Corvex Reports Q1 2026 Financial Results and Provides Business Update

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

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

CORVEX, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data) (unaudited)

Three Months Ended
March 31,

2026

2025

REVENUE:

Revenue - AI Platform and services

$

475

$

–

Revenue - Connected devices and services

35

206

Total revenue

510

206

OPERATING EXPENSES:

Cost of revenue - AI Platform and services (exclusive of depreciation and amortization)

247

–

Cost of revenue - Connected devices and services (exclusive of depreciation and
amortization)

265

642

Depreciation and amortization

326

38

Technology and infrastructure

822

2,364

Sales and marketing

304

763

General and administrative

3,393

1,637

Total operating expenses

5,357

5,444

Loss from operations

(4,847)

(5,238)

Other (expense) income, net:

Interest expense (related party)

(178)

–

Interest and other income, net

20

60

Other (expense) income, net

(158)

60

Loss before provision for income taxes

(5,005)

(5,178)

Income tax provision

–

–

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

CORVEX, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands) (unaudited)

March 31,
2026

December 31,
2025

ASSETS

Current assets

Cash and cash equivalents

$

29,330

$

2,827

Accounts receivable, net

1,504

–

Inventory

1,776

1,766

Prepaid expenses and other current assets

5,293

394

Total current assets

37,903

4,987

Property and equipment, net

29,074

101

Operating lease right-of-use assets, net

3,792

415

Intangible assets, net

15,359

–

Goodwill

518,263

–

Other assets

92

97

Total assets

604,483

5,600

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities

Accounts payable

3,668

3,477

Accrued liabilities

1,535

683

Deferred revenue, current

2,226

12

Bridge loan (related party)

4,500

4,382

Operating lease liabilities, current

1,893

253

Finance lease liabilities, current

3,856

–

Total current liabilities

17,678

8,807

Operating lease liabilities, non-current

2,090

267

Finance lease liabilities, non-current

6,559

–

Deferred revenue, non-current

2,153

–

Total non-current liabilities

10,802

267

Total liabilities

28,480

9,074

Commitments and contingencies (Note 13)

Stockholders' equity (deficit)

Preferred stock, $0.0001 par value, 5,000,000 shares authorized at March 31, 2026;
     56,639 and 3,000 shares issued and outstanding at March 31, 2026 and December 31,
     2025, respectively.

574,469

–

Common stock, $0.0001 par value, 500,000,000 shares authorized at March 31, 2026 and
     December 31, 2025; 1,921,809 and 1,228,272 shares issued and outstanding at March
     31, 2026 and December 31, 2025, respectively

–

10

Additional paid-in capital

172,931

162,908

Accumulated deficit

(171,397)

(166,392)

Total stockholders' equity (deficit)

576,003

(3,474)

Total liabilities and stockholders' equity

$

604,483

$

5,600

CORVEX, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

For the three months
ended
March 31,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$

(5,005)

$

(5,178)

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation and amortization

326

38

Stock-based compensation

2,178

299

Noncash lease expense

–

8

Write down of inventory to net realizable value

32

–

Amortization of debt discount (related party)

118

–

Changes in operating assets and liabilities, net of acquisition:

Accounts receivable

(162)

–

Inventory

(42)

(212)

Prepaid expenses and other current assets

(747)

142

Other assets

48

(4)

Accounts payable

(1,362)

509

Deferred revenue

27

(18)

Operating lease liabilities, net

50

–

Accrued liabilities

251

113

Net cash used in operating activities

(4,288)

(4,303)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

(6,238)

–

Cash acquired in business combination

36,679

Net cash provided by investing activities

30,441

–

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments on finance lease liabilities

(32)

–

Issuance of common stock, net of issuance costs

–

758

Issuance of common stock upon exercise of stock options

382

–

Net cash provided by financing activities

350

758

Net increase (decrease) in cash and cash equivalents

26,503

(3,545)

Cash and cash equivalents at beginning of period

2,827

7,902

Cash and cash equivalents at end of period

$

29,330

$

4,357

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest

$

1

$

–

Cash paid for taxes

$

–

$

–

NONCASH INVESTING AND FINANCING ACTIVITIES:

Issuance of common stock upon exercise of stock options in exchange for receivable

$

11

$

–

Business acquired by issuance of equity instruments

$

581,911

$

–

Broker receivable recorded in prepaid and other current assets for payroll withholding taxes

$

97

$

–

Reconciliation of GAAP to Non-GAAP Results

Reconciliation of Net Loss to Adjusted EBITDA

(in thousands, except percentages)

Three Months Ended
March 31,

Change

2026

2025

$

%

Net loss

AI Platform and services

$

(1,625)

$

–

$

(1,625)

(100)

%

Connected devices and services

(3,380)

(5,178)

1,798

35

%

Total net loss

(5,005)

(5,178)

173

3

%

Adjusted EBITDA⁽¹⁾

AI Platform and services

(98)

–

(98)

(100)

%

Connected devices and services

(1,506)

(4,901)

3,395

69

%

Total adjusted EBITDA

$

(1,604)

$

(4,901)

$

3,297

67

%

See the "Non-GAAP Financial Measures" section included above for a reconciliation to the most directly comparable GAAP measure.

