Intellectual Property Failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights could enable others to copy or use aspects of our platform without compensating it, which could harm our brand, business, operating results, financial condition, and prospects.
Risks Related to Our Business We are an early-stage technology company with a limited history of generating revenue, have a history of operating losses, and we may never achieve or maintain profitability. We are a technology company that was formed in January 2018. We have a limited operating history and have generated only limited revenue to date.
As we implement more complex organizational structures, we may find it increasingly difficult to maintain the beneficial aspects of our corporate culture, which could negatively impact our future success. Risks Related to Our Healthcare Business Our healthcare business has a limited history of generating revenue, have a history of operating losses, and we may never achieve or maintain profitability.
The low trading volume is outside of our control and may not increase or, if it increases, may not be maintained. In addition, following periods of volatility in the market price of a company’s securities, litigation has often been brought against that company, and we may become the target of litigation as a result of price volatility.
These economic, political, regulatory, and market conditions may negatively impact the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market prices of a particular company’s securities, securities class action litigation has often been instituted against that company.
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Item 1A. Risk Factors Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations, and financial results.
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Item 1A. Risk Factors Investing in our common stock involves a high degree of risk.
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Risks Related to Our Business ● We are an early-stage technology company with a limited history of generating revenue, have a history of operating losses, and we may never achieve or maintain profitability. ● We may be unable to continue as a going concern if we do not successfully raise additional capital on favorable terms, or at all, or if we fail to generate sufficient revenue from operations. ● Our efforts may never demonstrate the feasibility of our proposed CGM and blood pressure monitoring solution. ● We face competition from other technology companies and our operating results will suffer if we fail to compete effectively. ● If we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy. ● We are subject to risks associated with our utilization of consultants. ● We will need to grow the size of our organization, and we may experience difficulties in managing this growth. ● We may acquire businesses or products, or form strategic alliances, in the future, and we may not realize the benefits of such acquisitions. ● Our business is affected by macroeconomic conditions. ● Our business and operations are subject to risks related to climate change. ● The sizes of the markets for our current and future products have not been established with precision and may be smaller than we estimate. ● Our business could be negatively impacted by corporate social responsibility and sustainability matters.
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You should carefully consider the risks described below, as well as the other information in this Annual Report on Form 10-K, including our financial statements and the related notes thereto, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the information contained under the heading “Cautionary Note Regarding Forward-Looking Statements” before deciding whether to invest in our common stock.
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Risks Related to Product Development, Manufacturing and Commercialization ● We are highly dependent on the success of our initial products, the Evie Ring and the EvieMED Ring, and cannot give any assurance that they will be successfully commercialized. ● If we do not successfully manage the launch and marketing of new products or services, our financial results could be adversely affected. ● We depend on third parties to design, manufacture, market and distribute our products.
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The financial information presented in this “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” relate only to the historical operations of the Company prior to the completion of the Merger, which principally reflect our Healthcare Business, and should be read in that context, unless specified otherwise.
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If any third party fails to successfully design, manufacture, market or distribute any of our products, our business will be materially harmed. ● Our business and operations would suffer in the event of information technology system failures, including cyber-attacks. ● The use of artificial intelligence presents new risks and challenges to our business. 11 Risks Related to Intellectual Property and Other Legal Matters ● It is difficult and costly to protect our intellectual property and our proprietary technologies, and we may not be able to ensure their protection. ● If we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology and products could be adversely affected. ● We may in the future be a party to intellectual property litigation or administrative proceedings that could be costly and could interfere with our ability to develop our products. ● We may be subject to claims that our employees, consultants, or independent contractors have wrongfully used or disclosed confidential information of their former employers or other third parties or claims asserting ownership of what we regard as our own intellectual property. ● We could become subject to product liability claims, product recalls and warranty claims that could be expensive, divert management’s attention and harm our business. ● Increased use of social media could create or amplify the effects of negative publicity and adversely affect sales and operating results.
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Accordingly, the historical results presented herein are not inclusive of the financial position, results of operations and cash flows of Corvex OpCo, which principally reflect our AI Cloud Computing Business. The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations and growth prospects.
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Risks Related to Regulation ● FDA clearance of the pulse oximetry feature of our EvieMED Ring does not ensure commercial success of the product. ● We expect to seek FDA clearance with respect to additional EvieMED Ring monitoring capabilities and expect to seek FDA clearance or approval for our planned CGM and blood pressure monitoring solution, which may be difficult to achieve, and existing laws or regulations or future legislative or regulatory changes may affect our business. ● If any OEMs contracted to manufacture our products fail to comply with FDA’s Quality System Regulations or other regulatory bodies’ equivalent regulations, manufacturing operations could be delayed or shut down and the development of our products could suffer. ● We expect our planned solution to be subject to certain Federal Communication Commission (“FCC”) regulations. ● Our current or future products may be subject to product recalls that could harm our reputation. ● Healthcare reform measures could hinder or prevent our commercial success. ● If we fail to comply with healthcare regulations with respect to our current or future products, we could face substantial penalties and our business, operations and financial condition could be adversely affected. ● Failure to comply with privacy and security laws and regulations could result in fines, penalties and damage to our reputation and have a material adverse effect on our business. 12 Risks Related to Owning Our Securities and Our Financial Results ● Our quarterly and annual results may fluctuate significantly, may not fully reflect the underlying performance of our business and may result in decreases in the price of our securities. ● Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. ● The issuance of additional stock in connection with financings, acquisitions, our equity incentive plan, upon exercise of outstanding warrants or otherwise will dilute our existing stockholders. ● Our stock price has fluctuated widely and is likely to continue to be volatile. ● Our failure to meet the continued listing requirements of Nasdaq could result in a de-listing of our common stock. ● Our Certificate of Incorporation designates specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. ● We have not paid dividends in the past and have no immediate plans to pay dividends. ● Concentration of ownership among our existing executive officers, directors and significant stockholders may prevent new investors from influencing significant corporate decisions. ● We are an “emerging growth company” under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors. ● We are incurring significant costs as a public company that reports to the SEC and our management is required to devote substantial time to meet compliance obligations. ● If securities or industry analysts do not publish research reports about our business, or if they issue an adverse opinion about our business, the price of our common stock and trading volume could decline. ● Our charter documents and Delaware law may inhibit a takeover that stockholders consider favorable.
