Form 8-K

8-K — Corvex, Inc.

Accession: 0001213900-26-097690

Filed: 2026-09-04

Period: 2026-09-04

CIK: 0001734750

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0304515-8k_corvex.htm (Primary)

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF CORVEX, INC. AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND FOR THE YEAR ENDED DECEMBER 31, 2025 (ea030451501ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0304515-8k_corvex.htm · Sequence: 1

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0001734750

2026-09-04

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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):

September 4, 2026

CORVEX, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40254

82-4233771

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

3401 North Fairfax Drive, Suite 3230,

Arlington, Virginia

22226

(Address of Principal Executive 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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications 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 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. ☐

Item 2.02 Results of Operations and Financial

Condition.

The matters described in Item 8.01 of this Current

Report on Form 8-K and included in Exhibit 99.1 hereto are incorporated herein by reference.

Item 8.01 Other Events.

On March 19, 2026, Corvex, Inc., formerly named Movano Inc. (the “Company”)

completed its acquisition (the “Merger”) of Corvex Legacy Holdings, Inc., formerly named Corvex, Inc. (“Corvex OpCo”),

in accordance with the terms of the Amended and Restated Agreement and Plan of Merger, dated March 19, 2026 (the “Merger Agreement”),

by and among the Company, Thor Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and Corvex OpCo.

Filed herewith as Exhibit 99.1 to this Form 8-K, are (i) the unaudited

pro forma condensed combined financial statements of the Company and Corvex OpCo for the six months ended June 30, 2026, as if the Merger

had occurred on January 1, 2026 and (ii) the unaudited pro forma condensed combined financial statements of the Company and Corvex OpCo

for the year ended December 31, 2025, as if the Merger had occurred on January 1, 2025.

All the pro forma financial statements and other pro forma information

included in this Current Report on Form 8-K have been prepared on the basis of certain assumptions and estimates and are subject to other

uncertainties and do not purport (i) to reflect what the Company’s actual results of operations or financial condition would have

been had the Merger been consummated on the dates assumed for purposes of such pro forma financial statements or (ii) to be indicative

of the Company’s financial condition, results of operations or metrics as of or for any future date or period.

Exhibit 99.1 does not modify or update the consolidated financial statements

of (i) the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 or in the subsequently

filed Quarterly Reports on Form 10-Q, or (ii) of Corvex OpCo included in the Company’s Current Report on Form 8-K/A, filed with

the SEC on May 1, 2026, nor does it reflect any subsequent information or events.

Item 9.01 - Financial

Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Unaudited Pro Forma Condensed Combined Financial Information of Corvex, Inc. as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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: September 4, 2026

By:

/s/ Chance Moreland

Chance Moreland

Chief Financial Officer

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF CORVEX, INC. AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND FOR THE YEAR ENDED DECEMBER 31, 2025

EX-99.1

Filename: ea030451501ex99-1.htm · Sequence: 2

Exhibit 99.1

Corvex, Inc. Summary Historical and Pro Forma

Consolidated Financial Data

The amounts in this unaudited pro forma condensed combination financial

information are presented in thousands of U.S. dollars except share and per share amounts.

Introductory Note

On March 19, 2026, Corvex, Inc. (formerly known as Movano Inc.) (the

“Company” or “Corvex”), acquired Corvex Legacy Holdings, Inc. (formerly known as Corvex, Inc.) (“Corvex

OpCo”), in accordance with the terms of the Amended and Restated Agreement and Plan of Merger, dated March 19, 2026 (the “Merger

Agreement”), by and among Corvex, Thor Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger

Sub”), and Corvex OpCo. Pursuant to the Merger Agreement, Merger Sub merged with and into Corvex OpCo, pursuant to which Corvex

OpCo was the surviving corporation and became a wholly owned subsidiary of the Company (the “Merger”). The Merger Agreement

amended and restated in its entirety the prior merger agreement between the parties which was entered into and announced on November 6,

2025 (the “Prior Merger Agreement”). Following the Merger, the Company was renamed Corvex, Inc., effective March 23, 2026.

