Form 8-K

8-K — Corvex, Inc.

Accession: 0001213900-26-059003

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 — ea0291458-8k_corvex.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED MAY 19, 2026 (ea029145801ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0291458-8k_corvex.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

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 ☒

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.

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.

Item

9.01 - Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release, dated May 19, 2026

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 — PRESS RELEASE, DATED MAY 19, 2026

EX-99.1

Filename: ea029145801ex99-1.htm · Sequence: 2

Exhibit

99.1

Corvex

Reports Q1 2026 Financial Results and Provides Business Update

Conference

Call 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.

Reported

Q1’26 Highlights:

● Completed

acquisition of Corvex OpCo on March 19, 2026, transitioning the Company’s primary business

to AI cloud computing and renaming Movano Inc. to Corvex, Inc., effective March 23, 2026.

● Including

12 days of Corvex OpCo operations in the period, Q1’26 total revenue was $510 thousand, compared

to $206 thousand in Q1’25, including $475 thousand in AI Platform and services revenue contributed

during the post-close stub period.

● Deferred

revenue, including current and non-current portions, grew to $4.4 million at March 31, 2026,

from $12 thousand at December 31, 2025, reflecting contracted AI compute capacity not yet

recognized.

● Net

loss of $(5.1) million, or $(3.13) per share, compared to a net loss of $(5.2) million, or

$(5.35) per share, in Q1’25.

● Adjusted

EBITDA1 loss of $(1.6) million, improved by $3.3 million, or 67%, compared to

$(4.9) million in Q1’25, reflecting disciplined execution as the Company concentrates resources

on its AI platform opportunity.

● The

Company provided supplemental information, including pro forma consolidated financial

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)

million.

● Cash

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

“Non-GAAP Financial Measures” and the reconciliation of GAAP to non-GAAP results

table in this press release for additional information.

First

Quarter 2026 Financial Highlights

Three

Months Ended

March 31,

2026

2025

Revenue

$ 510

$ 206

Operating

expenses

5,357

5,444

Loss

from operations

(4,847 )

(5,238 )

Other

income (expense), net

(158 )

Net

loss

$ (5,005 )

$ (5,178 )

Cumulative

dividends on Series A preferred stock

(96 )

—

Net

loss attributable to common stockholders

$ (5,101 )

$ (5,178 )

Net

loss per share, basic and diluted

$ (3.13 )

$ (5.35 )

Weighted

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

1,628,515

967,331

Conference

Call

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.

About

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-Looking

Statements

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.

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-GAAP

Financial Measures

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.

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.

Summary

Historical and Pro Forma Consolidated Financial Data

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.

Media

Contact

Chris

Donahoe, Stillpoint

corvex.media@stillpointglobaladvisors.com

CORVEX,

INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS

(in

thousands, except share and per share data) (unaudited)

Three

Months Ended

March 31,

2026

2025

REVENUE:

Revenue

- AI Platform and services

$ 475

$ –

Revenue

- Connected devices and services

206

Total

revenue

510

206

OPERATING

EXPENSES:

Cost

of revenue - AI Platform and services (exclusive of depreciation and amortization)

247

–

Cost

of revenue - Connected devices and services (exclusive of depreciation and amortization)

265

642

Depreciation

and amortization

326

Technology

and infrastructure

822

2,364

Sales

and marketing

304

763

General

and administrative

3,393

1,637

Total

operating expenses

5,357

5,444

Loss

from operations

(4,847 )

(5,238 )

Other

(expense) income, net:

Interest

expense (related party)

(178 )

–

Interest

and other income, net

Other

(expense) income, net

(158 )

Loss

before provision for income taxes

(5,005 )

(5,178 )

Income

tax provision

–

Net

loss

$ (5,005 )

(5,178 )

Cumulative

dividends on Series A preferred stock

$ (96 )

$ –

Net

loss attributable to common stockholders

$ (5,101 )

(5,178 )

Net

loss per share, basic and diluted

$ (3.13 )

$ (5.35 )

Weighted

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

1,628,515

967,331

CORVEX,

INC.

CONSOLIDATED

BALANCE SHEETS

(in

thousands) (unaudited)

March

31,

2026

December 31,

2025

ASSETS

Current

assets

Cash

and cash equivalents

$ 29,330

$ 2,827

Accounts

receivable, net

1,504

–

Inventory

1,776

1,766

Prepaid

expenses and other current assets

5,293

394

Total

current assets

37,903

4,987

Property

and equipment, net

29,074

101

Operating

lease right-of-use assets, net

3,792

415

Intangible

assets, net

15,359

–

Goodwill

518,263

–

Other

assets

Total

assets

604,483

5,600

LIABILITIES

AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current

liabilities

Accounts

payable

3,668

3,477

Accrued

liabilities

1,535

683

Deferred

revenue, current

2,226

Bridge

loan (related party)

4,500

4,382

Operating

lease liabilities, current

1,893

253

Finance

lease liabilities, current

3,856

–

Total

current liabilities

17,678

8,807

Operating

lease liabilities, non-current

2,090

267

Finance

lease liabilities, non-current

6,559

–

Deferred

revenue, non-current

2,153

–

Total

non-current liabilities

10,802

267

Total

liabilities

28,480

9,074

Commitments

and contingencies (Note 13)

Stockholders’

equity (deficit)

Preferred

stock, $0.0001 par value, 5,000,000 shares authorized at March 31, 2026; 56,639 and 3,000 shares issued and outstanding

at March 31, 2026 and December 31, 2025, respectively.

