Corvex, Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31,2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number:001-40254
CORVEX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 82-4233771 |
|---|---|
| (State of incorporation) | (I.R.S. Employer Identification No.) |
3401 North Fairfax Drive, Suite 3230, Arlington, Virginia 22226
(Address of principal executive office) (Zip code)
(866) GET-GPUS ((866) 438-4787)
(Registrant’s telephone number, including area code)
Movano Inc.
6800 Koll Center Parkway
Pleasanton, CA 94566
(Former name or former address, if changed since last report)
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, par value $0.0001 per share | MOVE | The Nasdaq Stock Market LLC |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $5,309,169.
As of March 19, 2026, there were (i)1,208,857 shares of the registrant’s common stock outstanding, (ii) 3,000 shares of the registrant’s Series A Preferred Stock outstanding, (iii) 240.562 shares of the registrant’s Series B Convertible Preferred Stock outstanding, (iv) 23,551.5195 shares of the registrant’s Series C Non-Voting Convertible Preferred Stock outstanding and (v) 30,227.0524 shares of the registrant’s Series D Non-Voting Convertible Preferred Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant intends to file a definitive proxy statement pursuant to Regulation 14A or an amendment to this Form 10-K within 120 days after the end of the fiscal year ended December 31, 2025. Portions of such proxy statement or amendment to this Form 10-K are incorporated by reference into Part III of this Form 10-K to the extent stated therein. Except with respect to information specifically incorporated by reference in this Form 10-K, each document incorporated by reference herein is deemed not to be filed as part hereof.
CORVEX, INC.
TABLE OF CONTENTS
| PART I | ||
|---|---|---|
| Item 1. | Business | 1 |
| Item 1A. | Risk Factors | 12 |
| Item 1B. | Unresolved Staff Comments | 72 |
| Item 1C. | Cybersecurity | 72 |
| Item 2. | Properties | 73 |
| Item 3. | Legal Proceedings | 73 |
| Item 4. | Mine Safety Disclosures | 73 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 74 |
| Item 6. | Reserved | 74 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 74 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 82 |
| Item 8. | Financial Statements and Supplementary Data. | F-1 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 83 |
| Item 9A. | Controls and Procedures. | 83 |
| Item 9B. | Other Information. | 84 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 84 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance. | 85 |
| Item 11. | Executive Compensation | 85 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters. | 85 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 85 |
| Item 14. | Principal Accountant Fees and Services | 85 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statements and Schedules | 86 |
i
EXPLANATORY NOTE
On March 19, 2026, Corvex, Inc. (formerly known as Movano Inc.) (the “Company”) completed the Merger (as defined below) with 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 the Company, 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”). Following the Merger, the Company was renamed Corvex, Inc., effective March 23, 2026.
Following the completion of the Merger, the Company will conduct its operations through two primary business divisions. The Company’s AI cloud computing business specializes in GPU-accelerated infrastructure for AI workloads and the Company’s healthcare business consists of its wellness ring (formerly referred to as the Evie Ring) (the “Wellness Ring”), a wearable designed specifically for women that was launched in November 2023.
While this Annual Report on Form 10-K is being filed under the name Corvex, Inc., the audited consolidated financial statements included in this Annual Report on Form 10-K represent solely the historical financial position, results of operations, and cash flows of the Company prior to the Merger, which principally reflect our Healthcare Business, for all periods presented and should be read in that context. Since the Merger was completed after the fiscal year ended December 31, 2025, it is considered a subsequent event in the context of the financial statements and, accordingly, is not reflected in the Company’s accompanying consolidated financial statements. The financial information presented in this Annual Report on Form 10-K does not include the assets, liabilities, results of operations or cash flows of Corvex Opco, which principally reflect our AI Cloud Computing Business.
The “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report on Form 10-K relate only to the historical operations of the Company prior to the completion of the Merger, which principally reflect our Healthcare Business, and should be read in that context. Accordingly, the historical results presented herein are not inclusive of the financial position, results of operations and cash flows of Corvex OpCo, which principally reflect our AI Cloud Computing Business.
For additional information regarding the Merger, see Note 16 Subsequent Events to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy”, “future”, “likely” or other comparable terms and references to future periods. All statements other than statements of historical facts included in this Annual Report on Form 10-K regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expectations for revenues, cash flows and financial performance, proposed new products or developments or other future events or circumstances, including any underlying assumptions.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
| ● | our limited operating history and our ability to achieve profitability; |
| ● | our need for and ability to obtain additional capital in the future; |
| ● | our expectations regarding the adoption and development of artificial intelligence (“AI”); |
| ● | our plans to expand our current offerings, customer base, data center capacity, sales infrastructure, or market; |
| ● | headcount and facilities expansion plans and expectations; |
| ● | risks associated with the possible failure to realize, or that it may take longer to realize than expected, certain anticipated benefits of the Merger or the proposed transactions, including with respect to future financial and operating results, legislative, regulatory, political and economic developments, and those uncertainties and factors; |
| ● | risks related to Company’s ability to remain listed on Nasdaq following the Closing (as defined herein); |
| ● | the effect of the Merger on our business relationships, operating results and business generally; |
iii
| ● | expectations regarding the strategies, prospects, plans, expectations and objectives of management of the Company for future operations of the Company; |
| ● | our ability to attract and retain the Company’s officers, directors and key employees and other highly qualified personnel; |
| ● | our ability to demonstrate the feasibility of and develop products and their underlying technologies; |
| ● | the impact of competitive or alternative products, technologies and pricing; |
| ● | our ability to attract and retain highly qualified personnel; |
| ● | our dependence on consultants to assist in the development of our technologies; |
| ● | our ability to manage the growth of our Company and to realize the benefits from any acquisitions or strategic alliances we may enter in the future; |
| ● | the impact of macroeconomic and geopolitical conditions; |
| ● | our dependence on third parties to design, manufacture, market and distribute our products; |
| ● | the adequacy of protections afforded to us by the patents that we own and the success we may have in, and the cost to us of, maintaining, enforcing and defending those patents; |
| ● | our ability to obtain, expand and maintain patent protection in the future, and to protect our non-patented intellectual property; |
| ● | the impact of any claims of intellectual property infringement, trade secret misappropriation, product liability, product recalls or other claims; |
| ● | our ability to stay in compliance with laws and regulations that currently apply or may become applicable to our business; |
| ● | the accuracy of our estimates of market size for our products; |
| ● | our ability to implement and maintain effective control over financial reporting and disclosure controls and procedures; |
| ● | our success at managing the risks involved in the foregoing items; and |
| ● | other factors discussed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this Form 10-K. |
Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
iv
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