UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 001-40254
MOVANO INC.
(Exact name of registrant as specified in its
charter)
Delaware | | 82-4233771 |
(State of incorporation) | | (I.R.S. Employer
Identification No.) |
6800 Koll Center Parkway, Pleasanton, CA 94566
(Address of principal executive office) (Zip
code)
(415) 651-3172
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share | | MOVE | | The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes ☒ No ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 7, 2023, there
were 50,646,661 shares of our common stock, par value $0.0001 per share, outstanding.
MOVANO INC.
FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023
INDEX
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Movano Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(Unaudited)
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
ASSETS | |
| | |
| |
Current assets: | |
| | |
| |
Cash and cash equivalents | |
$ | 14,472 | | |
$ | 10,759 | |
Payroll tax credit, current portion | |
| 271 | | |
| 379 | |
Prepaid expenses and other current assets | |
| 1,343 | | |
| 508 | |
Total current assets | |
| 16,086 | | |
| 11,646 | |
Property and equipment, net | |
| 404 | | |
| 443 | |
Payroll tax credit, noncurrent portion | |
| 667 | | |
| 667 | |
Other assets | |
| 416 | | |
| 487 | |
Total assets | |
$ | 17,573 | | |
$ | 13,243 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 1,522 | | |
$ | 557 | |
Other current liabilities | |
| 3,031 | | |
| 4,421 | |
Total current liabilities | |
| 4,553 | | |
| 4,978 | |
Noncurrent liabilities: | |
| | | |
| | |
Early exercised stock option liability | |
| 71 | | |
| 136 | |
Other noncurrent liabilities | |
| 121 | | |
| 214 | |
Total noncurrent liabilities | |
| 192 | | |
| 350 | |
Total liabilities | |
| 4,745 | | |
| 5,328 | |
| |
| | | |
| | |
Commitments and contingencies (Note 11) | |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | |
Stockholders' equity: | |
| | | |
| | |
Preferred stock, $0.0001 par value, 5,000,000 shares authorized at June 30, 2023 and December 31, 2022; no shares issued and outstanding at June 30, 2023 and December 31, 2022 | |
| — | | |
| — | |
Common stock, $0.0001 par value, 150,000,000 and 75,000,000 shares authorized at June 30, 2023 and December 31, 2022, respectively; 50,646,661 and 33,659,460 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | |
| 5 | | |
| 3 | |
Additional paid-in capital | |
| 122,283 | | |
| 103,009 | |
Accumulated deficit | |
| (109,460 | ) | |
| (95,097 | ) |
Total stockholders' equity | |
| 12,828 | | |
| 7,915 | |
Total liabilities and stockholders' equity | |
$ | 17,573 | | |
$ | 13,243 | |
See accompanying notes to condensed consolidated
financial statements.
Movano Inc.
Condensed Consolidated Statements of Operations
and Comprehensive Loss
(in thousands, except share and per share data)
(Unaudited)
| |
Three Months Ended
June 30, | | |
Six Months Ended
June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
OPERATING EXPENSES: | |
| | |
| | |
| | |
| |
Research and development | |
$ | 4,171 | | |
$ | 4,112 | | |
$ | 8,065 | | |
$ | 8,703 | |
Sales, general and administrative | |
| 3,213 | | |
| 2,734 | | |
| 6,522 | | |
| 5,081 | |
Total operating expenses | |
| 7,384 | | |
| 6,846 | | |
| 14,587 | | |
| 13,784 | |
| |
| | | |
| | | |
| | | |
| | |
Loss from operations | |
| (7,384 | ) | |
| (6,846 | ) | |
| (14,587 | ) | |
| (13,784 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense), net: | |
| | | |
| | | |
| | | |
| | |
Interest and other income (expense), net | |
| 117 | | |
| (22 | ) | |
| 224 | | |
| (16 | ) |
Other income (expense), net | |
| 117 | | |
| (22 | ) | |
| 224 | | |
| (16 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (7,267 | ) | |
$ | (6,868 | ) | |
$ | (14,363 | ) | |
$ | (13,800 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (7,267 | ) | |
$ | (6,868 | ) | |
$ | (14,363 | ) | |
$ | (13,800 | ) |
Other comprehensive income (loss): | |
| | | |
| | | |
| | | |
| | |
Change in unrealized loss on available-for-sale securities | |
| — | | |
| 15 | | |
| — | | |
| (4 | ) |
Total comprehensive loss | |
$ | (7,267 | ) | |
$ | (6,853 | ) | |
$ | (14,363 | ) | |
$ | (13,804 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per share, basic and diluted | |
$ | (0.17 | ) | |
$ | (0.21 | ) | |
$ | (0.36 | ) | |
$ | (0.42 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares used in computing net loss per share, basic and diluted | |
| 43,056,785 | | |
| 32,793,907 | | |
| 40,314,164 | | |
| 32,769,093 | |
See accompanying notes to condensed consolidated
financial statements.
Movano Inc.
Condensed Consolidated Statements of Stockholders’
Equity
(in thousands, except share data)
(Unaudited)
| |
| | |
| | |
Additional | | |
Other | | |
| | |
Total | |
| |
Common Stock | | |
Paid-In | | |
Comprehensive | | |
Accumulated | | |
Stockholders' | |
Three Months Ended June 30, 2022 | |
Shares | | |
Amount | | |
Capital | | |
Loss | | |
Deficit | | |
Equity | |
Balance at March 31, 2022 | |
| 32,772,060 | | |
$ | 3 | | |
$ | 98,261 | | |
$ | (30 | ) | |
$ | (71,700 | ) | |
$ | 26,534 | |
Stock-based compensation | |
| — | | |
| — | | |
| 761 | | |
| — | | |
| — | | |
| 761 | |
Issuance of common stock upon exercise of options | |
| 46,000 | | |
| — | | |
| 19 | | |
| — | | |
| — | | |
| 19 | |
Vesting of early exercised stock options | |
| — | | |
| — | | |
| 36 | | |
| — | | |
| — | | |
| 36 | |
Other comprehensive income | |
| — | | |
| — | | |
| — | | |
| 15 | | |
| — | | |
| 15 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| (6,868 | ) | |
| (6,868 | ) |
Balance at June 30, 2022 | |
| 32,818,060 | | |
$ | 3 | | |
$ | 99,077 | | |
$ | (15 | ) | |
$ | (78,568 | ) | |
$ | 20,497 | |
| |
| | |
| | |
Additional | | |
Other | | |
| | |
Total | |
| |
Common Stock | | |
Paid-In | | |
Comprehensive | | |
Accumulated | | |
Stockholders' | |
Six Months Ended June 30, 2022 | |
Shares | | |
Amount | | |
Capital | | |
Loss | | |
Deficit | | |
Equity | |
Balance at December 31, 2021 | |
| 32,772,060 | | |
$ | 3 | | |
$ | 97,506 | | |
$ | (11 | ) | |
$ | (64,768 | ) | |
$ | 32,730 | |
Stock-based compensation | |
| — | | |
| — | | |
| 1,476 | | |
| — | | |
| — | | |
| 1,476 | |
Issuance of common stock upon exercise of options | |
| 46,000 | | |
| — | | |
| 19 | | |
| — | | |
| — | | |
| 19 | |
Vesting of early exercised stock options | |
| — | | |
| — | | |
| 76 | | |
| — | | |
| — | | |
| 76 | |
Other comprehensive loss | |
| — | | |
| — | | |
| — | | |
| (4 | ) | |
| — | | |
| (4 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| (13,800 | ) | |
| (13,800 | ) |
Balance at June 30, 2022 | |
| 32,818,060 | | |
$ | 3 | | |
$ | 99,077 | | |
$ | (15 | ) | |
$ | (78,568 | ) | |
$ | 20,497 | |
| |
| | |
| | |
Additional | | |
Other | | |
| | |
Total | |
| |
Common Stock | | |
Paid-In | | |
Comprehensive | | |
Accumulated | | |
Stockholders' | |
Three Months Ended June 30, 2023 | |
Shares | | |
Amount | | |
Capital | | |
Loss | | |
Deficit | | |
Equity | |
Balance at March 31, 2023 | |
| 41,377,867 | | |
$ | 4 | | |
$ | 113,333 | | |
$ | — | | |
$ | (102,193 | ) | |
$ | 11,144 | |
Stock-based compensation | |
| — | | |
| — | | |
| 771 | | |
| — | | |
| — | | |
| 771 | |
Issuance of common stock upon June 2023 public offering, net of issuance costs | |
| 9,200,000 | | |
| 1 | | |
| 8,065 | | |
| — | | |
| — | | |
| 8,066 | |
Issuance of common stock | |
| 68,794 | | |
| — | | |
| 83 | | |
| — | | |
| — | | |
| 83 | |
Vesting of early exercised stock options | |
| — | | |
| — | | |
| 31 | | |
| — | | |
| — | | |
| 31 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| (7,267 | ) | |
| (7,267 | ) |
Balance at June 30, 2023 | |
| 50,646,661 | | |
$ | 5 | | |
$ | 122,283 | | |
$ | — | | |
$ | (109,460 | ) | |
$ | 12,828 | |
| |
| | |
| | |
Additional | | |
Other | | |
| | |
Total | |
| |
Common Stock | | |
Paid-In | | |
