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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): August 31, 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) |
|
(IRS 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)
N/A
(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 |
|
MOVE |
|
The Nasdaq Global Market |
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
August 31, 2026, Corvex, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the
“Purchase Agreement”) for a private placement (the “Private Placement”) with certain institutional and accredited
investors (each, a “Purchaser” and collectively, the “Purchasers”). The closing of the Private Placement occurred
on September 2, 2026.
Pursuant
to the Purchase Agreement, the Purchasers have agreed to purchase (i) an aggregate of 3,904,970 shares (the “Common Shares”)
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price per share of $7.75, and
(ii) an aggregate of 353.098 shares of the Company’s Series D Non-Voting Convertible Preferred Stock, par value $0.0001 per
share (the “Series D Preferred Stock”) at a purchase price per share of $7,750.00.
The
Purchase Agreement contains customary representations and warranties of the Company, on the one hand, and the Purchasers, on the other
hand, and customary conditions to closing.
Also
on August 31, 2026, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the
Purchasers, which provides that the Company will register the resale of the Common Shares and the common stock issuable upon the conversion
of the Series D Preferred Stock. The Company is required to prepare and file a registration statement with the Securities and Exchange
Commission no later than October 2, 2026, and to use its commercially reasonable efforts to have the registration statement declared
effective within 30 days thereafter, subject to certain exceptions.
The
Company has also agreed to, among other things, indemnify the Purchasers, their officers, directors, agents, partners, members, managers,
stockholders, affiliates, investment advisers and employees under the registration statement from certain liabilities and pay all fees
and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to
the Company’s obligations under the Registration Rights Agreement.
The
securities to be issued and sold to the Purchasers under the Purchase Agreement will not be registered under the Securities Act of 1933,
as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act, and Regulation D promulgated thereunder, or under any state securities laws. The Company relied on this exemption from registration
based in part on representations made by the Purchasers. The securities may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto,
is an offer to sell or the solicitation of an offer to buy the securities described herein.
The
Company has engaged Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Oppenheimer & Co. Inc. as joint lead placement
agents for the Private Placement. The Company has agreed to pay customary placement fees and reimburse certain expenses of the placement
agents.
The
foregoing summary of the Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in
its entirety by reference to the Purchase Agreement and the form of Registration Rights Agreement, copies of which are filed as Exhibits
10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
To
the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
August 31, 2026, the Company made available a press release announcing the Private Placement. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1
to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore,
the information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1
to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities
Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1† |
|
Securities Purchase Agreement, dated August 31, 2026, by and between Corvex, Inc. and each purchaser listed on the signature pages therein. |
| 10.2 |
|
Registration Rights Agreement dated August 31, 2026, by and between Corvex, Inc. and each purchaser listed on the signature pages therein. |
| 99.1 |
|
Press Release, dated August 31, 2026. |
| 104 |
|
The
cover page from the Company’s Current Report on Form 8-K formatted in Inline XBRL. |
| † | Exhibits
and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally
copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission; provided, however, that the
registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. |
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.
(Registrant) |
| |
|
|
| Date: September 2, 2026 |
By: |
/s/
Chance Moreland |
| |
|
Name: |
Chance Moreland |
| |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
Corvex Announces Significant Data Center Expansion; Increasing Current
Capacity 5x with Contracted Path to 13x
Critical IT capacity expected to increase more than five times
from approximately 1.5 MW to approximately 8 MW by year-end 2026
Right of first refusal on an additional 12.5 MW expansion opportunity
at the Midwest site provides potential pathway to more than 20 MW of total critical IT capacity, resulting in 13x increase to existing
capacity
Expansion expected to support approximately 3,000 additional
latest-generation GPUs across two U.S. data centers
$33 million private placement secured to fund expansion plans; expected to increase pro forma cash and cash equivalents to approximately
$55 million compared to $22 million reported as of June 30, 2026
ARLINGTON, Va., August 31, 2026 — Corvex, Inc. (Nasdaq: MOVE),
an engineering-led AI computing platform specializing in secure, GPU-accelerated infrastructure for AI workloads, today announced a more
than fivefold increase in its critical IT power capacity, with the ability to scale to 13 times its current critical IT power capacity.
The expansion involves doubling capacity at the Company’s existing Mid-Atlantic data center and establishing operations at a second
existing enterprise-scale data center in the Midwest. Together, the deployments are expected to increase Corvex’s critical IT power
capacity from approximately 1.5 MW today to approximately 8 MW by the end of 2026. Both sites are expected to be ready for service in
the fourth quarter of 2026. The Company anticipates generating revenue from these expansions starting in the first quarter of 2027.
The deployments are expected to bring approximately 2,000 latest-generation
GPUs online at the Midwest site, with approximately 1,000 additional GPUs at the Mid-Atlantic site. Both clusters have been designed around
published vendor reference architectures for these platforms and will be made available as bare metal or with a managed Kubernetes orchestration
layer.
Corvex has secured a right of first refusal on an additional 12.5 MW
of critical IT power capacity at the Midwest site, which is anticipated to be ready for service in the third quarter of 2027, and will
market that capacity to prospective customers. The expansion can be designed around a customer’s needs. If Corvex exercises its
right of first refusal and contracts for that capacity, total critical IT power capacity could exceed 20 MW. This expansion is subject
to, among other things, capital availability, customer commitments, equipment delivery, utility energization and local permitting, and
there can be no assurance that this expansion will be pursued or completed.
