8-K
Corvex, Inc. (MOVE)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2026
CORVEX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40254 | 82-4233771 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission File Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 3401 North Fairfax Drive, Suite 3230,<br><br> <br>Arlington, Virginia | 22226 | |
| --- | --- | |
| (Address of Principal Executive<br> Offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (866) GET-GPUS ((866) 438-4787)
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, $0.0001 par value per share | MOVE | The Nasdaq Stock Market<br> LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item2.02 Results of Operations and Financial Condition.
On May 19, 2026, Corvex, Inc. announced its financial results for the quarter ended March 31, 2026. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item9.01 - Financial Statements and Exhibits.
(d) Exhibits
| Exhibit <br> Number | Description |
|---|---|
| 99.1 | Press Release, dated May 19, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CORVEX, INC. | ||
|---|---|---|
| Date: May 19, 2026 | By: | /s/ J Cogan |
| J Cogan | ||
| Chief Financial Officer |
2
Exhibit99.1
CorvexReports Q1 2026 Financial Results and Provides Business Update
ConferenceCall at 4:30 PM ET / 1:30 PM PT
ARLINGTON,Va., May 19, 2026 -- Corvex, Inc. (Nasdaq:MOVE), an engineering-led AI computing platform specializing in GPU-accelerated infrastructure for AI workloads, reported first quarter 2026 results and provided a business update.
ReportedQ1’26 Highlights:
| ● | Completed<br> acquisition of Corvex OpCo on March 19, 2026, transitioning the Company’s primary business<br> to AI cloud computing and renaming Movano Inc. to Corvex, Inc., effective March 23, 2026. |
|---|---|
| ● | Including<br> 12 days of Corvex OpCo operations in the period, Q1’26 total revenue was $510 thousand, compared<br> to $206 thousand in Q1’25, including $475 thousand in AI Platform and services revenue contributed<br> during the post-close stub period. |
| --- | --- |
| ● | Deferred<br> revenue, including current and non-current portions, grew to $4.4 million at March 31, 2026,<br> from $12 thousand at December 31, 2025, reflecting contracted AI compute capacity not yet<br> recognized. |
| --- | --- |
| ● | Net<br> loss of $(5.1) million, or $(3.13) per share, compared to a net loss of $(5.2) million, or<br> $(5.35) per share, in Q1’25. |
| --- | --- |
| ● | Adjusted<br> EBITDA^1^ loss of $(1.6) million, improved by $3.3 million, or 67%, compared to<br> $(4.9) million in Q1’25, reflecting disciplined execution as the Company concentrates resources<br> on its AI platform opportunity. |
| --- | --- |
| ● | The<br> Company provided supplemental information, including pro forma consolidated financial<br> data for the first quarter of 2026, including pro forma revenue of $3.7 million, pro forma net loss of $(15.9) million and pro forma adjusted EBITDA loss of $(0.9)<br> million. |
| --- | --- |
| ● | Cash<br> and cash equivalents of $29.3 million at March 31, 2026. |
| --- | --- |
**“**The first quarter marked a defining moment for Corvex as we transitioned into the public markets. With our AI platform now operating as a public company, we believe Corvex is well-positioned to help define the next era of AI infrastructure. AI is reshaping the global computing landscape, and by combining scalable AI infrastructure, inference software, and confidential computing into a unified platform, we believe we are well-positioned to help AI-native organizations, enterprises, and government deploy and secure AI at an industrial scale,” said Jay Crystal, Chief Executive Officer of Corvex.
| ^1^ | See<br> “Non-GAAP Financial Measures” and the reconciliation of GAAP to non-GAAP results<br> table in this press release for additional information. |
|---|
FirstQuarter 2026 Financial Highlights
| Three<br> Months Ended<br><br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| Revenue | $ | 510 | $ | 206 | ||
| Operating<br> expenses | 5,357 | 5,444 | ||||
| Loss<br> from operations | (4,847 | ) | (5,238 | ) | ||
| Other<br> income (expense), net | (158 | ) | 60 | |||
| Net<br> loss | $ | (5,005 | ) | $ | (5,178 | ) |
| Cumulative<br> dividends on Series A preferred stock | (96 | ) | — | |||
| Net<br> loss attributable to common stockholders | $ | (5,101 | ) | $ | (5,178 | ) |
| Net<br> loss per share, basic and diluted | $ | (3.13 | ) | $ | (5.35 | ) |
| Weighted<br> average shares used in computing net loss per share, basic and diluted | 1,628,515 | 967,331 |
ConferenceCall
Management will host a conference call and live audio webcast to discuss these results and provide a business update today at 4:30pm ET / 1:30pm PT. The live webcast of the earnings conference call can be accessed at the Corvex Investor Relations website at investors.corvex.ai. A replay of the webcast will be available at the same website.
