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:
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).
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.
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.
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.
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 | ) | |
| - | | |
| - | | |
| |
| (178 | ) |
| Interest and other income, net | |
| 20 | | |
| (462 | ) | |
| 57 | | |
(b) | |
| (385 | ) |
| Other income (expense), net | |
| (158 | ) | |
| (462 | ) | |
| 57 | | |
| |
| (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 | | |
| |
| 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 | | |
| |
| 40,239 | | |
| 73,045 | |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| |
| | | |
| - | |
| Loss from operations (1) | |
| (15,503 | ) | |
| (9,768 | ) | |
| - | | |
| |
| (40,239 | ) | |
| |
| (40,239 | ) | |
| (65,510 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| |
| | | |
| | |
| Other income (expense), net: | |
| | | |
| | | |
| | | |
| |
| | | |
| |
| | | |
| | |
| Interest expense (related party) | |
| (2,965 | ) | |
| - | | |
| - | | |
| |
| - | | |
| |
| - | | |
| (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 | | |
| 30 | | |
| - | | |
| |
| (77 | ) | |
(i) | |
| (77 | ) | |
| 136 | |
| Other income (expense), net | |
| (2,782 | ) | |
| 311 | | |
| - | | |
| |
| (358 | ) | |
| |
| (358 | ) | |
| (2,829 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| |
| | | |
| | |
| Income tax benefits (expense) | |
| - | | |
| (60 | ) | |
| - | | |
| |
| - | | |
| |
| - | | |
| (60 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| |
| | | |
| | |
| Net loss and total comprehensive loss | |
$ | (18,285 | ) | |
$ | (9,517 | ) | |
$ | - | | |
| |
$ | (40,597 | ) | |
| |
$ | (40,597 | ) | |
$ | (68,399 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| |
| | | |
| | |
| Net loss per share, basic and diluted | |
$ | (21.79 | ) | |
| | | |
| | | |
| |
$ | (19.90 | ) | |
| |
$ | (19.90 | ) | |
$ | (33.53 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| |
| | | |
| | |
| Weighted average shares used in computing net loss per share, basic and diluted | |
| 840,720 | | |
| | | |
| | | |
| |
| 2,039,726 | | |
| |
| 2,039,726 | | |
| 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. |
| (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. |
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 | | |
| 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. |
| (c) | Reflects
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.
| (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
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. |
