Form 8-K

8-K — Corvex, Inc.

Accession: 0001213900-26-076046

Filed: 2026-07-07

Period: 2026-07-01

CIK: 0001734750

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

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0297207-8k_corvex.htm (Primary)

EX-3.1 — CERTIFICATE OF INCREASE OF SERIES D NON-VOTING CONVERTIBLE PREFERRED STOCK (ea029720701ex3-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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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):

July 1, 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 3. 02 Unregistered Sales of Equity Securities.

The disclosure under Item 8.01 below is incorporated by reference into

this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on March 19, 2026, Corvex, Inc. (the

“Company”) 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 the Company, 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”).

Appointment of Seth Demsey as co-Chief Executive Officer

On July 1, 2026, as previously disclosed and pursuant to the terms

of the Merger Agreement, Seth Demsey was appointed co-Chief Executive Officer of the Company, alongside Jay Crystal, effective following

the Annual Meeting (as defined below).

Mr. Demsey, age 49, has served as a member of the Company’s board

of directors since March 19, 2026. Mr. Demsey has served as the Co-Chief Executive Officer and Co-Founder of Corvex OpCo and

on the Corvex OpCo board of directors since October 2024. Before joining Corvex OpCo, Mr. Demsey served as the chief executive

officer and co-founder of Configure8 from May 2021 through October 2024. He has spent nearly three decades architecting and

operating high-impact AI/ML and developer platforms across startups and industry leaders including NASA, Microsoft, Google, and AOL/Yahoo!.

He holds dozens of patents spanning high-performance computing, distributed systems, security, and data management. Prior to co-founding

Corvex OpCo, Mr. Demsey served in technical leadership roles driving innovation in large-scale distributed computing and mission-critical

infrastructure. His expertise encompasses the full stack of cloud infrastructure technologies required to deliver reliable, high-performance

AI computing at scale. Mr. Demsey received a Bachelor of Science degree in Computer Engineering from Bucknell University and was

previously a business fellow at The Wharton School of the University of Pennsylvania.

Pursuant to the Merger Agreement, on March 19, 2026, the Company entered

into an Employment Agreement with Mr. Demsey. A description of the terms and conditions of Mr. Demsey’s Employment Agreement is

set forth in Item 5.02 of the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March

19, 2026 (the “March 19 Form 8-K”), which such description is incorporated by reference herein. Such description of Mr. Demsey’s

Employment Agreement does not purport to be complete and is qualified in its entirety by reference to Mr. Demsey’s Employment Agreement,

a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Approval of Corvex, Inc. 2026 Equity Incentive Plan

On July 1, 2026, the stockholders of the Company approved the Corvex,

Inc. 2026 Equity Incentive Plan (the “2026 Plan”). A description of the terms and conditions of the 2026 Plan is set

forth in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders of the Company that was commenced on June 26,

2026, adjourned, and reconvened on July 1, 2026 (the “Annual Meeting”), as filed with the Securities and Exchange Commission

on June 5, 2026 (the “Annual Meeting Proxy Statement”) under the heading “Proposal 5 – The 2026 Plan Proposal”,

which such description is incorporated by reference herein. This summary does not purport to be complete and is subject to, and

qualified in its entirety by, the full text of the 2026 Plan, a copy of which is filed as Exhibit 10.2 to this Current Report on Form

8-K and is incorporated herein by reference.

Approval of Corvex, Inc. 2026 Employee Stock Purchase Plan

On July 1, 2026, the Company’s stockholders approved the Corvex,

Inc. 2026 Employee Stock Purchase Plan (the “ESPP”) at the Annual Meeting. A description of the terms and conditions of the

ESPP is set forth in the Annual Meeting Proxy Statement under the heading “Proposal 6 – The 2026 ESPP Proposal”, which

such description is incorporated by reference herein. This summary does not purport to be complete and is subject to, and qualified in

its entirety, by the full text of the ESPP, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated

herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

Amendment to Series D Preferred Stock

As previously disclosed, in connection with the Merger the Company

issued shares of Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”)

and Series D Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”) to the former

security holders of Corvex OpCo. Certain holders of Series C Preferred Stock (the “Exchanging Stockholders”) expressed

interest in exchanging their shares of Series C Preferred Stock for Series D Preferred Stock before the Annual Meeting. On July

1, 2026, the Company entered into exchange agreements with the Exchanging Stockholders to accommodate these requests (the “Preferred

Exchange”).

In connection with the Preferred Exchange, the Company filed a Certificate

of Increase with the Secretary of State of the State of Delaware to increase the number of authorized shares of Series D Preferred

Stock to 50,000 shares (the “Certificate of Increase”). The Certificate of Increase did not otherwise amend the Certificate

of Designations for the Series D Preferred Stock.

The foregoing description of the Certificate of Increase does not purport

to be complete and is qualified in its entirety by reference to the Certificate of Increase, a copy of which is filed as Exhibit 3.1 to

this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of

Security Holders.

On July 1, 2026, the Company reconvened the Annual

Meeting that was commenced on June 26, 2026 and adjourned until July 1, 2026. The certified results of each of the matters voted upon

at the Annual Meeting, which are more fully described in the Annual Meeting Proxy Statement, follow.