Comprehensive | | |
Accumulated | | |
Stockholders' | |
Six Months Ended June 30, 2023 | |
Shares | | |
Amount | | |
Capital | | |
Loss | | |
Deficit | | |
Equity | |
Balance at December 31, 2022 | |
| 33,659,460 | | |
$ | 3 | | |
$ | 103,009 | | |
$ | — | | |
$ | (95,097 | ) | |
$ | 7,915 | |
Stock-based compensation | |
| — | | |
| — | | |
| 1,495 | | |
| — | | |
| — | | |
| 1,495 | |
Issuance of common stock upon February 2023 public offering, net of issuance costs | |
| 5,340,600 | | |
| 1 | | |
| 5,179 | | |
| — | | |
| — | | |
| 5,180 | |
Issuance of warrants upon February 2023 public offering | |
| — | | |
| — | | |
| 1,473 | | |
| — | | |
| — | | |
| 1,473 | |
Issuance of common stock upon June 2023 public offering, net of issuance costs | |
| 9,200,000 | | |
| 1 | | |
| 8,065 | | |
| — | | |
| — | | |
| 8,066 | |
Issuance of common stock | |
| 2,200,746 | | |
| — | | |
| 2,888 | | |
| — | | |
| — | | |
| 2,888 | |
Issuance of common stock upon exercise of options | |
| 245,855 | | |
| — | | |
| 109 | | |
| — | | |
| — | | |
| 109 | |
Vesting of early exercised stock options | |
| — | | |
| — | | |
| 65 | | |
| — | | |
| — | | |
| 65 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| (14,363 | ) | |
| (14,363 | ) |
Balance at June 30, 2023 | |
| 50,646,661 | | |
$ | 5 | | |
$ | 122,283 | | |
$ | — | | |
$ | (109,460 | ) | |
$ | 12,828 | |
See accompanying notes to condensed consolidated
financial statements.
Movano Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
| |
Six Months Ended
June 30, | |
| |
2023 | | |
2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
Net loss | |
$ | (14,363 | ) | |
$ | (13,800 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation | |
| 78 | | |
| 73 | |
Stock-based compensation | |
| 1,495 | | |
| 1,476 | |
Noncash lease expense | |
| (6 | ) | |
| (6 | ) |
Accretion of discount on short-term investments | |
| — | | |
| 93 | |
Loss on disposal of property and equipment | |
| — | | |
| 44 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Payroll tax credit | |
| 108 | | |
| — | |
Prepaid expenses and other current assets | |
| (835 | ) | |
| 7 | |
Other assets | |
| (21 | ) | |
| (5 | ) |
Accounts payable | |
| 965 | | |
| 442 | |
Other current and noncurrent liabilities | |
| (1,385 | ) | |
| (477 | ) |
Net cash used in operating activities | |
| (13,964 | ) | |
| (12,153 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Purchases of property and equipment | |
| (39 | ) | |
| (62 | ) |
Maturities of short-term investments | |
| — | | |
| 11,610 | |
Net cash provided by (used in) investing activities | |
| (39 | ) | |
| 11,548 | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Issuance of common stock and warrants upon February 2023 public offering, net of issuance costs | |
| 6,653 | | |
| — | |
Issuance of common stock upon June 2023 public offering, net of issuance costs | |
| 8,066 | | |
| — | |
Issuance of common stock, net of issuance costs | |
| 2,888 | | |
| — | |
Issuance of common stock upon exercise of stock options | |
| 109 | | |
| 19 | |
Net cash provided by financing activities | |
| 17,716 | | |
| 19 | |
| |
| | | |
| | |
Net increase / (decrease) in cash and cash
equivalents | |
| 3,713 | | |
| (586 | ) |
Cash and cash equivalents at beginning of period | |
| 10,759 | | |
| 17,675 | |
Cash and cash equivalents at end of period | |
$ | 14,472 | | |
$ | 17,089 | |
| |
| | | |
| | |
NONCASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
Vesting of common stock issued upon early exercise | |
$ | 65 | | |
$ | 76 | |
Warrants issued upon February 2023 public offering | |
$ | 1,473 | | |
$ | — | |
Property and equipment purchase in accounts payable | |
$ | — | | |
$ | 25 | |
See accompanying notes to condensed consolidated
financial statements.
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
Note
1 – Business Organization, Nature of Operations
Movano Inc., dba Movano Health (the “Company”,
“Movano”, “Movano Health”, “we”, “us” or “our”) was incorporated in Delaware
on January 30, 2018 as Maestro Sensors Inc. and changed its name to Movano Inc. on August 3, 2018. The Company is in the development-stage
and is developing a platform to deliver purpose-driven healthcare solutions at the intersection of medical and consumer devices. Movano
is on a mission to make medical grade data more accessible and actionable for all.
The Company’s solutions are being developed
to provide vital health information, including heart rate, heart rate variability (HRV), sleep, respiration rate, temperature, blood oxygen
saturation (SpO2), steps, and calories as well as glucose and blood pressure data, in a variety of form factors to meet individual
style needs and give users actionable feedback to improve their quality of life.
On April 28, 2021, the Company established Movano
Ireland Limited, organized under the laws of Ireland, as a wholly owned subsidiary of the Company. Operations and activity at the wholly
owned subsidiary were not significant for the six months ended June 30, 2023 and 2022, respectively.
Since inception, the Company has engaged in only limited research
and development of product candidates and underlying technology and the commercialization of our first proposed commercial product, the
Evie Ring. As of June 30, 2023, the Company had not yet completed its first product launch and had not yet recorded any revenues.
On February 6, 2023, the Company completed a $7.5
million underwritten public offering of 5,340,600 shares of its common stock and warrants to purchase up to 2,670,300 shares of common
stock, including the full exercise of the underwriter’s overallotment option. The warrants were offered at the rate of one warrant
for every two shares of purchased common stock and are exercisable at a price per share of $1.57. The public offering price per share,
before the underwriters’ discount and commissions, for each share of common stock and accompanying warrant was $1.40. The net proceeds
from the offering were approximately $6.7 million (See Note 8).
On June 15, 2023, the Company completed a $9.2 million
underwritten public offering of 9,200,000 shares of its common stock, including the full exercise of the underwriter’s overallotment
option. The public offering price per share, before the underwriters’ discount and commissions, for each share of common stock was
$1.00. The net proceeds from the offering were approximately $8.1 million (See Note 8).
The Company has incurred losses from operations
and has generated negative cash flows from operating activities since inception. The Company expects to continue to incur net losses for
the foreseeable future as it continues the development of its technology. The Company’s ultimate success depends on the outcome
of its research and development and commercialization activities, for which it expects to incur additional losses in the future. Through
June 30, 2023, the Company has relied primarily on the proceeds from equity offerings to finance its operations. The Company expects
to require additional financing to fund its future planned operations, including research and development and commercialization of its
products. The Company will likely raise additional capital through the issuance of equity, borrowings, or strategic alliances with partner
companies. However, if such financing is not available at adequate levels, the Company would need to reevaluate its operating plans.
Liquidity and Going Concern
The accompanying condensed consolidated financial
statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company has incurred significant losses and has an accumulated deficit of $109.5 million as
of June 30, 2023. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant
sales. The Company’s existence is dependent upon management’s ability to obtain additional funding sources. These circumstances
raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial
statements are issued.