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In such an event, the market price of our common stock could decline and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. We may update these risk factors in our periodic and other filings with the SEC.
Removed
We may be unable to continue as a going concern if we do not successfully raise additional capital on favorable terms, or at all, or if we fail to generate sufficient revenue from operations.
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Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations, and financial results. ● The market price of our common stock after the merger may be affected by factors different from those that historically affected the market price of our common stock. ● We may fail to realize the anticipated benefits of the Merger. ● The expected dilution caused by the issuance of our securities in connection with the Merger may adversely affect the market price of our Common Stock. ● We may become involved in litigation in connection with the Merger, which could result in substantial costs to the company and divert the attention of our management. ● Our recent growth may not be indicative of our future growth, and if we do not effectively manage our future growth, our business, operating results, financial condition, and prospects may be adversely affected. ● We have a limited number of suppliers for significant components of the equipment it uses to build and operate our platform and provide our solutions and services. ● If our data center providers fail to meet the requirements of our business, or if the data center facilities experience damage, interruption, or a security breach, our ability to provide access to our infrastructure and maintain the performance of our network could be negatively impacted. ● A substantial portion of our revenue is driven by a limited number of our customers, and the loss of, or a significant reduction in, spend from one or a few of our top customers would adversely affect our business, operating results, financial condition, and prospects. ● If we fail to efficiently enhance our platform and develop and sell new solutions and services and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements, or preferences, our platform may become less competitive. ● The broader adoption, use, and commercialization of AI technology, and the continued rapid pace of developments in the AI field, are inherently uncertain. ● Our operations require substantial capital expenditures, and we will require additional capital to fund our business and support our growth, and any inability to generate or obtain such capital on acceptable terms, if at all, or to lower our total cost of capital, may adversely affect our business, operating results, financial condition, and prospects. ● We face intense competition and could lose market share to our competitors, which would adversely affect our business, operating results, financial condition, and prospects. 12 ● A network or data security incident against us, or our third-party providers, whether actual, alleged, or perceived, could harm our reputation, create liability and regulatory exposure, and adversely impact our business, operating results, financial condition, and prospects. ● If we are unable to attract new customers, retain existing customers, and/or expand sales of our platform, solutions, and services to such customers, we may not achieve the growth we expect, which would adversely affect our business, operating results, financial condition, and prospects. ● If we are unable to successfully build, expand, and deploy our sales organization in a timely manner, or at all, or to successfully hire, retain, train, and motivate our sales personnel, our growth and long-term success could be adversely impacted. ● We rely on our management team and other key employees and will need additional personnel to grow our business, and the loss of one or more key employees or our inability to attract and retain qualified personnel, including members of our board of directors, could harm our business. ● Failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights could enable others to copy or use aspects of our platform without compensating it, which could harm our brand, business, operating results, financial condition, and prospects. ● Our business is subject to a wide range of laws and regulations, and our failure to comply with those laws and regulations could harm our business. ● We have identified material weaknesses in our internal control over financial reporting. ● We incur significant costs and management resources as a result of operating as a public company. ● Adverse global macroeconomic conditions, geopolitical risks, or reduced spending on AI and machine learning or on cloud infrastructure could adversely affect our business, operating results, financial condition, and prospects. ● We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as war and regional geopolitical conflicts around the world, that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster ● The market price of our common stock may be volatile, and you could lose all or part of your investment. ● Sales of substantial amounts of our common stock in the public markets, or the perception that they might occur, could cause the market price of our common stock to decline. ● Our quarterly and annual results may fluctuate significantly, may not fully reflect the underlying performance of our business and may result in decreases in the price of our securities. ● Our failure to meet the continued listing requirements of Nasdaq could result in a de-listing of our common stock.
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Primarily as a result of our lack of revenue, history of losses to date and our lack of liquidity, there is substantial doubt as to our ability to continue as a going concern. As of December 31, 2024, we had total assets of approximately $11.3 million and total liabilities of approximately $4.0 million.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity Risk Management and Strategy We operate in the technology and general wellness, continuous glucose and blood pressure monitoring sectors, which are subject to various cybersecurity risks that could adversely affect our business, financial condition, and results of operations, including intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy laws and other litigation and legal risk; and reputational risk.
Biggest changeItem 1C. Cybersecurity Risk Management and Strategy We are subject to various cybersecurity risks that could adversely affect our business, financial condition, and results of operations, including intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy laws and other litigation and legal risk; and reputational risk.
In addition, we assess cybersecurity considerations in the selection and oversight of our third-party services providers, including due diligence on the third parties that have access to our systems and facilities that house systems and data. Our business depends on the availability, reliability, and security of our information systems, networks, data, and intellectual property.
