Movano Inc. 8-K

What Happened

• Movano Inc. announced on March 19, 2026 that it completed a merger with Corvex, Inc. under an Amended and Restated Agreement and Plan of Merger. As a result of the closing, Corvex became a wholly owned subsidiary and Movano will be renamed Corvex, Inc., effective March 23, 2026.
• The merger involved issuance of preferred stock to Corvex securityholders (Series B, C and D Preferred Stock). Management and board changes were implemented: Michael Leabman resigned (March 18, 2026) and Shaheen Wirk resigned (March 19, 2026); Seth Demsey was appointed to the board as a Class I director effective at closing. Jay Crystal will serve as CEO at closing (transitioning to Co‑CEO in May 2026) and John Mastrototaro will be COO.

Key Details

• Closing date: March 19, 2026; corporate name change effective March 23, 2026.
• Preferred stock issued at closing: 240.562 shares of Series B, 23,551.5195 shares of Series C, and 30,227.0524 shares of Series D (par value $0.0001).
• Each Series B share will automatically convert into 1,000 shares of common stock on March 31, 2026; Series C and D conversions (1,000 shares each) are subject to shareholder approval related to Nasdaq rules.
• Director and compensation changes: new director pay policy includes $65,000 annual cash retainer and an annual equity award targeted at $135,000 in common stock value; non‑employee directors receive committee retainers (audit chair $25,000, etc.).
• Executive pay commitments: Jay Crystal and Seth Demsey (upon becoming Co‑CEO) each have $500,000 annual base salaries per their employment agreements; both will sign standard confidentiality and noncompete/assignment agreements.

Why It Matters

• This is a transformational corporate transaction: Movano has acquired Corvex, will adopt the Corvex name, and installed Corvex leadership on its board and in executive roles — changes investors should note for company strategy and direction.
• The preferred issuances and automatic/conditional conversions can materially affect share count and ownership (Series B converts automatically into common shares on March 31, 2026; Series C/D conversions require shareholder approval), so investors should monitor filings and the upcoming shareholder vote.
• The company reports it now has stockholders’ equity above the Nasdaq $2.5M minimum (it had previously been out of compliance), and is awaiting formal Nasdaq confirmation — a key item for continued listing risk.