Adequate additional financing may not be available
to the Company on acceptable terms, or at all. If the Company is unable to raise additional capital and/or enter into strategic alliances
when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its product or any commercialization efforts. There
can be no assurance that the Company’s efforts will result in the resolution of the Company’s liquidity needs. The accompanying
condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue
as a going concern.
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
Note
2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated
financial statements include the accounts of the Company and its wholly owned subsidiary and have been prepared in accordance with U.S.
generally accepted accounting principles (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete
financial statements. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial
statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments
(consisting only of normal recurring adjustments) considered necessary for a fair presentation. Intercompany transactions are eliminated
in the condensed consolidated financial statements. These financial statements should be read in conjunction with the audited financial
statements and notes thereto for the preceding fiscal year contained in the Company’s Annual Report on Form 10-K filed on March
30, 2023 with the United States Securities and Exchange Commission (the “SEC”).
The results of operations for the three and
six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31,
2023. The condensed consolidated balance sheet as of December 31, 2022 has been derived from audited financial statements at that
date but does not include all the information required by GAAP for complete financial statements.
Use of Estimates
The preparation of financial statements in conformity
with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting
periods.
Significant estimates and assumptions reflected
in these condensed consolidated financial statements include, but are not limited to, the accrual of research and development expenses,
the valuation of common stock, stock options and warrants, and income taxes. Estimates are periodically reviewed considering changes in
circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results could
differ from those estimates or assumptions.
Segment Information
Operating segments are defined as components of
an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making
group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in
one segment. The Company’s chief operating decision maker is the Chief Executive Officer.
Cash, Cash Equivalents and Short-term Investments
The Company invests its excess cash primarily
in money market funds, commercial paper and short-term debt securities. The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. As of June 30, 2023 and December 31, 2022, the Company did
not hold any short-term investments.
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
Concentrations of Credit Risk and Off-Balance
Sheet Risk
Cash and cash equivalents are financial instruments
that are potentially subject to concentrations of credit risk. Substantially all cash and cash equivalents are held in United States financial
institutions. Cash equivalents consist of interest-bearing money market accounts. The amounts deposited in the money market accounts exceed
federally insured limits. Further, the Company has amounts in excess of federally insured limits as of June 30, 2023 at one financial
institution that totaled approximately $1.1 million. The Company has not experienced any losses related to this account and believes
the associated credit risk to be minimal due to the financial condition of the depository institutions in which those deposits are held.
The Company is dependent on third-party manufacturers
to supply products for research and development activities. These programs could be adversely affected by a significant interruption in
the supply of such materials.
The Company has no financial instruments with
off-balance sheet risk of loss.
Warrants
Warrants are accounted for as either equity-classified
or liability-classified instructions based on an assessment of the warrant’s specific terms and applicable authoritative guidance.
The assessment considers whether the warrants are freestanding financing instruments and met the definition of a derivative or a liability
and whether the warrants meet all the requirements for equity classification. The assessment, which requires the use of professional judgement,
is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. If
the warrant does meet the characteristics of a liability or a derivative, the warrant is measured at fair value. The derivative liabilities
are remeasured at each period end, on a recurring basis, to the estimated fair value with the changes in fair value reflected as current
period income or loss until the warrant is exercised, extinguished, or expires. If the warrant does not meet the characteristics of a
liability or a derivative, the warrant is classified as equity and recorded at its fair value on the date of issuance. The fair value
is estimated using the Black-Scholes option pricing model or the Monte Carlo methodology which contain estimates and assumptions that
require careful consideration and judgment.
Stock-Based Compensation
The Company measures equity classified stock-based
awards granted to employees, directors, and nonemployees based on the estimated fair value on the date of grant and recognizes compensation
expense of those awards on a straight-line basis over the requisite service period, which is generally the vesting period of the respective
award. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. This
valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in
the calculation including the expected term, the volatility of the Company’s common stock, and an assumed risk-free interest rate.
The Company accounts for forfeitures as they occur.
Early Exercised Stock Option Liability
Upon the early exercise of stock options by employees,
the Company records as a liability the purchase price of unvested common stock that the Company has a right to repurchase if and when
the employment of the stockholder terminates before the end of the requisite service period. The proceeds originally recorded as a liability
are reclassified to additional paid-in capital as the Company’s repurchase right lapses.
Leases
The Company determines if an arrangement is a
lease or implicitly contains a lease at inception based on the lease definition, and if the lease is classified as an operating lease
or finance lease in accordance with Accounting Standards Codification 842, Leases (“ASC 842”). Operating leases are
included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the Company’s condensed consolidated
balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent
the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement
date for existing leases based on the present value of lease payments over the lease term using an estimated discount rate.
For leases which do not provide an implicit rate,
the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value
of lease payments over a similar term. In determining the estimated incremental borrowing rate, the Company considers relevant banking
rates and the Company’s costs incurred for underwriting discounts and financing costs in its previous equity financings. The ROU
assets also include any lease payments made and exclude lease incentives. For operating leases, lease expense is recognized
on a straight-line basis over the lease term. Lease and non-lease components within a contract are generally accounted for separately.
Short-term leases of twelve months or less, if any. are expensed as incurred which approximates the straight-line basis due to the short-term
nature of the leases.
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
Income Taxes
The Company accounts for income taxes using the
asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial
statement and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for
the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax
assets to the amounts expected to be realized. As the Company maintained a full valuation allowance against its deferred tax assets, the
changes resulted in no provision or benefit from income taxes during the three and six months ended June 30, 2023 and 2022.
The Company accounts for unrecognized tax benefits
using a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken
in a tax return. The Company establishes a liability for tax-related uncertainties based on estimates of whether, and the extent to which,
additional taxes will be due. The Company records an income tax liability, if any, for the difference between the benefit recognized and
measured and the tax position taken or expected to be taken on the Company’s tax returns. To the extent that the assessment of such
tax positions changes, the change in estimate is recorded in the period in which the determination is made. The liability is adjusted
considering changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of
liability provisions and changes to the liability that are considered appropriate. Changes in recognition or measurement are reflected
in the period in which the change in judgment occurs.
For interim periods, the Company estimates its
annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. The Company computes
the tax provision or benefit related to items reported separately and recognizes the items net of their related tax effect in the interim
periods in which they occur. The Company recognizes the effect of changes in enacted tax laws or rates in the interim periods in which
the changes occur.
Net Loss per Share
Basic net loss per share is calculated by dividing
the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration for common
stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities
are antidilutive.
Recently Adopted Accounting Pronouncements
In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20)
and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) — Accounting for Convertible Instruments
and Contracts in an Entity’s Own Equity. The amendments in this update reduce the number of accounting models for convertible debt
instruments and convertible preferred stock, resulting in fewer embedded conversion features being recognized separately from their host
contracts. The pronouncement also revises the derivatives scope exception for contracts in an entity’s own equity and improves the
consistency of earnings per share calculations as that relates to convertible instruments. The Company has early-adopted this pronouncement
as of January 1, 2023 using the modified retrospective method of transition. The adoption did not have any impact on the Company’s
condensed consolidated financials.
Note
3 – FAIR VALUE MEASUREMENTS
Financial assets and liabilities are recorded
at fair value. The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based
information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset
or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or
methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in those financial
instruments.
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
A three-tier fair value hierarchy is used to prioritize
the inputs in measuring fair value as follows:
|
Level 1 – |
Quoted prices in active markets for identical assets or liabilities. |
|
Level 2 – |
Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. |
|
Level 3 – |
Significant unobservable inputs that cannot be corroborated by market data. |
The Company measures its cash equivalents at fair
value. The Company classifies its cash equivalents within Level 1 or Level 2 because the Company values these investments using quoted
market prices or alternative pricing sources and models utilizing market observable inputs. The fair value of the Company’s Level
1 financial assets is based on quoted market prices of the identical underlying security. The fair value of the Company’s Level
2 financial assets is based on inputs that are directly or indirectly observable in the market, including the readily-available pricing
sources for the identical underlying security that may not be actively traded.
The asset’s or liability’s fair value measurement level
within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The carrying amounts of prepaid expenses, payroll
tax credit, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments.