AboutCorvex
Corvex is an AI cloud computing company specializing in GPU-accelerated infrastructure for AI workloads. Corvex’s platform allows organizations to leverage the advantage of AI by providing secure, scalable, and cost-efficient computational resources. Corvex’s infrastructure leverages advanced GPU-accelerated compute clusters, high-throughput storage systems and layered architecture to provide enhanced security, consistent performance, and efficiency at scale. As previously announced on March 19, 2026, Corvex, Inc. (formerly known as Movano Inc.) acquired Corvex Legacy Holdings, Inc. (Corvex OpCo, formerly known as Corvex, Inc.) (such acquisition the “Merger”). Following the Merger, the Company was renamed Corvex, Inc., effective March 23, 2026.
Forward-LookingStatements
This press release contains “forward-looking statements” within the meaning of applicable securities laws. Such statements are based on our current expectations, forecasts and assumptions and involve risks and uncertainties. These statements include, but are not limited to, statements related to our business; our strategy; our capital structure; our future growth; our technology; our projections for future active power; demand for our platform; other estimated amounts included in our revenue backlog figure; our plans to scale our platform and accelerate AI innovation; and strategic opportunities. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” “outlook,” “guidance,” or the negative of these terms, where applicable, and similar expressions intended to identify forward-looking statements.
2
Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include but are not limited to our ability to execute our business strategies and manage our growth, our ability to maintain and grow our customer base, continued demand for AI infrastructure, any disruption in our strategic relationships or disruptions with our third-party providers, including our suppliers and data center partners, our ability to develop and maintain our corporate infrastructure and internal controls, our financial performance, capital requirements and ability to raise additional capital and the impact of global political and macroeconomic conditions, including the effects of global geopolitical conflicts, inflation, tariffs, interest rates, any instability in the global banking sector and foreign currency exchange rates. More information about factors that could affect our operating results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent filings with the SEC, including in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, copies of which may be obtained by visiting our Investor Relations website at investors.corvex.ai or the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date the statements are made and are based on information available to us at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. We assume no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law. Our results for the fiscal quarter ended March 31, 2026 are not necessarily indicative of our operating results for any future periods.
Non-GAAPFinancial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use adjusted EBITDA to help us evaluate our business. We use this non-GAAP financial measure to make strategic decisions, establish business plans and forecasts, identify trends affecting our business, and evaluate operating performance. We believe that this non-GAAP financial measure may be helpful to investors because they allow for greater transparency into what measures we use in operating our business and measuring our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance. This non-GAAP financial measure is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies.
Adjusted EBITDA is defined as net loss, excluding (i) depreciation and amortization, (ii) stock-based compensation, (iii) transaction costs related to the Merger, (iv) Other expense (income), and (v) benefit from income taxes.
A reconciliation is provided below to reconcile adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP. Corvex encourages investors to review the related GAAP financial measure and the reconciliation of the non-GAAP financial measure to their most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate Corvex’s business.
3
SummaryHistorical and Pro Forma Consolidated Financial Data
To supplement our consolidated financial statements, we have also prepared the unaudited pro forma condensed combined financial information that is included below. This information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” In the unaudited pro forma condensed combined financial information, the Merger has been accounted for as a business combination, using the acquisition method of accounting under U.S. GAAP, where the Company is considered to be the accounting acquirer and Corvex OpCo is the accounting acquiree. For more information on the unaudited pro forma condensed combined financial information, including the notes thereto, see Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 19, 2026.
This unaudited pro forma condensed combined financial information is for informational purposes only and does not purport to indicate the financial conditions or results that would have been obtained had the Merger actually been completed on the assumed date or for the periods presented, nor what may be realized or expected in the future. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined statements of operations and are subject to change as additional information becomes available and analyses are performed. The unaudited pro forma condensed combined statements of operations do not include any management adjustments related to the realization of any costs (or cost savings) from operating efficiencies or synergies. The unaudited condensed combined pro forma statements of operations are subject to certain risks and uncertainties that could cause actual results to differ materially from those illustrated.
