As filed with the U.S. Securities and Exchange Commission on December 19, 2025

Registration No. 333-              

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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MOVANO INC.
(Exact name of registrant as specified in its charter)

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6800 Koll Center Parkway
Pleasanton, CA 94566 
(415) 651-3172
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________________________

J. Cogan

Chief Financial Officer

Movano Inc.

6800 Koll Center Parkway

Pleasanton, CA 94566

(415) 651-3172
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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, a 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. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

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, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Agreement and approved the merger and the transactions contemplated thereby through action by written consent in lieu of a meeting of the stockholders of Corvex in accordance with the Corvex’s amended and restated certificate of incorporation, as amended (the “Corvex certificate of incorporation”), its bylaws (the “Corvex bylaws”), and applicable provisions of the Delaware General Corporation Law (the “DGCL”).

After careful consideration, the board of directors of Movano (the “Movano Board”), and board of directors of Corvex (the “Corvex Board”), have unanimously approved the Merger Agreement and the transactions contemplated thereby, including the proposals referred to above. The Movano Board unanimously recommends that its stockholders vote “FOR” each of the Movano Stockholder Proposals, each as is described in this proxy statement/prospectus.

More information about Movano, Corvex and the proposed transactions are contained in this proxy statement/prospectus. Movano and Corvex urge you to read this proxy statement/prospectus carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 16.

Movano and Corvex are excited about the opportunities the merger brings to both Movano and Corvex stockholders, and thank you for your consideration and continued support.

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

This proxy statement/prospectus is dated            , 2025, and is first being mailed to Movano and Corvex stockholders on or about            , 2025.

MOVANO INC.
6800 Koll Center Parkway
Pleasanton, CA 94566 
(415) 651-3172

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On            , 2026

Dear Stockholders of Movano:

On behalf of the Movano Board, Movano is pleased to deliver this proxy statement/prospectus for the proposed merger between Movano and Corvex, pursuant to which Merger Sub, Inc., a wholly-owned subsidiary of Movano, will merge with and into Corvex, with Corvex surviving the merger as a wholly-owned subsidiary of the combined company. The special meeting of stockholders of Movano will be held on            , 2026 at 9:00 a.m., Pacific Time, unless postponed or adjourned to a later date. Movano stockholders will be able to attend and participate in the Movano special meeting online by visiting            for the following purposes:

1.      To approve (i) the issuance of shares of Movano common stock, which will represent more than 20% of the shares of Movano common stock outstanding immediately prior to the merger, to stockholders of Corvex, pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus, and pursuant to Nasdaq Listing Rule 5635(a) and (ii) the change of control of Movano resulting from the merger pursuant to Nasdaq Listing Rule 5635(b) (the “Stock Issuance Proposal”);

2.      To approve the Corvex Inc. 2026 Equity Incentive Plan (the “2026 Plan”), in the form attached as Annex D to the accompanying proxy statement/prospectus, which will become effective as of and contingent on the completion of the merger (the “2026 Plan Proposal”);

3.      To approve the Corvex, Inc. 2026 Employee Stock Purchase Plan (the “2026 ESPP”), in the form attached as Annex E to the accompanying proxy statement/prospectus, which will become effective as of and contingent on the completion of the merger (the “2026 ESPP Proposal”); and

4.      To approve an adjournment of the Movano special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal (the “Adjournment Proposal”).

If the merger is not consummated, the 2026 Plan Proposal and the 2026 ESPP Proposal will be automatically withdrawn. Except as stated above, no Movano Proposal is contingent upon any other Movano Proposal.

The Movano Board has fixed            ,            as the record date for the determination of stockholders entitled to notice of, and to vote at, the Movano special meeting and any adjournment or postponement thereof. Only holders of record of shares of Movano common stock at the close of business on the record date are entitled to notice of, and to vote at, the Movano special meeting. At the close of business on the record date, Movano had shares of common stock outstanding and entitled to vote.

Your vote is important. The affirmative vote of the holders of a majority of the shares of Movano common stock properly cast at the Movano special meeting, presuming a quorum is present, is required for approval of each of the Movano Stockholder Proposals.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following section provides answers to frequently asked questions about the merger. This section, however, provides only summary information. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections.

Q:     What is the merger?

A:     Movano and Corvex, Inc. have entered into the Merger Agreement, which contains the terms and conditions of the proposed business combination of Movano and Corvex. Under the Merger Agreement, Merger Sub, Inc., a wholly-owned subsidiary of Movano, will merge with and into Corvex, with Corvex surviving the merger as a wholly-owned subsidiary of the combined company. Following the merger, Movano will be renamed Corvex, Inc. and is referred to herein as the “combined company.”

Subject to the terms and conditions of the Merger Agreement, at the effective time of the merger (the “Effective Time”), (a) each outstanding share of capital stock of Corvex (other than any shares held as treasury stock that will be cancelled), will be converted into the right to receive the number of shares of Movano common stock equal to the Exchange Ratio described below and (b) each outstanding Corvex stock option, whether vested or unvested, and warrant that has not previously been exercised prior to the Effective Time will be assumed by Movano and converted into an option or warrant, as applicable, to purchase shares of Movano common stock, as described in the section titled “Treatment of Corvex Stock Options and Warrants” below.

Under the Exchange Ratio formula in the Merger Agreement, as of immediately after the merger and assuming no adjustments for liabilities of Movano above an agreed upon limit, expenses of Movano in excess of an agreed upon budget, or otherwise, as provided for in the Merger Agreement, the former Corvex securityholders are expected to own approximately 94.8% of the aggregate number of Post-Closing Shares on a fully diluted basis, and the former Movano securityholders are expected to own approximately 5.2% of the aggregate number of Post-Closing Shares on a fully diluted basis. The Exchange Ratio will be fixed prior to closing to reflect Movano’s and Corvex’s capitalization as of immediately prior to such time.

Q:     What will happen to Movano if, for any reason, the merger does not close?

A:     If, for any reason, the merger does not close, the Movano Board may elect to, among other things, attempt to complete another strategic transaction like the merger, attempt to sell or otherwise dispose of the various assets of Movano or continue to operate the business of Movano. Movano may be unable to identify and complete an alternative strategic transaction or continue to operate the business due to limited cash availability, and it may be required to dissolve and liquidate its assets. In such case, Movano would be required to pay all of its debts and contractual obligations, and to set aside certain reserves for potential future claims, and there can be no assurances as to the amount or timing of available cash left to distribute to stockholders after paying the debts and other obligations of Movano and setting aside funds for reserves.

Q:     Why are the companies proposing to merge?

A:     Movano and Corvex believe that the combined company will have several potential advantages, including: (i) strategic position to capture AI infrastructure demand at scale, (ii) a combined management team with experience in AI cloud computing and public company management and (iii) a board of directors with experience in public company governance.

Following the merger, the combined company will focus on developing and commercializing Corvex’s differentiated set of GPU-as-a-Service and AI-as-a-Service capabilities based on its Amplified AI Cloud platform.

For a more complete discussion of Movano’s and Corvex’s reasons for the merger, please see the section titled “The Merger — Movano Reasons for the Merger” and “The Merger — Corvex Reasons for the Merger.”

Q:     What are the combined company’s plans with respect to Movano’s legacy assets?

A:     Prior to the completion of the Merger, Movano will continue to seek to enter into a series of transactions with certain third parties to monetize certain legacy assets, including Movano’s intellectual property, equipment, inventory, in accordance with the limitations and requirements set forth in the Merger Agreement. To the

extent Movano is able to sell such assets and realize net proceeds after paying the balance due under the Loan Agreement and Promissory Note, dated August 6, 2025, as amended on November 3, 2025 and November 6, 2025 (the “Loan Agreement”) with Evie Holdings LLC (“Lender”) pursuant to which Movano obtained $1,500,000 in secured debt financing (the “Bridge Loan”), and satisfying certain other reserve requirements, Movano is permitted to distribute such net proceeds to pre-merger Movano stockholders at Closing.

Q:     Why am I receiving this proxy statement/prospectus?

A:     You are receiving this proxy statement/prospectus because you have been identified as a stockholder of Movano as of the applicable record date, and you are entitled, as applicable, to vote at the Movano stockholder meeting to approve among other things the issuance of shares of Movano common stock pursuant to the Merger Agreement. This document serves as:

•        a proxy statement of Movano used to solicit proxies for its special meeting of stockholders; and

•        a prospectus of Movano used to issue shares of Movano common stock in exchange for shares of Corvex common stock in the merger.

Q:     What is required to consummate the merger?

A:     To consummate the merger, Movano stockholders must approve the issuance of shares of Movano common stock pursuant to the Merger Agreement.

The approval of the issuance of Movano common stock pursuant to the Merger Agreement by the stockholders of Movano requires the affirmative vote of the holders of a majority of the shares of Movano capital stock properly cast at the Movano special meeting, presuming a quorum is present at the meeting.

Certain directors, officers and certain stockholders of Movano (solely in their capacity as stockholders of Movano) who in the aggregate own approximately 17.5% of the outstanding shares of Movano common stock and approximately 15.8% of the voting power of the outstanding Movano common stock and Series A Preferred Stock (voting together as a single class, and, with respect to the Series A preferred stock, on an as-converted basis on December 5, 2025), are parties to support agreements with Corvex pursuant to which such stockholders have agreed to vote for the adoption of the Merger Agreement and the merger and for the issuance of Movano common stock in the merger pursuant to the Merger Agreement, pursuant to the terms of the support agreements.

On November 6, 2025, the stockholders of a sufficient number of shares of Corvex common stock required to adopt the Merger Agreement have adopted the Merger Agreement and approved the merger and the transactions contemplated thereby through action by written consent in lieu of a meeting of the stockholders of Corvex in accordance with the Corvex certificate of incorporation, Corvex bylaws and applicable provisions of the Delaware General Corporation Law (“DGCL”).