The following tables provide a summary of the
assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 (in thousands):
Fair Value Measurements
| |
June 30, 2023 | |
| |
Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| |
| | |
| | |
| | |
| |
Cash equivalents: | |
| | |
| | |
| | |
| |
Money market funds | |
$ | 12,986 | | |
$ | 12,986 | | |
$ | — | | |
$ | — | |
Total cash equivalents | |
$ | 12,986 | | |
$ | 12,986 | | |
$ | — | | |
$ | — | |
| |
December 31, 2022 | |
| |
Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| |
| | |
| | |
| | |
| |
Cash equivalents: | |
| | |
| | |
| | |
| |
Money market funds | |
$ | 8,171 | | |
$ | 8,171 | | |
$ | — | | |
$ | — | |
Total cash equivalents | |
$ | 8,171 | | |
$ | 8,171 | | |
$ | — | | |
$ | — | |
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
Note
4 – CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of the following
(in thousands):
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Cash and cash equivalents: | |
| | |
| |
Cash | |
$ | 1,486 | | |
$ | 2,588 | |
Money market funds | |
| 12,986 | | |
| 8,171 | |
Total cash and cash equivalents | |
$ | 14,472 | | |
$ | 10,759 | |
Note
5 – Property and Equipment
Property and equipment, net, as of June 30,
2023 and December 31, 2022, consisted of the following (in thousands):
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Office equipment and furniture | |
$ | 263 | | |
$ | 263 | |
Software | |
| 144 | | |
| 131 | |
Test equipment | |
| 303 | | |
| 277 | |
Total property and equipment | |
| 710 | | |
| 671 | |
Less: accumulated depreciation | |
| (306 | ) | |
| (228 | ) |
Total property and equipment, net | |
$ | 404 | | |
$ | 443 | |
Total depreciation and amortization expense related to property and
equipment for the three and six months ended June 30, 2023 was approximately $40,000 and $78,000, respectively. Total depreciation
and amortization expense related to property and equipment for the three and six months ended June 30, 2022 was approximately $38,000
and $73,000, respectively.
Note
6 – Other Current Liabilities
Other current liabilities as of June 30,
2023 and December 31, 2022 consisted of the following (in thousands):
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Accrued compensation | |
$ | 1,496 | | |
$ | 2,708 | |
Accrued research and development | |
| 436 | | |
| 536 | |
Accrued vacation | |
| 320 | | |
| 243 | |
Accrued severance payment | |
| 161 | | |
| 517 | |
Accrued sales and marketing | |
| 156 | | |
| — | |
Lease liabilities, current portion | |
| 206 | | |
| 212 | |
Other | |
| 256 | | |
| 205 | |
| |
$ | 3,031 | | |
$ | 4,421 | |
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
Note
7 – REDEEMABLE Convertible Preferred Stock
On March 24, 2021, the Company’s Third
Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State which (i) eliminated the Company’s
Series A and Series B preferred stock, (ii) increased the authorized number of shares of common stock to 75,000,000 and (iii)
authorized 5,000,000 shares of preferred stock at par value of $0.0001 per share. The significant rights and preferences of the preferred
stock will be established by the Company’s Board of Directors (the “Board”) upon issuance of any such series of preferred
stock in the future.
On June 21, 2023, the Company filed a Certificate of Amendment
to its Third Amended and Restated Certificate of Incorporation with the Delaware Secretary of State which (i) increased the authorized
number of shares of common stock to 150,000,000 and (ii) authorized 5,000,000 shares of preferred stock at a par value of $0.0001 per
share, for a total of 155,000,000 authorized shares.
Note
8 – Common Stock
As of June 30, 2023 and December 31, 2022,
the Company was authorized to issue 150,000,000 and 75,000,000 shares of common stock, respectively, with a par value of $0.0001 per share.
As of June 30, 2023 and December 31, 2022, 50,646,661 and 33,659,460 shares were outstanding, respectively.
January and February 2023 Issuance of Common
Stock
On February 6, 2023, the Company completed a $7.5
million underwritten public offering of 5,340,600 shares of its common stock and warrants to purchase up to 2,670,300 shares of common
stock, including the full exercise of the underwriter’s overallotment option. The warrants were offered at the rate of one warrant
for every two shares of purchased common stock and are exercisable at a price per share of $1.57 (See Note 9). The public offering price
per share, before the underwriters’ discount and commissions, for each share of common stock and accompanying warrant was $1.40.
The Company used the relative fair value method to allocate the gross proceeds of approximately $7.5 million between the common stock
and the warrants. The net proceeds from the offering were approximately $6.7 million after the deduction of underwriting discounts, commissions
and other offering expenses that were approximately $0.8 million. The Company recorded the fair value of the warrants of $1.5 million
as additional costs of issuance, thus reducing the net proceeds of $6.7 million to $5.2 million as presented in the accompanying condensed
consolidated statements of stockholders’ equity.
June 2023 Issuance of Common Stock
On June 15, 2023, the Company completed a
$9.2 million underwritten public offering of 9,200,000 shares of its common stock, including the full exercise of the underwriter’s
overallotment option. The public offering price per share, before the underwriters’ discount and commissions, for each share of
common stock and accompanying warrant was $1.00. The net proceeds from the offering were approximately $8.1 million after the deduction
of underwriting discounts, commissions and other offering expenses that were approximately $1.1 million.
At-the-Market Issuance of Common Stock
On August 15, 2022, the Company entered into an
At-the-Market Issuance Agreement (the “Issuance Agreement”) with B. Riley Securities, Inc. (the “Sales Agent”).
Pursuant to the terms of the Issuance Agreement, the Company may sell from time to time through the Sales Agent shares of the Company’s
common stock having an aggregate offering price of up to $50,000,000 (the “Shares”). Sales of Shares, if any, may be made
by means of transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act,
including block trades, ordinary brokers’ transactions on the Nasdaq Capital Market or otherwise at market prices prevailing at
the time of sale, at prices related to prevailing market prices or at negotiated prices or by any other method permitted by law.
Under the terms of the Issuance Agreement, the
Company may also sell Shares to the Sales Agent as principal for its own accounts at a price to be agreed upon at the time of sale. Any
sale of Shares to the Sales Agent as principal would be pursuant to the terms of a separate terms agreement between the Company and the
Sales Agent.
The Company has no obligation to sell any of the
Shares under the Issuance Agreement and may at any time suspend solicitation and offers under the Issuance Agreement.
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
During the six months ended June 30, 2023,
the Company issued and sold an aggregate of 2,200,746 shares of common stock through the Issuance Agreement at a weighted-average
public offering price of $1.35 per share and received net proceeds of $2.9 million. As of June 30, 2023, an aggregate offering
price amount of approximately $44.7 million remains available to be issued and sold under the Issuance Agreement.
Common Stock Reserved for Future Issuance
Common stock reserved for future issuance at June 30,
2023 is summarized as follows:
|
|
June 30, |
|
|
|
2023 |
|
Warrants to purchase common stock |
|
|
4,555,643 |
|
Stock options outstanding |
|
|
7,826,566 |
|
Stock options available for future grants |
|
|
5,558,538 |
|
Total |
|
|
17,940,747 |
|
Early Exercised Stock Option Liability
During the three and six months ended June 30,
2023 and 2022, no shares were issued upon the early exercise of common stock options. The Exercise Notice (Early Exercise) Agreement states
that the Company has the option to repurchase all or a portion of the unvested shares in the event of the separation of the holder from
service to the Company. The shares continue to vest in accordance with the original vesting schedules of the former option agreements.
As of June 30, 2023 and December 31, 2022, the Company has
recorded a repurchase liability for approximately $71,000 and $136,000 for 131,251 and 266,147 shares that remain unvested, respectively.
The weighted average remaining vesting period is approximately 1 year.
Note
9 – Common Stock Warrants
During February 2023, the Board approved the amendment of 293,042 Preferred
A Placement Warrants to extend the maturity date by six months for each warrant and to remove the cashless exercise provision in the warrant
agreements. The amended maturity dates for 234,197 and 58,845 Preferred A Placement Warrants will be in September 2023 and October 2023,
respectively. The Company assessed the accounting treatment of the warrant amendments and determined that the amendments are modifications
for accounting purposes. The Company determined the modifications had an insignificant impact on the condensed consolidated financial
statements.
During March 2023, the Preferred A Lead Investor
Warrants for 52,500 shares of common stock expired.