MediaContact
Chris Donahoe, Stillpoint
corvex.media@stillpointglobaladvisors.com
4
CORVEX,INC.
CONSOLIDATEDSTATEMENTS OF OPERATIONS
(inthousands, except share and per share data) (unaudited)
| Three<br> Months Ended<br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| REVENUE: | ||||||
| Revenue<br> - AI Platform and services | $ | 475 | $ | – | ||
| Revenue<br> - Connected devices and services | 35 | 206 | ||||
| Total<br> revenue | 510 | 206 | ||||
| OPERATING<br> EXPENSES: | ||||||
| Cost<br> of revenue - AI Platform and services (exclusive of depreciation and amortization) | 247 | – | ||||
| Cost<br> of revenue - Connected devices and services (exclusive of depreciation and amortization) | 265 | 642 | ||||
| Depreciation<br> and amortization | 326 | 38 | ||||
| Technology<br> and infrastructure | 822 | 2,364 | ||||
| Sales<br> and marketing | 304 | 763 | ||||
| General<br> and administrative | 3,393 | 1,637 | ||||
| Total<br> operating expenses | 5,357 | 5,444 | ||||
| Loss<br> from operations | (4,847 | ) | (5,238 | ) | ||
| Other<br> (expense) income, net: | ||||||
| Interest<br> expense (related party) | (178 | ) | – | |||
| Interest<br> and other income, net | 20 | 60 | ||||
| Other<br> (expense) income, net | (158 | ) | 60 | |||
| Loss<br> before provision for income taxes | (5,005 | ) | (5,178 | ) | ||
| Income<br> tax provision | – | – | ||||
| Net<br> loss | $ | (5,005 | ) | (5,178 | ) | |
| Cumulative<br> dividends on Series A preferred stock | $ | (96 | ) | $ | – | |
| Net<br> loss attributable to common stockholders | $ | (5,101 | ) | (5,178 | ) | |
| Net<br> loss per share, basic and diluted | $ | (3.13 | ) | $ | (5.35 | ) |
| Weighted<br> average shares used in computing net loss per share, basic and diluted | 1,628,515 | 967,331 |
5
CORVEX,INC.
CONSOLIDATEDBALANCE SHEETS
(inthousands) (unaudited)
| December 31,<br><br> 2025 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current<br> assets | |||||
| Cash<br> and cash equivalents | 29,330 | $ | 2,827 | ||
| Accounts<br> receivable, net | 1,504 | – | |||
| Inventory | 1,776 | 1,766 | |||
| Prepaid<br> expenses and other current assets | 5,293 | 394 | |||
| Total<br> current assets | 37,903 | 4,987 | |||
| Property<br> and equipment, net | 29,074 | 101 | |||
| Operating<br> lease right-of-use assets, net | 3,792 | 415 | |||
| Intangible<br> assets, net | 15,359 | – | |||
| Goodwill | 518,263 | – | |||
| Other<br> assets | 92 | 97 | |||
| Total<br> assets | 604,483 | 5,600 | |||
| LIABILITIES<br> AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
| Current<br> liabilities | |||||
| Accounts<br> payable | 3,668 | 3,477 | |||
| Accrued<br> liabilities | 1,535 | 683 | |||
| Deferred<br> revenue, current | 2,226 | 12 | |||
| Bridge<br> loan (related party) | 4,500 | 4,382 | |||
| Operating<br> lease liabilities, current | 1,893 | 253 | |||
| Finance<br> lease liabilities, current | 3,856 | – | |||
| Total<br> current liabilities | 17,678 | 8,807 | |||
| Operating<br> lease liabilities, non-current | 2,090 | 267 | |||
| Finance<br> lease liabilities, non-current | 6,559 | – | |||
| Deferred<br> revenue, non-current | 2,153 | – | |||
| Total<br> non-current liabilities | 10,802 | 267 | |||
| Total<br> liabilities | 28,480 | 9,074 | |||
| Commitments<br> and contingencies (Note 13) | |||||
| Stockholders’<br> equity (deficit) | |||||
| Preferred<br> stock, 0.0001 par value, 5,000,000 shares authorized at March 31, 2026; 56,639 and 3,000 shares issued and outstanding<br> at March 31, 2026 and December 31, 2025, respectively. | 574,469 | – | |||
| Common<br> stock, 0.0001 par value, 500,000,000 shares authorized at March 31, 2026 and December 31, 2025; 1,921,809 and 1,228,272 shares<br> issued and outstanding at March 31, 2026 and December 31, 2025, respectively | – | 10 | |||
| Additional<br> paid-in capital | 172,931 | 162,908 | |||
| Accumulated<br> deficit | (171,397 | ) | (166,392 | ) | |
| Total<br> stockholders’ equity (deficit) | 576,003 | (3,474 | ) | ||
| Total<br> liabilities and stockholders’ equity | 604,483 | $ | 5,600 |
All values are in US Dollars.
