Corvex, Inc. (MOVE) SEC Filings, Jan-Mar 2026

Movano Inc. director Emily Fairbairn exercised stock options for 55,250 shares of Common Stock at an exercise price of $1.25 per share. The options were previously granted contingent on shareholder approval of an amendment to the Omnibus Incentive Plan and became exercisable after approval on December 16, 2025.

Following the exercise on March 16, 2026, she holds 68,369 shares of Common Stock directly. Additional Common Stock is held indirectly through the Fairbairn Unitrust and Valley High Limited Partnership, where she has voting and investment power, while disclaiming beneficial ownership in the trust except for her and her spouse’s pecuniary interest.

Movano Inc. files a Form 425 providing Corvex's March 12, 2026 product announcement and merger update. Corvex announced early availability of Corvex Secure Model Weights, a patent-pending solution that uses hardware-based TEEs and NVIDIA Confidential Computing instructions to keep model weights decrypted only inside GPU secure memory.

The release emphasizes open-source orchestration via Confidential Containers (CoCo) and owner-controlled key custody, targets frontier AI builders and regulated enterprises, and notes Corvex and Movano agreed to an all-stock merger via a definitive agreement announced November 10, 2025.

Movano furnished a communication by Corvex announcing verified production deployment of confidential computing on NVIDIA HGX B200 systems. The Corvex release describes encrypted GPU-to-GPU communication across NVIDIA NVSwitch and NVLink, integration with Intel Trust Domain Extensions and Intel® Trust Authority remote attestation, and near‑native performance for runtime protection of sensitive models and data.

The filing also reiterates the previously announced definitive merger agreement between Movano and Corvex for an all‑stock combination and references the pending Form S-4 and proxy materials.

Movano Inc. registers 545,456 shares of common stock for resale, representing shares issuable upon conversion of its Series A Preferred Stock at a conversion price of $5.50 per share.

The resale registration states the Company will not receive any proceeds from sales by the Selling Stockholders. The prospectus also discloses a one-for-ten reverse stock split effective October 10, 2025, 1,141,930 shares of common stock issued and outstanding as of February 4, 2026, and that Nasdaq granted an extension to March 30, 2026 to regain the $2.5 million stockholders’ equity listing requirement.

Movano Inc. filed an amended resale registration statement covering up to 545,456 shares of common stock issuable on conversion of its Series A Preferred Stock. These shares were sold for $3.0 million of bridge financing and will convert at $5.50 per share, with Movano receiving no proceeds from any resale.

The Series A will automatically convert upon closing Movano’s planned merger with Corvex, an AI cloud computing company, subject to customary conditions and stockholder approval. Movano has also entered into a Chardan equity facility that permits issuances up to $1.0 billion and has registered 110,000,000 shares for resale under that arrangement. As of February 4, 2026, Movano had 1,141,930 shares outstanding; issuing all 545,456 registered shares would increase this to 1,687,386, meaning substantial potential dilution.

The company previously effected a 1‑for‑10 reverse stock split and has disclosed that Corvex holders are expected to own about 94.9% of the combined company after the merger, leaving current Movano holders with approximately 5.1%. Movano is not in compliance with Nasdaq’s $2.5 million stockholders’ equity requirement, having reported stockholders’ equity of approximately $(1.701) million as of September 30, 2025, but has been granted an extension until March 30, 2026 to regain compliance. The prospectus highlights significant risks around dilution, merger execution, supply constraints for AI infrastructure, and the possibility that Movano’s common stock could be delisted if compliance is not restored.

Movano Inc. is registering up to 110,000,000 shares of common stock for resale by Chardan Capital Markets under a committed equity facility. These “Purchase Shares” may be issued over three years under a ChEF Purchase Agreement with a total potential gross purchase price of up to $1,000,000,000.

Movano will not receive proceeds from Chardan’s resale of shares, but will receive cash when it sells newly issued shares to Chardan at a discount to market, subject to an exchange cap, a 4.99% beneficial ownership limit, and Corvex’s prior written consent before the Corvex merger closes. As of February 4, 2026, Movano had 1,141,930 shares outstanding, so full use of the facility could be highly dilutive.

The filing is tied to Movano’s planned merger with AI infrastructure company Corvex, after which the combined company will be renamed Corvex, Inc., with former Corvex holders expected to own about 94.9% of the combined company. Movano recently effected a one‑for‑ten reverse stock split and has an extension from Nasdaq until March 30, 2026 to regain the $2.5M stockholders’ equity listing requirement, with no assurance of success.

Movano Inc. has filed an amended registration statement for an all‑stock merger with Corvex, Inc., creating an AI cloud computing company focused on GPU‑accelerated infrastructure. A Movano subsidiary will merge into Corvex, which will become a wholly owned subsidiary, and Movano will be renamed Corvex, Inc.

Based on the current exchange formula, former Corvex securityholders are expected to own about 94.9% of the combined company on a fully diluted basis, while existing Movano holders retain roughly 5.1%. Each Corvex share is expected to convert into approximately 1.8969 Movano shares plus potential stock earnouts tied to future $15 and $25 share‑price targets.

Movano plans to sell its legacy healthcare assets and may distribute any net proceeds to pre‑merger stockholders after debt and reserve payments. The merger requires approval of Movano stockholders, including a Nasdaq‑mandated stock issuance and change‑of‑control vote, as well as adoption of new 2026 equity incentive and employee stock purchase plans. Support agreements already cover about 23.2% of Movano’s outstanding common shares.

Movano Inc. Chief Executive Officer and Director John Mastrototaro reported exercising stock options and related share sales. On January 26, 2026, he exercised 72,834 stock options at an exercise price of $1.25 per share, receiving the same number of common shares.

On January 27, 2026, he sold several blocks of Movano common stock, including 4,512 shares at a weighted average of $19.12, 5,444 shares at $20.18, 14,960 shares at $20.75, 5,746 shares at $21.78, and 2,407 shares at $23.37. A footnote states these sales were made to pay withholding taxes and exercise prices tied to stock option awards granted in lieu of 2025 cash salary. After the transactions, he directly owned 56,114 Movano common shares.

The option exercised was granted contingent on shareholder approval of an amendment to Movano’s Omnibus Incentive Plan increasing authorized shares; it became exercisable upon shareholder approval of the Plan Amendment on December 16, 2025.

Movano Inc. CFO Jeremy Cogan reported an option exercise and related share sales. On January 26, 2026, he exercised 64,834 stock options at an exercise price of $1.25 per share, receiving the same number of common shares.

On January 27, 2026, he sold an aggregate of 28,736 common shares in multiple open-market transactions at weighted average prices between $19.11 and $23.37. A footnote states these sales were made to pay withholding taxes and exercise prices tied to option awards granted in lieu of 2025 cash salary. After these transactions, he directly owned 60,504 Movano common shares.