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
January and February 2023 Warrants
In connection with the sale of common stock during
January and February 2023, the Company issued warrants to purchase shares of common stock to common stockholders and to the underwriter
for 2,322,000 and 348,300 shares, respectively. The warrants are exercisable upon issuance at $1.57 per share and have a 5-year term.
Beginning with the one-year anniversary of the
issuance dates, the Company may redeem the outstanding warrants in whole or in part at $0.25 per warrant at any time after the date on
which (i) the closing price of the Company’s common stock has equaled or exceeded $4.87 for ten consecutive trading days and (ii)
the daily trading volume of the Company’s common stock has exceeded 100,000 shares on each of ten trading days. A minimum of thirty
days prior written notice of redemption is required.
The following is a summary of the Company’s
warrant activity for the six months ended June 30, 2022:
Warrant
Issuance | |
Issuance | |
Exercise
Price | | |
Outstanding,
December 31, 2021 | | |
Granted | | |
Exercised | | |
Canceled/
Expired | | |
Variable
Settlement Provision Adjustment | | |
Outstanding,
June 30, 2022 | | |
Expiration |
Preferred
A Placement Warrants | |
March and April 2018 and August 2019 | |
$ | 1.40 | | |
| 293,042 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 293,042 | | |
March and April 2023 |
Preferred
A Lead Investor Warrants | |
February 2021 | |
$ | 0.0125 | | |
| 52,500 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 52,500 | | |
March 2023 |
Preferred
B Placement Warrants | |
April 2019 | |
$ | 2.10 | | |
| 463,798 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 463,798 | | |
April 2024 |
Convertible
Notes Placement Warrants | |
August 2020 | |
$ | 2.57 | | |
| 171,830 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 171,830 | | |
August 2025 |
Underwriter
Warrants | |
March 2021 | |
$ | 6.00 | | |
| 956,973 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 956,973 | | |
March 2026 |
| |
| |
| | | |
| 1,938,143 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,938,143 | | |
|
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
The following is a summary of the Company’s
warrant activity for the six months ended June 30, 2023:
Warrant
Issuance | |
Issuance | |
Exercise
Price | | |
Outstanding,
December 31, 2022 | | |
Granted | | |
Exercised | | |
Canceled/
Expired | | |
Variable
Settlement Provision Adjustment | | |
Outstanding,
June 30, 2023 | | |
Expiration |
Preferred
A Placement Warrants | |
March and April 2018 and August 2019 | |
$ | 1.40 | | |
| 293,042 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 293,042 | | |
September and October 2023 |
Preferred
A Lead Investor Warrants | |
February 2021 | |
$ | 0.0125 | | |
| 52,500 | | |
| — | | |
| — | | |
| (52,500 | ) | |
| — | | |
| — | | |
March 2023 |
Preferred
B Placement Warrants | |
April 2019 | |
$ | 2.10 | | |
| 463,798 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 463,798 | | |
April 2024 |
Convertible
Notes Placement Warrants | |
August 2020 | |
$ | 2.57 | | |
| 171,830 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 171,830 | | |
August 2025 |
Underwriter
Warrants | |
March 2021 | |
$ | 6.00 | | |
| 956,973 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 956,973 | | |
March 2026 |
January
2023 warrants | |
January 2023 | |
$ | 1.57 | | |
| — | | |
| 2,322,000 | | |
| — | | |
| — | | |
| — | | |
| 2,322,000 | | |
January 2028 |
February
2023 warrants | |
February 2023 | |
$ | 1.57 | | |
| — | | |
| 348,000 | | |
| — | | |
| — | | |
| — | | |
| 348,000 | | |
February 2028 |
| |
| |
| | | |
| 1,938,143 | | |
| 2,670,000 | | |
| — | | |
| (52,500 | ) | |
| — | | |
| 4,555,643 | | |
|
Warrants Classified as Equity
All of the Company’s outstanding warrants
are classified as equity instruments since they do not meet the characteristics of a liability or a derivative and are recorded at fair
value on the date of issuance.
January and February 2023 Warrants
The warrants are classified as an equity instrument
because they are both indexed to the Company’s own stock and classified in stockholders’ equity. The fair value of the warrants was
estimated using a Monte Carlo simulation approach. Subsequent changes in fair value are not recognized as long as the warrants
continue to be classified in equity. The fair value at the issuance date was calculated utilizing the Monte Carlo univariate pricing model,
which simulates a distribution of stock prices for Movano throughout the remaining performance period, based on certain assumptions of
stock price behavior.
The following major assumptions were used: (1)
the stock price of the Company follows a geometric Brownian motion; (2) the daily stock price for the Company is simulated until the termination
date using a volatility estimate based on term-match daily stock price returns of peer companies; and (3) the valuation is done under
a risk-neutral framework using the term-matched zero-coupon risk-free interest rate.
The major inputs were:
| |
Issuance
Date | |
Dividend yield | |
| 0 | % |
Expected volatility | |
| 60.83 | % |
Risk-free interest rate | |
| 3.54 | % |
Expected life | |
| 5.0 years | |
Valuation date common stock price | |
$ | 1.39 | |
The fair value of the January and February 2023 warrants at the issuance
date is approximately $1.5 million.
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
Note
10 – Stock-based Compensation
2019 Equity Incentive Plan
Effective as of November 18, 2019, the Company
adopted the 2019 Omnibus Incentive Plan (“2019 Plan”) administered by the Board. The 2019 Plan provides for
the issuance of incentive stock options, non-statutory stock options, and restricted stock awards, for the purchase of up to a total of
4,000,000 shares of the Company’s common stock to employees, directors, and consultants and replaces the previous plan. The Board
or a committee of the Board has the authority to determine the amount, type, and terms of each award. The options granted under the 2019 Plan
generally have a contractual term of ten years and a vesting term of four years with a one-year cliff. The exercise price for options
granted under the 2019 Plan must generally be at least equal to 100% of the fair value of the Company’s common stock at the
date of grant, as determined by the Board. The incentive stock options granted under the 2019 Plan to 10% or greater stockholders
must have an exercise price at least equal to 110% of the fair value of the Company’s common stock at the date of grant, as determined
by the Board, and have a contractual term of ten years. Subsequent amendments to the 2019 Plan increased the aggregate number of shares
of common stock that may be issued pursuant to the 2019 Plan to 13,400,000.
As of June 30, 2023, the Company had 4,255,621
shares available for future grant pursuant to the 2019 Plan.
2021 Employment Inducement Plan
On September 15, 2021 the Company’s Board
adopted the Movano, Inc. 2021 Inducement Award Plan (the “Inducement Plan”) without stockholder approval pursuant
to Rule 5635(c)(4) of the Nasdaq Stock Market LLC listing rules (“Rule 5635(c)(4)”). In accordance with Rule 5635(c)(4), awards
under the Inducement Plan may only be made to a newly hired employee who has not previously been a member of the Company’s
Board, or an employee who is being rehired following a bona fide period of non-employment by the Company or a subsidiary, as a material
inducement to the employee’s entering into employment with the Company or its subsidiary. An aggregate of 2,000,000 shares
of the Company’s common stock have been reserved for issuance under the Inducement Plan.
As of June 30, 2023, the Company had 1,302,917
shares available for future grant under the Inducement Plan.
Stock Options
Stock option activity for the six months ended
June 30, 2023 was as follows (in thousands, except share, per share, and remaining life data):
|
|
Number of
Options |
|
|
Weighted
Average
Exercise
Price |
|
|
Weighted
Average
Remaining
Life |
|
Intrinsic
Value |
|
Outstanding at December 31, 2022 |
|
|
6,919,894 |
|
|
$ |
2.34 |
|
|
8.2 years |
|
$ |
2,034 |
|
Granted |
|
|
1,415,375 |
|
|
$ |
1.29 |
|
|
|
|
|
|
|
Exercised |
|
|
(245,855 |
) |
|
$ |
0.44 |
|
|
|
|
|
|
|
Cancelled |
|
|
(262,848 |
) |
|
$ |
2.60 |
|
|
|
|
|
|
|
Outstanding at June 30, 2023 |
|
|
7,826,566 |
|
|
$ |
2.21 |
|
|
8.1 years |
|
$ |
1,390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable as of June 30, 2023 |
|
|
4,669,216 |
|
|
$ |
1.83 |
|
|
7.7 years |
|
$ |
1,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest as of June 30, 2023 |
|
|
7,676,366 |
|
|
$ |
2.18 |
|
|
8.1 years |
|
$ |
1,354 |
|
The weighted-average grant date fair value of options granted during
the six months ended June 30, 2023 and 2022, was $1.29 and $1.43, respectively. During the six months ended June 30, 2023 and
2022, 245,855 and 47,000 options were exercised for proceeds of $109,000 and $19,000, respectively. The fair value of the 979,018 and
1,006,430 options that vested during the six months ended June 30, 2023 and 2022 was approximately $1.6 million and $2.0 million,
respectively.