6
CORVEX,INC.
CONSOLIDATEDSTATEMENTS OF CASH FLOWS
(inthousands) (unaudited)
| For<br> the three months ended<br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| CASH<br> FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net<br> loss | $ | (5,005 | ) | $ | (5,178 | ) |
| Adjustments<br> to reconcile net loss to net cash used in operating activities | ||||||
| Depreciation<br> and amortization | 326 | 38 | ||||
| Stock-based<br> compensation | 2,178 | 299 | ||||
| Noncash<br> lease expense | – | 8 | ||||
| Write<br> down of inventory to net realizable value | 32 | – | ||||
| Amortization<br> of debt discount (related party) | 118 | – | ||||
| Changes<br> in operating assets and liabilities, net of acquisition: | ||||||
| Accounts<br> receivable | (162 | ) | – | |||
| Inventory | (42 | ) | (212 | ) | ||
| Prepaid<br> expenses and other current assets | (747 | ) | 142 | |||
| Other<br> assets | 48 | (4 | ) | |||
| Accounts<br> payable | (1,362 | ) | 509 | |||
| Deferred<br> revenue | 27 | (18 | ) | |||
| Operating<br> lease liabilities, net | 50 | – | ||||
| Accrued<br> liabilities | 251 | 113 | ||||
| Net<br> cash used in operating activities | (4,288 | ) | (4,303 | ) | ||
| CASH<br> FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchase<br> of property and equipment | (6,238 | ) | – | |||
| Cash<br> acquired in business combination | 36,679 | |||||
| Net<br> cash provided by investing activities | 30,441 | – | ||||
| CASH<br> FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Payments<br> on finance lease liabilities | (32 | ) | – | |||
| Issuance<br> of common stock, net of issuance costs | – | 758 | ||||
| Issuance<br> of common stock upon exercise of stock options | 382 | – | ||||
| Net<br> cash provided by financing activities | 350 | 758 | ||||
| Net<br> increase (decrease) in cash and cash equivalents | 26,503 | (3,545 | ) | |||
| Cash<br> and cash equivalents at beginning of period | 2,827 | 7,902 | ||||
| Cash<br> and cash equivalents at end of period | $ | 29,330 | $ | 4,357 | ||
| SUPPLEMENTAL<br> CASH FLOW INFORMATION: | ||||||
| Cash<br> paid for interest | $ | 1 | $ | – | ||
| Cash<br> paid for taxes | $ | – | $ | – | ||
| NONCASH<br> INVESTING AND FINANCING ACTIVITIES: | ||||||
| Issuance<br> of common stock upon exercise of stock options in exchange for receivable | $ | 11 | $ | – | ||
| Business<br> acquired by issuance of equity instruments | $ | 581,911 | $ | – | ||
| Broker<br> receivable recorded in prepaid and other current assets for payroll withholding taxes | $ | 97 | $ | – |
7
Reconciliationof GAAP to Non-GAAP Results
Reconciliationof Net Loss to Adjusted EBITDA
(inthousands, except percentages)
| **** | Three Months Ended March 31, | **** | Change | **** | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | 2026 | **** | 2025 | **** | **** | % | **** | ||||
| Net loss | |||||||||||
| AI Platform and services | $ | (1,625 | ) | $ | – | ) | (100 | )% | |||
| Connected devices and<br> services | (3,380 | ) | (5,178 | ) | 35 | % | |||||
| Total net loss | (5,005 | ) | (5,178 | ) | 3 | % | |||||
| Adjusted EBITDA^(1)^ | |||||||||||
| AI Platform and services | (98 | ) | – | ) | (100 | )% | |||||
| Connected devices and<br> services | (1,506 | ) | (4,901 | ) | 69 | % | |||||
| Total adjusted EBITDA | $ | (1,604 | ) | $ | (4,901 | ) | 67 | % |
All values are in US Dollars.
