03/23/2026 | Press release | Distributed by Public on 03/23/2026 15:36
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Incentive Stock Option (right to buy) | (2) | 03/19/2036 | Common Stock | 2,902,143 | $10.06 | D | |
| Series B Convertible Preferred Stock(3) | (4) | (5) | Common Stock | 24,533 | $0 | D | |
| Series B Convertible Preferred Stock(3) | (4) | (5) | Common Stock | 140 | $0 | I | By Ainsworth Holdings, LLC(6) |
| Series C Non-Voting Convertible Preferred Stock(3) | (7) | (5) | Common Stock | 5,484,388 | $0 | D | |
| Series C Non-Voting Convertible Preferred Stock(3) | (7) | (5) | Common Stock | 31,270 | $0 | I | By Ainsworth Holdings, LLC(6) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Demsey Seth 3401 NORTH FAIRFAX DRIVE, SUITE 3230 ARLINGTON, VA 22226 |
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| /s/ Seth Demsey | 03/23/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. RSUs vest in equal quarterly installments over four years following the closing of the Merger (as defined below). |
| (2) | Options will vest in equal quarterly installments over four years following the closing of the Merger. |
| (3) | Granted pursuant to the Amended and Restated Agreement and Plan of Merger dated as of March 19, 2026 (the "Merger Agreement") among Movano Inc. (the "Movano" or the "Issuer"), Corvex, Inc. ('Corvex"), Thor Merger Sub, Inc., a Delaware corporation, and a wholly owned subsidiary of Movano, under which (a) the Merger Sub merged with and into Corvex, with Corvex surviving as a wholly-owned subsidiary of Movano (the "Merger"). Movano's name following the Merger was changed to "Corvex, Inc." |
| (4) | In accordance with the Merger Agreement, in exchange for the shares of common stock of Corvex held by the Reporting Person, at the effective time of the Merger, the Reporting Person received 24.5327 shares of Issuer Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") and Ainsworth (as defined below) received 0.1399 shares of Issuer Series B Preferred Stock, which shall automatically convert into 24,533 shares and 140 shares, respectively, of Issuer common stock, par value $0.0001 per share ("Common Stock") on March 31, 2026. |
| (5) | The preferred stock is perpetual and therefore has no expiration date. |
| (6) | The securities are held by Ainsworth Holdings, LLC ("Ainsworth"). The Reporting Person is the managing member of Ainsworth and has sole voting and dispositive power over the Issuer common stock held by Ainsworth. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| (7) | In accordance with the Merger Agreement, in exchange for the shares of common stock of Corvex held by the Reporting Person, at the effective time of the Merger, the Reporting Person received 5,484.3883 shares of Issuer Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stock") and Ainsworth received 31.2700 shares of Issuer Series C Preferred Stock, which shall automatically convert into 5,484,388 shares and 31,270 shares, respectively, of Issuer Common Stock subject to and contingent upon the affirmative vote of a majority of the shares of Common Stock entitled to vote at a meeting of stockholders of the Issuer to approve the issuance of shares of Common Stock underlying the Series C Preferred Stock. |