In addition to the requirement of obtaining such stockholder approval, each of the other closing conditions set forth in the Merger Agreement must be satisfied or waived.

For a more detailed discussion of the support agreements see the section titled “Agreements Related to the Merger — Support Agreements.”

For a more complete description of the closing conditions under the Merger Agreement, please see the section titled “The Merger Agreement — Conditions to the Closing of the Merger.”

Q:     What will Corvex securityholders receive in the merger?

A:     As a result of the merger, Corvex securityholders will become entitled to receive shares of Movano common stock equal to approximately 94.8% of the aggregate number of Post-Closing Shares on a fully diluted basis. Each share of Corvex common stock or Corvex preferred stock will be converted into the right to receive approximately (i) 1.8911 shares of Movano common stock, subject to adjustment as provided below under “Exchange Ratio” and for any reverse stock split (such final exchange ratio referred to herein as the Exchange

Ratio) plus (ii) (A) if the $15 Earnout Target is achieved, the $15 Earnout Per Share Amount (each as defined in the Merger Agreement), and (B) if the $25 Earnout Target is achieved, the $25 Earnout Per Share Amount (each as defined in the Merger Agreement) plus (iii) any cash paid in lieu of fractional shares.

For a more complete description of what Corvex securityholders will receive in the merger, please see the sections titled “Market Price and Dividend Information” and “The Merger Agreement — Merger Consideration.”

Q:     What will Movano securityholders receive in the merger?

A:     Except as noted below, Movano securityholders will not receive any new securities in the merger, but will instead retain ownership of their shares of Movano common stock equal to approximately 5.2% of the aggregate number of Post-Closing Shares on a fully diluted basis. Holders of record of shares of Movano common stock and Movano preferred shares as of immediately prior to the Effective Time may receive (i) a cash dividend related to the sale of certain legacy assets (if applicable) and (ii) a per share special dividend of stock if necessary pursuant to the terms of the Merger Agreement.

Q:     Will the common stock of the combined company trade on an exchange?

A:     Shares of Movano common stock are currently listed on Nasdaq under the symbol “MOVE.” Movano has filed an initial listing application for the common stock of the combined company with Nasdaq. At the effective time, “Movano Inc.” will be renamed “Corvex, Inc.” and it is expected that the common stock of the combined company will trade on Nasdaq under the symbol “CVEX”. It is a condition of the consummation of the merger that Movano receive confirmation from Nasdaq that the combined company has been approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that Movano will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the merger will not be consummated unless the condition is waived. The Nasdaq condition set forth in the Merger Agreement is not expected to be waived by the applicable parties. For a description of the effect of a waiver of the Nasdaq listing closing condition, see the section titled “Risk Factors — Risks related to the merger — Completion of the merger is subject to certain conditions and if these conditions are not satisfied, waived or fulfilled in a timely manner, the merger may be delayed or not completed within the anticipated timeframe or at all.”

Q:     Who will be the directors of the combined company following the merger?

A:     Upon the closing of the merger, the combined company’s board of directors is expected to be composed of six members. Five of the directors will be designated by Corvex and one director will be designated by Movano.

Q:     Who will be the executive officers of combined company immediately following the merger?

A:     Upon the closing of the merger, the executive management team of the combined company is expected to be composed of the following:

Q:     What are the intended U.S. federal income tax consequences of the merger to Corvex United States stockholders?

A:     Each of Movano and Corvex intends that the merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). In general, the material tax consequences to U.S. Holders (as defined herein) of Corvex common stock are expected to be as follows:

•        Each Corvex stockholder should not generally recognize gain or loss upon the exchange of Corvex common stock for Movano common stock pursuant to the merger, except to the extent of cash received in lieu of a fractional share of Movano common stock as described below; and

•        Each Corvex stockholder should generally recognize gain or loss to the extent any cash received in lieu of a fractional share of Movano common stock exceeds or is less than the basis of such fractional share.

However, there are many requirements that must be satisfied in order for the merger to be treated as a reorganization under Section 368(a) of the Code, some of which are based upon factual determinations, and the reorganization treatment could be affected by actions taken after the merger. If the merger failed to qualify as a reorganization under Section 368(a) of the Code, the Corvex stockholders generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of the Movano common stock received (including any fractional share interest deemed received and exchanged for cash) by such holder and such holder’s adjusted tax basis in the Corvex common stock exchanged therefor.

Tax matters are very complicated, and the tax consequences of the merger to a particular Corvex stockholder will depend on such stockholder’s particular circumstances. Accordingly, you should consult your tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and non-U.S. income and other tax laws. For more information, please see the section titled “The Merger — Certain Material U.S. Federal Income Tax Consequences of the Merger.”

Q:     Do persons involved in the merger have interests that may conflict with mine as a Movano stockholder?

A:     Yes. In considering the recommendation of the Movano Board with respect to issuing shares of Movano common stock pursuant to the Merger Agreement and the other matters to be acted upon by Movano stockholders at the Movano special meeting, Movano stockholders should be aware that certain members of the Movano Board and executive officers of Movano have interests in the merger that may be different from, or in addition to, interests they have as Movano stockholders.

For example, the employment agreements of Movano’s executive officers provide for post-employment compensation arrangements. These Movano employment agreements establish the amount of severance payments and benefits available in the event of a termination of employment by Movano without other than for “cause” (as such term is defined in the respective agreements).

Additionally, pursuant to the terms of the Merger Agreement, it is anticipated that a director of Movano will continue as a director of the combined company after the Effective Time and will be eligible for certain non-employee director compensation.

As of December 5, 2025, the directors and executive officers of Movano owned, in the aggregate, approximately 5.7% of the outstanding shares of Movano common stock, representing 5.1% of the voting power of the outstanding Movano common stock and Series A Preferred Stock (voting together as a single class, and, with respect to the Series A Preferred Stock, on an as-converted basis on December 5, 2025). In connection with the Merger, each of Movano’s executive officers, directors and certain stockholders have entered into support agreements with Corvex, and Movano’s directors and executive officers have entered into lock-up agreements. For a more detailed discussion of the support agreements see the section titled “Agreements Related to the Merger — Support Agreements.”

On October 24, 2025 and November 5, 2025, Moira Partners, LLC (“Moira Partners”), a limited liability company managed by Emily Wang Fairbairn, the chair of the Movano Board, entered into agreements with Corvex pursuant to which Corvex issued rights to an aggregate of $9.9 million of shares of Corvex Common Stock to Moira Partners (the “SAFE Agreements”).

Additionally, although Chardan Capital Markets LLC (“Chardan”) is not a financial advisor to Movano in connection with the merger, Chardan is a placement agent in connection with Movano’s preferred equity financing, which was announced on November 10, 2025, in connection with the entry into the Merger Agreement. Chardan has earned certain placement agent advisory fees in the aggregate amount of $150,000 in connection with the preferred equity financing.

Movano’s board of directors was aware of these interests and considered them, among other matters, in the decision to approve the Merger Agreement. For more information, please see the sections titled “The Merger — Interests of the Movano Directors and Executive Officers in the Merger.”

Q:     Do persons involved in the merger have interests that may conflict with mine as a Corvex stockholder?

A:     Yes. Corvex stockholders should be aware that certain members of the Corvex Board and executive officers of Corvex have interests in the merger that may be different from, or in addition to, interests they have as Corvex stockholders. All of Corvex’s executive officers have options to purchase shares of Corvex common

stock which will vest and convert into options to purchase a number of shares of Movano common stock determined by the exchange ratio, rounding any resulting fractional shares down to the nearest whole share, certain of Corvex’s directors and executive officers are expected to become directors and executive officers of Movano upon the closing of the merger and all of Corvex’s directors and executive officers are entitled to certain indemnification and liability insurance coverage pursuant to the terms of the Merger Agreement. For more information, please see the section titled “The Merger — Interests of the Corvex Directors and Executive Officers in the Merger.”

Q:     As a Movano stockholder, how does the Movano Board recommend that I vote?

A:     After careful consideration, the Movano Board unanimously recommends that Movano stockholders vote:

•        “FOR” the Stock Issuance Proposal to approve (i) the issuance of shares of Movano common stock, which represent more than 20% of the shares of Movano common stock outstanding immediately prior to the merger, to Corvex stockholders pursuant to the terms of the Merger Agreement and pursuant to Nasdaq Listing Rule 5635(a) and (ii) the change of control of Movano resulting from the merger pursuant to Nasdaq Listing Rule 5635(b);

•        “FOR” the 2026 Plan Proposal to approve the 2026 Plan, which is the combined company’s 2026 Equity Incentive Plan, in the form attached as Annex D to the accompanying proxy statement/prospectus, which will become effective as of and contingent on the completion of the merger;

•        “FOR” the 2026 ESPP Proposal to approve the 2026 ESPP, which is the combined company’s 2026 Employee Stock Purchase Plan, in the form attached as Annex E to the accompanying proxy statement/prospectus, which will become effective as of and contingent on the completion of the merger; and

•        “FOR” the Adjournment Proposal to approve an adjournment of the Movano special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal.

The Stock Issuance Proposal is a condition to the completion of the merger. The issuance of Movano common stock in connection with the merger and the change of control of Movano resulting from the merger will not take place unless the Stock Issuance Proposal is approved by the majority of the votes cast and the merger is consummated. In addition to the requirement of obtaining the approval of the majority of the votes cast of the Stock Issuance Proposal, the closing of the merger is subject to the satisfaction or waiver of each of the closing conditions set forth in the Merger Agreement. For a more complete description of the closing conditions under the Merger Agreement, please see the section titled “The Merger Agreement — Conditions to the Closing of the Merger.”

