8-K - Movano Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

Movano Inc. completed an all-stock merger with Corvex Inc., issuing Series B, C, and D preferred stock convertible into significant common shares, renaming to Corvex Inc. effective March 23, 2026, appointing new executives and directors including Seth Demsey and Jay Crystal as future Co-CEOs, and regaining Nasdaq compliance with stockholders' equity exceeding $2.5 million.

Key Takeaways

1Merger closed March 19, 2026: Movano's Merger Sub merged into Corvex, making Corvex a wholly-owned subsidiary.

2Issued 240.562 Series B Preferred (auto-converts to 240,562 common shares on March 31, 2026, ≤19.9% ownership); 23,551.5195 Series C; 30,227.0524 Series D (both convertible post-shareholder approval at 1,000:1 ratio).

3Name change to Corvex, Inc. effective March 23, 2026; ticker remains MOVE.

4Resignations: Michael Leabman (CTO/Director March 18), Shaheen Wirk (Director March 19). New: Seth Demsey (Class I Director). Board now: Class I (Demsey, Fairbairn); Class II (Mastrototaro, Caballero); Class III (Cullinan).

5Nasdaq compliance: Equity >$2.5M post-merger; awaiting formal confirmation after prior deficiency notice.

6Stock dividend: 0.358 common shares per outstanding share; record March 30, 2026; payable April 6, 2026.

Current Report Details

Event Type

Management Change+7 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

above. The Series D Certificate of Designations provides for the issuance of shares of Series D Preferred Stock. Each share of Series D Preferred Stock will bec

Material Agreement

Source Document

3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On October 1, 2025, the Company received a written notice (t

Delisting

$2.5M$1.6M$2.5M

3.02

Unregistered Sales of Equity Securities Pursuant to the Merger Agreement, the Company issued the shares of Series B Preferred Stock, Series C Preferred Stock an

Securities Issuance

3.03

Material Modification to Rights of Security Holders. The matters described in Item 1.01 and 5.03 of this Current Report on Form 8-K related to the Series B Pref

Securities Modification

5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation o

Management Change

5.03

. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series B Convertible Preferred Stock On March 19, 2026, Movano filed a Certificate o

Charter Amendment

7.01

). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Indicates management contract or compensatory plan. + The schedules and ex

Regulation Fd

9.01

(b) in an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (d

Exhibits Only

Source Document

Executive & Director Changes

Michael Leabman

Director and Chief Technology Officer

Resignation

Effective: 2026-03-18

Pursuant to Merger Agreement; no disagreement.

Shaheen Wirk

Director

Resignation

Effective: 2026-03-19

Pursuant to Merger Agreement; no disagreement.

Seth Demsey

Class I Director

Appointment

Effective: 2026-03-19 (upon Merger effective time)

Jay Crystal

Chief Executive Officer (future Co-CEO)

Appointment

Effective: Post-10K filing for FYE Dec 31, 2025; transition to Co-CEO May 2026

Transaction Details

Material Agreement

Agreement: Amended and Restated Agreement and Plan of Merger
Parties: Movano Inc., Thor Merger Sub Inc., Corvex, Inc.

•Merger completed March 19, 2026; Corvex becomes wholly-owned subsidiary.
•Preferred stock issuance: Series B (240.562 shares, auto-convert March 31, 2026), Series C (23,551.5195 shares), Series D (30,227.0524 shares).
•Stock dividend: 0.358 common per share, record March 30, distribute April 6.
•Support/Lock-up Agreements executed.
•Loan Agreement Third Amendment extends maturity to June 30, 2026.

Debt / Financing

Instrument: Loan Agreement (Third Amendment)
Principal: $1.5 million
Maturity: 2026-06-30

Exhibits (13)

10.3

THIRD AMENDMENT TO LOAN AGREEMENT, DATED MARCH 19, 2026, BY AND BETWEEN MOVANO INC. AND EVIE HOLDINGS, LLC

10.4

CORVEX, INC. DIRECTOR COMPENSATION POLICY

10.5

EMPLOYMENT AGREEMENT, DATED AS MARCH 19, 2026, BY AND BETWEEN THE COMPANY AND SETH DEMSEY

10.6

EMPLOYMENT AGREEMENT, DATED AS MARCH 19, 2026, BY AND BETWEEN THE COMPANY AND JAY CRYSTAL

10.7

FORM OF INDEMNIFICATION AGREEMENT

2.1

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 19, 2026, BY AND AMONG MOVANO INC., CORVEX, INC., AND THOR MERGER SUB

3.1

CERTIFICATE OF DESIGNATIONS FOR SERIES B PREFERRED STOCK

3.2

CERTIFICATE OF DESIGNATIONS FOR SERIES C NON-VOTING PREFERRED STOCK

3.3

CERTIFICATE OF DESIGNATIONS FOR SERIES D NON-VOTING PREFERRED STOCK

3.4

CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

3.5

SECOND AMENDED AND RESTATED BYLAWS OF CORVEX, INC

8-K

CURRENT REPORT

99.1

PRESS RELEASE, DATED MARCH 19, 2026