8-K: Movano Health Faces Nasdaq Delisting Due to Bid Price and Late Filing, Plans Appeal

Movano Health received a delisting notice from Nasdaq for failing to meet the minimum bid price requirement and for the late filing of its Form 10-Q, prompting the company to plan an appeal.

Summary

• Movano Inc. (Movano Health) received a written notice from Nasdaq on July 7, 2025, indicating non-compliance with listing rules.
• The company failed to meet the $1.00 Minimum Bid Price requirement (Nasdaq Listing Rule 5550(a)(2)) as its common stock's closing bid price fell below $1.00 per share for 30 consecutive trading days.
• Movano also failed to meet the late filing requirement (Listing Rule 5250(c)(1)) due to a delay in filing its Form 10-Q for the quarter ended March 31, 2025.
• The company is not eligible for a standard compliance period under Rule 5810(c)(3)(A)(iv) because it effected a reverse stock split within the prior one-year period.
• Nasdaq plans to suspend trading of Movano's securities on The Nasdaq Capital Market at the opening of business on July 16, 2025, and file a Form 25-NSE to delist the securities, unless the company requests an appeal by July 14, 2025.
• Movano plans to timely appeal the determination and submit a hearing request to Nasdaq's Hearings Department, which will temporarily stay the suspension and delisting for 15 calendar days.
• The company intends to submit a request for an extended stay of suspension, which, if granted by the Panel, would stay further action pending the conclusion of the hearing process and any exception period.

Sentiment

Score: 2

Explanation: The document conveys highly negative news regarding Nasdaq delisting, non-compliance with key listing rules, and the potential for trading suspension. While the company plans to appeal, there are no assurances of success, indicating significant uncertainty and adverse impact on the company's operations and financial standing.

Negatives

• Received a delisting notice from Nasdaq on July 7, 2025.
• Failed to meet the $1.00 Minimum Bid Price requirement, with the closing bid price falling below $1.00 for 30 consecutive trading days.
• Failed to meet the late filing requirement due to a delay in filing the Form 10-Q for the quarter ended March 31, 2025.
• Ineligible for a standard compliance period due to a reverse stock split effected within the prior one-year period.
• Securities are scheduled for suspension from trading on The Nasdaq Capital Market at the opening of business on July 16, 2025, unless an appeal is filed by July 14, 2025.
• There is no assurance that the Nasdaq Hearings Panel will grant the extended stay request or the request for continued listing, or that the company will be able to regain compliance.

Risks

• Inability to cure any deficiencies in compliance with the Bid Price Requirement.
• Inability to cure any deficiencies in compliance with Nasdaq's requirements related to the timely filing of periodic financial reports.
• Inability to maintain compliance with other Nasdaq Listing Rules.
• Inability to ultimately obtain relief or extended periods to regain compliance from Nasdaq.
• Inability to meet applicable Nasdaq requirements for any such relief or extension.
• Substantial costs and diversion of personnel's attention and resources due to these matters.
• Delisting from Nasdaq would materially and adversely affect the ability to raise capital.
• Delisting from Nasdaq would materially and adversely affect the company's financial condition and business.

Future Outlook

The company plans to timely appeal Nasdaq's delisting determination and submit a hearing request, along with a request for an extended stay of suspension. There is no assurance that these requests will be granted or that the company will regain and maintain Nasdaq listing.

Management Comments

• Movano Health plans to timely submit a request for a hearing before a Nasdaq Hearings Panel.
• The Company intends to request an extended stay, concurrent with the filing of the hearing request through the conclusion of the hearings process and the expiration of any exception period granted by the Panel following the hearing.
• There can be no assurance that the Panel will grant the Company's extended stay request or the Company's request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.

Industry Context

The document primarily addresses a company-specific compliance issue with Nasdaq listing rules. While Movano Health operates in the healthcare wearables sector, the immediate context is regulatory compliance rather than broader industry trends. Delisting notices are not uncommon for smaller-cap companies, particularly those in development stages, facing market pressures and needing to meet exchange requirements.

Stakeholder Impact

• Shareholders: Potential loss of liquidity and value if delisted from Nasdaq, increased risk due to uncertainty of continued listing, and potential difficulty in trading shares.
• Company Operations: Diversion of management attention and resources to address delisting issues, potential impact on business relationships and ability to attract talent due to uncertainty.
• Creditors/Investors: Increased perceived risk, potentially making it harder or more expensive to secure future financing.

Next Steps

• Timely appeal the delisting determination to Nasdaq's Hearings Panel by July 14, 2025.
• Submit a hearing request to Nasdaq's Hearings Department.
• Submit a request for an extended stay of suspension.
• Await review of the extended stay request by the Panel within 15 days following the hearing request deadline.
• Participate in the hearing process if the extended stay is granted.
• Work towards regaining compliance with Nasdaq listing rules.

Key Dates

Recommendation

Keywords

Movano Health, Nasdaq, delisting, bid price, Form 10-Q, late filing, compliance, reverse stock split, appeal, SEC filing, 8-K, healthcare wearables, financial reporting, corporate governance, risk management