If the Merger is not consummated, the 2026 Plan Proposal and the 2026 ESPP Proposal will be automatically withdrawn. Except as stated above, no Movano Proposal is contingent upon any other Movano Proposal.

The presence, by accessing online or being represented by proxy, at the Movano special meeting of the holders of one-third of the shares of Movano capital stock outstanding and entitled to vote at the Movano special meeting is necessary to constitute a quorum at the meeting for the approval of the Stock Issuance Proposal, the 2026 Plan Proposal, the 2026 ESPP Proposal and the Adjournment Proposal.

Q:     What stockholder votes are required to approve the Movano Stockholder Proposals at the Movano special meeting?

A:     The following are the voting requirements for each proposal:

•        Proposal 1: The Stock Issuance Proposal.    The approval of (i) the issuance of shares of Movano common stock, which represent more than 20% of the shares of Movano common stock outstanding immediately prior to the merger, to Corvex stockholders pursuant to the terms of the Merger Agreement and pursuant to Nasdaq Listing Rule 5635(a) and (ii) the change of control of Movano resulting from the merger pursuant to Nasdaq Listing Rule 5635(b) requires the affirmative vote of the holders of a majority in voting power of the shares of stock of Movano which are present in person or by proxy and entitled to vote thereon.

•        Proposal 2: The 2026 Plan Proposal.    The approval of the 2026 Plan, which is the combined company’s 2026 Equity Incentive Plan, in the form attached as Annex D to the accompanying proxy statement/prospectus, which will become effective as of and contingent on the completion of the merger, requires the affirmative vote of the holders of a majority in voting power of the shares of stock of Movano which are present in person or by proxy and entitled to vote thereon.

•        Proposal 3: 2026 ESPP Proposal.    The approval of the 2026 ESPP, which is the combined company’s 2026 Employee Stock Purchase Plan, in the form attached as Annex E to the accompanying proxy statement/prospectus, which will become effective as of and contingent on the completion of the merger, requires the affirmative vote of the holders of a majority in voting power of the shares of stock of Movano which are present in person or by proxy and entitled to vote thereon.

•        Proposal 4: Adjournment Proposal.    The approval of adjournments or postponements of the Movano special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of stock of Movano which are present in person or by proxy and entitled to vote thereon.

Each of the 2026 Plan Proposal and the 2026 ESPP Proposal is conditioned upon the approval of the Stock Issuance Proposal.

Q:     Why is Movano seeking stockholder approval to issue shares of Movano common stock to existing stockholders of Corvex in the merger?

A:     Because Movano common stock is listed on Nasdaq, Movano is subject to the Nasdaq rules. Rule 5635(a) of the Nasdaq rules requires stockholder approval with respect to the issuance of Movano common stock, among other instances, (i) when the shares to be issued are being issued in connection with the acquisition of the stock or assets of another company and are equal to 20% or more of the outstanding shares of Movano common stock before the issuance and (ii) when any director, officer or “Substantial Shareholder” (as defined by Nasdaq Listing Rule 5635(e)(3)) of such company has a 5% or greater interest, directly or indirectly, in the company to be acquired or in the consideration to be paid in the transaction and the issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more. Rule 5635(b) of the Nasdaq rules also requires stockholder approval when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control.

Upon closing of the merger, Movano expects to issue approximately 47,857,391 shares of Movano common stock on a fully diluted basis, and Movano common stock to be issued pursuant to the Merger Agreement will represent greater than 20% of its voting stock. Accordingly, Movano is seeking stockholder approval of the issuance pursuant to the Merger Agreement.

Q:     Why is Movano proposing the 2026 Plan Proposal and the 2026 ESPP Proposal?

A:     Each of the 2026 Plan and the 2026 ESPP, which would become effective following the consummation of the merger, is intended to maintain and strengthen the combined company’s ability to attract and retain key employees, directors, consultants and certain other individuals providing services to the combined company and to motivate them to remain focused on long-term stockholder value.

Q:     What risks should I consider in deciding whether to vote in favor of the issuance of shares of Movano common stock pursuant to the Merger Agreement and the transactions contemplated thereby?

A:     You should carefully review this proxy statement/prospectus, including the section titled “Risk Factors,” which sets forth certain risks and uncertainties related to the merger, risks and uncertainties to which the combined company’s business will be subject, and risks and uncertainties to which each of Movano and Corvex, as an independent company, is subject.

Q:     When do you expect the merger to be consummated?

A:     The merger is anticipated to close as soon as possible after the Movano special meeting is held on              , 2026, but Movano cannot predict the exact timing. For more information, please see the section titled “The Merger Agreement — Conditions to the Closing of the Merger.”

Q:     What do I need to do now?

A:     Movano and Corvex urge you to read this proxy statement/prospectus carefully, including its annexes, and to consider how the merger affects you.

If you are a Movano stockholder of record, you may provide your proxy instructions in one of four different ways.

•        By Internet.    You may vote at               . Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. You will need the control number included on your proxy card.

•        During the Movano special meeting.    You may vote during Movano special meeting by going to              . You will need the control number included on your proxy card.

•        By Telephone:    You may vote using a touch-tone telephone by calling              . You can transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. You will need the control number included on your proxy card.

•        By Mail.    You may vote by completing and mailing your proxy card. Mark, sign and date your proxy card and return it in the postage-paid envelope provided or return to              , c/o              ,              . To vote by mail, please allow sufficient time for delivery for your vote to be counted.

Even if you plan to participate in the virtual Movano special meeting, it is recommended that you also vote by proxy so that your vote will be counted if you later decide not to participate in the Movano special meeting.

If you hold your shares in “street name” (as described below), will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee on how to vote your shares. Stockholders holding their shares in “street name” should generally be able to vote by returning an instruction card, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. If you hold your shares in “street name,” you may not vote your shares on your own behalf at the Movano special meeting unless you obtain a legal proxy from your broker, bank or other nominee. Please provide your proxy instructions only once, unless you are revoking a previously delivered proxy instruction, and as soon as possible so that your shares can be voted at the Movano special meeting.

Q:     What happens if I do not return a proxy card or otherwise provide proxy instructions, as applicable?

A:     If you are a Movano stockholder of record, the failure to return your proxy card or otherwise vote or provide proxy instructions will reduce the aggregate number of votes required to approve each of the Movano Stockholder Proposals.

If you do not give instruction to your broker, your broker can vote your Movano shares with respect to “discretionary” items but not with respect to “non-discretionary” items. It is anticipated that each of the Movano Stockholder Proposals will be a non-discretionary item. On non-discretionary items for which you do not give your broker instructions, the Movano shares will be treated as broker non-votes. Broker non-votes will not be considered to be shares “entitled to vote” at the meeting and will not be counted as having been voted on the applicable proposal.

Q:     May I vote in person at the special meeting of stockholders of Movano?

A:     Holders of record of Movano common stock or Movano’s Series A Preferred Stock as of              , 2026, will be able to attend and participate in the Movano special meeting online by accessing              . There will be no physical location for stockholders to attend. To join the Movano special meeting and vote online, you will need to have your 16-digit control number which is included on your proxy card or on the instructions that

accompanied your proxy materials. The control number is designed to verify your identity and allow you to vote your shares of Movano common stock or Series A Preferred Stock at the Movano special meeting or to vote by proxy prior to the Movano special meeting. If you attend the Movano special meeting and vote via the Internet, your vote will revoke any proxy that you have previously submitted.

At the close of business on the record date, there were (i)                shares of our common stock issued and outstanding and entitled to vote and (ii)                shares of Movano Series A Preferred Stock issued and outstanding and entitled to vote. Each share of Movano common stock is entitled to one vote on any matter presented to stockholders at the special meeting. Each share of Movano’s Series A Preferred Stock is entitled to a number of votes equal to the number of shares of common stock into which such Series A Preferred Stock would be convertible into, subject to certain beneficial ownership limitations set forth in the certificate of designations for the Series A Preferred Stock. As of the record date, the Series A Preferred Stock were convertible into shares of common stock.

If your shares are held in “street name,” you should contact your bank, broker or other nominee if you did not receive a control number. If your shares are held in “street name” you will also need to provide a legal proxy to vote during the meeting.

Please note that even if you plan to attend the Movano special meeting, it is recommended that you vote in advance to ensure that your shares will be represented.

Q:     If my Movano shares are held in “street name” by my broker, will my broker vote my shares for me?

A:     If you hold shares beneficially in street name and do not provide your broker or other agent with voting instructions, your shares may constitute a “broker non-vote.” A “broker non-vote” occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have or did not exercise discretionary authority to vote in the matter and has not received voting instructions from its clients. These matters are referred to as “non-routine” matters. Each of Movano Stockholder Proposals is considered “non-routine” matters, and thus a Movano stockholder’s broker, bank or other agent may not vote your shares on these proposals in the absence of such holders’ voting instructions. Accordingly, if you hold your shares beneficially in street name please be sure to instruct your broker or other agent how to vote to ensure that your vote is counted on each of the proposals.

Q:     What are broker non-votes and do they count for determining a quorum?

A:     Generally, a “broker non-vote” occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have or did not exercise discretionary authority to vote on the matter and has not received voting instructions from its client. Broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Movano special meeting. Broker non-votes will neither be counted as “votes cast” or “entitled to vote” and will therefore have no effect on each of the Movano Stockholder Proposals. None of the Movano Stockholder Proposals currently scheduled to be voted on at the Movano special meeting are “routine” matters for which brokers have discretionary authority to vote.

Q:     May I change my vote after I have submitted a proxy or provided proxy instructions?

A:     Movano stockholders of record, other than those Movano stockholders who are parties to support agreements, may change their vote at any time before their proxy is voted at the Movano special meeting in one of four ways.