“The scarce input in AI infrastructure is energized power inside
a finished building. We have secured more than five times as much of it, with the right to scale to more than 20 megawatts in 2027,”
said Jay Crystal, co-CEO and co-founder of Corvex.
Corvex recently commenced discussions with potential customers to match
this new capacity with demand from its existing pipeline and new customers introduced through partner co-selling initiatives. Based on
initial discussions and current market conditions, the Company believes there is an opportunity to secure multi-year, take-or-pay commitments
at prevailing market rates for long-term GPU-as-a-Service contracts. These arrangements may also include high-throughput storage and CPU
compute services, creating additional revenue opportunities beyond GPU capacity. There can be no assurance that any customer agreement
will be entered into, or that any such agreement would be on the terms, at the pricing or of the duration described above.
Corvex has executed definitive agreements for both the Mid-Atlantic
expansion and the new Midwest site. Both deployments sit within existing enterprise data center facilities with live utility power, which
can shorten deployment timelines and reduce development risk relative to greenfield construction.
The expansion will be funded with proceeds from a private placement
of common stock and Series D Preferred Stock (“PIPE”) led by Goldman Sachs & Co. LLC, Morgan Stanley and Oppenheimer &
Co. acting as Joint Lead Placement Agents. The transaction is expected to generate approximately $33 million in gross proceeds, before
fees and expenses. Corvex entered into a securities purchase agreement with strategic institutional and accredited investors to issue
4.258 million shares of as-converted common restricted stock at a purchase price of $7.75 per share. The transaction is expected to close
on or about September 2, 2026, subject to customary closing conditions. Corvex intends to use the proceeds to fund the expansion of its
critical IT power capacity and continued development of its Amplified AI Cloud platform, Token Factory and Assured AI offerings.
A portion of the PIPE proceeds will accelerate development of the Corvex
Token Factory offering, currently in closed alpha. The Corvex Token Factory is being designed to give customers reliable, scalable access
via API to high-performing open-source models, all with a zero data retention policy and operated on a platform that is SOC 2 Type II
certified, with support for HIPAA compliance. Proceeds will also fund continued development of Assured AI, the Company’s secure
computing platform designed around a zero-trust architecture that is built to protect privacy-sensitive inference requests and customer
model weights. Corvex plans to integrate Assured AI into its Token Factory to offer differentiated privacy and security.
“As inference volumes grow, enterprises are paying much closer
attention to the cost of serving AI at scale. Token Factory is built to address that cost by offering near-frontier performance on most
enterprise workloads at a fraction of the price per million tokens of frontier proprietary models,” said Seth Demsey, co-CEO and
co-founder of Corvex. “The differentiation will be in the infrastructure and security layer beneath the API. Integrating our Assured
AI security capabilities directly into the inference platform gives customers a way to combine lower-cost inference with greater control
over sensitive prompts and model weights.”
About Corvex, Inc.
Corvex, Inc. (Nasdaq: MOVE) is an AI cloud computing company specializing
in GPU-accelerated infrastructure for AI workloads, and a publicly traded pure-play AI compute platform. The company provides secure,
scalable and cost-efficient compute resources through GPU-accelerated clusters, high-throughput storage and a layered architecture engineered
for reliability, performance and efficiency at scale. Corvex’s product suite includes AI Factories and GPU Clusters, the Assured
AI confidential-computing platform, as well as the Corvex Token Factory, an inference platform currently in closed alpha. For more information,
visit corvex.ai.
Notice Regarding the Securities
The securities to be issued in the PIPE have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and are being offered and sold
in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
Such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Corvex has agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the shares issued
in the PIPE. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall
there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Statements Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about
future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms
such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potentially,” “seek,” “should,” “target,” “will”
or “would” or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements
relating to product capabilities, customer deployment, business strategy, growth plans and objectives for future operations, the anticipated
closing of the PIPE, the expected use of proceeds, anticipated power and customer-readiness dates, expected megawatt capacity and expansion
options, and statements regarding anticipated customer offtake agreements, contract duration, pricing and attach opportunities. Actual
results could differ materially as a result of, among other factors: the failure to satisfy closing conditions; the Company’s inability
to enter into customer offtake agreements at all, or on the duration, pricing or take-or-pay terms it anticipates; changes in prevailing
market pricing for GPU-as-a-Service capacity; delays in GPU and long-lead equipment delivery; delays in utility energization or interconnection;
local zoning, permitting and moratorium risk affecting expansion phases at either site; the Company’s dependence on third-party
site partners and the execution of definitive agreements with them; the Company’s ability to obtain or maintain partner certifications
and co-selling support; and the Company’s limited operating history. Actual results could differ materially from those expressed
in or implied by the forward-looking statements due to a number of risks and uncertainties, including the risks and uncertainties described
in the Company’s SEC reports, and under the heading “Risk Factors” in its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, which are available at www.sec.gov and in other filings the Company makes and will make with the SEC.
The forward-looking statements contained herein speak only as of the date of this press release. Except as required by law, the Company
does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date
of this press release.
Media Contact
Chris Donahoe, Stillpoint
corvex.media@stillpointglobaladvisors.com
###