In addition, we assess cybersecurity considerations in the selection and oversight of our third-party services providers, including due diligence on the third parties that have access to our systems and facilities that house systems and data. 72 Our business depends on the availability, reliability, and security of our information systems, networks, data, and intellectual property.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our principal office is located at 6800 Koll Center Parkway, Pleasanton, California, and is comprised of office and laboratory space that we occupy pursuant to a lease. See Note 10 Commitments and Contingencies of our consolidated financial statements for further discussion of this lease facility.
Biggest changeItem 2. Properties Our principal office is located at 3401 North Fairfax Drive, Suite 3230, Arlington, Virginia 22226, and is comprised of office and laboratory space that we occupy pursuant to a lease. See Note 12 Commitments and Contingencies of our consolidated financial statements for further discussion of this lease facility.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMine Safety Disclosures Not applicable. 34 PART II
Biggest changeMine Safety Disclosures Not applicable. 73 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of April 7, 2025, there were 305 holders of record of our common stock. Dividend Policy We have never paid cash dividends on our securities, and we do not anticipate paying any cash dividends on our shares of common stock in the foreseeable future. We intend to retain any future earnings for reinvestment in our business.
Biggest changeDividend Policy Except as required by the Merger Agreement, we have never paid cash dividends on our securities, and we do not anticipate paying any cash dividends on our shares of common stock in the foreseeable future. We intend to retain any future earnings for reinvestment in our business.
Removed
Recent Sales of Unregistered Securities August 2024 Warrants On August 14, 2024, in connection with a strategic advisory agreement, the Company issued warrants to purchase 22,097 shares of the Company’s common stock (the “August 2024 Warrants”). The August 2024 Warrants have a five-year term and an exercise price of $6.11 per share.
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As of March 19, 2026, there were 40 holders of record of our common stock. However, this number does not include beneficial owners whose shares were held of record by nominees or broker dealers.
Removed
The August 2024 Warrants may be exercised at any time prior to the expiration date of August 14, 2029. Each outstanding August 2024 Warrant not exercised on or before the expiration date will become void. The August 2024 Warrants can be exercised on a cashless basis at the option of the holder.
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Sale of Unregistered Securities All sales of unregistered securities during the year ended December 31, 2025 were previously disclosed in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.
Removed
The August 2024 Warrants were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Added
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Neither we nor any affiliated purchaser repurchased any of our equity securities during the year ended December 31, 2025. Item 6. Reserved
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September 2024 Restricted Share Issuance On September 11, 2024, in connection with a Brand Ambassador Agreement, the Company issued 1,667 shares of restricted stock to an individual as compensation in connection with the promotion of the Company’s Evie Ring.
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The restricted shares were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. Item 6. Reserved 35

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOur future funding requirements will depend on many factors, including the following: ● the success of our commercialization of the Evie Ring; ● the scope, rate of progress, results and cost of our product development and clinical testing; ● the cost of manufacturing our products in development and any products that we may develop in the future; ● the number and characteristics of the potential products that we pursue; ● the cost, timing, and outcomes of regulatory approvals; and ● the potential that our common stock will be delisted by Nasdaq in the event we fail to maintain compliance with the minimum standards for continued listing on Nasdaq.
Biggest changeOur future funding requirements will depend on many factors, including the following: ● the rate at which we expand our AI infrastructure capacity; ● our ability to manage increases in input and operating costs, including price increases for servers, GPUs, memory, storage, networking, cooling, data center space, and power; ● our development efforts with respect to new solutions and services and new functionality for our platform; ● retain existing customers and increase sales to existing customers, as well as attract new customers and grow our customer base; ● our efforts expand our business domestically and internationally; 81 ● our ability to generate sufficient cash flow from operations and raise additional capital, including through indebtedness, to support continued investments in our platform to maintain our technological leadership and the security of our platform; ● our efforts to strategically expand our direct sales force and leverage our existing sales capacity; ● our ability to introduce and sell our solutions and services to new markets and verticals; ● our efforts to identify and acquire or invest in businesses, products, or technologies that we believe could complement or expand our platform; ● the success of our commercialization of the Wellness Ring; ● the scope, rate of progress, results and cost of our product development and clinical testing; ● the cost of manufacturing our products in development and any products that we may develop in the future; ● the number and characteristics of the potential products that we pursue; ● the cost, timing, and outcomes of regulatory approvals; and ● the potential that our common stock will be delisted by Nasdaq in the event we fail to maintain compliance with the minimum standards for continued listing on Nasdaq.
Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. We account for unrecognized tax benefits using a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.
Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. 77 We account for unrecognized tax benefits using a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.
For other option grants not considered to be “plain vanilla,” we determined the expected term to be the contractual life of the options. Forfeitures — We made the one-time policy election to recognize forfeitures when they occur. 38 Income Taxes We account for income taxes using the asset and liability method.
For other option grants not considered to be “plain vanilla,” we determined the expected term to be the contractual life of the options. Forfeitures — We made the one-time policy election to recognize forfeitures when they occur. Income Taxes We account for income taxes using the asset and liability method.
Stockholders of record who were otherwise entitled to receive a fractional share, instead automatically had their fractional shares rounded up to the next whole share. No cash was issued for fractional shares as part of the reverse stock split.
In the 2024 Reverse Stock Split, stockholders of record who were otherwise entitled to receive a fractional share, instead automatically had their fractional shares rounded up to the next whole share. No cash was issued for fractional shares as part of the 2024 Reverse Stock Split.
