United States securities and exchange commission logo
July 27, 2020
Michael Leabman
Chief Executive Officer
Movano Inc.
6200 Stoneridge Mall Rd., Suite 300
Pleasanton, CA 94588
Re: Movano Inc.
Draft Registration
Statement on Form S-1
Filed June 30, 2020
CIK No. 0001734750
Dear Mr. Leabman:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 filed June 30, 2020
Implications of Being an Emerging Growth Company, page 2
1. Please supplementally
provide us with copies of all written communications, as defined in
Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential
investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies
of the communications.
Business, page 27
2. Please briefly disclose
how you currently intend to non-invasively measure blood glucose
levels directly from
the blood vessel so that investors can better understand the technology
you are trying to
develop.
Michael Leabman
FirstName LastNameMichael Leabman
Movano Inc.
Comapany
July NameMovano Inc.
27, 2020
July 27,
Page 2 2020 Page 2
FirstName LastName
3. We note your image of a wearable device and your disclosure that you
have developed an
"iPhone-sized prototype" for initial testing on page 28. Please
balance your disclosure to
clarify whether any of these features or functions actually exists in
a smaller wearable
device depicted, either in completed form or in a prototype, or
whether they are features
and functionality that do not currently exist and may not be available
in a smaller form.
4. We note your estimates for market opportunities and specific data
points, including your
statement that, "demand for CGMs, in general, continues to increase,
with approximately
three million worldwide users and industry sales estimated at more
than $4.0 billion in
2019." Please disclose in the filing the basis, including any sources
and assumptions, for
these statements and describe the specific risks relating to your
assumptions.
5. We note your statement that you have "advanced cloud analytics." We
also note that your
cloud service is still in development. Please revise your disclosure
to describe the current
state of development of your cloud service or analytics and discuss
how your cloud
analytics are "advanced" given your note they are still in
development.
6. We note your disclosure that you have conducted preliminary tests
using a prototype of
your CGM product and plan to expand your testing throughout the second
half of 2020.
Please provide additional detail on the preliminary tests, such as
type and quantity of the
preliminary testing, and quantify your plan to expand testing.
Regulation, page 32
7. We note your risk factor on page 16 of your prospectus relating to
your expectation that
your planned CGM product candidate will be subject to regulation by
the FCC. Please
include a brief discussion of the material FCC regulations that may
impact your potential
CGM product candidate.
Strategy, page 34
8. Please disclose the material terms of the strategic partnership with a
leading specialty
foundry for manufacturing and supplying your ICs and file it as an
exhibit or explain to us
why it is not material to an investment decision.
Competition, page 35
9. We note your statement that the CGM market is currently dominated by
large companies,
such as Dexcom, Abbott and Medtronic. Please revise to describe your
competitive
position in your industry and your methods of competition. Refer to
Item 101(h)(4)(iv) of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
36
10. We note that you have entered into a Note under the Paycheck
Protection Program,
pursuant to which the company borrowed $0.4 million. Please disclose
the following:
Michael Leabman
Movano Inc.
July 27, 2020
Page 3
(i) the material terms of the loan; (ii) how you intend to use the loan
proceeds; and (iii)
whether you expect the loan to be forgiven. Please revise your risk
factor section to
disclose any associated risks with the loan, including, but not limited
to the risk that all or
parts of the loan may not be forgiven.
Critical Accounting Policies and Estimates
Fair Value of Common Stock, page 43
11. Once you have an estimated offering price or range, please explain to us
how you
determined the fair value of the common stock underlying your equity
issuances and the
reasons for any differences between the recent valuations of your common
stock leading
up to the IPO and the estimated offering price. This information will
help facilitate our
review of your accounting for equity issuances including stock
compensation and
beneficial conversion features.
Officers and Directors, page 44
12. For each director, briefly discuss the specific experience,
qualifications, attributes or skills
that led to the conclusion that the person should serve as a director for
the company in
light of the company's business and structure. Refer to Item 401(e)(1) of
Regulation S-
K. We also note your disclosure on page 57 that you will have a
classified board. Please
identify which class each director will belong to and when each class s
term will expire.
Use of Proceeds, page 53
13. Please specify how far in the development of your CGM product candidate
you expect to
reach with the proceeds of the offering. To the extent any material
amounts of other funds
are necessary to accomplish the specified purposes, state the amounts and
sources of other
funds needed for each specified purpose and the sources. Refer to
Instruction 3 to Item
504 of Regulation S-K.
You may contact Rolf Sundwall at 202-551-3105 or Lisa Vanjoske at
202-551-3614 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jason L. Drory at 202-551-8342 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
FirstName LastNameMichael Leabman
Division of
Corporation Finance
Comapany NameMovano Inc.
Office of Life
Sciences
July 27, 2020 Page 3
cc: Mark R. Busch, Esq.
FirstName LastName