•        You may submit another properly completed proxy with a later date by mail or via the internet.

•        You can provide your proxy instructions via telephone at a later date.

•        You may send a notice that you are revoking your proxy over the internet, following the instructions provided on the proxy card.

•        You may attend the Movano special meeting online. Upon entry of your 16-digit control number which is included on your proxy card or on the instructions that accompanied your proxy materials. The control number is designed to verify your identity and allow you to vote your shares of Movano common stock at the Movano special meeting or to vote by proxy prior to the Movano special meeting. If you attend the Movano special meeting and vote via the Internet, your vote will revoke any proxy that you have previously submitted. Simply attending the Movano special meeting will not, by itself, revoke your proxy.

If a Movano stockholder who owns shares of Movano common stock in “street name” has instructed a broker to vote its shares of Movano common stock, the stockholder must follow directions received from its broker to change those instructions.

Q:     Who is paying for this proxy solicitation?

A:     Movano is paying for the cost of printing and filing of this proxy statement/prospectus and the proxy card. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of Movano common stock for the forwarding of solicitation materials to the beneficial owners of Movano common stock. Movano will reimburse these brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials.

Q:     Who can help answer my questions?

A:     If you are a Movano stockholder and would like additional copies, without charge, of this proxy statement/prospectus or if you have questions about the merger, including the procedures for voting your shares, you should contact:

Movano Inc.

Attention: Secretary

6800 Koll Center Parkway, Pleasanton, California
Phone: (415) 651-3172

Email: ir@movano.com

RISK FACTORS

In addition to the other information contained in, or incorporated by reference into, this proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement/prospectus, the following risk factors should be considered carefully in determining whether to vote for the adoption of the Merger Agreement. For more information, see the section titled “Where You Can Find More Information.” You should also read and consider the risk factors associated with each of the businesses of Corvex and Movano because these risk factors may affect the operations and financial results of the combined company. In addition, you are urged to carefully consider the following material risks relating to the merger and the businesses of Movano, Corvex and the combined company.

Risks Related to the Merger

Because the consideration to be received by Corvex stockholders in connection with the merger will include a fixed number of shares of Movano common stock, and the market price of such shares has fluctuated and will continue to fluctuate, Corvex stockholders cannot be sure of the value of the consideration they will receive in the merger.

Under the Merger Agreement, at the Effective Time, each share of (i) Corvex common stock (excluding any shares of Corvex capital stock held as treasury stock or held or owned by Corvex or any wholly owned subsidiary of Corvex immediately prior to the Effective Time and excluding issued and outstanding Movano common stock which holders have neither voted in favor of the Merger or consented thereto in writing pursuant to Section 228 of the DGCL and which are held by Movano stockholders who have demanded appraisal rights in accordance with the DGCL (the “Dissenting Shares”) issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive (A) an aggregate number of shares of Movano common stock equal to the Exchange Ratio in accordance with the Merger Agreement, (B) if the $15 Earnout Target is achieved, the $15 Earnout Per Share Amount, and (C) if the $25 Earnout Target is achieved, the $25 Earnout Per Share Amount; (ii) Corvex series seed preferred stock (excluding any shares of Corvex capital stock held as treasury stock or held or owned by Corvex or any of its wholly owned subsidiaries immediately prior to the Effective Time and Dissenting Shares, but including shares issued upon the conversion of the Company Warrants) issued and outstanding immediately prior to the effective time of the merger will be automatically cancelled and converted into the right to receive (A) an aggregate number of shares of Movano common Stock equal to the Exchange Ratio, allocated in accordance with the Merger Agreement, (B) if the $15 Earnout Target is achieved, the $15 Earnout Per Share Amount, and (C) if the $25 Earnout Target is achieved, the $25 Earnout Per Share Amount. Any change in the market price of Movano common stock after the date of this proxy statement/prospectus will change the value of the shares of Movano common stock that Corvex’s stockholders will receive. Additionally, because there is no public market for Corvex common stock and Corvex preferred stock, it is difficult to determine how the fair value of Corvex common stock and Corvex preferred stock compares with the merger consideration.

The value of the merger consideration has fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the Movano special meeting and the date the merger is completed and thereafter. The closing price per share of Movano common stock as of November 7, 2025, the last trading day prior to media reports that Movano and Corvex were in merger discussions, was $4.77, and the closing price per share has fluctuated as high as $58.50 and as low as $4.77 between January 1, 2025 and December 5, 2025, the most recent practicable trading day prior to the date of this proxy statement/prospectus. Stock price changes may result from a variety of factors, including, among others, interest rates, general market, industry, economic and geopolitical conditions, including the impact of continued inflation and associated changes in monetary policy, short-selling activity, changes in and speculation regarding Corvex’s and Movano’s respective businesses, operations and prospects, market assessments of the likelihood that the merger will be completed, the timing of the merger and regulatory considerations. Many of these factors are beyond Movano’s and Corvex’s control.

The market price of Movano common stock after the merger may be affected by factors different from those currently affecting the market price of Movano common stock.

Upon completion of the merger, holders of shares of Corvex common stock, preferred stock and warrants will become holders of shares of Movano common stock. The businesses of Corvex differ from those of Movano in important respects, and, accordingly, the results of operations of Corvex after the merger, as well as the market

price of Movano common stock, may be affected by factors different from those currently affecting the results of operations of Movano. For further information on the respective businesses of Corvex and Movano and certain factors to consider in connection with those businesses, see the section titled “Risk Factors-Risks related to Corvex” in this proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus and referred to in the section titled “Where You Can Find More Information” in this proxy statement/prospectus, respectively.

Additionally, the market price of Movano common stock may fluctuate significantly following completion of the merger.

Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, the common stock of the combined company, regardless of Corvex’s actual operating performance.

Corvex may have difficulty attracting, motivating and retaining employees in light of the merger.

Uncertainty about the effect of the merger on Corvex employees may impair Corvex’s ability to attract, retain and motivate personnel prior to and following the merger. Employee retention may be particularly challenging during the pendency of the merger, as employees of Corvex may experience uncertainty about their future roles with the combined business. If employees of Corvex depart, Corvex’s business following the merger may be harmed. Furthermore, Corvex may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the businesses of Corvex, and Corvex’s ability to realize the anticipated benefits of the merger may be adversely affected.

Corvex’s and Movano’s business relationships may be subject to disruption due to uncertainty associated with the merger.

Parties with which Corvex or Movano do business may experience uncertainty associated with the merger, including with respect to current or future business relationships with Corvex, Movano or the combined business. Corvex’s and Movano’s business relationships may be subject to disruption as parties with which Corvex or Movano do business may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than Corvex, Movano or the combined business. These disruptions could have an adverse effect on the businesses, financial condition, results of operations or prospects of the combined business, including an adverse effect on Corvex’s ability to realize the anticipated benefits of the merger. The risk, and adverse effect, of such disruptions could be exacerbated by a delay in completion of the merger or termination of the Merger Agreement.

While the Merger Agreement is in effect, Movano and Corvex are subject to restrictions on their respective business activities, including, among other things, restrictions on their respective ability to engage in certain kinds of transactions, which could prevent each of Movano and Corvex from pursuing strategic business opportunities, taking actions with respect to their respective businesses that they may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may as a result materially adversely affect each of their businesses, results of operations and financial conditions.

While the Merger Agreement is in effect, Movano and Corvex are subject to restrictions on their respective business activities, including, among other things, restrictions on their respective ability to engage in certain kinds of transactions, and must generally operate their respective businesses in the ordinary course, subject to certain exceptions. These restrictions could prevent each of Movano and Corvex from pursuing attractive business opportunities that may arise prior to the consummation of the merger and may impact each of their financial conditions, results of operations and cash flows. Additionally, the Merger Agreement includes restrictions on Movano’s ability to issue equity securities, subject to specified exceptions.

These restrictions could be in place for an extended period of time if the consummation of the merger is delayed, which may delay or prevent each of Corvex and Movano from undertaking business opportunities that, absent the Merger Agreement, they might have pursued, or from effectively responding to competitive pressures or industry developments.

Whether or not the merger is completed, the pending transaction may disrupt their respective current plans and operations, which could have an adverse effect on their respective businesses and financial results. For these and other reasons, the pendency of the merger could adversely affect each of their businesses and financial results. See the section titled “The Merger Agreement-Covenants; Conduct of Business Pending the Merger” in this proxy statement/prospectus.

The Merger Agreement limits the ability of both Movano and Corvex to pursue alternatives to the merger and may discourage other parties from proposing a competing transaction.

The Merger Agreement contains reciprocal “no shop” provisions. Prior to the receipt of the approval of the merger by Movano’s stockholders, Movano is generally prohibited from soliciting, initiating or knowingly encouraging any “acquisition proposal” or “acquisition inquiry,” each as defined in the section titled “The Merger Agreement — Non-Solicitation” below, furnishing non public information in response to any acquisition proposal or acquisition inquiry, or engaging in discussions or negotiations with any third party regarding an acquisition proposal, except as permitted in connection with a bona fide written acquisition proposal that the Movano Board determines in good faith could reasonably be expected to result in a “superior offer,” as defined in the section titled “The Merger Agreement-Non-Solicitation” below, and where failure to engage would be reasonably likely to be inconsistent with the Movano Board’s fiduciary duties. Similarly, Corvex is prohibited from soliciting, initiating or knowingly encouraging any acquisition proposal or acquisition inquiry, furnishing non public information in response thereto, or engaging in discussions or negotiations with any third party regarding an acquisition proposal.

