Quarterly Report for Quarter Ending SEPTEMBER 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the "safe harbor" created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as "believe," "expect," "may," "will," "should," "would," "could," "seek," "intend," "plan," "goal," "project," "estimate," "anticipate," "strategy", "future", "likely" or other comparable terms and references to future periods. All statements other than statements of historical facts included in this Form 10-Q regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expectations for revenues, cash flows and financial performance, the anticipated results of our development efforts, product features and the timing for receipt of required regulatory approvals and product launches.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

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our limited operating history and our ability to achieve profitability;

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the ability of our common stock to meet the minimum requirements for continued listing on the Nasdaq Capital Market;

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our ability to continue as a going concern and our need for and ability to obtain additional capital in the future;

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our ability to consummate the Merger;

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the impact of the entry into of the Merger Agreement on our business and operations;

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our ability to demonstrate the feasibility of and develop products and their underlying technologies;

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the impact of competitive or alternative products, technologies and pricing;

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our ability to attract and retain highly qualified personnel;

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our dependence on consultants to assist in the development of our technologies;

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our ability to manage the growth of our Company and to realize the benefits from any acquisitions or strategic alliances we may enter in the future;

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the impact of macroeconomic and geopolitical conditions including increases in prices caused by rising inflation;

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our dependence on the successful commercialization of the Evie Ring;

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our dependence on third parties to design, manufacture, market and distribute our products;

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the adequacy of protections afforded to us by the patents that we own and the success we may have in, and the cost to us of, maintaining, enforcing and defending those patents;

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our ability to obtain, expand and maintain patent protection in the future, and to protect our non-patented intellectual property;

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the impact of any claims of intellectual property infringement, trade secret misappropriation, product liability, product recalls or other claims;

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our need to secure required FCC, FDA and other regulatory approvals from governmental authorities in the United States;

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the impact of healthcare regulations and reform measures;

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the accuracy of our estimates of market size for our products;

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our ability to implement and maintain effective control over financial reporting and disclosure controls and procedures; and

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our success at managing the risks involved in the foregoing items.

The risks included above are not exhaustive. Other important risks and uncertainties are described in the Risk Factors and in Management's Discussion and Analysis of Financial Condition and Results of Operations sections of our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"). Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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.

Recent Developments

On May 15, 2025, we reported that our Board of Directors initiated a process to explore strategic alternatives to maximize shareholder value. After a comprehensive review of strategic alternatives, on November 6, 2025, we entered into an Agreement and Plan of Merger (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, Inc., a Delaware corporation ("Corvex"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Corvex (the "Merger"), with Corvex continuing as a wholly-owned subsidiary of the Company and the surviving company of the Merger. The transaction was unanimously approved by the boards of directors of both companies and is expected to close in the first quarter of 2026, subject to satisfaction of customary closing conditions, including the approval of our stockholders at a special meeting to be scheduled in due course.

In connection with entry into the Merger Agreement and as described below, (1) we raised $3.0 million in equity capital pursuant to the Series A Subscription Agreement (as defined below), and (2) we entered into a $1.0 billion Equity Facility (as defined below) with Chardan Capital Markets LLC.

Our Products

Our initial commercial product is the Evie Ring, a wearable designed specifically for women that was launched in November 2023. We launched the Evie Ring as a general wellness device without any FDA premarket clearances. All revenues from the sale of the Evie Ring were generated in the United States.

The Evie Ring combines health and wellness metrics to give a full picture of one's health, which include resting heart rate, heart rate variability ("HRV"), blood oxygen saturation ("SpO₂"), 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 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 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. 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 FDA clearance of these metrics, including pulse rate and SpO₂, 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. 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. 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. 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.

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. 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. 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 $12.4 million and $19.1 million for the nine months ended September 30, 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 September 30, 2025, we had $2.0 million in available cash and cash equivalents.

Critical Accounting Policies and Estimates

The discussion and analysis of our condensed consolidated financial condition and results of operations are based on our condensed consolidated financial statements, which we have prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements as well as the reported revenue and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes in our critical accounting policies and estimates during the three and nine months ended September 30, 2025, as compared to those disclosed in the 2024 Form 10-K.

