8-K: Corvex, Inc. Completes Merger, Files Pro Forma Financials

Corvex, Inc. has filed pro forma financial statements reflecting its March 19, 2026 merger with Corvex Legacy Holdings, Inc., showing combined results for Q1 2026 and FY 2025.

Summary

• Corvex, Inc. (formerly Movano Inc.) completed its acquisition of Corvex Legacy Holdings, Inc. (Corvex OpCo) on March 19, 2026.
• The company has filed unaudited pro forma condensed combined financial statements for the three months ended March 31, 2026, and the year ended December 31, 2025.
• These statements present the combined results as if the merger occurred on January 1, 2025.
• The merger was accounted for using the acquisition method, with Corvex, Inc. as the accounting acquirer and Corvex OpCo as the accounting acquiree.
• Goodwill of $518,263 and identifiable intangible assets (customer relationships $5,190, trade names $10,210) were recorded.
• The pro forma combined revenue for Q1 2026 was $3,653,000 and for FY 2025 was $7,535,000.
• The pro forma combined net loss for Q1 2026 was $15,933,000, and for FY 2025 was $68,399,000.
• Adjusted EBITDA (a non-GAAP measure) for Q1 2026 was a loss of $933,000, and for FY 2025 was a loss of $13,668,000.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as neutral to slightly negative due to the significant pro forma losses presented, despite the completion of a strategic merger.

Positives

• The merger has been completed, combining the operations of Corvex, Inc. and Corvex OpCo.
• Pro forma financial statements are being provided to give investors insight into the combined entity's potential performance.
• Identifiable intangible assets, including customer relationships and trade names, have been recognized.

Negatives

• Significant pro forma net losses were reported for both the three months ended March 31, 2026 ($15,933,000) and the year ended December 31, 2025 ($68,399,000).
• Adjusted EBITDA also shows substantial losses for both periods ($933,000 for Q1 2026 and $13,668,000 for FY 2025).
• The preliminary nature of the valuations for acquired assets and liabilities means that final accounting could differ significantly.
• The pro forma statements do not include any potential cost savings or synergies from the merger.

Risks

• The preliminary valuations of acquired assets and liabilities are subject to change, which could materially impact financial results.
• The pro forma financial information is based on assumptions and estimates that are inherently uncertain.
• The combined company's actual results may differ materially from the pro forma projections.
• The exclusion of potential synergies from the pro forma statements means the actual financial performance could be better than presented if synergies are realized.

Future Outlook

The filing presents pro forma financial information as if the merger had occurred earlier, but does not provide specific forward-looking guidance or future outlook statements beyond the pro forma presentation.

Management Comments

• Management believes that Adjusted EBITDA provides useful supplemental information to investors by excluding items that are not considered indicative of the Company's core operating performance.
• The unaudited pro forma condensed combined financial information is for informational purposes only and does not purport to indicate the financial conditions or results that would have been obtained had the Merger actually been completed on the assumed date or for the periods presented, nor what may be realized or expected in the future.

Industry Context

StockSavvy.ai notes that the filing details a significant business combination, a common strategy in the technology and healthcare sectors to achieve scale, expand market reach, or acquire new technologies. The pro forma presentation is standard practice for such events to provide a clearer view of the combined entity's financial profile.

Comparison to Industry Standards

• The pro forma net loss figures for Corvex, Inc. in Q1 2026 ($15.9M) and FY 2025 ($68.4M) indicate a company in a growth or investment phase, which is typical for many technology and biotech firms before achieving profitability.
• The significant goodwill ($518.3M) and intangible assets ($15.4M total) reflect the premium paid in the acquisition, a common occurrence when acquiring companies with strategic value or intellectual property.
• The use of Adjusted EBITDA as a non-GAAP metric is prevalent across the industry to highlight operational performance by excluding non-cash or non-recurring items, though its comparability between companies can vary.

Related Party Transactions

• Interest expense (related party) of $178,000 for Q1 2026 and $2,965,000 for FY 2025 is noted in the pro forma statements.

Stakeholder Impact

• Shareholders: The merger creates a combined entity, with potential future value dependent on the integration and performance of the new Corvex, Inc. The issuance of preferred stock and potential future common stock conversions will impact ownership structure.
• Employees: The merger may lead to integration of workforces and potential changes in roles or responsibilities. Stock options and RSUs assumed by the company will continue under their original terms.
• Creditors: The combined entity's financial health will impact its ability to meet its obligations.

Next Steps

• Finalization of purchase price allocation within 12 months of the acquisition date.
• Stockholder approval for the conversion of Series C and Series D Preferred Stock at the 2026 Annual Meeting.

Key Dates

Recommendation

The filing details a significant merger and provides pro forma financials, which are crucial for understanding the combined entity. However, the substantial pro forma losses and the preliminary nature of valuations warrant a cautious 'hold' stance until the actual combined performance becomes clearer and integration synergies are realized.

Keywords

Corvex, Inc., Merger, Pro Forma Financials, Acquisition, Corvex OpCo, Financial Statements, Adjusted EBITDA, Business Combination