Form 8-K

8-K — Corvex, Inc.

Accession: 0001213900-26-058996

Filed: 2026-05-19

Period: 2026-05-19

CIK: 0001734750

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0291058-8k_corvexinc.htm (Primary)

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF CORVEX, INC. AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND FOR THE YEAR ENDED DECEMBER 31, 2025 (ea029105801ex99-1.htm)

EX-99.2 — UNAUDITED SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION (ea029105801ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0291058-8k_corvexinc.htm · Sequence: 1

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0001734750

2026-05-19

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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 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.

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 three months ended March 31,

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. The unaudited pro forma condensed combined financial information 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.

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 the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, or 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.

The Company is filing as Exhibit 99.2 to this Form 8-K unaudited supplemental

non-GAAP financial information.

The information in this Current Report on Form 8-K and Exhibits 99.1

and 99.2 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.

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 three months ended March 31, 2026 and for the year ended December 31, 2025.

99.2

Unaudited Supplemental Non-GAAP Financial Information

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: May 19, 2026

By:

/s/ J Cogan

J Cogan

Chief Financial Officer

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

EX-99.1

Filename: ea029105801ex99-1.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. Subject to stockholders approving such conversion, (1) each share

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

will be 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 approximately 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 three months ended March 31, 2026, the Company accounted

for the Merger using the acquisition method of accounting. The estimated consideration transferred (“Purchase Price”) of

$581,911 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 $518,263. 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 three months ended March 31, 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 three months ended March

31, 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 March 31, 2026 included in the Company's 10-Q for the three months ended March 31, 2026.

The unaudited pro forma condensed combined

statements of operations for the three months ended March 31, 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 three months ended and as of March, 31, 2026, as

filed with the SEC on May 19, 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 April 30, 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 THREE MONTHS ENDED MARCH 31, 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

$ 510

$ 3,143

$ -

$ 3,653

COSTS AND EXPENSES:

Cost of revenue (exclusive of depreciation and amortization)

512

1,089

592

(b), (c)

2,193

Depreciation and amortization

326

1,671

272

(a)

2,269

Technology and infrastructure

822

274

946

(c), (d)

2,042

Sales and marketing

304

278

263

(c)

845

General and administrative

3,393

1,965

6,316

(b), (c), (d)

11,674

Total costs and expenses

5,357

5,277

8,389

19,023

Loss from operations

(4,847 )

(2,134 )

(8,389 )

(15,370 )

Other income (expense), net:

Interest expense (related party)

(178 )

Interest and other income, net

(462 )

(b)

(385 )

Other income (expense), net

(158 )

(462 )

(563 )

Net loss and total comprehensive loss

$ (5,005 )

$ (2,596 )

$ (8,332 )

$ (15,933 )

Net loss per share, basic and diluted

$ (3.13 )

$ (4.08 )

$ (7.81 )

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

1,628,515

2,039,726

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)

30,864

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

37,301

44,400

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 (1)

(15,503 )

(9,768 )

(40,239 )

(65,510 )

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

(77 )

(i)

(77 )

136

Other income (expense), net

(2,782 )

311

(358 )

(2,829 )

Income tax benefits (expense)

(60 )

Net loss and total comprehensive loss

$ (18,285 )

$ (9,517 )

$ -

$ (40,597 )

$ (68,399 )

Net loss per share, basic and diluted

$ (21.79 )

$ (19.90 )

$ (33.53 )

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

840,720

2,039,726

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 three months ended March 31, 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 three months ended

March 31, 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.

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 are convertible into approximately 23,551,502 shares

of Common Stock, subject to stockholder approval at the Company’s 2026 Annual Meeting

of Stockholders.

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.

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 three months ended March 31, 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 has 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 three months ended March 31, 2026 and the year ended December 31, 2025

is as follows (in thousands, except share data):

Three Months Ended

March 31, 2026

Year Ended

December 31, 2025

Numerator:

Net loss attributed to common stockholders

$ (15,933 )

$ (68,399 )

Denominator

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

2,039,726

Net loss per share, basic and diluted

(7.81 )

(33.53 )

Refer to Note 13- Net Loss Per Share of

the Condensed Consolidated Financial Statements of Corvex, Inc. as of and for the three months ended March 31, 2026, for the potential

shares of common stock that were excluded from the computation of diluted net loss per share for the three months ended March 31, 2026.