| (1) | See<br> the “Non-GAAP Financial Measures” section included above for a reconciliation<br> to the most directly comparable GAAP measure. | |||||
|---|---|---|---|---|---|---|
| Three<br> Months Ended<br> March 31, | ||||||
| --- | --- | --- | --- | --- | --- | |
| AI<br> Platform and services | 2026 | 2025 | ||||
| Net loss | $ | (1,625 | ) | $ | – | |
| Depreciation and amortization | 295 | – | ||||
| Stock-based<br> compensation^(1)^ | 1,232 | – | ||||
| Transaction<br> costs^(2)^ | – | – | ||||
| Income tax | – | – | ||||
| Other<br> expense (income), net | – | – | ||||
| Adjusted<br> EBITDA | $ | (98 | ) | $ | – | |
| Three<br> Months Ended<br> March 31, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Connected<br> devices and services | 2026 | 2025 | ||||
| Net loss | $ | (3,380 | ) | $ | (5,178 | ) |
| Depreciation and amortization | 31 | 38 | ||||
| Stock-based<br> compensation^(1)^ | 946 | 299 | ||||
| Transaction<br> costs^(2)^ | 719 | – | ||||
| Income tax | – | – | ||||
| Other<br> expense(income), net | 178 | (60 | ) | |||
| Adjusted<br> EBITDA | $ | (1,506 | ) | $ | (4,901 | ) |
| (1) | Stock-based<br> compensation: related to 2024 Equity Incentive Plan for employees, contractors, or other<br> entities. | |||||
| --- | --- | |||||
| (2) | Related<br> to the transaction costs associated with the merger. | |||||
| --- | --- |
8
UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FORTHE THREE MONTHS ENDED MARCH 31, 2026
(inthousands, except share and per share data)
| Historical | Total<br> Pro Forma Adjustments | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Corvex, Inc. | Corvex Legacy Holdings, Inc. | Transaction Accounting Adjustments: Merger | Note 1 | Pro Forma Combined | |||||||||
| Revenue | $ | 510 | $ | 3,143 | $ | - | $ | 3,653 | |||||
| COSTS<br> AND EXPENSES: | |||||||||||||
| Cost<br> of revenue (exclusive of depreciation and amortization) | 512 | 1,089 | 592 | (b), (c) | 2,193 | ||||||||
| Depreciation<br> and amortization | 326 | 1,671 | 272 | (a) | 2,269 | ||||||||
| Technology<br> and infrastructure | 822 | 274 | 946 | (c), (d) | 2,042 | ||||||||
| Sales<br> and marketing | 304 | 278 | 263 | (c) | 845 | ||||||||
| General<br> and administrative | 3,393 | 1,965 | 6,316 | (b), (c), (d) | 11,674 | ||||||||
| Total<br> costs and expenses | 5,357 | 5,277 | 8,389 | 19,023 | |||||||||
| Loss<br> from operations | (4,847 | ) | (2,134 | ) | (8,389 | ) | (15,370 | ) | |||||
| Other<br> income (expense), net: | |||||||||||||
| Interest<br> expense (related party) | (178 | ) | - | - | (178 | ) | |||||||
| Interest<br> and other income, net | 20 | (462 | ) | 57 | (b) | (385 | ) | ||||||
| Other<br> income (expense), net | (158 | ) | (462 | ) | 57 | (563 | ) | ||||||
| Net<br> loss and total comprehensive loss | $ | (5,005 | ) | $ | (2,596 | ) | $ | (8,332 | ) | $ | (15,933 | ) | |
| Net<br> loss per share, basic and diluted | $ | (3.13 | ) | $ | (4.08 | ) | $ | (7.81 | ) | ||||
| Weighted<br> average shares used in computing net loss per share, basic and diluted | 1,628,515 | 2,039,726 | 2,039,726 |
9
UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONSFOR THE YEAR ENDED DECEMBER 31, 2025
(inthousands, except share data)