Pursuant to the Merger Agreement, the Company issued to the prior securityholders

of Corvex OpCo (i) 240.562 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred

Stock”), which on an as-converted basis represented no more than 19.9% of the Company’s outstanding common stock, par value

$0.0001 per share (the “Common Stock”) immediately prior to the Merger, (ii) 23,551.5195 shares of Series C Preferred Stock

and (iii) 30,227.0524 shares of Series D Preferred Stock. Each share of Series B Preferred Stock automatically converted into 1,000 shares

of Common Stock on March 31, 2026. Subsequent to approval obtained at the Company’s 2026 Annual Meeting of Stockholders, (1) each

share of Series C Preferred Stock automatically converted into 1,000 shares of Common Stock and (2) each share of Series D Preferred Stock

is convertible into 1,000 shares of Common Stock.

In connection with the Merger Agreement, the Company declared a stock

dividend of 0.358 shares of Common Stock for every share outstanding at the close of business on March 30, 2026 (the “Stock Dividend”).

The Stock Dividend is being accounted for as a 1.358-for-1 stock split of its outstanding shares of Common Stock pursuant to ASC 505-20-25-1

through 6. The Stock Dividend was distributed on April 6, 2026. The additional shares of Common Stock that would have been issuable to

the holders of record of Series A Preferred Stock, Warrants, and vested and outstanding stock options and restricted stock units ("RSUs"),

if they had converted or exercised such securities into Common Stock on the record date of the dividend, will become issuable upon the

conversion or exercise of such securities. Shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and

all assumed Corvex OpCo equity awards were not eligible to receive the Stock Dividend.

Collectively, the Series B, Series C and Series D Preferred Stock are

referred to collectively as “Payment Shares” on that basis that each share has been converted or will be converted or convertible

into Common Stock and each Payment Share, on an as converted basis, represents 1,000 shares of the combined company, which is the basis

for the determination of the estimated purchase price.

Unaudited Pro Forma Condensed Combined Financial Information

The following unaudited pro forma condensed combined financial 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.

As described in Note 3—Acquisition in the Condensed Consolidated

Financial Statements of Corvex, Inc. as of and for the six months ended June 30, 2026, the Company accounted for the Merger using the

acquisition method of accounting. The estimated consideration transferred (“Purchase Price”) of $581,955 consists of Payment

Shares issued and replacement awards related to the pre-combination portion of Corvex OpCo that were replaced by the Company stock options

and restricted stock units. The excess of the purchase price over the estimated fair value of the identifiable net assets acquired has

been recorded as goodwill of $519,318. Identifiable intangible assets recognized include customer relationships of $5,190 and trade names

of $10,210.

The Company allocated the purchase price to tangible and identified

intangible assets acquired and liabilities assumed based on their preliminary estimated fair values, which were determined using generally

accepted valuation techniques based on estimates and assumptions made by management at the time of acquisition. These estimates and assumptions

are believed to be reasonable, but they are inherently uncertain and may be subject to material change as additional information becomes

available during the respective measurement period, which will not exceed 12 months from applicable acquisition date. The primary areas

that are preliminary relate to the valuation of the Payment Shares transferred, the fair values of goodwill, intangible assets, certain

tangible assets and liabilities, and income taxes, and the determination of the useful lives of intangible assets.

The unaudited pro forma condensed combined statements of operations

data for the six months ended June 30, 2026 and for the year ended December 31, 2025 gives effect to the Merger as if it occurred on January

1, 2025 and combines the condensed consolidated historical results of Corvex for the six months ended June 30, 2026 and for the year ended

December 31, 2025 with the historical results of Corvex OpCo for the period through March 19, 2026 and for the year ended December 31,

2025.

A pro forma condensed combined balance sheet has not been presented

because the Merger, which was consummated on March 19, 2026, is already reflected in the historical condensed consolidated balance sheet

of Corvex, Inc. as of June 30, 2026 included in the Company's 10-Q for the six months ended June 30, 2026.

The unaudited pro forma condensed combined statements of operations

for the six months ended June 30, 2026 and year ended December 31, 2025 (the “Pro Forma Financials”) have been derived from

the following sources:

●

The

Company’s condensed consolidated financial statements, accompanying notes, and Management’s

Discussion and Analysis of Financial Condition and Results of Operations included in its

interim report on Form 10-Q for the six months ended and as of June 30, 2026, as filed with

the SEC on August 14, 2026.

●

The

Company’s historical consolidated financial statements, accompanying notes, and Management’s

Discussion and Analysis of Financial Condition and Results of Operations included in its

annual report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the

SEC on March 31, 2026.