The reverse stock split affected all common stockholders uniformly and did not alter any stockholder’s percentage interest in our equity, except to the extent that the reverse stock split resulted in a stockholder of record owning a fractional share.
The Reverse Stock Splits affected all common stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split resulted in a stockholder of record owning a fractional share.
We have largely focused our efforts and resources towards research and development activities relating to our development of the Evie Ring, EvieMED Ring and the SoC, the commercial launch of the Evie Ring and the FDA 510(k) clearance for the pulse oximeter feature of the EvieMED Ring.
We have largely focused our efforts and resources towards research and development activities relating to our development of the Wellness Ring, Medical Ring and the SoC, the commercial launch of the Wellness Ring and the FDA 510(k) clearance for the pulse oximeter feature of the Medical Ring.
To date, we have funded our operations primarily from the sale of our equity securities. We have incurred net losses in each year since inception. Our losses were $23.7 million and $29.3 million for the years ended December 31, 2024 and 2023, respectively.
To date, we have funded our operations primarily from the sale of our equity securities. We have incurred net losses each year since inception. Our losses were $18.3 million and $23.7 million for the years ended December 31, 2025 and 2024, respectively.
Substantially all our net losses have resulted from costs incurred in connection with our research and development programs and from sales, general and administrative costs associated with our operations. As of December 31, 2024, we had $7.9 million in available cash and cash equivalents.
Substantially all our net losses have resulted from costs incurred in connection with our research and development programs and from sales, general and administrative costs associated with our operations. As of December 31, 2025, we had $2.8 million in available cash and cash equivalents.
We will require additional capital to fund our operations, to complete our ongoing and planned clinical studies, to commercialize our products, to continue investing in and to further develop our general infrastructure, and such funding may not be available to us on acceptable terms or at all.
We will require additional capital to fund and grow our operations, to commercialize our products, to continue investing in and to further develop our general infrastructure, and such funding may not be available to us on acceptable terms or at all.
Sales, general and administrative expenses for the year ended December 31, 2023 included expenses related to marketing and other expenses of $4.2 million, employee and board of director compensation of $5.9 million, professional and consulting fees of $2.6 million, and rent of $0.1 million.
Sales, general and administrative expenses for the year ended December 31, 2025 included expenses related to marketing and other expenses of $1.3 million, employee and board of director compensation of $3.1 million, professional and consulting fees of $3.4 million, and rent of $0.1 million.
Reverse Stock Split On October 29, 2024, we completed a 1-for-15 reverse stock split of our issued and outstanding common stock. As a result of the reverse stock split, each share of common stock issued and outstanding immediately prior to October 29, 2024 was automatically reclassified and converted into one-fifteenth (1/15th) of a share of common stock.
As a result of the reverse stock split, each share of common stock issued and outstanding immediately prior to October 29, 2024 was automatically reclassified and converted into one-fifteenth (1/15th) of a share of common stock (the “2024 Reverse Stock Split”). On October 10, 2025, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock.
The net loss was offset by changes in our operating assets and liabilities totaling $2.5 million, and by non-cash items, including stock-based compensation of $3.2 million, non-cash lease expense of $0.2 million, depreciation and amortization of $0.2 million, and non-cash compensation related to common stock warrants issued to strategic advisory group of $0.1 million.
The net loss was offset by changes in our operating assets and liabilities totaling $2.5 million, and by non-cash items, including stock-based compensation of $3.2 million, non-cash lease expense of $0.2 million, depreciation and amortization of $0.2 million, and non-cash compensation related to common stock warrants issued to strategic advisory group of $0.1 million. 80 Investing Activities During the year ended December 31, 2025 we used no cash in investing activities.
The reverse stock split did not change the par value of the common stock or the authorized number of shares of common stock. Proportionate adjustments were made to the exercise prices and the number of shares underlying our equity plans and grants thereunder, pursuant to the terms thereof.
The Reverse Stock Splits did not change the par value of the common stock or the authorized number of shares of common stock. Proportionate adjustments were made to the exercise prices and the number of shares underlying the Company’s equity plans and grants thereunder, as applicable.
During the year ended December 31, 2023 we used cash of $64,000 in investing activities, consisting of purchases of property and equipment. 41 Financing Activities During the year ended December 31, 2024, we were provided cash of $24.3 million which included net proceeds of $22.6 million from the issuance of common stock, pre-funded warrants and common stock warrants, and net proceeds of $1.7 million for the issuance of common stock through the ATM activity.
During the year ended December 31, 2024, we were provided cash of $24.3 million from financing activities, which included net proceeds of $22.6 million from the issuance of common stock, pre-funded warrants and common stock warrants, and net proceeds of $1.7 million from the issuance of common stock through the ATM activity.
Loss from Operations Loss from operations was $24.2 million for the year ended December 31, 2024, as compared to $29.7 million for the year ended December 31, 2023.
Loss from Operations Loss from operations was $15.5 million for the year ended December 31, 2025, as compared to $24.2 million for the year ended December 31, 2024.
The following table summarizes our cash flows for the periods indicated (in thousands): Year Ended December 31, 2024 2023 Net cash used in operating activities $ (22,533 ) $ (26,177 ) Net cash used in investing activities (8 ) (64 ) Net cash provided by financing activities 24,325 21,600 Net increase/(decrease) in cash and cash equivalents $ 1,784 $ (4,641 ) Operating Activities During the year ended December 31, 2024, we used cash of $22.5 million in operating activities, as compared to $26.2 million used in operating activities during the year ended December 31, 2023.