| Historical | Total<br> Pro Forma Adjustments | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Corvex,<br> Inc. | Corvex<br> Legacy Holdings, Inc. | Reclassification<br> Adjustments | Note<br> 2 | Transaction<br> Accounting Adjustments: Merger | Note<br> 2 | Total<br> Pro Forma Adjustments | Pro<br> Forma Combined | |||||||||||||
| Revenue | $ | 433 | $ | 7,102 | $ | - | $ | - | $ | - | $ | 7,535 | ||||||||
| COSTS<br> AND EXPENSES: | ||||||||||||||||||||
| Cost<br> of revenue (exclusive of depreciation and amortization) | 2,273 | 2,851 | - | 2,744 | (e),<br> (i) | 2,744 | 7,868 | |||||||||||||
| Depreciation<br> and amortization | - | 4,392 | 149 | (a) | 1,061 | (b) | 1,210 | 5,602 | ||||||||||||
| Technology<br> and infrastructure | - | 1,342 | 5,667 | (a) | 4,357 | (e),<br> (f) | 10,024 | 11,366 | ||||||||||||
| Research<br> and development | 5,740 | - | (5,740 | ) | (a) | - | (5,740 | ) | - | |||||||||||
| Sales<br> and marketing | - | 1,186 | 1,410 | (a) | 1,213 | (e) | 2,623 | 3,809 | ||||||||||||
| General<br> and administrative | - | 7,099 | 6,437 | (a) | 30,864 | (e),<br> (f), (g), (h), (i) | 37,301 | 44,400 | ||||||||||||
| Sales,<br> general and administrative | 7,923 | - | (7,923 | ) | (a) | - | (7,923 | ) | - | |||||||||||
| Total<br> costs and expenses | 15,936 | 16,870 | - | 40,239 | 40,239 | 73,045 | ||||||||||||||
| - | ||||||||||||||||||||
| Loss<br> from operations (1) | (15,503 | ) | (9,768 | ) | - | (40,239 | ) | (40,239 | ) | (65,510 | ) | |||||||||
| Other<br> income (expense), net: | ||||||||||||||||||||
| Interest<br> expense (related party) | (2,965 | ) | - | - | - | - | (2,965 | ) | ||||||||||||
| Loss<br> (Gain) change in warrant liability fair value | - | (9,575 | ) | - | 9,575 | (c) | 9,575 | - | ||||||||||||
| Loss<br> (Gain) in fair value of SAFE liability | - | 9,856 | - | (9,856 | ) | (d) | (9,856 | ) | - | |||||||||||
| Interest<br> and other income, net | 183 | 30 | - | (77 | ) | (i) | (77 | ) | 136 | |||||||||||
| Other<br> income (expense), net | (2,782 | ) | 311 | - | (358 | ) | (358 | ) | (2,829 | ) | ||||||||||
| Income<br> tax benefits (expense) | - | (60 | ) | - | - | - | (60 | ) | ||||||||||||
| Net<br> loss and total comprehensive loss | $ | (18,285 | ) | $ | (9,517 | ) | $ | - | $ | (40,597 | ) | $ | (40,597 | ) | $ | (68,399 | ) | |||
| Net<br> loss per share, basic and diluted | $ | (21.79 | ) | $ | (19.90 | ) | $ | (19.90 | ) | $ | (33.53 | ) | ||||||||
| Weighted<br> average shares used in computing net loss per share, basic and diluted | 840,720 | 2,039,726 | 2,039,726 | 2,039,726 |
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Note1 – Merger and Reclassification Transaction Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations forthree months ended March 31, 2026
| (a) | Reflects<br> the estimated incremental amortization expense of $272 resulting from the Merger. |
|---|
Amortization expense related to the acquired finite-lived intangible assets has been calculated based on preliminary estimated fair values and estimated useful lives of 7 years for customer relationships and 20 years for trade names.
The amount of amortization expense will ultimately be based on the periods in which the associated economic benefits are expected to be derived and the pattern of benefit for each intangible asset, and therefore, the preliminary amount reported may differ significantly between periods based upon the final values assigned to amortization methodology used for each asset.
