Corvex, Inc.

S-11 ea0297058-s1_corvex.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on July 10, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

3401 North Fairfax Drive, Suite 3230

**Arlington, Virginia 22226

(866) 438-4787

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Chance Moreland

Chief Financial Officer

Corvex, Inc.

3401 North Fairfax Drive, Suite 3230

**Arlington, Virginia 22226

(866) 438-4787

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Mark R. Busch, Esq.

Patrick J. Rogers, Esq.

K&L Gates LLP

300 South Tryon Street, Suite 1000

Charlotte, North Carolina 28202

(704) 331-7440

**Approximate date of commencement of proposed sale to the public:**From time to time, after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

53,390,008 Shares of Common Stock

This prospectus relates to the potential offer and resale, from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”), of up to 53,390,008 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) of Corvex, Inc. (“we”, “us”, “our”, the “Company” or “Corvex”), consisting of: (i) up to 28,929,588 shares of Common Stock issuable upon conversion of the Company’s outstanding 28,929.5944 shares of Series D Non-Voting Convertible Preferred Stock (the “Series D Preferred Stock”), which shares are convertible at the option of the holder at a rate of 1,000 shares of Common Stock per share of Series D Preferred Stock, and (ii) 24,460,420 shares of Common Stock previously issued upon the conversion of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) on July 7, 2026, Series B Convertible Preferred Stock (the “Series B Preferred Stock”) on March 31, 2026, the Company’s Series C Non-Voting Convertible Preferred Stock (the “Series C Preferred Stock”) on July 7, 2026, and the Series D Preferred Stock on July 7, 2026.

The Selling Stockholders may offer, sell or distribute all or a portion of the Shares hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the Shares, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of any sales of the Shares are within the sole discretion of the Selling Stockholders. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale of the Shares. See “Plan of Distribution.”

You should read this prospectus and any prospectus supplement or amendment, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find Additional Information,” carefully before you invest in our securities.

We effected a one-for-ten reverse stock split on October 10, 2025, pursuant to which every ten shares of our issued and outstanding Common Stock were converted into one share of Common Stock. In connection with the Merger Agreement, the Company completed a 1.358-for-1 stock split, effected as a 35.8% stock dividend of its issued and outstanding Common Stock (the “Stock Dividend”). As a result of the Stock Dividend, each share of Common Stock issued and outstanding at the close of business on March 30, 2026 was automatically converted into 1.358 shares of Common Stock and was distributed on approximately April 6, 2026. The reverse stock split and the Stock Dividend had no impact on the par value of our Common Stock or the authorized number of shares of our Common Stock. Unless otherwise indicated, all share and per share information in this prospectus has been adjusted to reflect the reverse stock split and the Stock Dividend.

Our Common Stock is currently listed on the Nasdaq Capital Market under the symbol “MOVE”. On July 8, 2026, the last reported sale price of our Common Stock was $16.50.

We are an “emerging growth company” as that term is defined in Item 10(f)(1) of Regulation S-K, and as such, have elected to comply with certain reduced public company reporting requirements for the registration statement of which this prospectus forms a part and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company”.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. We urge you to read the entire prospectus, any amendments or supplements, any free writing prospectuses, and any documents incorporated by reference carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

Unless otherwise stated or the context otherwise requires, the terms “Corvex”, “we,” “us,” “our” and the “Company” refer to Corvex, Inc.

For investors outside the United States: neither we nor the Selling Stockholders have done anything that would permit this offering or possession or distribution of this prospectus or any prospectus supplement or free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus and any such free writing prospectus outside of the United States.

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