The following table summarizes our cash flows for the periods indicated (in thousands): Year Ended December 31, 2025 2024 Net cash used in operating activities $ (11,268 ) $ (22,533 ) Net cash used in investing activities — (8 ) Net cash provided by financing activities 6,193 24,325 Net increase/(decrease) in cash and cash equivalents $ (5,075 ) $ 1,784 Operating Activities During the year ended December 31, 2025, we used cash of $11.3 million in operating activities, as compared to $22.5 million used in operating activities during the year ended December 31, 2024.
Research and development expenses for the year ended December 31, 2023 included expenses related to employee compensation of $5.6 million, other professional fees of $5.7 million, tools and equipment expenses of $4.4 million, rent of $0.2 million, depreciation and amortization of $0.1 million, and other expenses of $0.9 million. 39 Sales, General and Administrative Sales, general and administrative expenses totaled $11.0 million and $12.8 million for the years ended December 31, 2024 and 2023, respectively.
Research and development expenses for the year ended December 31, 2025 included expenses related to employee compensation of $3.5 million, other professional fees of $1.6 million, tools and equipment expenses of $0.2 million, rent of $0.1 million, depreciation and amortization of $0.1 million, and other expenses of $0.2 million.
The $26.2 million used in operating activities during the year ended December 31, 2023 was primarily attributable to our net loss of $29.3 million and changes in our operating assets and liabilities totaling $0.3 million.
The $11.3 million used in operating activities during the year ended December 31, 2025 was primarily attributable to our net loss of $18.3 million.
Net Loss As a result of the foregoing, net loss was $23.7 million for the year ended December 31, 2024, as compared to $29.3 million for the year ended December 31, 2023. Liquidity and Capital Resources At December 31, 2024, we had cash and cash equivalents of $7.9 million.
Net Loss As a result of the foregoing, net loss was $18.3 million for the year ended December 31, 2025, as compared to $23.7 million for the year ended December 31, 2024.
To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution, and debt financing, if available, may involve restrictive covenants.
If adequate funds are not available, we may be required to revise our operational plans or it may become impossible for us to remain in operation. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution, and debt financing, if available, may involve restrictive covenants.
Other Income (Expense), Net Other income (expense), net for the year ended December 31, 2024 was a net other income of $0.5 million as compared to a net other income of $0.4 million for the year ended December 31, 2023. The increase of $0.1 million was primarily due to higher average cash holdings during the year.
Other Income (Expense), Net Other income (expense), net for the year ended December 31, 2025 was a net other expense of $2.8 million as compared to a net other income of $0.5 million for the year ended December 31, 2024.
These items were offset by non-cash items, including stock-based compensation of $3.0 million, non-cash lease expense of $0.2 million, and depreciation and amortization of $0.2 million. Investing Activities During the year ended December 31, 2024 we used cash of $8,000 in investing activities, consisting of purchases of property and equipment.
During the year ended December 31, 2024 we used cash of $8,000 in investing activities, consisting of purchases of property and equipment.
We expect to continue to incur significant expenses and operating losses for at least the next several years. 40 Until we can generate a sufficient amount of revenue from our products, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings or corporate collaborations and licensing arrangements.
We expect to continue to incur significant expenses. Until we can generate a sufficient amount of revenue from our operations, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings or corporate collaborations. Additional funds may not be available when we need them on terms that are acceptable to us, or at all.
Year Ended December 31, Change 2024 2023 $ % (in thousands) Revenue $ 1,013 $ — $ 1,013 n/a OPERATING EXPENSES: Cost of revenue 3,007 — 3,007 n/a Research and development 11,195 16,893 (5,698 ) -34 % Sales, general and administrative 11,033 12,797 (1,764 ) -14 % Total operating expenses 25,235 29,690 (4,455 ) -15 % Loss from operations (24,222 ) (29,690 ) 5,468 18 % Other income (expense), net: Interest and other income, net 495 407 88 22 % Other income (expense), net 495 407 88 22 % Net loss $ (23,727 ) $ (29,283 ) $ 5,556 19 % Revenue Revenue totaled $1.0 million and $0 for the years ended December 31, 2024 and 2023, respectively.
Year Ended December 31, Change 2025 2024 $ % (in thousands) Revenue $ 433 $ 1,013 $ (580 ) -57 % OPERATING EXPENSES: Cost of revenue 2,273 3,007 (734 ) -24 % Research and development 5,740 11,195 (5,455 ) -49 % Sales, general and administrative 7,923 11,033 (3,110 ) -28 % Total operating expenses 15,936 25,235 (9,299 ) -37 % Loss from operations (15,503 ) (24,222 ) 8,719 36 % Other income (expense), net: Interest expense (related party) (2,965 ) — (2,965 ) n/a Interest and other income, net 183 495 (312 ) -63 % Other income (expense), net (2,782 ) 495 (3,277 ) -662 % Net loss $ (18,285 ) $ (23,727 ) $ 5,442 23 % Revenue Revenue totaled $0.4 million and $1.0 million for the years ended December 31, 2025 and 2024, respectively.
Results of Operations Years Ended December 31, 2024 and 2023 Our consolidated statements of operations for the years ended December 31, 2024 and 2023 as discussed herein are presented below.