574,469

–

Common

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

issued and outstanding at March 31, 2026 and December 31, 2025, respectively

–

Additional

paid-in capital

172,931

162,908

Accumulated

deficit

(171,397 )

(166,392 )

Total

stockholders’ equity (deficit)

576,003

(3,474 )

Total

liabilities and stockholders’ equity

$ 604,483

$ 5,600

CORVEX,

INC.

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(in

thousands) (unaudited)

For

the three months ended

March 31,

2026

2025

CASH

FLOWS FROM OPERATING ACTIVITIES:

Net

loss

$ (5,005 )

$ (5,178 )

Adjustments

to reconcile net loss to net cash used in operating activities

Depreciation

and amortization

326

Stock-based

compensation

2,178

299

Noncash

lease expense

–

Write

down of inventory to net realizable value

–

Amortization

of debt discount (related party)

118

–

Changes

in operating assets and liabilities, net of acquisition:

Accounts

receivable

(162 )

–

Inventory

(42 )

(212 )

Prepaid

expenses and other current assets

(747 )

142

Other

assets

(4 )

Accounts

payable

(1,362 )

509

Deferred

revenue

(18 )

Operating

lease liabilities, net

–

Accrued

liabilities

251

113

Net

cash used in operating activities

(4,288 )

(4,303 )

CASH

FLOWS FROM INVESTING ACTIVITIES:

Purchase

of property and equipment

(6,238 )

–

Cash

acquired in business combination

36,679

Net

cash provided by investing activities

30,441

–

CASH

FLOWS FROM FINANCING ACTIVITIES:

Payments

on finance lease liabilities

(32 )

–

Issuance

of common stock, net of issuance costs

–

758

Issuance

of common stock upon exercise of stock options

382

–

Net

cash provided by financing activities

350

758

Net

increase (decrease) in cash and cash equivalents

26,503

(3,545 )

Cash

and cash equivalents at beginning of period

2,827

7,902

Cash

and cash equivalents at end of period

$ 29,330

$ 4,357

SUPPLEMENTAL

CASH FLOW INFORMATION:

Cash

paid for interest

$ 1

$ –

Cash

paid for taxes

$ –

NONCASH

INVESTING AND FINANCING ACTIVITIES:

Issuance

of common stock upon exercise of stock options in exchange for receivable

$ 11

$ –

Business

acquired by issuance of equity instruments

$ 581,911

$ –

Broker

receivable recorded in prepaid and other current assets for payroll withholding taxes

$ 97

$ –

Reconciliation

of GAAP to Non-GAAP Results

Reconciliation

of Net Loss to Adjusted EBITDA

(in

thousands, except percentages)

Three

Months Ended

March 31,

Change

2026

2025

Net loss

AI Platform and services

$ (1,625 )

$ –

$ (1,625 )

(100 )%

Connected devices and

services

(3,380 )

(5,178 )

1,798

35 %

Total net loss

(5,005 )

(5,178 )

173

3 %

Adjusted EBITDA(1)

AI Platform and services

(98 )

–

(98 )

(100 )%

Connected devices and

services

(1,506 )

(4,901 )

3,395

69 %

Total adjusted EBITDA

$ (1,604 )

$ (4,901 )

$ 3,297

67 %

(1) See

the “Non-GAAP Financial Measures” section included above for a reconciliation

to the most directly comparable GAAP measure.

Three

Months Ended

March 31,

Platform and services

2026

2025

Net loss

$ (1,625 )

$ –

Depreciation and amortization

295

–

Stock-based

compensation(1)

1,232

–

Transaction

costs(2)

–

Income tax

–

Other

expense (income), net

–

Adjusted

EBITDA

$ (98 )

$ –

Three

Months Ended

March 31,

Connected

devices and services

2026

2025

Net loss

$ (3,380 )

$ (5,178 )

Depreciation and amortization

Stock-based

compensation(1)

946

299

Transaction

costs(2)

719

–

Income tax

–

Other

expense(income), net

178

(60 )

Adjusted

EBITDA

$ (1,506 )

$ (4,901 )

(1) Stock-based

compensation: related to 2024 Equity Incentive Plan for employees, contractors, or other

entities.

(2) Related

to the transaction costs associated with the merger.

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 1

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

Transaction

Accounting Adjustments: Merger

Note

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

Note

1 – 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.

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

2 – 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.

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.

Reconciliation

of Unaudited Pro Forma GAAP to Non-GAAP Results

Reconciliation

of Net Loss to Adjusted EBITDA

(in

thousands, except percentages)

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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