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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):
October 14, 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 1.01. Entry
Into a Material Definitive Agreement.
On October 14, 2026, Corvex,
Inc. (the “Company”) entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with
Chardan Capital Markets LLC, sales agent and, during the applicable exclusive period, as exclusive sales agent (the “Agent”),
pursuant to which the Company may offer and sell, from time to time through or to the Agent (the “Offering”) shares
of its common stock, par value $0.0001 per share (the “Shares”). Any sale of Shares to the Agent acting as principal
will be made pursuant to a separate written terms agreement between the Company and the Agent.
Under the Sales Agreement,
the Agent may sell the Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule
415(a)(4) promulgated under Securities Act of 1933, as amended (the “Securities Act”). The Company has no obligation
to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder.
The Company will pay the
Agent a commission of 2.5% of the aggregate gross proceeds from sales of Shares under the Offering. The Company will also reimburse the
Agent for fees and disbursements of its legal counsel (i) in an amount not to exceed $75,000 in connection with the execution of the Sales
Agreement, (ii) in an amount not to exceed $10,000 per calendar quarter thereafter payable in connection with each representation date
with respect to which the Company is obligated to deliver a certificate to the Agent pursuant to the Sales Agreement for which no waiver
is applicable and excluding the date of the Sales Agreement, and (iii) in an amount not to exceed $30,000 in connection with each additional
program “refresh,” including the filing or effectiveness of any additional or replacement registration statement, prospectus
or prospectus supplement relating to the shares of common stock sold pursuant to the Sales Agreement or any material amendment to the
Sales Agreement. The Sales Agreement contains customary representations and warranties, covenants and indemnification and contribution
obligations, including indemnification and contribution for liabilities under the Securities Act.
The Company intends to
use the net proceeds from the Offering for working capital and general corporate purposes.
The Shares are being offered
and sold pursuant to the Company’s effective shelf registration statement under the Securities Act on Form S-3 (File No. 333-298769)
(the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”)
on September 16, 2026, and a prospectus supplement relating to the Shares, dated October 14, 2026, which the Company filed with the SEC
pursuant to Rule 424(b)(5) under the Securities Act on October 14, 2026.
The Sales Agreement is
attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the opinion of K&L Gates LLP relating to the legality
of the issuance and sale of the Shares in the Offering is attached hereto as Exhibit 5.1 and is incorporated herein by reference and is
filed with reference to, and is hereby incorporated by reference into, the Registration Statement. The foregoing description of the Sales
Agreement and the Offering does not purport to be complete and is qualified in its entirety by reference to such exhibit.
The Sales Agreement has
been included to provide investors and security holders with information regarding its terms. The Sales Agreement is not intended to provide
any other factual information about the Company. The representations, warranties and covenants contained in the Sales Agreement were made
only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, may in some
cases be made solely for the allocation of risk between the parties and may be subject to limitations agreed upon by the contracting parties.
This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation,
or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
Exhibits
The following exhibits are filed herewith:
| Exhibit No. |
|
Exhibit Description |
| 5.1 |
|
Opinion of K&L Gates LLP |
| 10.1 |
|
At-the-Market Sales Agreement, dated as of October 14, 2026, by and between the Company and Chardan Capital Markets, LLC |
| 23.1 |
|
Consent of K&L Gates LLP (included in Exhibit 5.1) |
| 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: October 14, 2026 |
By: |
/s/ Chance Moreland |
| |
|
Chance Moreland |
| |
|
Chief Financial Officer |