Accordingly, the historical results presented herein are not inclusive of the financial position, results of operations and cash flows of Corvex OpCo, which principally reflect our AI Cloud Computing Business. Our consolidated statements of operations for the years ended December 31, 2025 and 2024 as discussed herein are presented below.
This increase of $3.0 million was due to the costs of $2.1 million related to the transfer of control of the various Evie Ring Elements, $0.2 million for order processing, shipping and fulfillment costs, and $0.7 million for inventory that was designated as scrap materials.
Cost of revenue for the year ended December 31, 2024 included direct costs of $1.7 million related to the transfer of control of the various Wellness Ring Elements, $0.2 million for labor and related stock-based compensation, $0.3 million of order processing, shipping and fulfillment costs, and $0.7 million for inventory that was designated as scrap materials. 78 Research and Development Research and development expenses totaled $5.7 million and $11.2 million for the years ended December 31, 2025 and 2024, respectively.
We expect to satisfy future cash needs through existing capital balances, through some combination of public or private equity offerings, debt financings, licensing arrangements, and other marketing and distribution arrangements. Please see “Risk Factors—Risks Related to Our Business.” Contractual Obligations Material contractual obligations arising in the normal course of business primarily consist of operating leases and financing leases.
We expect to satisfy future cash needs through existing capital balances, through some combination of public or private equity offerings, debt financings, licensing arrangements, and other partnership arrangements.
This decrease of $1.8 million was due primarily to lower headcount with respect to sales, general and administrative employees and decreased marketing costs.
Sales, General and Administrative Sales, general and administrative expenses totaled $7.9 million and $11.0 million for the years ended December 31, 2025 and 2024, respectively. This decrease of $3.1 million was due primarily to lower headcount with respect to sales, general and administrative employees as a result of less activity and decreased marketing costs.
During the year ended December 31, 2023, we were provided cash of $21.6 million which included net proceeds of $6.7 million, $8.1 million and $3.6 million from the issuance of equity securities in public offerings in February 2023, June 2023 and November 2023, respectively, and net proceeds of $3.2 million from the issuance of common stock through the ATM equity offering program.
Financing Activities During the year ended December 31, 2025, we were provided cash of $6.2 million from financing activities, which included net proceeds of $3.0 million from the sale of Series A preferred stock, net proceeds of $1.6 million from the issuance of common stock through the ATM activity, proceeds of $1.5 million from the bridge loan and $0.1 million from the issuance of common stock upon the exercise of stock options.
This increase of $1.0 million was due to recognition of revenue upon the transfer of control of the Evie Ring Elements, which began in the first quarter of 2024. Cost of revenue Cost of revenue totaled $3.0 million and $0 for the years ended December 31, 2024 and 2023, respectively.
This decrease of $0.6 million was due to a reduction in marketing effort, leading to lower sales volume and the corresponding recognition of revenue upon the transfer of control of the Wellness Ring Elements, which began in the first quarter of 2024.
We have no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If we are unable to obtain such needed funds, our financial condition and results of operations may be materially adversely affected, and we may not be able to continue operations.
If we are unable to obtain such needed funds, our financial condition and results of operations may be materially adversely affected, we may not be able to continue operations, and our board of directors may decide that it is in the best interests of our stockholders to commence bankruptcy or liquidation and dissolution proceedings.
Research and Development Research and development expenses totaled $11.2 million and $16.9 million for the years ended December 31, 2024 and 2023, respectively. This decrease of $5.7 million was due primarily to lower research and laboratory expenses and other professional fees, partially offset by an increase in employee compensation.
Cost of revenue Cost of revenue totaled $2.3 million and $3.0 million for the years ended December 31, 2025 and 2024, respectively. This decrease of $0.7 million was primarily due to lower revenue for the year ended December 31, 2025 compared to the year ended December 31, 2024.
All common share and per-share amounts in this Form 10-K have been retroactively restated to reflect the effect of the reverse stock split. 37 Critical Accounting Estimates The discussion and analysis of our consolidated financial condition and results of operations are based on our consolidated financial statements, which we have prepared in accordance with U.S. GAAP.
All common share and per-share amounts in these consolidated financial statements have been retroactively restated to reflect the effect of the Reverse Stock Splits. 76 Critical Accounting Estimates The discussion and financial information presented in this section relate only to the historical operations of the Company prior to the completion of the Merger, which principally reflect our Healthcare Business, and should be read in that context.
Our consolidated financial statements do not include adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern depends on our ability to raise additional capital as described above to support our future operations.
The accompanying consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
All revenues from the sale of the Evie Ring were generated in the United States. Separately, in November 2024, we received FDA 510(k) clearance for the pulse oximetry feature in our EvieMED Ring, making it a medical device.
We launched the Wellness Ring as a general wellness device without any FDA premarket clearances. All revenues from the sale of the Wellness Ring were generated in the United States.
See Note 10 to the consolidated financial statements for amounts outstanding for operating leases and financing leases on December 31, 2024. Off-Balance Sheet Transactions At December 31, 2024, We did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements. Non-cancelable Obligations We did not have any non-cancelable contractual commitments as of December 31, 2024.
See Note 12 to the consolidated financial statements for amounts outstanding for operating leases and financing leases on December 31, 2025.
During the year ended December 31, 2024, we used $22.5 million of cash in our operating activities. Our cash and cash equivalents are not expected to be sufficient to fund our operations beyond the second quarter of 2025.