Note 3 – Merger and Reclassification Transaction

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations for three months ended March 31, 2026

(a) Reflects

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

decrease of lease expense in cost of revenue of $39, sales, general and administrative of

$10 and interest expense of $57.

stock options post-combination expense of $631 to cost of revenue, $769 to technology and

infrastructure, $263 to sales and marketing, and $2,955 to general and administrative.

(d) Reflects

restricted stock units post-combination expense of $177 in technology and infrastructure

and $3,371 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.

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.

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

estimated incremental transaction-related costs of approximately $719 incurred by the Company

after December 31, 2025.

(h) Reflects

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

(i) Reflects

decrease of lease expense in cost of revenue of $79, sales, general and administrative of

$65 and interest expense of $77.

EX-99.2 — UNAUDITED SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION

EX-99.2

Filename: ea029105801ex99-2.htm · Sequence: 3

Exhibit 99.2

UNAUDITED SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION

Corvex, Inc. (the “Company”) is furnishing the following

information regarding the Adjusted EBITDA of the Company on a pro forma basis for the three months ended March 31, 2026 and for the year

ended December 31, 2025 (collectively, “Adjusted EBITDA”), to supplement the unaudited pro forma condensed combined financial

information of the Company, which is presented on a U.S. generally accepted accounting principles (“GAAP”) basis and prepared

in accordance with Article 11 of Regulation S-X. Adjusted EBITDA is a non-GAAP financial measure. The unaudited pro forma condensed combined

financial information of the Company is included in Exhibit 99.1 to the Current Report on Form 8-K to which this exhibit is

filed.

On March 19, 2026, the Company completed its acquisition of Corvex

Legacy Holdings, Inc. (“Corvex OpCo”) pursuant to the Amended and Restated Agreement and Plan of Merger (the “Merger”).

The unaudited pro forma condensed combined financial information reflects the combined results of the Company and Corvex OpCo as if the

Merger had occurred on January 1, 2025.

The Company’s management utilizes Adjusted EBITDA as a key performance

measure in evaluating the operating performance of the combined company, facilitating period-to-period comparisons, and making decisions

regarding resource allocation. Management believes that Adjusted EBITDA provides useful supplemental information to investors by excluding

items that are not considered indicative of the Company’s core operating performance.

Adjusted EBITDA is defined as net loss, as presented in the unaudited

pro forma condensed combined statements of operations, adjusted to exclude depreciation and amortization, stock-based compensation, transaction

costs, income tax expense , and interest and other expense (income), net.

The Company believes that net loss is the most directly comparable

GAAP financial measure to Adjusted EBITDA for purposes of reconciliation. However, Adjusted EBITDA is not a measure of financial performance

under GAAP and may not be comparable to similarly titled measures presented by other companies, as those companies may define such measures

differently.

The use of Adjusted EBITDA has limitations as an analytical tool. In

particular, this measure does not reflect the Company’s capital expenditures, working capital requirements, interest expense, or

income tax obligations, and excludes stock-based compensation, which may be a recurring component of the Company’s operations. Accordingly,

Adjusted EBITDA should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance

with GAAP.

A reconciliation of Adjusted EBITDA to the most directly comparable

GAAP financial measure, net loss, is presented below.

Historical

Pro Forma (i)

Three Months

Ended March 31,

Year Ended

December 31,

Three Months

Ended March 31,

Year Ended

December 31,

Other financial information

2026

2025

2026

2025

(in thousands of USD)

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

Interest expense

178

2,782

563

2,829

Adjusted EBITDA

$ (1,604 )

$ (11,385 )

$ (933 )

$ (13,668 )

(i) Pro forma combined non-GAAP financial information is derived from the unaudited pro forma condensed combined statements of operations

included within the unaudited pro forma condensed combined financial information contained elsewhere in this filing, which has been prepared

in accordance with Article 11 of Regulation S-X.

(ii) Transaction costs in the unaudited pro forma condensed combined statements of operations include transaction-related expenses arising

from the Merger, as reflected in the transaction accounting adjustments within the unaudited pro forma condensed combined financial information.

These amounts include both historical transaction expenses incurred prior to the closing of the Merger and additional expenses recognized

in connection with the transaction.

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