A 10% increase or decrease in the estimated fair value of the intangible assets would cause an increase or decrease of $27 to the amortization expense amounts as presented in the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026.
| (b) | Reflects<br> decrease of lease expense in cost of revenue of $39, sales, general and administrative of<br> $10 and interest expense of $57. |
|---|---|
| (c) | Reflects<br> stock options post-combination expense of $631 to cost of revenue, $769 to technology and<br> infrastructure, $263 to sales and marketing, and $2,955 to general and administrative. |
| --- | --- |
| (d) | Reflects<br> restricted stock units post-combination expense of $177 in technology and infrastructure<br> and $3,371 in general and administrative. |
| --- | --- |
Note2 – Merger and Reclassification Transaction Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations forthe year ended December 31, 2025
| (a) | Represents<br> the reclassification of sales, general and administrative expenses into sales and marketing<br> and general and administrative expenses; the reclassification of research and development<br> into technology and infrastructure; and the reclassification of historical Movano depreciation<br> expense from research and development and sales, general and administrative expenses into<br> depreciation expense. |
|---|---|
| (b) | Reflects<br> the estimated incremental amortization expense of $1,061 resulting from the Merger. |
| --- | --- |
A 10% increase or decrease in the estimated fair value of the intangible assets would cause an increase or decrease of $106 to the amortization expense amounts as presented in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025.
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| (c) | Elimination<br> of change in fair value of warrant liability as the Corvex Preferred Stock Warrants converted<br> into shares of Corvex common stock and subsequently into Payment Shares, at the Exchange<br> Ratio on the merger date. |
|---|---|
| (d) | Elimination<br> of change in fair value of SAFE liability as the SAFEs automatically converted into shares<br> of Corvex common stock and subsequently into Payment Shares, at the Exchange Ratio on the<br> merger date. |
| --- | --- |
| (e) | Reflects<br> stock options post-combination expense of $2,823 to cost of revenue, $3,540 to technology<br> and infrastructure, $1,213 to sales and marketing, and $13,559 to general and administrative. |
| --- | --- |
| (f) | Reflects<br> restricted stock units post-combination expense of $817 in technology and infrastructure<br> and $15,526 in general and administrative. |
| --- | --- |
| (g) | Reflects<br> estimated incremental transaction-related costs of approximately $719 incurred by the Company<br> after December 31, 2025. |
| --- | --- |
| (h) | Reflects<br> the accrual of severance payments pursuant to pre-existing employment agreements of $1,125. |
| --- | --- |
| (i) | Reflects<br> decrease of lease expense in cost of revenue of $79, sales, general and administrative of<br> $65 and interest expense of $77. |
| --- | --- |
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Reconciliationof Unaudited Pro Forma GAAP to Non-GAAP Results
Reconciliationof Net Loss to Adjusted EBITDA
(inthousands, except percentages)
| Pro<br> Forma (i) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year<br> Ended<br><br> December 31, | Three<br> Months Ended<br><br> March 31, | Year<br> Ended<br><br> December 31, | |||||||||
| Other<br> financial information | 2025 | 2026 | 2025 | ||||||||
| (in thousands of ) | |||||||||||
| Net loss | (5,005 | ) | $ | (18,322 | ) | $ | (15,933 | ) | $ | (68,399 | ) |
| Depreciation and amortization | 326 | 149 | 2,269 | 5,602 | |||||||
| Stock-based compensation | 2,178 | 2,913 | 10,344 | 42,031 | |||||||
| Transaction costs (ii) | 719 | 1,093 | 1,824 | 4,209 | |||||||
| Income tax | - | - | - | 60 | |||||||
| Interest expense | 178 | 2,782 | 563 | 2,829 | |||||||
| Adjusted<br> EBITDA | (1,604 | ) | $ | (11,385 | ) | $ | (933 | ) | $ | (13,668 | ) |
All values are in US Dollars.
| (i) | Pro<br> forma combined non-GAAP financial information is derived from the unaudited pro forma condensed<br> combined statements of operations included within the unaudited pro forma condensed combined<br> financial information contained elsewhere in this filing, which has been prepared in accordance<br> with Article 11 of Regulation S-X. |
|---|---|
| (ii) | Transaction<br> costs in the unaudited pro forma condensed combined statements of operations include transaction-related<br> expenses arising from the Merger, as reflected in the transaction accounting adjustments<br> within the unaudited pro forma condensed combined financial information. These amounts include<br> both historical transaction expenses incurred prior to the closing of the Merger and additional<br> expenses recognized in connection with the transaction. |
| --- | --- |
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