Accordingly, the historical results presented herein are not inclusive of the financial position, results of operations and cash flows of Corvex OpCo, which principally reflect our AI Cloud Computing Business. At December 31, 2025, we had cash and cash equivalents of $2.8 million. During the year ended December 31, 2025, we used $11.3 million of cash in our operating activities.
Funding Requirements We anticipate that, excluding non-recurring items, we will continue to generate annual losses for the foreseeable future as we continue the commercialization and further development of our Evie Ring and other products in development.
Accordingly, the historical results presented herein are not inclusive of the financial position, results of operations and cash flows of Corvex OpCo, which principally reflect our AI Cloud Computing Business. We anticipate that, excluding non-recurring items, we will continue to generate annual losses for the foreseeable future as we continue to execute on our business plan.
Our initial commercial product is the Evie Ring, a wearable designed specifically for women that was launched in November 2023.
While we expect to ultimately dispose of the assets related to our legacy healthcare business, as of the date of this filing we are continuing to operate this business in a reduced capacity as we explore available opportunities. 75 Our commercial product was the wellness ring (formerly referred to as the Evie Ring) (the “Wellness Ring”), a wearable designed specifically for women that was launched in November 2023.
Removed
Please also see “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Annual Report. Overview Movano Inc., dba Movano Health, a Delaware corporation, is developing a platform to deliver purpose-driven healthcare solutions to bring medical-grade, high-quality data to the forefront of consumer health devices.
Added
Please also see “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Annual Report. Overview On March 19, 2026, we consummated and completed the Merger pursuant to the Merger Agreement, as further described below.
Removed
The Evie Ring combines health and wellness metrics to give a full picture of one’s health, which include resting heart rate, HRV, SpO 2 , respiration rate, skin temperature variability, period and ovulation tracking, menstrual symptom tracking, activity profile, including steps, active minutes and calories burned, sleep stages and duration, and mood tracking.
Added
The discussion and financial information presented in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” relate only to the historical operations of the Company prior to the completion of the Merger, which principally reflect our Healthcare Business, and should be read in that context.
Removed
The device provides women with continuous health data distilled down to simple, yet meaningful, insights to help them make manageable lifestyle changes and take a more proactive approach that could mitigate the risks of chronic disease. We launched the Evie Ring as a general wellness device without any FDA premarket clearances.
Added
Accordingly, the historical results presented herein are not inclusive of the financial position, results of operations and cash flows of Corvex OpCo, which principally reflect our AI Cloud Computing Business. Following the closing of the Merger, the Company will conduct its operations through two primary business divisions.
Removed
The clearance enables us to pursue health solutions needed for applications such as clinical trials, post-clinical trial management, and remote patient spot check monitoring for both healthcare providers and payors.
Added
Our AI cloud computing business specializes in GPU-accelerated infrastructure for AI workloads and our healthcare business consists of our wellness ring (formerly referred to as the Evie Ring) (the “Wellness Ring”), a wearable designed specifically for women that was launched in November 2023. Recent Developments On March 19, 2026, Corvex, Inc.
Removed
We believe EvieMED is one of the first patient wearables with FDA clearance on the entire system, both hardware and software, differing from our competition which sometimes gets FDA clearance on an individual algorithm under “Software as a Medical Device” guidance.
Added
(formerly known as Movano Inc.), acquired Corvex Legacy Holdings, Inc.
Removed
The FDA clearance of these metrics, including pulse rate and SpO 2 , will be sold via prescription under the brand name EvieMED, and will help to ensure clinical-level confidence in EvieMED’s monitoring capabilities and make the device attractive to clinicians and to facilities engaged in clinical trials for at-home and/or long-term patient monitoring.
Added
(formerly known as Corvex, Inc.) (“Corvex OpCo”), in accordance with the terms of the Amended and Restated Agreement and Plan of Merger, dated March 19, 2026 (the “Merger Agreement”), by and among the Company, Thor Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Corvex OpCo.
Removed
This unique competitive advantage is not only a key pillar in building brand trust and loyalty but will also redefine the expectations of wearable devices. In addition to the Evie Ring and EvieMED Ring, we are developing one of the smallest patented and proprietary SoC designed specifically for blood pressure or CGM systems.
Added
Pursuant to the Merger Agreement, Merger Sub merged with and into Corvex OpCo, pursuant to which Corvex OpCo was the surviving corporation and became a wholly owned subsidiary of the Company (the “Merger”).
Removed
We built the integrated sensor from the ground up with multiple antennas and a variety of frequencies to achieve an unprecedented level of precision in health monitoring. We are currently conducting clinical trials with the SoC and developing algorithms that, if successful, will enable us to develop wearables that can monitor glucose non-invasively and blood pressure without a cuff.
Added
The Merger Agreement amended and restated in its entirety the prior merger agreement between the parties which was entered into and announced on November 6, 2025 (the “Prior Merger Agreement”). 74 Under the terms of the Merger Agreement, at the closing of the Merger (the “Closing”), the Company issued to the prior securityholders of Corvex OpCo (i) 240.562 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), which such shares of Series B Preferred Stock, on an as-converted basis, represented no more than 19.9% of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock” or the “common stock”) immediately prior to the Closing, (ii) 23,551.5195 shares of Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) and (iii) 30,227.0524 shares of Series D Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”).
Removed
Our end goal is to bring a Class II FDA-cleared device to the market that includes CGM and cuffless blood pressure monitoring capabilities. Over time, our technology could also enable the measurement and continuous monitoring of other health data.
