SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Movano, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
62459M107
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
(Continued on following pages)
CUSIP No. 62459M107
| 1 |
NAME OF REPORTING PERSONS
Gregory Tamkin |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
|
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
|
| 18,437 | ||
| 6 |
SHARED VOTING POWER
|
|
| 3,754,084 (1) | ||
| 7 |
SOLE DISPOSITIVE POWER
|
|
| 18,437 | ||
| 8 |
SHARED DISPOSITIVE POWER
3,754,084 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,772,521 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.5%(2) |
| 12 |
TYPE OF REPORTING PERSON
IN |
| (1) | Consists of 3,754,084 shares of Common Stock held by Leabman Holdings LLC (“Leabman Holdings”). DvineWave Irrevocable Trust dated December 12, 2012 (“DvineWave”) is the sole member and manager of Leabman Holdings. The Reporting Person is co-trustee of DvineWave and shares voting and dispositive power with respect to all securities held by Leabman Holdings. |
| (2) | Based on 32,772,060 shares of Common Stock outstanding as of November 11, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021. |
[Signature page to Schedule 13G]
2
CUSIP No. 62459M107
| 1 |
NAME OF REPORTING PERSONS
Dorsey & Whitney Trust Company LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
|
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
|
| 0 | ||
| 6 |
SHARED VOTING POWER
|
|
|
3,754,084 (1) |
||
| 7 |
SOLE DISPOSITIVE POWER
|
|
| 0 | ||
| 8 |
SHARED DISPOSITIVE POWER
3,754,084 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,754,084 (1) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.5%(2) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Consists of 3,754,084 shares of Common Stock held by Leabman Holdings. DvineWave is the sole member and manager of Leabman Holdings. The Reporting Person is co-trustee of DvineWave and shares voting and dispositive power with respect to all securities held by Leabman Holdings. |
| (2) | Based on 32,772,060 shares of Common Stock outstanding as of November 11, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021. |
[Signature page to Schedule 13G]
3
CUSIP No. 62459M107
| 1 |
NAME OF REPORTING PERSONS
DvineWave Irrevocable Trust dated December 12, 2012 |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
|
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
|
| 3,754,084 (1) | ||
| 6 |
SHARED VOTING POWER
|
|
| 0 | ||
| 7 |
SOLE DISPOSITIVE POWER
|
|
| 3,754,084 (1) | ||
| 8 |
SHARED
DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,754,084 (1) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.5%(2) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Consists of 3,754,084 shares of Common Stock held by Leabman Holdings. The Reporting Person is the sole member and manager of Leabman Holdings. |
| (2) | Based on 32,772,060 shares of Common Stock outstanding as of November 11, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021. |
[Signature page to Schedule 13G]
4
| Item 1(a). | Name of Issuer: |
Movano, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
6800 Koll Center Parkway
Pleasanton, CA 94566
| Item 2(a). | Name of Person Filing: |
Gregory Tamkin
Dorsey & Whitney Trust Company LLC
DvineWave Irrevocable Trust dated December 12, 2012 (“DvineWave”)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
Gregory Tamkin ‒ 8010 E. Cedar Avenue, Denver, CO, 80230
Dorsey & Whitney Trust Company LLC ‒ 401 East Eighth Street, Suite 319, Sioux Falls, SD, 57103
DvineWave ‒ 401 East Eighth Street, Suite 319, Sioux Falls, SD, 57103
| Item 2(c). | Citizenship: |
Gregory Tamkin ‒ United States
Dorsey & Whitney Trust Company LLC ‒ South Dakota
DvineWave ‒ California
| Item 2(d). | Title of Class of Securities: |
Common Stock
| Item 2(e). | CUSIP Number: |
62459M107
| Item 3. | Not applicable. |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: See responses to Item 9 on the attached cover pages. |
| (b) | Percent of class: See responses to Item 11 on the attached cover pages. |
[Signature page to Schedule 13G]
5
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to direct the vote: See responses to Item 5 on the attached cover pages. |
| (ii) | Shared power to direct the vote: See responses to Item 6 on the attached cover pages. |
| (iii) | Sole power to dispose or to direct the disposition of: See responses to Item 7 on the attached cover pages. |
| (iv) | Shared power to dispose or to direct the disposition of: See responses to Item 8 on the attached cover pages. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
[Signature page to Schedule 13G]
6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 1, 2022
| /s/ Gregory Tamkin | |
| Name: Gregory Tamkin | |
| DORSEY & WHITNEY TRUST COMPANY LLC | |
| /s/ Carl A. Schmidtman | |
| Name: Carl A. Schmidtman | |
| Title: President | |
| DVINEWAVE IRREVOCABLE TRUST DTD DECEMBER 12, 2012 | |
| /s/ Carl A. Schmidtman | |
| Name: Carl A. Schmidtman | |
| Title: President |
[Signature page to Schedule 13G]
7
INDEX TO EXHIBITS
| 99.1 | Joint Filing Agreement |
8
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of a statement on Schedule 13G and any and all amendments thereto as well as any other form(s), statement(s), report(s), and/or document(s) related thereto with respect to the Common Stock, $0.0001 par value, of Movano, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 1, 2022.
| /s/ Gregory Tamkin | |
| Name: Gregory Tamkin | |
| DORSEY & WHITNEY TRUST COMPANY LLC | |
| /s/ Carl A. Schmidtman | |
| Name: Carl A. Schmidtman | |
| Title: President | |
| DVINEWAVE IRREVOCABLE TRUST DTD DECEMBER 12, 2012 | |
| /s/ Carl A. Schmidtman | |
| Name: Carl A. Schmidtman | |
| Title: President |