● The

historical audited financial statements of Corvex OpCo as of and for the year ended December

31, 2025, as filed with the SEC as Exhibit 99.3 to the Company’s Form 8-K filed on

May 1, 2026; and

● The

Amended and Restated Agreement and Plan of Merger, dated March 19, 2026, by and among Corvex,

Corvex OpCo, and Merger Sub, as filed with the SEC as Exhibit 2.1 to the Company’s

Form 8-K filed on March 19, 2026.

For purposes of the unaudited pro forma condensed combined financial

information, “Total Transaction Accounting Adjustments” consist of adjustments related to the Merger (the “Transaction

Accounting Adjustments: Merger”). The unaudited pro forma condensed combined financial information for the year ended December 31,

2025 has been presented consistent with the pro forma financial information previously disclosed in the Company’s Exhibit 99.3 on

Form 8-K filed on May 1, 2026. Such presentation has been updated solely to update the classification of certain items in the pro forma

condensed combined statements of operations to conform to the Company’s presentation and does not reflect any changes to the underlying

transaction accounting adjustments previously reported.

The following unaudited pro forma condensed combined financial information

presents the combination of the financial information of the Company and Corvex OpCo after giving effect to the Merger described in the

accompanying notes. Subsequent to the Merger, the Company and Corvex OpCo are referred to herein as the “combined company.”

This unaudited pro forma condensed combined financial information,

including the notes thereto, 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 Total Transaction Accounting Adjustments are based on the information currently available and the assumptions

and estimates underlying the pro forma adjustments are described in the accompanying notes. 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. See “Notes to the Unaudited

Pro Forma Condensed Combined Financial Information” below.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

(in thousands, except share and per share data)

Historical

Total Pro Forma Adjustments

Corvex, Inc.

Corvex Legacy

Holdings, Inc.

Transaction

Accounting

Adjustments:

Merger

Note 3

Pro Forma

Combined

Revenue

$ 35

$ 4,277

$ -

$ 4,312

COSTS AND EXPENSES:

Cost of revenue (exclusive of depreciation and amortization)

275

2,356

661

(b), (c)

3,292

Depreciation and amortization

119

2,884

273

(a)

3,276

Technology and infrastructure

916

1,272

626

(c), (d)

2,814

Sales and marketing

264

777

152

(c), (d)

1,193

General and administrative

2,989

12,523

6,616

(b), (c), (d)

22,128

Total costs and expenses

4,563

19,812

8,328

32,703

Loss from operations

(4,528 )

(15,535 )

(8,328 )

(28,391 )

Other income (expense), net:

Interest expense (related party)

(208 )

Interest expense

(148 )

(57 )

(b)

(205 )

Other income, net

161

168

Gain on disposal of assets

2,501

Other income (expense), net

2,300

(57 )

2,256

Loss before income tax expense

(2,228 )

(15,522 )

(8,385 )

(26,135 )

Income tax expense

(20 )

Net loss and total comprehensive loss

$ (2,228 )

$ (15,542 )

$ (8,385 )

$ (26,155 )

Cumulative dividends on Series A preferred stock

(155 )

Net loss attributable to common stockholders

$ (2,383 )

$ (15,542 )

$ (8,385 )

$ (26,310 )

Net loss per share, basic and diluted

$ (1.14 )

$ (0.32 )

$ (0.94 )

Weighted average shares used in computing net loss per share, basic and diluted

2,087,639

25,817,836

27,905,475

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

(in thousands, except share data)

Historical

Total Pro Forma Adjustments

Corvex,

Inc.

Corvex

Legacy

Holdings,

Inc.

Reclassification

Adjustments

Note 4

Transaction

Accounting

Adjustments:

Merger

Note 4

Total Pro

Forma

Adjustments

Pro Forma

Combined

Revenue

$ 433

$ 7,102

$ -

$ 7,535

COSTS AND EXPENSES:

Cost of revenue (exclusive of depreciation and amortization)

2,273

2,851

2,744

(e), (i)

2,744

7,868

Depreciation and amortization

4,392

149

(a)

1,061

(b)

1,210

5,602

Technology and infrastructure

1,342

5,667

(a)

4,357

(e), (f)

10,024

11,366

Research and development

5,740

(5,740 )

(a)

(5,740 )

Sales and marketing

1,186

1,410

(a)

1,213

(e)

