AI Earnings Predictions for Movano Inc. (MOVE)

EX-99.1

2 ea029105801ex99-1.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF CORVEX, INC. AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND FOR THE YEAR ENDED DECEMBER 31, 2025

Exhibit 99.1

Corvex, Inc. Summary Historical and Pro Forma Consolidated Financial Data

The amounts in this unaudited pro forma condensed combination financial information are presented in thousands of U.S. dollars except share and per share amounts.

Introductory Note

On March 19, 2026, Corvex, Inc. (formerly known as Movano Inc.) (the “Company” or “Corvex”), acquired 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 Corvex, 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”). The Merger Agreement amended and restated in its entirety the prior merger agreement between the parties which was entered into and announced on November 6, 2025 (the “Prior Merger Agreement”). Following the Merger, the Company was renamed Corvex, Inc., effective March 23, 2026.

Pursuant to the Merger Agreement, the Company issued to the prior securityholders of Corvex OpCo (i) 240.562 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), which on an as-converted basis represented no more than 19.9% of the Company’s outstanding common stock, par value $0.0001 per share (the “Common Stock”) immediately prior to the Merger, (ii) 23,551.5195 shares of Series C Preferred Stock and (iii) 30,227.0524 shares of Series D Preferred Stock. Each share of Series B Preferred Stock automatically converted into 1,000 shares of Common Stock on March 31, 2026. Subject to stockholders approving such conversion, (1) each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock and (2) each share of Series D Preferred Stock will be convertible into 1,000 shares of Common Stock.

In connection with the Merger Agreement, the Company declared a stock dividend of 0.358 shares of Common Stock for every share outstanding at the close of business on March 30, 2026 (the “Stock Dividend”). The Stock Dividend is being accounted for as a 1.358-for-1 stock split of its outstanding shares of Common Stock pursuant to ASC 505-20-25-1 through 6. The Stock Dividend was distributed on approximately April 6, 2026. The additional shares of Common Stock that would have been issuable to the holders of record of Series A Preferred Stock, Warrants, and vested and outstanding stock options and restricted stock units ("RSUs"), if they had converted or exercised such securities into Common Stock on the record date of the dividend, will become issuable upon the conversion or exercise of such securities. Shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and all assumed Corvex OpCo equity awards were not eligible to receive the Stock Dividend.

Collectively, the Series B, Series C and Series D Preferred Stock are referred to collectively as “Payment Shares” on that basis that each share has been converted or will be converted or convertible into Common Stock and each Payment Share, on an as converted basis, represents 1,000 shares of the combined company, which is the basis for the determination of the estimated purchase price.

Unaudited Pro Forma Condensed Combined Financial Information

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

In the unaudited pro forma condensed combined financial information, the Merger has been accounted for as a business combination, using the acquisition method of accounting under U.S. GAAP, where the Company is considered to be the accounting acquirer and Corvex OpCo is the accounting acquiree.

As described in Note 3—Acquisition in the Condensed Consolidated Financial Statements of Corvex, Inc. as of and for the three months ended March 31, 2026, the Company accounted for the Merger using the acquisition method of accounting. The estimated consideration transferred (“Purchase Price”) of $581,911 consists of Payment Shares issued and replacement awards related to the pre-combination portion of Corvex OpCo that were replaced by the Company stock options and restricted stock units. The excess of the purchase price over the estimated fair value of the identifiable net assets acquired has been recorded as goodwill of $518,263. Identifiable intangible assets re

EX-99.1

2 ea029145801ex99-1.htm

PRESS RELEASE, DATED MAY 19, 2026

Exhibit 99.1

Corvex Reports Q1 2026 Financial Results and Provides Business Update

Conference Call at 4:30 PM ET / 1:30 PM PT

ARLINGTON,

Va., May 19, 2026 -- Corvex, Inc. (Nasdaq:MOVE), an engineering-led AI computing platform specializing in GPU-accelerated infrastructure for AI workloads, reported first quarter 2026 results and provided a business update.

Reported Q1’26 Highlights:

●Completed acquisition of Corvex OpCo on March 19, 2026, transitioning the Company’s primary business to AI cloud computing and renaming Movano Inc. to Corvex, Inc., effective March 23, 2026.

●Including 12 days of Corvex OpCo operations in the period, Q1’26 total revenue was $510 thousand, compared to $206 thousand in Q1’25, including $475 thousand in AI Platform and services revenue contributed during the post-close stub period.

●Deferred revenue, including current and non-current portions, grew to $4.4 million at March 31, 2026, from $12 thousand at December 31, 2025, reflecting contracted AI compute capacity not yet recognized.

●Net loss of $(5.1) million, or $(3.13) per share, compared to a net loss of $(5.2) million, or $(5.35) per share, in Q1’25.

