Item 1.01 Entry into a Material Definitive Agreement.
On January 27, 2023, Movano Inc. (the "Company") entered into an Underwriting
Agreement (the "Agreement") with Newbridge Securities Corporation (the
"Underwriter"), relating to an underwritten offering (the "Offering") of
4,644,000 shares ("Company Shares") of common stock ("Common Stock") and
warrants to purchase up to 2,322,000 shares of Common Stock ("Warrants"). The
Warrants are being offered and sold at the rate of one Warrant for every two
Company Shares purchased in this offering. The Offering closed on January 31,
2023. The net proceeds to us from this offering are expected to be approximately
$5.8 million, after deducting underwriting discounts and commissions and other
estimated offering expenses.
Each Warrant will have an exercise price of $1.57 per share of Common Stock and
will be immediately exercisable on the date of issuance. The Warrants will
expire five years after the date of issuance. Beginning on the one-year
anniversary of the close of the offering, all outstanding Warrants may be
redeemed at the option of the Company, in whole or in part on a pro-rata basis,
at the redemption price of $0.025 per Warrant, provided that (i) the closing
price of the Company's Common Stock has equaled or exceeded $4.87 per share for
ten consecutive trading days and (ii) the daily trading volume of the Common
Stock on the Company's primary trading market exceeded 100,000 shares on each of
such ten trading days. There is currently no trading market for the Warrants and
a trading market is not expected to develop. The Company does not intend to list
the Warrants on any securities exchange or nationally recognized trading system.
The offering was made pursuant to our effective registration statement on Form
S-3 (Registration Statement No. 333- 264116) previously filed with the
Securities and Exchange Commission and a prospectus supplement thereunder.
On January 31, 2023, the Company also entered into a warrant agent agreement
with the Company's registrar and transfer agent, Pacific Stock Transfer Company
("Pacific"), which will act as warrant agent for the Company, setting forth
certain terms and conditions with respect to Pacific's service as warrant agent
for the Warrants (the "Warrant Agent Agreement").
The foregoing description of the Agreement, the Warrants and the Warrant Agent
Agreement are not complete and are qualified in their entirety by reference to
the full text of the Agreement, form of Warrant and Warrant Agent Agreement,
copies of which are filed herewith as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2,
respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
A copy of the legal opinion and consent of K&L Gates LLP relating to the Company
Shares, Warrants and Warrant Shares is attached hereto as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy the securities discussed herein, nor shall there
be any offer, solicitation, or sale of the securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Item 8.01 Other Events.
The Company issued press releases announcing the launch and pricing of the
Offering on January 26, 2023 and January 27, 2023, respectively. Copies of these
press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and
are each incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this report:
Exhibit
Number Exhibit Description
1.1 Underwriting Agreement dated as of January 27, 2023 between the
Company and Newbridge Securities Corporation*
4.1 Form of Warrant sold in the offering
4.2 Warrant Agent Agreement, dated January 31, 2023, by and between the
Company and Pacific Stock Transfer Company
5.1 Opinion of K&L Gates LLP
23.1 Consent of K&L Gates LLP (included in Exhibit 5.1)
99.1 Press Release dated January 26, 2023 regarding the launch of the
offering of Common Stock and Warrants
99.2 Press Release dated January 27, 2023 regarding pricing of the
offering of Common Stock and Warrants
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain annexes to this agreement have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. The Company agrees to furnish supplementally to the
Securities and Exchange Commission a copy of any omitted annex upon request.
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