2,623

3,809

General and administrative

7,099

6,437

(a)

30,145

(e), (f), (g), (h),

36,582

43,681

Sales, general and administrative

7,923

(7,923 )

(a)

(7,923 )

Total costs and expenses

15,936

16,870

40,239

73,045

Loss from operations

(15,503 )

(9,768 )

(39,520 )

(64,791 )

Other income (expense), net:

Interest expense (related party)

(2,965 )

Loss (gain) change in warrant liability fair value

(9,575 )

9,575

(c)

9,575

Loss (Gain) in fair value of SAFE liability

9,856

(9,856 )

(d)

(9,856 )

Interest and other income, net

183

(b)

270

Other income (expense), net

(2,782 )

311

(224 )

(2,695 )

Income tax benefits (expense)

(60 )

Net loss and total comprehensive loss

$ (18,285 )

$ (9,517 )

$ -

$ (39,744 )

$ (67,546 )

Net loss per share, basic and diluted

$ (21.79 )

$ (1.56 )

$ (1.59 )

$ (2.62 )

Weighted average shares used in computing net loss per share, basic and diluted

840,720

24,977,116

24,997,116

25,817,836

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

Note 1 - Basis of Presentation

The unaudited pro forma condensed combined financial 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.” The unaudited pro forma condensed combined statements of operations

data for the six months ended June 30, 2026 and for year ended December 31, 2025, gives effect to the Merger as if it took place on January

1, 2025 and combines the condensed consolidated historical results of Corvex for the six months ended June 30, 2026 and for the year ended

December 31, 2025 with the historical results of Corvex OpCo for the period through March 19, 2026 and for the year ended December 31,

2025.

The unaudited pro forma condensed combined financial information has

been prepared using the acquisition method of accounting under U.S. GAAP. The Company accounts for the Merger as a business combination

using the acquisition method of accounting under ASC 805. The Company is deemed the accounting acquirer and Corvex OpCo is treated as

the accounting acquiree. The determination of whether control has been obtained begins with the evaluation of whether control should be

evaluated under the variable interest or voting interest model pursuant to ASC 810. If the acquiree is a variable interest entity, the

primary beneficiary would be the accounting acquirer. Corvex OpCo was determined to be a variable interest entity (“VIE”)

as its equity at risk is not sufficient to finance its activities without ongoing subordinated financial support. Upon the Closing, the

Company obtained a 100% equity interest in Corvex OpCo, which represents a variable interest as it absorbs expected losses and is entitled

to residual returns, the Company also has the power to direct the activities that most significantly impact Corvex OpCo’s economic

performance and is therefore the primary beneficiary of the VIE.

The application of acquisition accounting to Corvex OpCo is dependent

upon other factors such as the share price of the Company as well as certain valuations that have yet to progress to a stage where there

is sufficient information for a definitive measurement. These valuations include the determination of the GAAP purchase consideration

for the convertible Series B, Series C and Series D Preferred Stock issued to former Corvex OpCo equityholders, the valuation of intangible

assets, the valuation of property and equipment and the allocation of the GAAP purchase consideration among the acquired assets and liabilities

assumed.

Following the closing of the Merger, the combined company is in the

process of completing the valuations and will finalize the purchase price allocation as soon as practicable within the measurement period,

but in no event later than one year following the closing of the Merger. The assets and liabilities of Corvex OpCo and other pro forma

adjustments have been measured based on various preliminary estimates using assumptions the Company believes are reasonable, based on

information that is currently available. Accordingly, the pro forma adjustments are preliminary. Differences between these preliminary

estimates and the final acquisition accounting could be significant, and these differences could have a material impact on the accompanying

unaudited pro forma condensed combined financial information and the combined company’s future results of operations and financial

position.

The unaudited pro forma condensed combined financial information does

not include the impact of any cost or other operating synergies that may result from the Merger.

On June 30, 2026, the Company disposed of certain of the assets and

intellectual property, comprising the legacy Movano Connected devices and services segment, by transferring them to the holder of the

bridge loan in satisfaction of outstanding indebtedness. The Company evaluated the disposal and concluded it did not qualify for presentation

as a discontinued operation because it did not represent a strategic shift that has, or will have, a major effect on the Company’s

operations and financial results. Therefore, the results of the Connected devices and services segment are presented within continuing

operations for all periods presented and no pro forma adjustments were recorded associated with the disposal of the assets. The impact

of the disposal transaction is recognized a $2,501 gain on disposal of assets.

