Attached files
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EX-23.1 - CONSENT OF MOSS ADAMS LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Movano Inc. | ea138196ex23-1_movanoinc.htm |
EX-5.1 - OPINION OF K&L GATES LLP - Movano Inc. | ea138196ex5-1_movanoinc.htm |
As filed with the Securities and Exchange Commission on March 23, 2021
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MOVANO INC.
(Exact name of registrant as specified in its charter)
Delaware | 3845 | 26-0579295 | ||
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
incorporation or organization) | Classification Code Number) | Identification No.) |
Movano Inc.
6200 Stoneridge Mall Rd., Suite 300
Pleasanton, CA 94588
(415) 651-3172
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michael Leabman
Chief Executive Officer
Movano Inc.
6200 Stoneridge Mall Rd., Suite 300
Pleasanton, CA 94588
(415) 651-3172
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark R. Busch, Esq. | |
Patrick J. Rogers, Esq. | Daniel K. Donahue, Esq. |
K&L Gates LLP | Greenberg Traurig, LLP |
300 South Tryon St., Suite 1000 | 18565 Jamboree Road, Suite 500 |
Charlotte, North Carolina 28202 | Irvine, California 92612 |
Telephone: (704) 331-7440 | Telephone: (949) 732-6557 |
As soon as practicable after the effective date of this Registration Statement.
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-252671)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered(1) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||
Common Stock (2) (3) | $ | 7,475,000 | $ | 815.52 | ||||
Underwriter Warrant (3)(4) | $ | 100 | $ | - | ||||
Shares of Common Stock Underlying Underwriter Warrant | $ | 878,163 | $ | 95.81 |
(1) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $46,368,100 on its Registration Statement on Form S-1, as amended (File No. 333-252671) (the “Related Registration Statement”), which was declared effective by the Securities and Exchange Commission on March 22, 2021 and paid a fee of $5,058.75. In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), an additional number of securities having a proposed maximum offering price of no more than 20% of the maximum aggregate offering price of each class of securities to be sold under the Related Registration Statement is hereby registered. This represents only the additional number of securities being registered and does not include the securities that the Registrant previously registered on the Related Registration Statement. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Includes shares of common stock that are issuable upon the exercise of the underwriters’ over-allotment option. |
(3) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, there is also being registered hereby such indeterminate number of additional shares of common stock of the registrant as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions. |
(4) | Represents a warrant to be granted to the underwriter to purchase shares of common stock in an amount up to 9.79% of the number of shares sold to the public in this offering. |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 (the “462(b) Registration Statement”) is being filed by Movano Inc. (the “Company”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and relates to the public offering (the “Offering”) of shares of common stock contemplated by the Registration Statement on Form S-1 (File No. 333-252671) (the “Prior Registration Statement”), which was initially filed on February 2, 2021, and which was declared effective by the Securities and Exchange Commission on March 22, 2021. The Company is filing this registration statement for the purpose of registering additional securities of the Company with the proposed maximum aggregate offering price not to exceed $8,353,263. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are hereby incorporated by reference into this 462(b) Registration Statement. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith.
The Registrant hereby (i) undertakes to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on March 23, 2021) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this 23rd day of March, 2021.
Movano Inc. | |
/s/ Michael Leabman | |
Michael Leabman Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Michael Leabman | March 23, 2021 | |
Michael Leabman | ||
Chief Executive Officer and Director | ||
(Principal Executive Officer) | ||
/s/ J. Cogan | March 23, 2021 | |
J. Cogan | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
/s/ *** | March 23, 2021 | |
Emily Wang Fairbairn, Director | ||
/s/ *** | March 23, 2021 | |
John Mastrototaro, Director | ||
/s/ *** | March 23, 2021 | |
Brian Cullinan, Director | ||
/s/ *** | March 23, 2021 | |
Rubén Caballero, Director |
*** By: | /s/ Michael Leabman | |
Michael Leabman | ||
Attorney-in-fact |