Added
Each share of Series B Preferred Stock will automatically convert into 1,000 shares of Common Stock on March 31, 2026, which is one day following the March 30, 2026 record date of the stock dividend payable to holders of the Company’s Common Stock and Series A Preferred Stock pursuant to the Merger Agreement.
Removed
On April 28, 2021, the Company established Movano Ireland Limited, organized under the laws of Ireland, as a wholly owned subsidiary of the Company. 36 Financial Operations Overview We are a technology company that was formed in January 2018. We have a limited operating history and have generated only limited revenue to-date.
Added
Subject to and contingent upon the affirmative vote of a majority of the shares of common stock present or represented and entitled to vote at a meeting of stockholders of Company to approve, for purposes of the Nasdaq Listing Rules, the issuance of shares of Common Stock to the stockholders of Corvex upon conversion, (1) each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock And (2) Each share of Series D Preferred Stock will be convertible into 1,000 shares of Common Stock.
Removed
The amount of undistributed shares of Common Stock deemed to be covered by our effective registration statements on Forms S-3 and S-8 were proportionately reduced as of the effective time of the reverse stock split at the Reverse Stock Split Ratio.
Added
In connection with entry into the Prior Merger Agreement and as described below, (1) the Company raised $3.0 million in equity capital pursuant to the Series A Subscription Agreement, and (2) the Company entered into a $1.0 billion Equity Facility with Chardan Capital Markets LLC.
Removed
We will require additional investment capital or other funding during the second quarter of fiscal 2025 to support our current business and growth plan. We are currently exploring various possible financing options that may be available to us, which may include a sale of our securities and/or strategic partnership transactions.
Added
The descriptions of the Company’s two business divisions, their corresponding products, and business models are summarized below. AI Cloud Computing Business Our engineering-led, AI computing platform specializes in GPU-accelerated infrastructure for AI workloads. Our platform allows organizations to leverage the advantage of AI by providing secure, scalable, and cost-efficient computational resources.
Removed
In August 2022, we entered into an at-the-market issuance (“ATM”) agreement to sell shares of our common stock for aggregate gross proceeds of up to $50.0 million, from time to time, through an ATM equity offering program.
Added
Our infrastructure leverages advanced GPU-accelerated compute clusters, high-throughput storage systems and layered architecture to provide enhanced security, consistent performance and efficiency at scale. We provide a range of capabilities, including: ● AI Factories and GPU Clusters .
Removed
During the years ended December 31, 2024 and 2023, the Company sold an aggregate of 305,841 and 168,783 shares of common stock, respectively, through the ATM program for proceeds of approximately $1.7 million and $3.2 million, net of commissions and other costs of issuance, respectively. Approximately $42.5 million remains available on the ATM equity offering program at December 31, 2024.
Added
Our integrated computing and data-center platform is designed to deliver artificial intelligence workloads at scale by combining high-performance AI accelerators, networking, power, cooling, and systems software to support reliable and cost-efficient production AI training and inference.
Removed
On April 2, 2024, the Company entered into a securities purchase agreement for the private placement of an aggregate of 3,015,172 units with each unit consisting of (1) one share of the Company’s common stock or at the election of the purchaser a pre-funded warrant, and (2) one warrant to purchase one share of common stock.
Added
Deployments may be delivered using managed Kubernetes or as bare metal, and operated on-premise or in multi-tenant or single-tenant configurations that are compliant with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and SOC 2 Type II (“SOC 2”). ● Confidential Computing .
Removed
The purchase price paid for each unit was $8.00. Certain directors and officers participated and purchased 19,168 units at an offering price of $8.48 per unit. Each pre-funded warrant has an exercise price of $0.015 per share, was immediately exercisable on the date of issuance and does not expire.
Added
Confidential computing is designed to protect customers’ valuable intellectual property and enhance compliance with data security mandates.
Removed
Each warrant has an exercise price equal to $6.11 per share, was exercisable immediately and expires on the fifth anniversary of the initial exercise date of the warrant. The warrants issued to the Company’s officers and directors have an exercise price equal to $6.60.
Added
Our patent-pending Corvex Secure Model Weights product enables AI model builders and security-conscious enterprises to safely deploy inference workloads on third-party GPU infrastructure without exposing their model weights via the integration of Trusted Execution Environments, post-quantum key exchange, and remote attestation. ● Token Factory .
Removed
The private placement transaction closed on April 5, 2024, resulting in gross proceeds to the Company of approximately $24.1 million, before deducting offering fees and expenses of approximately $1.5 million.
Added
Currently in development, Token Factory is expected to provide access to premium open-source AI models through simplified API integration and a performance-optimized inference engine operating on automatically scaling infrastructure.
Removed
Additional funds may not be available when we need them on terms that are acceptable to us, or at all.
Added
The platform is designed to improve performance and reduce per-token inference costs relative to certain alternatives by leveraging a proprietary inference engine and custom orchestration logic intended to maximize compute resource utilization when serving multiple models concurrently. We intend for Token Factory to achieve SOC 2 Type II certification and to support HIPAA-compliant deployments.
Removed
If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our research or development programs or our commercialization efforts or it may become impossible for us to remain in operation.
Added
Our Healthcare Business Prior to the Merger, on May 15, 2025, Movano Inc. announced that it had initiated a process to explore strategic alternatives to maximize shareholder value.
Removed
To the extent that we raise additional funds through collaborations and licensing arrangements, it may be necessary to relinquish some rights to our technologies or applications or grant licenses on terms that may not be favorable to us.

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Other MOVE 10-K year-over-year comparisons