The Movano Board has agreed to recommend that Movano’s stockholders approve the matters submitted for a vote at the Movano special meeting (the “Parent Board Recommendation”) and, subject to limited exceptions, has agreed not to withdraw, amend, withhold or modify the Parent Board Recommendation in a manner adverse to Corvex. However, prior to obtaining the required stockholder approval at the Movano special meeting (the “Required Parent Stockholder Vote”), the Movano Board may change its recommendation and/or take certain other actions in response to a superior offer if it determines in good faith, after consulting with outside legal counsel and financial advisors, that failure to do so would be reasonably likely to be inconsistent with its fiduciary duties, and if Movano first complies with a contractual notice and negotiation process. In particular, upon receipt of a superior offer, Movano must provide Corvex with written notice and copies of relevant transaction documents and negotiate in good faith with Corvex during a specified notice period to enable Corvex to propose amendments to the Merger Agreement that would cause the competing proposal to cease to constitute a superior offer. This process effectively affords Corvex an opportunity to match or otherwise improve the terms of the Merger Agreement.

The Merger Agreement requires Movano to convene a meeting of its stockholders to consider and vote on the matters related to the merger, and Movano is obligated to use reasonable best efforts to obtain the Required Parent Stockholder Vote. If the Movano stockholder approval is not obtained, the Merger Agreement may be terminated under specified circumstances.

In certain circumstances, including if Movano terminates the Merger Agreement prior to obtaining the Required Parent Stockholder Vote in order to enter into a definitive agreement with respect to a superior offer following compliance with the notice and negotiation provisions described above, Movano will be required to pay a termination fee to Corvex. The Merger Agreement also provides that, subject to the terms therein, payment of such termination fee constitutes the sole and exclusive remedy of Corvex following termination in the circumstances in which the fee is payable.

Although Movano and Corvex believe these provisions are reasonable and customary and are not preclusive of other offers, these restrictions, together with any termination fee that may be payable by Movano in certain circumstances, could discourage a third party from proposing an alternative transaction, even if such party were prepared to propose terms that may be more favorable to Movano’s stockholders than the terms of the merger.

Completion of the merger is subject to certain conditions and if these conditions are not satisfied, waived or fulfilled in a timely manner, the merger may be delayed or not completed within the anticipated timeframe or at all.

The obligation of each of Corvex and Movano to complete the merger is subject to the satisfaction or waiver (to the extent permitted by applicable law) of certain conditions, including: (i) receipt of the required stockholder approvals from each of Corvex and Movano, (ii) the registration statement relating to the issuance of Movano

common stock in the merger being declared effective under the Securities Act, with no stop order in effect and no pending proceedings for such purpose, (iii) the absence of any injunction, order or other legal restraint issued by a governmental authority that remains in effect, and the absence of any law making the consummation of the merger illegal, (iv) approval for listing on Nasdaq, subject to official notice of issuance, of the Movano common stock to be issued in the merger and Movano’s maintenance of its existing Nasdaq listing, and (v) the accuracy of the parties’ respective representations and warranties as of the closing (subject to specified materiality standards), compliance in all material respects by each party with its covenants and agreements to be performed prior to the closing, delivery of required closing certificates and other specified documents, and the absence, since the date of the Merger Agreement, of a material adverse effect with respect to Corvex, for Movano’s obligation to close or with respect to Movano, for Corvex’s obligation to close.

For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the section titled “The Merger Agreement-Conditions to the Closing of the Merger” in this proxy statement/prospectus.

Several of the conditions to consummation of the merger are not within either Movano’s or Corvex’s control, and neither company can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived on or before August 6, 2026 (the “End Date”) or, if the End Date is extended in accordance with the Merger Agreement, by such extended date, the Merger Agreement may be terminated in accordance with its terms. Although Movano and Corvex have agreed to use reasonable best efforts, subject to certain limitations, to complete the merger as promptly as practicable, these and other conditions to the completion of the merger may fail to be satisfied. In addition, satisfying the conditions to, and completing, the merger may take longer, and could cost more, than Movano and Corvex expect.

The End Date may be extended by up to 90 days if a governmental authority requests additional information or if the SEC has not declared this registration statement on Form S-4 effective by the date that is 90 days prior to the End Date. Other termination rights may allow earlier termination in specified circumstances.

A delay in completing the merger could cause Corvex and Movano to realize some or all of the benefits later than they otherwise expect to realize them if the merger is successfully completed within the anticipated time frame, which could result in additional transaction costs to both Corvex and Movano or in other negative effects associated with uncertainty about the completion of the merger.

There can be no assurance that the conditions to the closing of the merger will be satisfied, waived or fulfilled in a timely fashion or that the merger will be completed. See the section titled “Risk Factors-Failure to complete the merger could negatively impact the stock price and the future business and financial results of Movano and Corvex” in this proxy statement/prospectus.

The Merger Agreement may be terminated in accordance with its terms and the merger may not be consummated.

The Merger Agreement contains certain termination rights for each of Movano and Corvex, including, among others: (i) by either party, if any order has become final and non-appealable or there is any law, in each case having the effect of permanently enjoining the consummation of the merger or making the merger illegal or otherwise prohibited; (ii) by either party, if the consummation of the merger has not occurred on or before the End Date, subject to any applicable extensions, provided that the right to terminate in these circumstances is not available to a party whose breach is a principal cause of the failure to close by such date; (iii) by either party, if the Required Parent Stockholder Vote is not obtained at the Movano special meeting (including any adjournments or postponements thereof), subject, in the case of Movano, to a 61-day waiting period after the original Movano special meeting date before Movano may terminate on this basis; (iv) by either party, upon a material breach by the other party of its representations, warranties, or covenants that would cause the applicable closing condition to fail, if such breach is not cured within the period specified in the Merger Agreement; (v) by Corvex, at any time prior to the Required Parent Stockholder Vote, if a triggering event has occurred; (vi) by Corvex, at any time, if a material adverse effect with respect to Movano has occurred; (vii) by Movano, at any time, if a material adverse effect with respect to Corvex has occurred; (viii) by Movano, at any time prior to the Required Parent Stockholder Vote, to enter into a definitive agreement providing for a superior offer after complying with the notice and negotiation provisions of the Merger Agreement; and (ix) by mutual written consent of Movano and Corvex.

Upon the termination of the Merger Agreement under specified circumstances, Movano will be required to pay Corvex a termination fee of $500,000. This fee is payable if (a) the Merger Agreement is terminated by Corvex because the Required Parent Stockholder Vote was not obtained, an acquisition proposal with respect to Movano was publicly announced or disclosed or otherwise communicated to Movano or the Movano Board after the date of the Merger Agreement and prior to such termination and Movano consummates an acquisition transaction within 12 months after such termination, (b) the Merger Agreement is terminated by Corvex following a triggering event, an acquisition proposal with respect to Movano was publicly announced or disclosed or otherwise communicated to Movano or the Movano Board after the date of the Merger Agreement and prior to such termination and Movano consummates an acquisition transaction within 12 months after such termination, or (c) Movano terminates the Merger Agreement to enter into a definitive agreement with respect to a superior offer (in which case the fee is payable within two business days of such termination). In the circumstances in which the termination fee is owed under the Merger Agreement, payment of the termination fee constitutes Corvex’s sole and exclusive remedy following termination. Otherwise, each party generally bears its own fees and expenses in connection with the Merger Agreement and the transactions contemplated thereby, subject to certain shared SEC registration expenses as provided in the Merger Agreement.

See the sections titled “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement — Termination Fees” in this proxy statement/prospectus for a more complete discussion of the circumstances under which the Merger Agreement may be terminated and when a termination fee may be payable by Movano.

Either Movano or Corvex may waive one or more of the closing conditions without re-soliciting stockholder approval.

Subject to applicable law and the terms of the Merger Agreement, Movano and Corvex may determine to waive, in whole or in part, one or more of the conditions to closing that are for such party’s benefit prior to the time that party is obligated to consummate the merger. Certain closing conditions are mutual and, under the Merger Agreement, may be waived only by both Movano and Corvex. Neither party may waive any condition to the extent such waiver would be unlawful, including, without limitation, the requirement to obtain the Required Parent Stockholder Vote, the effectiveness of the registration statement, the absence of any law or order that makes consummation of the merger illegal or otherwise prohibits the merger, or the Nasdaq listing of the Movano common stock to be issued in the merger. Any determination whether to waive any conditions to closing, or to re-solicit stockholder approval or amend or supplement this proxy statement/prospectus as a result of such a waiver, will be made at the time of such waiver based on the facts and circumstances as they exist at that time and in accordance with applicable law.

After completion of the merger, Corvex may fail to realize the anticipated benefits of the merger.

Corvex and Movano believe that there are significant benefits that may be realized by the merger. However, the efforts to realize these benefits will be a complex process and may disrupt Corvex’s existing operations if not implemented in a timely and efficient manner. The full benefits of the merger may not be realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve the anticipated benefits of the merger could adversely affect Corvex’s business, operating results or financial condition and cause the combined business to not perform as expected.

Corvex and Movano have operated and, until completion of the merger, will continue to operate independently, and there can be no assurances that the integration of Corvex into Movano can be achieved successfully. It is possible that the closing and post-closing process could result in the disruption of Corvex’s ongoing business or in unexpected issues, higher than expected transaction costs and an overall post-closing normalization process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed to realize the anticipated benefits of the merger:

•        combining certain of the companies’ financial, reporting and corporate functions;

•        consolidating the companies’ administrative and IT infrastructure;

•        expanding Corvex’s finance and accounting infrastructure and personnel, including SEC reporting capabilities, technical accounting, tax, internal audit and compliance capabilities;

•        implementation of an enterprise resource planning system;

•        consolidating the companies’ administrative and information technology infrastructure;

•        implementing and maintaining requisite internal controls over financial reporting and disclosure controls and procedures; and

•        maintaining continued compliance with the Nasdaq Listing Rules, including compliance with Nasdaq corporate governance requirements.