On June 21, 2022, the Company granted an
award of 100,000 options to the Company’s founder at an exercise price of $5.00 per share. The options would have vested in
full upon the shipment of 20,000 product units on or before June 30, 2023. For the six months ended June 30, 2023, the
Company has not recognized stock compensation expense of approximately $100,000 related to this award as the successful achievement
of the performance condition is not probable.
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
The Company estimated the fair value of stock
options using the Black-Scholes option pricing model. The fair value of the stock options was estimated using the following weighted average
assumptions for the six months ended June 30, 2023 and 2022.
| |
Six Months Ended June 30, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Dividend yield | |
| — | % | |
| — | % |
Expected volatility | |
| 62.36 | % | |
| 61.86 | % |
Risk-free interest rate | |
| 3.69 | % | |
| 2.38 | % |
Expected life | |
| 5.98 years | | |
| 6.06 years | |
Dividend Rate—The expected dividend
rate was assumed to be zero, as the Company had not previously paid dividends on common stock and has no current plans to do so.
Expected Volatility—The expected
volatility was derived from the historical stock volatilities of several public companies within the Company’s industry that the
Company considers to be comparable to the business over a period equivalent to the expected term of the stock option grants.
Risk-Free Interest Rate—The risk-free
interest rate is based on the interest yield in effect at the date of grant for zero coupon U.S. Treasury notes with maturities approximately
equal to the option’s expected term.
Expected Term—The expected term represents
the period that the Company’s stock options are expected to be outstanding. The expected term of option grants that are considered
to be “plain vanilla” are determined using the simplified method. The simplified method deems the term to be the average of
the time-to-vesting and the contractual life of the options. For other option grants not considered to be “plain vanilla,”
the Company determined the expected term to be the contractual life of the options.
Forfeiture Rate—The Company recognizes
forfeitures when they occur.
The Company has recorded stock-based compensation
expense for the three and six months ended June 30, 2023 and 2022 related to the issuance of stock option awards to employees and
nonemployees in the condensed consolidated statement of operations and comprehensive loss as follows (in thousands):
| |
Three Months Ended
June 30, | | |
Six Months Ended
June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Research and development | |
$ | 233 | | |
$ | 301 | | |
$ | 450 | | |
$ | 607 | |
Sales, general and administrative | |
| 538 | | |
| 460 | | |
| 1,045 | | |
| 869 | |
| |
$ | 771 | | |
$ | 761 | | |
$ | 1,495 | | |
$ | 1,476 | |
As of June 30, 2023, unamortized compensation
expense related to unvested stock options (excluding the performance award previously described above) was approximately $5.9 million,
which is expected to be recognized over a weighted average period of 2.6 years.
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
Note
11 – Commitments and Contingencies
Operating Leases
As of June 30, 2023, the Company had one
office lease for the corporate headquarters and laboratory space.
On April 15, 2021, the Company executed a
lease agreement for corporate office space. The lease commenced on May 14, 2021 when the improvements were completed by the landlord
and the Company had access to the facility. The lease term is 40 months, and the base rent is approximately $14,000 per month for
the first twelve months, with subsequent escalation provisions for future months. The Company paid a security deposit of approximately
$47,000.
On April 22, 2022, the Company executed an
amendment to its corporate office lease agreement for additional corporate office space. The lease term for the additional space is 36 months
from the expansion commencement date of June 23, 2022. The base rent is approximately $5,100 per month for the first twelve months, with
subsequent escalation provisions for future months. The Company paid an additional security deposit of approximately $5,500.
The balances of the operating lease related accounts
as of June 30, 2023 and December 31, 2022 are as follows (in thousands):
Operating leases | |
As of June 30,
2023 | | |
As of December 31,
2022 | |
Right-of-use assets | |
$ | 296 | | |
$ | 389 | |
Operating lease liabilities - Short-term | |
$ | 206 | | |
$ | 212 | |
Operating lease liabilities - Long-term | |
$ | 121 | | |
$ | 214 | |
The components of lease expense and supplemental
cash flow information as of and for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands):
| |
Three Months Ended
June 30, | | |
Six Months Ended
June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
Lease Cost: | |
| | |
| | |
| | |
| |
Operating lease cost | |
$ | 64 | | |
$ | 48 | | |
$ | 128 | | |
$ | 93 | |
| |
| | | |
| | | |
| | | |
| | |
Other Information: | |
| | | |
| | | |
| | | |
| | |
Cash paid for amounts included in the measurement of lease liabilities for the year ended | |
$ | 60 | | |
$ | 48 | | |
$ | 119 | | |
$ | 90 | |
Weighted average remaining lease term - operating leases (in years) | |
| 1.4 | | |
| 2.5 | | |
| 1.4 | | |
| 2.5 | |
Average discount rate - operating lease | |
| 10.00 | % | |
| 10.00 | % | |
| 10.00 | % | |
| 10.00 | % |
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
Future minimum lease payments for the operating
lease are as follows as of June 30, 2023 (in thousands):
2023 | |
$ | 123 | |
2024 | |
| 203 | |
2025 | |
| 27 | |
Total lease payments | |
| 353 | |
Less: Interest | |
| (26 | ) |
Total operating lease liability | |
$ | 327 | |
Litigation
From time to time, the Company may become involved
in various litigation and administrative proceedings relating to claims arising from its operations in the normal course of business.
Management is not currently aware of any matters that may have a material adverse impact on the Company’s business, financial position,
results of operations or cash flows.
Indemnification
The Company enters into standard indemnification
agreements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse
the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent
or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification
agreements is generally perpetual after the execution of the agreement. The maximum potential amount of future payments the Company could
be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the
future, but have not yet been made. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification
agreements.
The Company has entered into indemnification agreements
with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise
by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.
No amounts associated with such indemnifications
have been recorded as of June 30, 2023.
Non-cancelable Obligations
The Company also had $0.4 million of non-cancelable
contractual commitments as of June 30, 2023, primarily related to its vendor arrangements. These commitments are generally due within
one to twelve months.
Movano Inc.
Notes to Condensed Consolidated Financial Statements
For the three months and six months ended June
30, 2023 and 2022
(Unaudited)
Note
12 – NET LOSS PER SHARE
The following table provides the computation of
the basic and diluted net loss per share during the three and six months ended June 30, 2023 and 2022 (in thousands, except share
and per share data):
| |
Three Months Ended
June 30, | | |
Six Months Ended
June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Numerator: | |
| | |
| | |
| | |
| |
Net loss | |
$ | (7,267 | ) | |
$ | (6,868 | ) | |
$ | (14,363 | ) | |
$ | (13,800 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average shares used in computing net loss per share, basic and diluted | |
| 43,056,785 | | |
| 32,793,907 | | |
| 40,314,164 | | |
| 32,769,093 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss per share, basic and diluted | |
$ | (0.17 | ) | |
$ | (0.21 | ) | |
$ | (0.36 | ) | |
$ | (0.42 | ) |
The potential shares of common stock that were
excluded from the computation of diluted net loss per share for the six months ended June 30, 2023 and 2022 because including them
would have been antidilutive are as follows:
| |
Six Months Ended
June 30, | |
| |
2023 | | |
2022 | |
Shares subject to options to purchase common stock | |
| 7,676,366 | | |
| 6,719,312 | |
Shares subject to warrants to purchase common stock | |
| 4,555,643 | | |
| 1,938,143 | |
Total | |
| 12,232,009 | | |
| 8,657,455 | |
For both the three and six months ended June 30,
2023, performance-based option awards for 150,200 shares of common stock and for the three and six months ended June 30, 2022, performance-based
option awards for 150,200 and 50,200 shares of common stock, respectively, are not included in the table above or considered in the calculation
of diluted earnings per share because the performance conditions of the option award are not considered probable by the Company.