Three Months Ended
March 31,

AI Platform and services

2026

2025

Net loss

$

(1,625)

$

–

Depreciation and amortization

295

–

Stock-based compensation⁽¹⁾

1,232

–

Transaction costs⁽²⁾

–

–

Income tax

–

–

Other expense (income), net

–

–

Adjusted EBITDA

$

(98)

$

–

Three Months Ended
March 31,

Connected devices and services

2026

2025

Net loss

$

(3,380)

$

(5,178)

Depreciation and amortization

31

38

Stock-based compensation⁽¹⁾

946

299

Transaction costs⁽²⁾

719

–

Income tax

–

–

Other expense(income), net

178

(60)

Adjusted EBITDA

$

(1,506)

$

(4,901)

(1)

Stock-based compensation: related to 2024 Equity Incentive Plan for employees, contractors, or other entities.

(2)

Related to the transaction costs associated with the merger.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(in thousands, except share and per share data)

Historical

Total Pro Forma Adjustments

Corvex, Inc.

Corvex Legacy
Holdings, Inc.

Transaction Accounting
Adjustments: Merger

Note 1

Pro Forma
Combined

Revenue

$

510

$

3,143

$

-

$

3,653

COSTS AND EXPENSES:

Cost of revenue (exclusive of depreciation and amortization)

512

1,089

592

(b), (c)

2,193

Depreciation and amortization

326

1,671

272

(a)

2,269

Technology and infrastructure

822

274

946

(c), (d)

2,042

Sales and marketing

304

278

263

(c)

845

General and administrative

3,393

1,965

6,316

(b), (c),
(d)

11,674

Total costs and expenses

5,357

5,277

8,389

19,023

Loss from operations

(4,847)

(2,134)

(8,389)

(15,370)

Other income (expense), net:

Interest expense (related party)

(178)

-

-

(178)

Interest and other income, net

20

(462)

57

(b)

(385)

Other income (expense), net

(158)

(462)

57

(563)

Net loss and total comprehensive loss

$

(5,005)

$

(2,596)

$

(8,332)

$

(15,933)

Net loss per share, basic and diluted

$

(3.13)

$

(4.08)

$

(7.81)

Weighted average shares used in computing net loss per
share, basic and diluted

1,628,515

2,039,726

2,039,726

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

(in thousands, except share data)

Historical

Total Pro Forma Adjustments

Corvex,
Inc.

Corvex
Legacy
Holdings,
Inc.

Reclassification
Adjustments

Note 2

Transaction
Accounting
Adjustments:
Merger

Note 2

Total Pro
Forma
Adjustments

Pro Forma
Combined

Revenue

$

433

$

7,102

$

-

$

-

$

-

$

7,535

COSTS AND EXPENSES:

Cost of revenue (exclusive
of depreciation and
amortization)

2,273

2,851

-

2,744

(e), (i)

2,744

7,868

Depreciation and
amortization

-

4,392

149

(a)

1,061

(b)

1,210

5,602

Technology and
infrastructure

-

1,342

5,667

(a)

4,357

(e), (f)

10,024

11,366

Research and development

5,740

-

(5,740)

(a)

-

(5,740)

-

Sales and marketing

-

1,186

1,410

(a)

1,213

(e)

2,623

3,809

General and administrative

-

7,099

6,437

(a)

30,864

(e), (f),
(g), (h),
(i)

37,301

44,400

Sales, general and
administrative

7,923

-

(7,923)

(a)

-

(7,923)

-

Total costs and
expenses

15,936

16,870

-

40,239

40,239

73,045

Loss from operations (1)

(15,503)

(9,768)

-

(40,239)

(40,239)

(65,510)

Other income (expense), net:

Interest expense (related
party)

(2,965)

-

-

-

-

(2,965)

Loss (Gain) change in
warrant liability fair value

-

(9,575)

-

9,575

(c)

9,575

-

Loss (Gain) in fair value of
SAFE liability

-

9,856

-

(9,856)

(d)

(9,856)

-

Interest and other income,
net

183

30

-

(77)

(i)

(77)

136

Other income
(expense), net

(2,782)

311

-

(358)

(358)

(2,829)

Income tax benefits
(expense)

-

(60)

-

-

-

(60)

Net loss and total
comprehensive loss

$

(18,285)

$

(9,517)

$

-

$

(40,597)

$

(40,597)

$

(68,399)

Net loss per share, basic and
diluted

$

(21.79)

$

(19.90)

$

(19.90)

$

(33.53)

Weighted average shares
used in computing net loss
per share, basic and diluted

840,720

2,039,726

2,039,726

2,039,726

(a)

Reflects the estimated incremental amortization expense of $272 resulting from the Merger.

