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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):
April 27, 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 4.01 Changes in Registrant’s Certifying Accountant.
On April 27, 2026, in connection with the closing
of the previously announced merger between Corvex, Inc. (formerly known as Movano Inc.) (the “Company”), Thor Merger Sub Inc.
and Corvex Legacy Holdings, Inc. (formerly known as Corvex, Inc.) on March 19, 2026 (the “Merger”), the Audit Committee of
the Board of Directors of the Company approved the dismissal of RBSM LLP (“RBSM”) as the Company’s independent registered
public accounting firm and approved the engagement of BDO USA, P.C. (“BDO”) as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2026.
The audit report of RBSM on the
Company’s consolidated financial statements for the fiscal year ended December 31, 2025 did not contain an adverse opinion or
a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such
report included an explanatory paragraph regarding the Company’s ability to continue as a going concern. During the Company’s
fiscal year ended December 31, 2025 and the subsequent interim period through the effective date of the change in the
Company’s independent accountant, there were no (a) disagreements with RBSM on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to RBSM’s satisfaction,
would have caused RBSM to make reference to the subject matter of the disagreement in its reports on the Company’s financial
statements, or (b) reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K except for the material
weaknesses previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 under
“Item 9A. Controls and Procedures,” (the “Form 10-K”) as described below. RBSM was not the Company’s
independent accountant for the fiscal year ended December 31, 2024 and did not issue an audit report in respect of such fiscal
year.
As described in the Form 10-K, the Company previously
identified material weaknesses in its internal control over financial reporting stemming from control deficiencies relating to an ineffective
control environment. The disclosure in the Form 10-K noted that the Company has an insufficient number of personnel with an appropriate
level of knowledge and experience to create the proper environment for effective internal control over financial reporting, and did not
maintain the other components of the COSO framework, including appropriate risk assessment, control activities, information and communication,
and monitoring activities components, relating to (i) sufficiency of processes related to identifying and analyzing risks to the achievement
of objectives, including technology, across the entity, (ii) developing general control activities over technology to support the achievement
of objectives across the entity, (iii) sufficiency of selecting and developing control activities that contribute to the mitigation of
risks to the achievement of objectives to acceptable levels and (iv) sufficiency of monitoring activities to ascertain whether the components
of internal control are present and functioning.
This reportable event was discussed among the
Company’s management, the Audit Committee of the Board of Directors, and RBSM. RBSM has been authorized by the Company and the Audit
Committee of the Board of Directors to respond fully to the inquiries of BDO, the Company’s successor independent registered public
accounting firm as further described below, concerning this reportable event or other matters.
The Company provided RBSM with a copy of this
Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “Commission”) and requested
that RBSM furnish the Company with a letter addressed to the Commission stating whether it agrees with the above statements and, if not,
stating the respects in which it does not agree. A copy of RBSM’s letter, dated April 28, 2026, is filed as Exhibit 16.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
During the Company’s two most recent fiscal
years ended December 31, 2025 and 2024 and the subsequent interim period through April 27, 2026, neither the Company nor anyone acting
on its behalf consulted with BDO regarding (i) the application of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral
advice was provided by BDO to the Company that BDO concluded was an important factor considered by the Company in reaching a decision
as to any accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation
S-K). Prior to the Merger, BDO served as Corvex Legacy Holdings, Inc.’s independent auditor.
Item 9.01 Financial Statements and Exhibits.
Exhibits
The following exhibits are filed herewith:
|
Exhibit No. |
|
Exhibit Description |
| 16.1 |
|
Letter of RBSM LLP dated April 28, 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: April 28, 2026 |
By: |
/s/ J. Cogan |
| |
|
J. Cogan |
| |
|
Chief Financial Officer |