Item 2. 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:
|
● |
our limited operating history and our ability to achieve profitability; |
|
|
|
|
● |
our ability to continue as a going concern and our need for and ability to obtain additional capital in the future; |
|
● |
our ability to demonstrate the feasibility of and develop products and their underlying technologies; |
|
● |
the impact of competitive or alternative products, technologies and pricing; |
|
● |
our ability to attract and retain highly qualified personnel; |
|
● |
our dependence on consultants to assist in the development of our technologies; |
|
● |
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; |
|
● |
the impact of macroeconomic and geopolitical conditions, including
increases in prices caused by rising inflation; |
|
● |
our dependence on the successful commercialization of our proposed solution; |
|
● |
our dependence on third parties to design, manufacture, market and distribute our proposed products; |
|
● |
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; |
|
● |
our ability to obtain, expand and maintain patent protection in the future, and to protect our non-patented intellectual property; |
|
● |
the impact of any claims of intellectual property infringement, trade secret misappropriation, product liability, product recalls or other claims; |
|
● |
our need to secure required FCC, FDA and other regulatory approvals from governmental authorities in United States; |
|
● |
the impact of healthcare regulations and reform measures; |
|
● |
the accuracy of our estimates of market size for our planned solution; |
|
● |
our ability to implement and maintain effective control over financial reporting and disclosure controls and procedures; |
|
● |
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, 2022 (the “2022 Form 10-K”) and subsequently
filed Quarterly Reports on Form 10-Q. 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 is developing a platform to deliver purpose-driven
healthcare solutions to bring medical-grade, high-quality data to the forefront of consumer health devices.
Our initial commercial product in development
is the Evie Ring, which is a wearable designed specifically for women. The Evie Ring combines health and wellness metrics to give a full
picture of one’s health, which we expect to 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
will provide women and their network of caregivers 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.
We are seeking FDA clearance for the Evie Ring, which will make it
one of the first consumer wearables that is also FDA cleared for medical use. In July of 2023, we filed our first 510(k) submission to
the FDA for the Evie Ring’s pulse oximeter to monitor heart and SpO2 data, following a successful pivotal hypoxia trial
during the fourth quarter of 2022. The submission has passed the first milestone of the review process, an initial review for completeness,
and is now under full review by the FDA. The FDA clearance of these metrics would ensure confidence of the Evie Ring’s vital signs
monitoring capabilities and could make the device attractive for doctors and in clinical trials for patient monitoring.
In addition to the Evie 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 development stage company with a
limited operating history. To date, we have invested substantially all of our efforts and financial resources into (i) the research
and development of the products we are developing, including conducting clinical studies and related sales, general and
administrative costs, and (ii) the commercialization of our first proposed commercial product, the Evie Ring. To date, we have
funded our operations primarily from the sale of our equity securities.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of
our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these
unaudited condensed consolidated financial statements requires us to make estimates and assumptions for the reported amounts of assets,
liabilities, revenues, expenses, and related disclosures. Our estimates are based on our 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 and any such differences may be material. There have been no material changes in our critical accounting policies
during the three and six months ended June 30, 2023, as compared to those disclosed in the 2022 Form 10-K.
Results of Operations
Three and six months ended June 30, 2023
and 2022
Our condensed consolidated statements of operations
for the three and six months ended June 30, 2023 and 2022 as discussed herein are presented below.
|
|
Three
Months Ended
June 30, |
|
|
Change |
|
|
Six
Months Ended
June 30, |
|
|
Change |
|
|
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
|
|
(in thousands,
except share and per share data) |
|
(in thousands,
except share and per share data) |
|
OPERATING
EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and development |
|
$ |
4,171 |
|
|
$ |
4,112 |
|
|
$ |
59 |
|
|
|
1 |
% |
|
$ |
8,065 |
|
|
$ |
8,703 |
|
|
$ |
(638 |
) |
|
|
-7 |
% |
Sales,
general and administrative |
|
|
3,213 |
|
|
|
2,734 |
|
|
|
479 |
|
|
|
18 |
% |
|
|
6,522 |
|
|
|
5,081 |
|
|
|
1,441 |
|
|
|
28 |
% |
Total
operating expenses |
|
|
7,384 |
|
|
|
6,846 |
|
|
|
538 |
|
|
|
8 |
% |
|
|
14,587 |
|
|
|
13,784 |
|
|
|
803 |
|
|
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from
operations |
|
|
(7,384 |
) |
|
|
(6,846 |
) |
|
|
(538 |
) |
|
|
-8 |
% |
|
|
(14,587 |
) |
|
|
(13,784 |
) |
|
|
(803 |
) |
|
|
-6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
(expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
and other income (expense), net |
|
|
117 |
|
|
|
(22 |
) |
|
|
139 |
|
|
|
-632 |
% |
|
|
224 |
|
|
|
(16 |
) |
|
|
240 |
|
|
|
-1500 |
% |
Other
income (expense), net |
|
|
117 |
|
|
|
(22 |
) |
|
|
139 |
|
|
|
632 |
% |
|
|
224 |
|
|
|
(16 |
) |
|
|
240 |
|
|
|
1500 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(7,267 |
) |
|
$ |
(6,868 |
) |
|
$ |
(399 |
) |
|
|
-6 |
% |
|
$ |
(14,363 |
) |
|
$ |
(13,800 |
) |
|
$ |
(563 |
) |
|
|
-4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
per share, basic and diluted |
|
$ |
(0.17 |
) |
|
$ |
(0.21 |
) |
|
|
|
|
|
|
|
|
|
$ |
(0.36 |
) |
|
$ |
(0.42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares used in computing net loss per share, basic and diluted |
|
|
43,056,785 |
|
|
|
32,793,907 |
|
|
|
|
|
|
|
|
|
|
|
40,314,164 |
|
|
|
32,769,093 |
|
|
|
|
|
|
|
|
|
Research and Development
Research and development expenses totaled $4.2 million
and $4.1 million for the three months ended June 30, 2023 and 2022, respectively. This increase of $0.1 million was due
primarily to an increase in research and laboratory expenses, which was partially offset by lower Company headcount with respect to research
and development employees and lower other professional fees. Research and development expenses for the three months ended June 30,
2023 included expenses related to employee compensation of $1.8 million, other professional fees of $1.4 million, research and
laboratory expenses of $0.8 million, and other expenses of $0.2 million. Research and development expenses for the three months
ended June 30, 2022 included expenses related to employee compensation of $2.2 million, other professional fees of $1.2 million,
research and laboratory expenses of $0.5 million, and other expenses of $0.1 million.
Research and development expenses totaled $8.1 million
and $8.7 million for the six months ended June 30, 2023 and 2022, respectively. This decrease of $0.6 million was due primarily
to lower Company headcount with respect to research and development employees and lower other professional fees, which was partially offset
by an increase in research and laboratory expenses. Research and development expenses for the six months ended June 30, 2023 included
expenses related to employee compensation of $3.3 million, other professional fees of $2.5 million, research and laboratory
expenses of $1.7 million, and other expenses of $0.6 million. Research and development expenses for the six months ended June 30,
2022 included expenses related to employee compensation of $4.6 million, other professional fees of $2.8 million, research and
laboratory expenses of $0.8 million, and other expenses of $0.5 million.
Sales, General and Administrative
Sales, general and administrative expenses totaled
$3.2 million and $2.7 million for the three months ended June 30, 2023 and 2022, respectively. This increase of $0.5 million
was due primarily to the growth of the Company and its activities. Sales, general and administrative expenses for the three months ended
June 30, 2023 included expenses related to employee and board of director compensation of $1.7 million, professional and consulting
fees of $0.6 million, and other expenses of $0.9 million. Sales, general and administrative expenses for the three months ended
June 30, 2022 included expenses related to employee and board of director compensation of $1.5 million, professional and consulting
fees of $0.6 million, and other expenses of $0.6 million.