The Company’s stockholders elected two nominees

to the Company’s Board of Directors (the “Board”) to serve for three-year terms as Class II directors and one nominee

to the Board to serve for a one-year term as a Class III director, with votes cast as follows:

Director Name

For

Withheld

Broker

Non-Votes

Jay Crystal, Class II Director

756,080

184

664,331

Patrick Fleury, Class II Director

756,080

184

664,331

Nicholas Donofrio, Class III Director

752,073

4,191

664,331

The Company’s stockholders approved, for

purposes of complying with Nasdaq Listing Rule 5635(a) and 5635(b), the issuance of more than 20% of the Company’s issued and outstanding

common stock in connection with the conversion of shares of Series C Preferred Stock and Series D Preferred Stock pursuant to the Merger

Agreement (the “Conversion Proposal”), with votes cast as follows:

For

Against

Abstain

Broker Non-Votes

605,849

1,326

1,024

664,331

The Company’s stockholders approved, for

purposes of complying with Nasdaq Listing Rule 5635(a) and 5635(b), the issuance of more than 20% of the Company’s issued and outstanding

common stock in connection with the vesting of restricted stock units and exercise of options issued and outstanding prior to the Merger

pursuant to the Merger Agreement, with votes cast as follows:

For

Against

Abstain

Broker Non-Votes

605,237

1,803

1,159

664,331

The Company’s stockholders ratified

the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2026, with votes cast as follows:

For

Against

Abstain

Broker Non-Votes

1,418,132

1,131

1,332

The Company’s stockholders approved the

2026 Plan and the awards described in the New Plan Benefits table, the issuance of which are subject to the approval of the 2026 Plan,

with votes cast as follows:

For

Against

Abstain

Broker Non-Votes

731,164

23,323

1,777

664,331

The Company’s stockholders approved the

ESPP, with votes cast as follows:

For

Against

Abstain

Broker Non-Votes

745,067

9,567

1,630

664,331

The Company’s stockholders approved

the adjournment of the Annual Meeting to permit further solicitation of proxies, if necessary or appropriate, with votes cast as follows:

For

Against

Abstain

Broker Non-Votes

1,416,097

2,113

2,385

664,331

Item 8.01 Other Events.

Following the Annual Meeting and stockholder approval of the Conversion

Proposal, on July 7, 2026, all outstanding shares of Series C Preferred Stock automatically converted into shares of the Company’s

common stock in accordance with the Certificate of Designations for the Series C Preferred Stock. Additionally, on July 7, 2026, the Company

effected the conversion shares of Series D Preferred Stock representing 4,752,244 shares of common stock into common stock pursuant to

conversion notices submitted by holders of Series D Preferred Stock. Following such conversions, the Company has 27,635,745 shares of

common stock outstanding and shares of Series D Preferred Stock convertible into 28,929,592 shares of common stock.

Item 9.01 Financial Statements and Exhibits.

Exhibits

The following exhibits are filed herewith:

Exhibit No.

Exhibit Description

3.1

Certificate of Increase of Series D Non-Voting Convertible Preferred Stock

10.1

Employment Agreement between the Company and Seth Demsey (previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-k filed on March 19, 2026, which is incorporated herein by reference)

10.2

Corvex, Inc. 2026 Equity Incentive Plan (previously filed as Exhibit 4.12 to the Company’s Form S-8 (File No. 333-297203) filed on July 1, 2026, which is incorporated herein by reference)

10.3

Corvex, Inc. 2026 Employee Stock Purchase Plan (previously filed as Exhibit 4.15 to the Company’s Form S-8 (File No. 333-297203) filed on July 1, 2026, which is incorporated herein by reference)

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: July 7, 2026

By:

/s/ Chance Moreland

Chance Moreland

Chief Financial Officer

EX-3.1 — CERTIFICATE OF INCREASE OF SERIES D NON-VOTING CONVERTIBLE PREFERRED STOCK

EX-3.1

Filename: ea029720701ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF INCREASE

SERIES D NON-VOTING CONVERTIBLE PREFERRED STOCK OF

CORVEX, INC.

Corvex, Inc., a Delaware corporation

(the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the

State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:

1. That

pursuant to the authority expressly granted to and vested in the Board of Directors of the Company (the “Board”)

by the certificate of incorporation of the Corporation and Section 151(g) of the DGCL, the number of shares of the series of preferred

stock, par value $0.0001 per share, of the Company designated a Series D Non-Voting Preferred Stock be, and hereby is, increased from

30,227.0524 shares to 50,000 shares.

2. The

aforesaid increase in the number of shares of Series D Non-Voting Preferred Stock had been authorized and directed by resolutions adopted

by the Board and approved by the affirmative vote of the holders of a majority of the then outstanding shares of Series D Non-Voting Preferred

Stock pursuant to the Certificate of Designation of Series D Non-Voting Preferred Stock by consent in lieu of a meeting pursuant to Section

228 of the DGCL.

IN WITNESS WHEREOF, the

Corporation has caused this Certificate to be executed by its duly authorized officer on this 1st day of July 2026.

CORVEX, INC.

By:

/s/ Jay Crystal

Name:

Jay Crystal

Title:

Chief Executive Officer

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