Current Report Filing (8-k)
22 Junho 2022 - 5:11PM
Edgar (US Regulatory)
0001734750
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0001734750
2022-06-21
2022-06-21
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iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2022
MOVANO INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40254 |
|
26-0579295 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
6800 Koll Center Parkway Pleasanton, CA |
|
94566 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (415)
651-3172
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.0001 par value per share |
|
MOVE |
|
The Nasdaq Stock Market LLC
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Approval of Amendment No. 1 to Movano Inc. Amended
and Restated 2019 Omnibus Incentive Plan
On June 21, 2022, the stockholders of Movano Inc.
(the “Company”) approved Amendment No. 1 (“Amendment No. 1”) to the Company’s Amended and Restated 2019
Omnibus Incentive Plan (the “2019 Plan”). A description of the terms and conditions of the 2019 Plan, as amended by
Amendment No. 1, is set forth in the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders of the Company (the “2022
Annual Meeting”) as filed with the Securities and Exchange Commission on April 28, 2022 (the “2022 Proxy Statement”)
under the heading “Proposal 2 – Approval of Amendment No. 1 to Amended and Restated 2019 Omnibus Incentive Plan”, which
such description is incorporated by reference herein. This summary does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of Amendment No. 1, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated by reference into this Item 5.02.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On June 21, 2022, the Company held its 2022 Annual Meeting. The certified
results of the matters voted upon at the 2022 Annual Meeting, which are more fully described in the 2022 Proxy Statement, are as follows:
The Company’s stockholders elected the two nominees to the Company’s
Board of Directors to serve for three-year terms as Class I directors, with the votes cast as follows:
Director Name | |
For | |
Withheld | |
Broker Non-Votes |
Emily Wang Fairbairn | |
7,222,473 | |
994,032 | |
10,561,143 |
Michael Leabman | |
7,784,479 | |
432,026 | |
10,561,143 |
The Company’s stockholders approved Amendment No. 1 to the Company’s
Amended and Restated 2019 Omnibus Incentive Plan, with votes cast as follows:
For | |
Against | |
Abstain | |
Broker Non-Votes |
7,027,397 | |
718,084 | |
471,024 | |
10,561,143 |
The Company’s stockholders ratified the appointment of Moss Adams
LLP as the Company’s independent registered public accounting firm for 2022, with votes cast as follows:
For | |
Against | |
Abstain |
18,261,610 | |
103,028 | |
413,010 |
Item
9.01 Financial Statements and Exhibits.
Exhibits
The following exhibits are filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
MOVANO INC. |
|
|
|
Date: June 22, 2022 |
By: |
/s/ J Cogan |
|
|
J Cogan |
|
|
Chief Financial Officer |
3
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