●Adjusted EBITDA1 loss of $(1.6) million, improved by $3.3 million, or 67%, compared to $(4.9) million in Q1’25, reflecting disciplined execution as the Company concentrates resources on its AI platform opportunity.

●The Company provided supplemental information, including pro forma consolidated financial data for the first quarter of 2026, including pro forma revenue of $3.7 million, pro forma net loss of $(15.9) million and pro forma adjusted EBITDA loss of $(0.9) million.

●Cash and cash equivalents of $29.3 million at March 31, 2026.

“The first quarter marked a defining moment for Corvex as we transitioned into the public markets. With our AI platform now operating as a public company, we believe Corvex is well-positioned to help define the next era of AI infrastructure. AI is reshaping the global computing landscape, and by combining scalable AI infrastructure, inference software, and confidential computing into a unified platform, we believe we are well-positioned to help AI-native organizations, enterprises, and government deploy and secure AI at an industrial scale,” said Jay Crystal, Chief Executive Officer of Corvex.

1See “Non-GAAP Financial Measures” and the reconciliation of GAAP to non-GAAP results table in this press release for additional information.

First Quarter 2026 Financial Highlights

Three Months Ended

March 31,

2026 2025

Revenue $510 $206

Operating expenses 5,357 5,444

Loss from operations (4,847) (5,238)

Other income (expense), net (158) 60

Net loss $(5,005) $(5,178)

Cumulative dividends on Series A preferred stock (96) —

Net loss attributable to common stockholders $(5,101) $(5,178)

Net loss per share, basic and diluted $(3.13) $(5.35)

Weighted average shares used in computing net loss per share, basic and diluted 1,628,515 967,331

Conference Call

Management will host a conference call and live audio webcast to discuss these results and provide a business update today at 4:30pm ET / 1:30pm PT. The live webcast of the earnings conference call can be accessed at the Corvex Investor Relations website at investors.corvex.ai. A replay of the webcast will be available at the same website.

About Corvex

Corvex is an AI cloud computing company specializing in GPU-accelerated infrastructure for AI workloads. Corvex’s platform allows organizations to leverage the advantage of AI by providing secure, scalable, and cost-efficient computational resources. Corvex’s infrastructure leverages advanced GPU-accelerated compute clusters, high-throughput storage systems and layered architecture to provide enhanced security, consistent performance, and efficiency at scale. As previously announced on March 19, 2026, Corvex, Inc. (formerly known as Movano Inc.) acquired Corvex Legacy Holdings, Inc. (Corvex OpCo, formerly known as Corvex, Inc.) (such acquisition the “Merger”). Following the Merger, the Company was renamed Corvex, Inc., effective March 23, 2026.

Forward-Looking

Statements

This press release contains “forward-looking statements” within the meaning of applicable securities laws. Such statements are based on our current expectations, forecasts and assumptions and involve risks and uncertainties. These statements include, but are not limited to, statements related to our business; our strategy; our capital structure; our future growth; our technology; our projections for future active power; demand for our platform; other estimated amounts included in our revenue backlog figure; our plans to scale our platform and accelerate AI innovation; and strategic opportunities. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “ca

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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): December 19, 2025

MOVANO 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.)

6800 Koll Center Parkway Pleasanton, CA

94566

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (415) 651-3172

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 2.02. Results of Operations and Financial Condition.

Reference is made to the information contained in Item 8.01 to this Current Report on Form 8-K set forth below, which is incorporated herein by reference.

Item 8.01. Other Events.

As previously disclosed, Movano Inc., a Delaware corporation (the “Company”), completed a one-for-ten (1-for-10) reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”), effective as of October 10, 2025.

As a result of the Reverse Split, each ten (10) pre-split shares of Common Stock outstanding were automatically combined into one (1) new share of Common Stock, and the number of outstanding shares of Common Stock were reduced from approximately 8.3 million to approximately 0.8 million. The Reverse Split did not change the number of authorized shares of Common Stock or the par value per share of the Common Stock.

The Company is republishing certain financial information to reflect the change in shares of Common Stock outstanding as a result of the Reverse Split. The Company’s audited consolidated financial statements as of and for the years ended December 31, 2024 and December 31, 2023 are set forth as Exhibit 99.1 hereto and are incorporated herein by reference. Other than to account for the change in shares of Common Stock outstanding as a result of the Reverse Split, there have been no other changes to such consolidated financial statements.

Item 9.01. Financial Statements and Exhibits.

Exhibit

Number

Description

23.1

Consent of Baker Tilly US, LLP, former Independent Registered Public Accounting Firm of Movano Inc.

99.1

Audited Financial Statements of Movano Inc. as of and for the years ended December 31, 2024 and 2023

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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.

MOVANO INC.

Date: December 19, 2025 By: /s/ J Cogan

J Cogan

Chief Financial Officer

2