As the preferred shares underlying the conversions were consideration

for the Merger and such conversions were contemplated in the Merger, the Company has presented these conversions as if they had occurred

on January 1, 2025. A pro forma balance sheet assuming such conversions occurred on June 30, 2026 has not been presented as the only impact

of the conversions is to reclassify $267,505 between the preferred stock and common stock line items classified within stockholders' equity.

On July 7, 2026, following the stockholder approval at the Annual Meeting,

all outstanding shares of Series C Non-Voting Preferred Stock automatically converted into 20,096,713 shares of Common Stock and certain

holders of Series D Preferred Stock converted into 4,752,244 shares of Common Stock. .

To the extent there are significant changes to the business of the

combined company following completion of the Merger, the assumptions and estimates set forth in the unaudited pro forma condensed combined

financial information could change significantly. Accordingly, the pro forma adjustments are subject to change as additional information

becomes available and as additional analyses are conducted following the completion of the Merger. There can be no assurances that these

additional analyses will not result in material changes, including the estimates of fair value of Corvex OpCo’s assets and liabilities.

The Exchange

At the Closing date, Corvex OpCo was capitalized through the issuance

of common stock and Series Seed Preferred Stock. Additionally, Corvex OpCo had issued to investors Series Seed Preferred Warrants (“Corvex

Warrants”) and simple agreements for future equity (“SAFEs”), which were convertible into shares of Corvex OpCo’s

common stock, $0.00001 par value (“Corvex OpCo Common Stock”). Immediately prior to the closing, all existing Corvex OpCo

warrants were converted into shares of Corvex OpCo Series Seed Preferred Stock, based on the net exercise provisions of such warrants.

All outstanding SAFEs were converted into Series Seed Preferred Stock, on the basis of the conversion terms provided in each SAFE agreement.

The equity of Corvex OpCo, including the conversions noted above, is referred to as Corvex OpCo Capital Stock.

Pursuant to the terms of the Merger Agreement, the merger consideration

to be paid by the Company for all of the issued and outstanding shares of Corvex OpCo Capital Stock immediately prior to the closing of

the Merger (the “Closing”) is equal to the following:

a) 240.5620 shares of Movano Series B Preferred Stock which were converted into 240,544 shares of Common Stock on March 31, 2026, with

cash paid in lieu of fractional shares of Common Stock.

b) 23,551.5195 shares of Series C Preferred Stock, which were convertible into approximately 23,551,502 shares of Common Stock, subject

to stockholder approval at the Company’s 2026 Annual Meeting of Stockholders. Stockholders approved such conversion on July 1, 2026,

and all outstanding shares of Series C Preferred Stock automatically converted into Common Stock on July 7, 2026.

c) 30,227.0524 shares of Series D Preferred Stock which shares shall be convertible into approximately 30,227,050 shares of Common Stock,

subject to stockholder approval at the Company’s 2026 Annual Meeting of Stockholders. Stockholders approved such conversion on July

1, 2026, and each share of Series D Preferred Stock is convertible into 1,000 shares of Common Stock at the option of the holder.

Under the terms of the Merger Agreement, at the closing of the Merger,

the Company assumed RSUs representing 6,108,470 shares of Common Stock on a post-Exchange Ratio and options to purchase 8,755,418 shares

of Common Stock issued by Corvex OpCo on a post-Exchange Ratio, under the Corvex, Inc. 2024 Equity Incentive Plan that were outstanding

and unexercised immediately prior to the closing of the Merger.

Each option to purchase shares of Corvex OpCo outstanding and unexercised

immediately prior to the Closing (each a “Corvex OpCo Option”), whether vested or unvested, was converted into an option to

purchase Common Stock, and each restricted stock unit (“RSU”) issued by Corvex OpCo outstanding immediately prior to the Closing

(each a “Corvex OpCo RSU” and together with the Corvex OpCo Options, the “Corvex OpCo Equity Awards”) was converted

into an RSU representing a right to receive Common Stock. The Corvex OpCo Equity Awards were assumed in accordance with their original

terms and no changes to vesting conditions occurred as a result of the Merger. The number of shares underlying the Corvex OpCo Equity

Awards following their assumption by the Company was determined based on the number of shares of Corvex Common Stock subject to each award

immediately prior to the Closing, multiplied by the Exchange Ratio, as defined in the Merger Agreement. Any restriction on the exercise

of an assumed Corvex OpCo Option remained in full force and effect, and the term, exercisability, vesting schedule and other provisions

of each assumed Corvex OpCo Option otherwise remain unchanged.