Amortization expense related to the acquired finite-lived intangible assets has been calculated based on preliminary estimated fair values and estimated useful lives of 7 years for customer relationships and 20 years for trade names.

The amount of amortization expense will ultimately be based on the periods in which the associated economic benefits are expected to be derived and the pattern of benefit for each intangible asset, and therefore, the preliminary amount reported may differ significantly between periods based upon the final values assigned to amortization methodology used for each asset.

A 10% increase or decrease in the estimated fair value of the intangible assets would cause an increase or decrease of $27 to the amortization expense amounts as presented in the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026.

(b)

Reflects decrease of lease expense in cost of revenue of $39, sales, general and administrative of $10 and interest expense of $57.

(c)

Reflects stock options post-combination expense of $631 to cost of revenue, $769 to technology and infrastructure, $263 to sales and marketing, and $2,955 to general and administrative.

(d)

Reflects restricted stock units post-combination expense of $177 in technology and infrastructure and $3,371 in general and administrative.

(a)

Represents the reclassification of sales, general and administrative expenses into sales and marketing and general and administrative expenses; the reclassification of research and development into technology and infrastructure; and the reclassification of historical Movano depreciation expense from research and development and sales, general and administrative expenses into depreciation expense. 

(b)

Reflects the estimated incremental amortization expense of $1,061 resulting from the Merger.

A 10% increase or decrease in the estimated fair value of the intangible assets would cause an increase or decrease of $106 to the amortization expense amounts as presented in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025.

(c)

Elimination of change in fair value of warrant liability as the Corvex Preferred Stock Warrants converted into shares of Corvex common stock and subsequently into Payment Shares, at the Exchange Ratio on the merger date.

(d)

Elimination of change in fair value of SAFE liability as the SAFEs automatically converted into shares of Corvex common stock and subsequently into Payment Shares, at the Exchange Ratio on the merger date.

(e)

Reflects stock options post-combination expense of $2,823 to cost of revenue, $3,540 to technology and infrastructure, $1,213 to sales and marketing, and $13,559 to general and administrative.

(f)

Reflects restricted stock units post-combination expense of $817 in technology and infrastructure and $15,526 in general and administrative.

(g)

Reflects estimated incremental transaction-related costs of approximately $719 incurred by the Company after December 31, 2025.

(h)

Reflects the accrual of severance payments pursuant to pre-existing employment agreements of $1,125.

(i)

Reflects decrease of lease expense in cost of revenue of $79, sales, general and administrative of $65 and interest expense of $77.

Reconciliation of Unaudited Pro Forma GAAP to Non-GAAP Results

Reconciliation of Net Loss to Adjusted EBITDA

(in thousands, except percentages)

Historical

Pro Forma (i)

Three Months Ended
March 31,

Year Ended
December 31,

Three Months Ended
March 31,

Year Ended
December 31,

Other financial
information

2026

2025

2026

2025

(in thousands of USD)

Net loss

$

(5,005)

$

(18,322)

$

(15,933)

$

(68,399)

Depreciation and
amortization

326

149

2,269

5,602

Stock-based compensation

2,178

2,913

10,344

42,031

Transaction costs (ii)

719

1,093

1,824

4,209

Income tax

-

-

-

60

Interest expense

178

2,782

563

2,829

Adjusted EBITDA

$

(1,604)

$

(11,385)

$

(933)

$

(13,668)

(i)

Pro forma combined non-GAAP financial information is derived from the unaudited pro forma condensed combined statements of operations included within the unaudited pro forma condensed combined financial information contained elsewhere in this filing, which has been prepared in accordance with Article 11 of Regulation S-X.

(ii)

Transaction costs in the unaudited pro forma condensed combined statements of operations include transaction-related expenses arising from the Merger, as reflected in the transaction accounting adjustments within the unaudited pro forma condensed combined financial information. These amounts include both historical transaction expenses incurred prior to the closing of the Merger and additional expenses recognized in connection with the transaction.