In addition, at times, the attention of certain members of either company’s or both companies’ business or management and resources may be focused on completion of the merger and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the combined company.

The historical financials of Corvex and Movano as provided in this proxy statement/prospectus may not be an indication of the future financial condition or results of operations of Corvex, Movano or the combined company following the consummation of the merger.

The historical financial statements of Corvex as provided in this proxy statement/prospectus may not be indicative of Corvex’s future financial condition or results of operations following the consummation of the merger. Corvex is an early-stage technology company, and its current opportunity pipeline is larger than its historical revenue. However, there can be no assurance that Corvex will convert anticipated opportunities into signed contracts on expected timelines or at expected values, or that realized revenue, margins, or cash flows will align with internal expectations. The size, timing, and terms of customer engagements may vary meaningfully from period to period and may be affected by factors outside of Corvex’s control, including customer budgeting cycles, competitive dynamics, product readiness, and broader macroeconomic conditions. In addition, as a public company listed on Nasdaq, Corvex will incur incremental costs and investments in compliance, financial reporting, internal controls, and governance, and may need to scale its personnel, systems, and processes to support growth and reporting requirements. These factors could cause future results to differ materially from Corvex’s historical results and there can be no assurance that Corvex will achieve or sustain growth, profitability, or cash flow levels consistent with expectations.

The historical financial statements of Movano as provided in this proxy statement/prospectus will not be indicative of the combined company’s future financial condition or results of operations because the historical business of Movano is not expected to constitute part of the combined company’s ongoing business following consummation of the merger.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations of the combined company after the merger may differ materially.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the merger been completed on the date indicated. The unaudited pro forma condensed combined financial information reflects adjustments that are based upon preliminary estimates, and final amounts will be based upon the actual consideration as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus.

Completion of the merger may trigger change in control or other provisions in certain agreements to which Movano is a party.

Movano is a party to certain agreements that give the counterparty certain rights following a “change in control,” including in some cases the right to terminate such agreements. Under some such agreements, the merger may constitute a change in control and therefore the counterparty may exercise certain rights under the agreement upon the closing of the merger. Any such counterparty may request modifications of its respective agreements as a

condition to granting a waiver or consent under its agreement. There is no assurance that such counterparties will not exercise their rights under the agreements, including termination rights where available, and/or requires payment of substantial financial penalties.

Certain of Movano’s executive officers and directors have interests in the merger that may be different from, or in addition to, your interests as a stockholder of Movano.

In considering the recommendation of the Movano Board to vote for the adoption of the Merger Agreement, Movano stockholders should be aware that certain of the directors and executive officers of Movano have interests in the merger that are different from, or in addition to, the interests of Movano stockholders generally, including the treatment of outstanding equity awards pursuant to the Merger Agreement, potential severance payments and benefits under individual letter agreements with certain Movano executive officers, and continued indemnification and directors’ and officers’ liability insurance. The Movano Board was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and approving the merger, and in recommending the approval of the Stock Issuance Proposal.

For more information, see the section titled “Interests of Directors and Executive Officers of Movano and Corvex, and Others, in the Merger” in this proxy statement/prospectus.

Failure to complete the merger could negatively impact the stock price and the future business and financial results of Movano and Corvex.

If the merger is not completed for any reason, including as a result of Movano stockholders failing to adopt the Merger Agreement or any other condition not being satisfied or waived, the ongoing businesses of Movano and/or Corvex may be adversely affected, and, without realizing any of the benefits of having completed the merger, Corvex and Movano would be subject to a number of risks, including the following:

•        Movano and Corvex may experience negative reactions from the financial markets, including negative impacts on their respective stock prices;

•        Movano and Corvex may experience negative reactions from their respective customers, vendors, joint venture and other business partners, regulators and employees;

•        Movano and Corvex will be required to pay certain costs relating to the merger, such as legal, accounting, financial advisor and printing fees, whether or not the merger is completed;

•        the Merger Agreement places certain restrictions on the conduct of Movano’s and Corvex’s businesses prior to completion of the merger, and such restrictions, the waiver of which is subject to the written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), and subject to certain exceptions and qualifications, may prevent Movano and Corvex from taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the merger that Movano or Corvex would have made, taken or pursued if these restrictions were not in place (see the section titled “The Merger Agreement-Covenants; Conduct of Business Pending the Merger” in this proxy statement/prospectus for a description of the restrictive covenants applicable to Movano and Corvex);

•        matters relating to the merger (including integration planning) will require substantial commitments of time and resources by Movano and Corvex management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Movano or Corvex as an independent company;

•        in the event of a termination of the Merger Agreement under certain circumstances specified in the Merger Agreement, Movano may be required to pay Corvex a termination fee of $500,000; if any such fee is not paid when due, Movano must pay interest on the overdue amount at the prime rate (as published in The Wall Street Journal on the due date) until paid; and

•        Movano and Corvex may face litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Movano or Corvex preventing the performance of their respective obligations pursuant to the Merger Agreement.

There can be no assurance that the risks described above will not materialize. If the merger is not completed, these risks may materialize and may materially and adversely affect Movano’s and Corvex’s businesses, financial condition, financial results, ratings, stock prices and/or, in the case of Movano, warrant prices.

The shares of Movano common stock to be received by Corvex stockholders upon completion of the merger will have different rights from shares of Corvex common stock.

Upon completion of the merger, Corvex stockholders will no longer be stockholders of Corvex, but will instead become stockholders of Movano, and their rights as stockholders will be governed by Movano’s certificate of incorporation and bylaws, as such certificate and corporation may be amended in connection with, or following, the merger. The terms of the Movano certificate of incorporation and Movano bylaws may be materially different than the terms of the Corvex certificate of incorporation and Corvex bylaws, which currently govern the rights of Corvex stockholders. See the section titled “Comparison of Rights of Holders of Movano Stock and Corvex Stock” in this proxy statement/prospectus for a discussion of the different rights associated with Movano common shares.

If the merger does not qualify as a “reorganization” under Section 368(a) of the Code, stockholders of Corvex common stock may be required to recognize gain or loss for U.S. federal income tax purposes upon the exchange of Corvex common stock for Movano common stock in the merger.

Movano and Corvex intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. The completion of the merger is not conditioned on the merger qualifying for the intended tax treatment or upon the receipt of an opinion of counsel to that effect, and neither Movano nor Corvex will request a ruling from the IRS regarding the U.S. federal income tax consequences of the merger.

If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a Corvex stockholder that is a U.S. holder (as defined in the section titled “Certain Material U.S. Federal Income Tax Consequences of the Merger”) generally would recognize gain or loss for U.S. federal income tax purposes upon the exchange of Corvex common stock and Corvex series seed preferred stock for Movano common stock in the merger. For more information on the material U.S. federal income tax consequences of the merger, see the section titled “Certain Material U.S. Federal Income Tax Consequences of the Merger” in this proxy statement/prospectus.

After the merger, Movano stockholders, as a group, will have a significantly lower ownership and voting interest in Movano than they currently have in Movano and will exercise less influence over management.

Based on, among other things, the number of shares of Corvex common stock and the Corvex equity awards outstanding as of December 5, 2025, Movano estimates that it will issue approximately 46,596,711shares of common stock at closing pursuant to the Merger Agreement. The actual number of shares of Movano common stock to be issued will be determined at completion of the merger based on the Exchange Ratio and the number of shares of Corvex common stock and the Corvex equity awards outstanding at that time. Corvex has a significantly larger market capitalization than Movano. Based on the number of shares of Movano common stock outstanding as of December 5, 2025, and the number of shares of Corvex common stock outstanding as of December 5, 2025, Corvex and Movano estimate that, on a fully diluted basis, as of immediately following completion of the merger, holders of Corvex common stock as of immediately prior to the merger will hold approximately 94.8%, and holders of Movano common stock as of immediately prior to the merger will hold approximately 5.2%, of the outstanding shares of Movano common stock. Consequently, former Movano stockholders, as a group, will have materially less influence over the management and policies of the combined company than they currently have over the management and policies of Movano.

Potential litigation against Corvex and Movano could result in substantial costs, an injunction preventing the completion of the merger and/or a judgment resulting in the payment of damages.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such lawsuits are unsuccessful, defending against them can result in substantial costs.

Stockholders of Movano may file lawsuits against Corvex, Movano and/or the directors and officers of either company in connection with the merger. Potential lawsuits could prevent or delay the completion of the merger and result in significant costs to Movano and/or Corvex, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

Corvex and Movano may incur significant acquisition-related costs in connection with the merger, which may be in excess of those anticipated by Corvex and Movano.

Movano and Corvex expect to incur a number of non-recurring costs associated with the merger. The significant, non-recurring costs associated with the merger include, among others, fees and expenses of financial, legal, accounting and other advisors and representatives, certain severance and employment-related costs relating to employees of Movano (which are described in the section titled “Interests of the Movano Directors and Executive Officers, and Others, in the Merger” in this proxy statement/prospectus) and printing and mailing costs for this proxy statement/prospectus. Some of these costs have already been incurred or may be incurred regardless of whether the merger is completed, including a portion of the fees and expenses of financial advisors and other advisors and representatives and filing fees for this proxy statement/prospectus. Movano and Corvex will also incur transaction fees and costs related to integrating the corporate infrastructure and administrative functions of the two companies. Corvex and Movano continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the merger. Any substantial unanticipated costs could have an adverse effect on Corvex’s and Movano’ financial positions, results of operations and cash flows following the completion of the merger. Moreover, the expected benefits of the merger may not outweigh these costs in the near term, or at all.

The expected dilution caused by the issuance of shares of Movano common stock in connection with the merger may adversely affect the market price of Movano common stock.