Recently Issued and Adopted Accounting Pronouncements

A description of recently adopted and recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2, Summary of Significant Accounting Policies, under Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements, to our audited financial statements for the year ended December 31, 2024, and notes thereto, included in the Company's Annual Report on Form 10-K.

See Note 2 to our condensed consolidated financial statements included in Part I, Item 1, "Notes to Condensed Consolidated Financial Statements," of this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements that may potentially impact our financial position and results of operations.

Results of Operations

Three and nine months ended September 30, 2025 and 2024

Our condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 as discussed herein are presented below.

		Three Months Ended September 30,								Change								Nine Months Ended September 30,								Change
		2025				2024				$				%				2025				2024				$				%
		(in thousands, except share and per share data)																(in thousands, except share and per share data)
Revenue		$	80			$	50			$	30				60	%		$	389			$	902			$	(513	)			-57	%
OPERATING EXPENSES:
Cost of revenue			280				845				(565	)			-67	%			1,284				2,440				(1,156	)			-47	%
Research and development			1,166				3,404				(2,238	)			-66	%			4,950				9,198				(4,248	)			-46	%
Sales, general and administrative			1,225				3,180				(1,955	)			-61	%			5,244				8,794				(3,550	)			-40	%
Total operating expenses			2,671				7,429				(4,758	)			-64	%			11,478				20,432				(8,954	)			-44	%
Loss from operations			(2,591	)			(7,379	)			4,788				65	%			(11,089	)			(19,530	)			8,441				43	%
Other income (expense), net:
Interest expense (related party)			(1,503	)			-				(1,503	)			-100	%			(1,503	)			-				(1,503	)			-100	%
Interest and other income, net			65				178				(113	)			-63	%			160				419				(259	)			-62	%
Other income (expense), net			(1,438	)			178				(1,616	)			-908	%			(1,343	)			419				(1,762	)			-421	%
Net loss		$	(4,029	)		$	(7,201	)		$	3,172				44	%		$	(12,432	)		$	(19,111	)		$	6,679				35	%

Revenue

Revenue totaled $80,000 and $50,000 for the three months ended September 30, 2025 and 2024, respectively. The transfer of control of the Evie Ring Elements began in the first quarter of 2024, was completed in the second quarter of 2024, then re-started in the third quarter of 2024.

Revenue totaled $0.4 million and $0.9 million for the nine months ended September 30, 2025 and 2024, respectively. This decrease of $0.5 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 Evie Ring Elements, which began in the first quarter of 2024.

Cost of revenue

Cost of revenue totaled $0.3 million and $0.8 million for the three months ended September 30, 2025 and 2024, respectively. Cost of revenue for the three months ended September 30, 2025 included direct costs of $0.2 million related to the transfer of control of the various Evie Ring Elements and $0.1 million for labor and related stock-based compensation. Cost of revenue for the three months ended September 30, 2024 included direct costs of $0.2 million related to the transfer of control of the various Evie Ring Elements, $0.1 million of order processing, shipping and fulfillment costs, and $0.5 million for inventory that was designated as scrap materials.

Cost of revenue totaled $1.3 million and $2.4 million for the nine months ended September 30, 2025 and 2024, respectively. This decrease of $1.1 million was primarily due to lower revenue for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Cost of revenue for the nine months ended September 30, 2025 included direct costs of $0.6 million related to the transfer of control of the various Evie Ring Elements, $0.4 million for labor and related stock-based compensation, and $0.2 million of order processing, shipping and fulfillment costs, and $0.1 million for inventory that was designated as scrap materials. Cost of revenue for the nine months ended September 30, 2024 included direct costs of $1.4 million related to the transfer of control of the various Evie Ring Elements, $0.4 million of order processing, shipping and fulfillment costs, and $0.6 million for inventory that was designated as scrap materials.

Research and Development

Research and development expenses totaled $1.2 million and $3.4 million for the three months ended September 30, 2025 and 2024, respectively. This decrease of $2.2 million was due primarily to lower research and laboratory expenses, mostly due to lower employee compensation, and other professional fees. Research and development expenses for the three months ended September 30, 2025 included expenses related to employee compensation of $0.9 million, other professional fees of $0.2 million, and other expenses of $0.1 million. Research and development expenses for the three months ended September 30, 2024 included expenses related to employee compensation of $1.8 million, other professional fees of $1.1 million, research and laboratory expenses of $0.3 million, and other expenses of $0.2 million.