The Exchange Ratio of 2.225 was determined by dividing the aggregate

shares of Common Stock to be issued to former Corvex OpCo equityholders pursuant to the Merger Agreement by the number of outstanding

shares of Corvex OpCo Common Stock following the conversion of all SAFEs, warrants, and Corvex OpCo shares of preferred stock. Each share

of Corvex OpCo Common Stock was converted into 2.225 shares of Common Stock.

Refer to Note 3—Acquisition in the condensed consolidated financial

statements of Corvex, Inc as of and for the six months ended June 30, 2026, for the calculation of estimated merger consideration, preliminary

purchase price allocation and replacement awards.

Note 2 - Net Loss Per Share

Represents the net loss per share calculated using the historical weighted

average shares outstanding, and the issuance of additional shares in connection with the Merger, assuming the shares were outstanding

since January 1, 2025. As the Merger is being reflected as if it had occurred at the beginning of the period presented, the calculation

of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Merger

had been outstanding for the entire period presented.

The computation of the pro forma basic and diluted net loss per share

attributable to common stockholders during the six months ended June 30, 2026 and the year ended December 31, 2025 is as follows (in thousands,

except share data):

Six Months

Ended

June 30, 2026

Year Ended

December 31, 2025

Numerator:

Net loss attributed to common stockholders

$ (26,310 )

$ (67,546 )

Denominator

Weighted average shares used in computing net loss per share, basic and diluted

27,905,475

25,817,836

Net loss per share, basic and diluted

(0.94 )

(2.62 )

Refer to the table below for the potential shares of common stock that

were excluded from the computation of diluted net loss per share.

Six Months

Ended

June 30, 2026

Year Ended

December 31, 2025

Shares subject to conversion of Series A preferred stock

728,335

552,122

Shares subject to conversion of Series D preferred stock

28,929,588

Shares subject to warrants to purchase common stock

438,547

329,322

Shares subject to options to purchase common stock

8,755,418

439,456

Shares subject to restricted stock units to purchase common stock

5,749,777

Total

44,652,577

30,250,488

Note 3 – Merger and Reclassification Transaction Adjustments

to Unaudited Pro Forma Condensed Combined Statements of Operations for six months ended June 30, 2026

a) Reflects the estimated incremental amortization expense of $273 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.

b) Reflects decrease of lease expense in cost of revenue of $39, general and administrative of $10 and an increase to interest expense

of $57.

c) Reflects stock options post-combination expense of $700 to cost of revenue, $530 to technology and infrastructure, $172 to sales and

marketing, and $3,166 to general and administrative.

d) Reflects restricted stock units post-combination expense of $96 in technology and infrastructure, ($20) to sales and marketing and

$3,460 in general and administrative.

Note 4 – Merger and Reclassification Transaction Adjustments

to Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2025

a) Represents the reclassification of sales, general and administrative expenses into sales and marketing and general and administrative

expenses; the reclassification of research and development into technology and infrastructure; and the reclassification of historical

Movano depreciation expense from research and development and sales, general and administrative expenses into depreciation expense.

b) Reflects the estimated incremental amortization expense of $1,061 resulting from the Merger.

c) Elimination of change in fair value of warrant liability as the Corvex Preferred Stock Warrants converted into shares of Corvex common

stock and subsequently into Payment Shares, at the Exchange Ratio on the merger date.

d) Elimination of change in fair value of SAFE liability as the SAFEs automatically converted into shares of Corvex common stock and

subsequently into Payment Shares, at the Exchange Ratio on the merger date.

e) Reflects stock options post-combination expense of $2,823 to cost of revenue, $3,540 to technology and infrastructure, $1,213 to sales

and marketing, and $13,559 to general and administrative.

f) Reflects restricted stock units post-combination expense of $817 in technology and infrastructure and $15,526 in general and administrative.

g) Reflects the accrual of severance payments pursuant to pre-existing employment agreements of $1,125.

h) Reflects decrease of lease expense in cost of revenue of $79, general and administrative of $65 and interest expense of $77.

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