The expected dilution caused by the issuance of the new shares of Movano common stock to Corvex stockholders in connection with the payment of the merger consideration upon the closing of the merger, either alone or in combination with any negative impact on the market price of Movano common stock following the release of lock-up restrictions entered by the respective directors, officers and certain stockholders of Corvex and Movano in connection with the merger, may result in fluctuations in the market price of Movano common stock, including a stock price decrease.

Movano’s Series A Preferred Stock will increase the number of shares of Movano common stock eligible for future resale in the public market and result in dilution to Corvex stockholders.

In connection with the merger, on November 5, 2025, Movano issued 3,000 shares of its Series A Preferred Stock for gross proceeds of $3.0 million. Immediately following the Effective Time, each share of Series A Preferred Stock will automatically convert into shares of Movano common stock at a conversion price of $5.50. The automatic conversion of the Series A Preferred Stock to Movano common stock will, if consummated, cause the issuance of 545,455 shares of Movano common stock, resulting in dilution to the existing holders of Movano common stock and Corvex holders who receive Movano stock in connection with the merger, and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of the Movano common stock.

Risks related to Movano

Risks Related to Movano’s Business

Movano is an early-stage technology company with a limited history of generating revenue, has a history of operating losses, and may never achieve or maintain profitability.

Movano is a technology company that was formed in January 2018. Movano has a limited operating history and has generated only limited revenue to date. Movano has largely focused its efforts and resources towards research and development activities relating to the development of the Evie Ring, EvieMED Ring and the SoC, the commercial launch of the Evie Ring and the U.S. Food and Drug Administration (“FDA”) 510(k) clearance for the pulse oximeter feature of the EvieMED Ring. The likelihood of success of Movano’s business plan must

be considered in light of the challenges, substantial expenses, difficulties, complications and delays frequently encountered in connection with developing and expanding early-stage businesses and the regulatory and competitive environment in which the company operates. Technology product development is a highly speculative undertaking, involves a substantial degree of risk and is a capital-intensive business.

As of December 5, 2025, Movano had an accumulated deficit of approximately $161.7 million. Movano expects that its losses will continue for the foreseeable future as it continues to invest significant additional resources toward the commercialization of its products and ongoing research and development. Movano has experienced these losses and accumulated deficit primarily due to the investments it has made in developing its proprietary technologies and products, building its team and manufacturing capabilities and the commercial launch and FDA clearance of its products. Without additional capital Movano’s existing cash and cash equivalents will be insufficient to fully fund its business plan. Movano expects to continue to incur losses for the foreseeable future. Movano’s ability to achieve revenue-generating operations and, ultimately, achieve profitability will depend on whether it can obtain additional capital when it needs it, complete the development of its technology, receive regulatory approvals of its technology, potentially find strategic collaborators that can incorporate its technology into applications which can be successfully commercialized and achieve market acceptance. There can be no assurance that Movano will ever generate substantial revenues or achieve profitability. Even if it achieves profitability in the future, it may not be able to sustain profitability in subsequent periods.

Movano may be unable to continue as a going concern if it does not successfully raise additional capital on favorable terms, or at all, or if it fails to generate sufficient revenue from operations.

Primarily as a result of Movano’s lack of revenue, history of losses to date and its lack of liquidity, there is substantial doubt as to its ability to continue as a going concern. As of September 30, 2025, Movano had total assets of approximately $5.6 million and total liabilities of approximately $7.3 million. Even with the $3.0 million raised in November pursuant to the Series A Purchase Agreement, Movano believes that its cash and cash equivalents will not be sufficient to fund its projected operating requirements beyond the first quarter of 2026. Movano expects to continue to incur significant expenses, including in connection with the consummation of the merger and it may never achieve profitability. Movano’s forecast of the period through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed elsewhere in this section. Movano has based this estimate on assumptions that may prove to be wrong, and it could utilize its available capital resources sooner than it currently expects.

There can be no assurance that Movano will be able to raise sufficient additional capital on acceptable terms, or at all. If it is unable to raise additional capital or if it is unable to generate sufficient revenue from its operations, Movano may not stay in business. Movano may seek additional capital through a combination of private and public equity offerings, debt financings and strategic collaborations. If Movano raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of its existing stockholders could be significantly diluted and these newly issued securities may have rights, preferences or privileges senior to those of holders of the common stock offered hereby. Movano’s Bridge Loan is secured by its assets, including its intellectual property, and includes covenants restricting the company’s ability to raise additional capital, any future debt financing, if obtained, may involve agreements that include covenants limiting or restricting Movano’s ability to take specific actions, such as incurring additional debt, which could increase its expenses and require that its assets secure such debt. Moreover, any debt Movano incurs must be repaid regardless of its operating results. The above circumstances may discourage some investors from purchasing its stock, lending it money or from providing alternative forms of financing. In addition, the current economic instability in the world’s equity and credit markets may materially adversely affect its ability to sell additional securities and/or borrow cash. There can be no assurance that Movano will be able to raise additional working capital on acceptable terms or at all.

If Movano is unable to raise additional capital when needed, it may be required to reduce or terminate its operations. Movano could be forced to sell or dispose of its rights or assets. Any inability to raise adequate funds on commercially reasonable terms would have a material adverse effect on its business, results of operation and financial condition, including the possibility that a lack of funds could cause its business to fail and liquidate with little or no return to investors.

Even if Movano takes these actions, they may be insufficient, particularly if its costs are higher than projected or unforeseen expenses arise. Additionally, if Movano raises additional funds through collaborations, strategic alliances or licensing arrangements with third parties, it may have to relinquish valuable rights to its technologies, future revenue streams or products or to grant licenses on terms that may not be favorable to the company. If Movano chooses to expand more rapidly than it presently anticipates, it may also need to raise additional capital sooner than expected.

Movano’s efforts may never demonstrate the feasibility of its proposed continuous glucose monitoring (“CGM”) and blood pressure monitoring solution.

Movano has developed a working prototype of its proposed solution that is capable of generating data it believes will be able to be used to measure various health vital signs and measurements, including heart rate, heart rate variability, sleep, respiration, temperature, blood oxygen, steps, calories, blood glucose and blood pressure levels, but significant additional research and development activity will be required before it achieves a commercial product. Movano has conducted limited studies to compare the data its prototype device generates to measurements from conventional blood glucose and blood pressure measuring tools, and it is using the data generated in those studies to refine its product design and to develop the algorithms its product in development will utilize. However, Movano has not yet conducted any studies that demonstrate that its planned product is able to measure blood glucose or blood pressure levels at any particular accuracy level, and it may never be able to complete any clinical studies that demonstrate accuracy levels that would be necessary for a commercial product. Movano’s research and development efforts remain subject to all of the risks associated with the development of new products based on emerging technologies, including unanticipated technical or other problems and the possible insufficiency of funds needed in order to complete development of these products and enable it to execute its business plan. Any such problems may result in delays and cause Movano to incur additional expenses that would increase its losses. If Movano cannot complete, or if it experiences significant delays in, developing its technology and products and services based on such technology for use in potential commercial applications, particularly after incurring significant expenditures, its business may fail. To Movano’s knowledge, the technological concepts it is applying to develop commercial applications have not previously been successfully applied by anyone else.

Accordingly, you should consider Movano’s prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development, especially technology companies such as ours. Potential investors should carefully consider the risks and uncertainties that a company with a limited operating history typically faces. In particular, potential investors should consider that Movano cannot assure you that it will be able to:

•        successfully implement or execute its current business plan, or that its business plan is sound;

•        successfully develop the technology necessary to develop its planned solution having the functionality and characteristics it discusses herein;

•        successfully develop a practical, efficient or economical commercial version of one or more products;

•        obtain any additional issued patents;

•        successfully develop proprietary technology and trade secrets and secure market exclusivity and/or adequate intellectual property protection for its products by way of patent protection or otherwise;

•        successfully protect any such proprietary technology and trade secrets from competitors and third parties claiming infringement or misappropriation;

•        attract and retain an experienced management and advisory team; and

•        raise sufficient funds in the capital markets to effectuate its business plan, including for the development and commercialization of its products.

If Movano cannot successfully execute any one of the foregoing, its business may not succeed, and your investment will be adversely affected.

Movano faces competition from other technology companies and its operating results will suffer if it fails to compete effectively.

The technology industry, generally, and the general wellness, continuous glucose and blood pressure monitoring markets, in particular, are intensely competitive, subject to rapid change, and significantly affected by new product introductions and other market activities by industry participants. To compete successfully, Movano will need to demonstrate the advantages of its products and technologies over well-established alternative solutions, products and technologies, as well as newer ones, and convince consumers and enterprises of the advantages of its products and technologies. With respect to the Evie Ring and other planned solutions, Movano faces or will face direct and indirect competition from a number of competitors who have developed or are developing products for general wellness and continuous or periodic monitoring of glucose and blood pressure levels, and Movano anticipates that other companies will develop additional competitive products in the future. Traditional glucometers and blood pressure monitors remain an inexpensive alternative to its proposed solution. Movano has existing competitors and potential new competitors, many of which have or will have substantially greater name recognition, financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals, and sales and marketing of approved products than it has. Mergers and acquisitions in the pharmaceutical, biotechnology and diagnostic industries may result in even more resources being concentrated among a smaller number of its competitors. Established competitors may invest heavily to quickly discover and develop novel technologies that could make obsolete or uneconomical the technology or the products that it plans to develop. Other small or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Any new product that Movano develops that competes with a competitor’s existing or future product may need to demonstrate compelling advantages in cost, convenience, quality, and safety to be commercially successful. In addition, new products developed by others could emerge as competitors to its proposed product development candidates. If its technology under development or its future products are not competitive based on these or other factors, its business would be harmed, and its financial condition and operations will suffer.

If Movano is not successful in attracting and retaining highly qualified personnel, it may not be able to successfully implement its business strategy.