Research and development expenses totaled $5.0 million and $9.2 million for the nine months ended September 30, 2025 and 2024, respectively. This decrease of $4.2 million was due primarily to lower research and laboratory expenses, mostly due to lower employee compensation, and other professional fees. Research and development expenses for the nine months ended September 30, 2025 included expenses related to employee compensation of $3.0 million, other professional fees of $1.5 million, research and laboratory expenses of $0.2 million, and other expenses of $0.3 million. Research and development expenses for the nine months ended September 30, 2024 included expenses related to employee compensation of $5.0 million, other professional fees of $2.4 million, research and laboratory expenses of $1.2 million, and other expenses of $0.6 million.

Sales, General and Administrative

Sales, general and administrative expenses totaled $1.2 million and $3.2 million for the three months ended September 30, 2025 and 2024, respectively. This decrease of $2.0 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. Sales, general and administrative expenses for the three months ended September 30, 2025 included expenses related to employee and board of director compensation of $0.6 million, and professional and consulting fees of $0.5 million, and other expenses of $0.1 million. Sales, general and administrative expenses for the three months ended September 30, 2024 included expenses related to employee and board of director compensation of $1.8 million, professional and consulting fees of $0.8 million, and other expenses of $0.6 million.

Sales, general and administrative expenses totaled $5.2 million and $8.8 million for the nine months ended September 30, 2025 and 2024, respectively. This decrease of $3.6 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, offset by increased stock compensation expenses related to the issuance of new option grants. Sales, general and administrative expenses for the nine months ended September 30, 2025 included expenses related to employee and board of director compensation of $2.2 million, professional and consulting fees of $1.9 million, and other expenses of $1.1 million. Sales, general and administrative expenses for the nine months ended September 30, 2024 included expenses related to employee and board of director compensation of $4.8 million, professional and consulting fees of $2.3 million, and other expenses of $1.7 million.

Loss from Operations

Loss from operations was $2.6 million for the three months ended September 30, 2025, as compared to $7.4 million for the three months ended September 30, 2024.

Loss from operations was $11.1 million for the nine months ended September 30, 2025, as compared to $19.5 million for the nine months ended September 30, 2024.

Other Income (Expense), Net

Other income (expense), net for the three months ended September 30, 2025 was a net other expense of $1.4 million as compared to a net other income of $0.2 million for the three months ended September 30, 2024. The increased expense was due primarily to $1.5 million of interest expense (related party) for the amortization of the original issue discount on the bridge loan during the three months ended September 30, 2025.

Other income (expense), net for the nine months ended September 30, 2025 was a net other expense of $1.3 million as compared to a net other income of $0.4 million for the nine months ended September 30, 2024. The increased expense was due primarily to $1.5 million of interest expense (related party) for the amortization of the original issue discount on the bridge loan during the nine months ended September 30, 2025.

Net Loss

As a result of the foregoing, net loss was $4.0 million for the three months ended September 30, 2025, as compared to $7.2 million for the three months ended September 30, 2024.

As a result of the foregoing, net loss was $12.4 million for the nine months ended September 30, 2025, as compared to $19.1 million for the nine months ended September 30, 2024.

Liquidity and Capital Resources

At September 30, 2025, we had cash and cash equivalents totaling $2.0 million. During the nine months ended September 30, 2025, we used $9.0 million of cash in our operating activities. On August 6, 2025, we entered into a Loan Agreement and Promissory Note pursuant to which we obtained $1,500,000 in secured debt financing (the "Bridge Loan"). On November 6, 2025, we entered into a Preferred Stock Subscription Agreement (the "Series A Subscription Agreement"), with the investors party thereto (the "Series A Purchasers"), pursuant to which we sold 3,000 shares of Series A Preferred Stock to the Series A Purchasers for a purchase price per share equal to $1,000 and an aggregate purchase price of $3,000,000. Additionally, on November 6, 2025, we entered into a ChEF purchase agreement (the "ChEF Purchase Agreement") with Chardan Capital Markets LLC ("Chardan") related to a "ChEF," Chardan's committed equity facility (the "Equity Facility"). Pursuant to the ChEF Purchase Agreement, we have the right from time to time to sell to Chardan up to $1,000,000,000 in aggregate gross purchase price of newly issued shares of our common stock. However, we are currently not able to raise additional capital under the Equity Facility until a Registration Statement on Form S-1 covering the sales thereunder is filed and declared effective by the SEC, after which our ability to raise additional capital under the Equity Facility may still be limited by the conditions and limitations set forth in the ChEF Purchase Agreement.