Sales, general and administrative expenses totaled
$6.5 million and $5.1 million for the six months ended June 30, 2023 and 2022, respectively. This increase of $1.4 million
was due primarily to the growth of the Company and its activities. Sales, general and administrative expenses for the six months ended
June 30, 2023 included expenses related to employee and board of director compensation of $3.4 million, professional and consulting
fees of $1.2 million, and other expenses of $1.9 million. Sales, general and administrative expenses for the three months ended
June 30, 2022 included expenses related to employee and board of director compensation of $2.7 million, professional and consulting
fees of $1.3 million, and other expenses of $1.1 million.
Loss from Operations
Loss from operations was $7.4 million for
the three months ended June 30, 2023, as compared to $6.8 million for the three months ended June 30, 2022.
Loss from operations was $14.6 million for
the six months ended June 30, 2023, as compared to $13.8 million for the six months ended June 30, 2022.
Other Income (Expense), Net
Other income (expense), net for the three months
ended June 30, 2023 was a net other income of $117,000 as compared to a net other expense of $22,000 for the three months ended
June 30, 2022.
Other income (expense), net for the six months
ended June 30, 2023 was a net other income of $224,000 as compared to a net other expense of $16,000 for the six months ended
June 30, 2022.
Net Loss
As a result of the foregoing, net loss was $7.3 million
for the three months ended June 30, 2023, as compared to $6.9 million for the three months ended June 30, 2022.
As a result of the foregoing, net loss was $14.4 million
for the six months ended June 30, 2023, as compared to $13.8 million for the six months ended June 30, 2022.
Liquidity and Capital Resources
At June 30, 2023, we had cash and cash equivalents totaling $14.5 million.
During the six months ended June 30, 2023, we used $14.0 million of cash in our operating activities. Our cash and cash equivalents
are expected to be sufficient to enable us to complete the development and initial commercial launch of our first proposed commercial
product, the Evie Ring. However, our cash and cash equivalents are not expected to be sufficient to fund our operations for the next twelve
months after the date these condensed consolidated financial statements are issued.
In August 2022, we entered into an at-the-market issuance (“ATM”)
agreement with B. Riley Securities Inc., or B. Riley, to sell shares of our common stock for aggregate gross proceeds of up to $50.0
million, from time to time, through an ATM equity offering program under which B. Riley acts as sales agent. During the six months
ended June 30, 2023, the Company sold an aggregate of 2,200,746 shares of common stock through the ATM program
for proceeds of approximately $2.9 million, net of commissions paid. Approximately $44.7 million remains available on the ATM
equity offering program at June 30, 2023.
We expect to continue to incur significant expenses and increasing operating losses for
at least the next several years. We anticipate that our expenses will increase substantially as we:
|
● |
advance the engineering design and development of the Evie Ring and other potential products; |
|
● |
prepare applications required for marketing approval of the Evie Ring in the United States; |
|
● |
develop our plans for manufacturing, distributing and marketing the Evie Ring and other potential products; and |
|
● |
add operational, financial and management information systems and personnel, including personnel to support our product development, planned commercialization efforts and our operation as a public company. |
Until we can generate a sufficient amount of revenue
from our planned products, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings
or corporate collaborations and licensing arrangements. 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 delay, reduce the scope of or eliminate one or more of our
research or development programs or our commercialization efforts 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. To the extent that we raise additional funds through collaborations and licensing arrangements,
it may be necessary to relinquish some rights to our technologies or applications or grant licenses on terms that may not be favorable
to us. 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 (in thousands):
| |
Six Months Ended
June 30, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Net cash used in operating activities | |
$ | (13,964 | ) | |
$ | (12,153 | ) |
Net cash provided by / (used in) investing activities | |
| (39 | ) | |
| 11,548 | |
Net cash provided by financing activities | |
| 17,716 | | |
| 19 | |
Net increase / (decrease) in cash and cash equivalents | |
$ | 3,713 | | |
$ | (586 | ) |
Operating Activities
During the six months ended June 30, 2023,
the Company used cash of $14.0 million in operating activities, as compared to $12.2 million used in operating activities during
the six months ended June 30, 2022.
The $14.0 million used in operating activities
during the six months ended June 30, 2023 was primarily attributable to our net loss of $14.4 million during the period and
changes in our operating assets and liabilities totaling $1.2 million. These items were offset by non-cash items, including stock-based
compensation of $1.6 million.
The $12.2 million used in operating activities
during the six months ended June 30, 2022 was primarily attributable to our net loss of $13.8 million during the period and
changes in our operating assets and liabilities totaling $33,000. These items were offset by non-cash items, including stock-based compensation
of $1.5 million, accretion of discount on short-term investments of $0.1 million, and loss on the disposal of property and equipment
of $44,000.
Investing Activities
During the six months ended June 30, 2023
the Company used cash of $39,000 in investing activities, consisting of purchases of property and equipment.
During the six months ended June 30, 2022
the Company was provided cash of $11.5 million in investing activities, consisting primarily of $11.6 million from maturities
of short-term investments.
Financing Activities
During the six months ended June 30, 2023, the Company was provided
cash of $17.7 million which included net proceeds of $6.7 million and $8.1 million from the issuance of common stock in
public offerings in February 2023 and June 2023, respectively, net proceeds of $2.9 million from the issuance of common stock through
the ATM equity offering program and $0.1 million from the issuance of common stock upon the exercise of common stock options.
During the six months ended June 30, 2022,
the Company was provided cash of $19,000 from the issuance of common stock.
Off-Balance Sheet Transactions
At June 30, 2023, the Company did not have
any transactions, obligations or relationships that could be considered off-balance sheet arrangements.
Non-cancelable Obligations
The Company also had approximately $0.4 million
of non-cancelable contractual commitments as of June 30, 2023, primarily related to its vendor arrangements. These commitments are
generally due within one to twelve months.
Item 3. Quantitative and Qualitative Disclosure
About Market Risk
As a smaller reporting company, we are not required
to provide the information required by this Item 3.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We are responsible for maintaining disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls
and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under
the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including
our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Based on our management’s evaluation (with
the participation of our principal executive officer and our principal financial officer) of our disclosure controls and procedures as
required by Rule 13a-15 under the Exchange Act, our principal executive officer and our principal financial officer have concluded that,
due to the previously identified material weakness in our internal controls over financial reporting that is described below, our disclosure
controls and procedures were not effective as of June 30, 2023, the end of the period covered by this report.
A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed
in our 2022 Form 10-K, we identified one material weakness in our internal control over financial reporting at December 31, 2022
related to ineffective design and operation of our financial close and reporting controls. Specifically, we did not design and maintain
effective controls over certain account reviews and analyses and certain information technology general controls. Although we are making
efforts to remediate these issues, these efforts may not be sufficient to avoid similar material weaknesses in the future.
Inherent Limitations on Effectiveness of
Controls
Our management, including our principal executive
officer and our principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting
will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud
will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also
be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation
of control effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions
or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control over Financial
Reporting
There were no changes in our internal
control over financial reporting during the six months ended June 30, 2023 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently a party to any pending legal
proceedings that we believe will have a material adverse effect on our business or financial condition. We may, however, be subject to
various claims and legal actions arising in the ordinary course of business from time to time.
Item 1A. Risk Factors
We operate in a rapidly changing environment that
involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond
our control. In addition to the other information set forth in this report, the risks and uncertainties that we believe are most important
for you to consider are discussed in Part I, “Item 1A. Risk Factors” in the 2022 Form 10-K and subsequently filed Quarterly
Reports on Form 10-Q.
Item 2. Recent Sales of Unregistered Securities;
Use of Proceeds from Registered Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Securities Trading Plans of Directors and
Executive Officers
During
the three months ended June 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or
written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)
or any “non-Rule 10b5-1 trading arrangement.”
Item 6. Exhibits
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
MOVANO INC. |
|
|
|
Date: August 14, 2023 |
By: |
/s/ John Mastrototaro |
|
|
John Mastrototaro |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
|
|
|
MOVANO INC. |
|
|
|
Date: August 14, 2023 |
By: |
/s/ J. Cogan |
|
|
J. Cogan |
|
|
Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
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move:segments
I, J. Cogan, certify that:
In connection with the Quarterly Report of Movano
Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), we, John Mastrototaro, Chief Executive Officer of the Company, and J. Cogan, Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002,
that:
A signed original of this written statement required
by Section 906 has been provided to Movano Inc. and will be retained by Movano Inc. and furnished to the Securities and Exchange Commission
or its staff upon request.