Our funding requirements are highly dependent on the outcome of the planned Merger with Corvex. We have incurred significant expenses in connection with our evaluation of strategic alternatives and entry into the Merger Agreement, and we expect to continue to incur expenses in connection with consummating the Merger and the ongoing process of exploring transactions with certain third parties to monetize certain legacy assets. A considerable portion of these expenses, such as legal, accounting and advisory fees and other related charges, will be incurred regardless of whether we consummate the Merger or enter into a monetization transaction for our legacy healthcare assets.

Additionally, in connection with our entering into of the Merger Agreement, we entered into an amendment of the Bridge Loan providing for an extension of the maturity date to March 31, 2026 in exchange for our agreeing that upon any sale or other disposition of all or substantially all the Company's legacy assets prior to closing of the Merger, we will be obligated to repay the $1.5 million principal of the Bridge Loan, plus any other outstanding obligations plus a $3.0 million repayment premium.

Although we believe our cash and cash equivalents will be sufficient to fund our operations through the closing of Merger, which we expect to occur in the first quarter of 2026, we do not expect our cash and cash equivalents will be sufficient to fund our operations beyond the first quarter of 2026 should the Merger not be consummated prior the maturity date of the Bridge Loan. In addition, changing circumstances could cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more than currently expected because of circumstances beyond our control. As a result, we could deplete our capital resources sooner than we currently expect. Additionally, although we have entered into the Merger Agreement and intend to consummate the Merger, there is no assurance that we will be able to successfully consummate the Merger on a timely basis, or at all. If, for any reason, the Merger does not close prior to the maturity date of our Bridge Loan, it is unlikely that we will have sufficient time or resources to complete another strategic transaction like the Merger without obtaining additional capital, 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, 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.

Even if we do consummate the Merger, 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. 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. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time.

These circumstances raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. Our condensed 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 following table summarizes our cash flows for the periods indicated:

		Nine Months Ended September 30,
		2025				2024
Net cash used in operating activities		$	(9,008	)		$	(17,978	)
Net cash used in investing activities			-				(3	)
Net cash provided by financing activities			3,106				23,135
Net increase/(decrease) in cash and cash equivalents		$	(5,902	)		$	5,154

Operating Activities

During the nine months ended September 30, 2025, the Company used cash of $9.0 million in operating activities, as compared to $18.0 million used in operating activities during the nine months ended September 30, 2024.

The $9.0 million used in operating activities during the nine months ended September 30, 2025 was primarily attributable to our net loss of $12.4 million during the period. The net loss was offset by changes in our operating assets and liabilities totaling $38,000 and by non-cash items, including stock-based compensation, totaling $3.4 million.

The $18.0 million used in operating activities during the nine months ended September 30, 2024 was primarily attributable to our net loss of $19.1 million during the period. The net loss was offset by the total of changes in our operating assets and liabilities totaling $1.9 million and non-cash items, including stock-based compensation of $3.0 million.

Investing Activities

During the nine months ended September 30, 2025, the Company used no cash in investing activities.

During the nine months ended September 30, 2024, the Company used cash of $3,000 in investing activities, consisting of purchases of property and equipment.

Financing Activities

During the nine months ended September 30, 2025, the Company was provided cash of $3.1 million which included net proceeds of $1.6 million for the issuance of common stock through the ATM activity and proceeds of $1.5 million from the bridge loan.

During the nine months ended September 30, 2024, the Company was provided cash of $23.1 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 $0.5 million for the issuance of common stock through the ATM activity and the exercise of common stock options.

Off-Balance Sheet Transactions

At September 30, 2025, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

Non-cancelable Obligations

One of the Company's contract manufacturers purchased raw materials for the benefit of the Company of $0.3 million at September 30, 2025 for which title to such materials had not transferred to the Company. The Company did not have any other non-cancelable contractual commitments as of September 30, 2025.