Movano’s ability to implement its business plan depends in large part upon its ability to attract and retain highly qualified managerial and engineering personnel. Movano will need to hire additional personnel as it further develops its products. Competition for skilled personnel in its market is intense and competition for experienced engineers may limit its ability to hire and retain highly qualified personnel on acceptable terms. Despite Movano’s efforts to retain valuable employees, members of its management and engineering teams may terminate their employment with the company on short notice. The loss of the services of any of Movano’s executive officers or other key employees could potentially harm its business, operating results or financial condition. Currently, Movano does not maintain key man insurance policies with respect to any of its executive officers or employees.

Movano’s success also depends on its ability to continue to attract, retain and motivate highly skilled junior, mid-level and senior managers as well as junior, mid-level and senior engineering personnel. Other technology companies with which it competes for qualified personnel have greater financial and other resources, different risk profiles and longer histories than it has. They also may provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high-quality candidates than what Movano has to offer. If Movano is unable to continue to attract and retain high-quality personnel, the rate and success at which it can develop and commercialize products would be limited.

Movano is subject to risks associated with its utilization of consultants.

To improve productivity and accelerate Movano’s development efforts while it builds out its own engineering team, it uses experienced consultants to assist in selected business functions, including the development of its integrated circuits. Movano takes steps to monitor and regulate the performance of these independent third parties. However, arrangements with third party service providers may make its operations vulnerable if these consultants fail to satisfy their obligations to the company as a result of their performance, changes in their own operations, financial condition or other matters outside of Movano’s control. Effective management of its consultants is important to Movano’s business and strategy. The failure of its consultants to perform as anticipated could result in substantial costs, divert management’s attention from other strategic activities or create other operational or financial

problems for the company. Terminating or transitioning arrangements with key consultants could result in additional costs and a risk of operational delays, potential errors and possible control issues as a result of the termination or during the transition.

Movano will need to grow the size of its organization, and it may experience difficulties in managing this growth.

As Movano expands its activities, there will be additional demands on its financial, technical, operational and management resources. To manage its anticipated future growth, we must continue to implement and improve our financial, technical, operational and management systems and continue to recruit and train additional qualified personnel. Due to its limited financial resources and operating history, Movano may not be able to effectively manage the expansion of its operations or recruit and train additional qualified personnel. The expansion of its operations may lead to significant costs and may divert its management and business development resources. Any inability to manage growth could delay the execution of Movano’s business plans or disrupt its operations.

Movano may acquire businesses or products, or form strategic alliances, in the future, and it may not realize the benefits of such acquisitions.

Movano may acquire additional businesses or products, form strategic alliances or create joint ventures with third parties that it believes will complement or augment its existing business. If Movano acquires businesses with promising markets or technologies, we may not be able to realize the benefit of acquiring such businesses if we are unable to successfully integrate them with its existing operations and company culture. Movano may encounter numerous difficulties in developing, manufacturing and marketing any new products resulting from a strategic alliance or acquisition that delay or prevents it from realizing their expected benefits or enhancing its business. Movano cannot assure you that, following any such acquisition, it will achieve the expected synergies to justify the transaction.

Movano’s business is affected by macroeconomic conditions.

Various macroeconomic factors could adversely affect Movano’s business and the results of its operations and financial condition, including changes in inflation, interest rates and foreign currency exchange rates and overall economic conditions and uncertainties, including those resulting from the current and future conditions in the global financial markets. Cost inflation, including increases in raw material prices, labor rates, and transportation costs may impact Movano’s profitability. Global financial markets and the banking sector can experience extreme volatility, disruption and credit contraction, which adversely affect global economic conditions. The volatility of the capital markets could also affect the value of Movano’s investments and its ability to liquidate its investments or access its cash and cash equivalents in order to fund its operations. Movano’s ongoing cash management strategy is to maintain diversity in its deposit accounts at multiple financial institutions, but there can be no assurance that this strategy will be successful. If Movano’s banking partners are negatively impacted by financial conditions affecting the banking system and financial markets, then Movano’s ability to access its cash and cash equivalents may be threatened which could have a material adverse effect on its business and financial condition.

Increasing interest rates, reduced access to capital markets and bank failures could also adversely affect the ability of Movano’s suppliers, original equipment manufacturers (“OEMs”), value-added resellers (“VARs”), distributors, licensors, collaborators and other strategic partners to remain effective business partners or to remain in business. The loss of a strategic partner, or a failure to perform by a strategic partner, could have a disruptive effect on Movano’s business and could adversely affect its results of operations.

Movano’s business and operations are subject to risks related to climate change.

The effects of global climate change present risks to Movano’s business. Natural disasters, extreme weather and other conditions caused by or related to climate change could adversely impact Movano’s supply chain, the availability and cost of raw materials and components, energy supply, transportation, or other inputs necessary for the operation of its business. Climate change and natural disasters could also result in physical damage to Movano’s facilities as well as those of its suppliers, and strategic partners, which could cause disruption in Movano’s business and operations. Movano’s facilities and its equipment would be costly to replace and could require substantial lead time to repair or replace. Although Movano believes it possesses adequate insurance for the disruption of its business related to climate change, such insurance may not be sufficient to cover all of its potential losses and may not continue to be available to it on acceptable terms, or at all.

The sizes of the markets for Movano’s current and future products have not been established with precision and may be smaller than Movano estimates.

Movano’s estimates of the annual total addressable markets for its current products and products under development are based on a number of internal and third-party estimates, including, without limitation, the size of customer populations and the assumed prices at which Movano can sell its products. While Movano believes its assumptions and the data underlying its estimates are reasonable, these assumptions and estimates may not be correct and the conditions supporting its assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, Movano’s estimates of the annual total addressable market for its current or future products may prove to be incorrect. If the actual number of customers who would benefit from Movano’s products, the price at which it can sell its products, or the annual total addressable market for its products is smaller than Movano has estimated, it may impair its sales growth and have an adverse impact on its business.

Movano’s business could be negatively impacted by corporate social responsibility and sustainability matters.

There has been an increased focus from investors, customers, employees and other stakeholders concerning corporate social responsibility and sustainability matters, which may result in increases in Movano’s costs to operate its business or restrict certain aspects of its activities. The standards by which corporate social responsibility and sustainability efforts and related matters are measured are developing and evolving, and certain areas are subject to assumptions that could change over time. Movano could be criticized for the scope of such initiatives or goals or perceived as not acting responsibly in connection with these matters. In addition, Movano could experience reputational harm if it is targeted by groups or influential individuals who disagree with its positions on social or environmental issues. Additionally, lawsuits or regulatory actions based on allegations that certain public statements regarding corporate social responsibility and sustainability matters by companies are false and misleading “greenwashing” campaigns could significantly impact Movano’s operations and could have an adverse impact on its financial condition. Any such matters could have a material adverse impact on Movano’s future results of operations, financial position and cash flows.

Risks Related to Movano’s Product Development, Manufacturing and Commercialization

Movano is highly dependent on the success of its initial products, the Evie Ring and the EvieMED Ring, and cannot give any assurance that they will be successfully commercialized.

Movano is highly dependent on the success of its initial products, the Evie Ring and the EvieMED Ring. There is no guarantee that Movano will be successful in the commercialization of these or any other future product. While Movano commercially launched the Evie Ring without FDA clearance, it recently received FDA clearance for the pulse oximeter feature of the EvieMED Ring. Movano intends to seek FDA clearance for additional features of the EvieMED Ring, which will require substantial additional clinical development, extensive preclinical testing and clinical trials. Movano cannot give any assurance that its products will be successfully commercialized or that it will receive regulatory clearances or approvals for additional features. Any failure to achieve commercial success or obtain additional regulatory clearances or approvals would have a material adverse effect on Movano’s business.

If Movano does not successfully manage the launch and marketing of new products or services, its financial results could be adversely affected.

Movano faces risks associated with launching new products and pre-announcing products and services when the products or services have not been fully developed or tested. In addition, Movano may experience difficulty in managing or forecasting customer reactions, purchasing decisions, transition requirements, or programs with respect to newly launched products (or products in development). If Movano’s products and services are not able to deliver the performance or results expected by its target markets or are not delivered on a timely basis, its reputation and credibility may suffer. If Movano encounters development challenges or discovers errors in its products late in its development cycle, it may delay the product launch date. The expenses or losses associated with unsuccessful product development or launch activities, or a lack of market acceptance of Movano’s new products, could adversely affect its business, financial condition, or results of operations.

Movano depends on third parties to design, manufacture, market and distribute its products. If any third party fails to successfully design, manufacture, market or distribute any of Movano’s products, Movano’s business will be materially harmed.

Movano depends and expects to continue to depend on strategic partners such as third-party OEMs, VARs and other distributors to complete the design, manufacture, market and distribute the Evie Ring, EvieMED Ring and other future products. If these strategic partners fail to successfully design, manufacture, market or distribute Movano’s current or future products, Movano’s business will be materially harmed.

Movano has limited control over the efforts and resources that any third-party OEMs, VARs and other distributors devote to designing, manufacturing, marketing or distributing Movano’s products under development. An OEM may not be able to successfully design and manufacture Movano’s products and such failure by an OEM could substantially harm the value of Movano’s business. Similarly, the OEMs, VARS or other distributors Movano engages with to market and sell its product under development may not be successful at marketing and selling such product. If Movano cannot find suitable strategic partners or its strategic partners do not perform as expected, Movano’s potential for revenue may be dramatically reduced and its business could be harmed.

Movano’s business and operations would suffer in the event of information technology system failures, including cyber-attacks.

Movano’s information technology computer systems, as well as those of its contractors and consultants, are vulnerable to damage from computer viruses, unauthorized access, natural disasters (including fires and earthquakes), terrorism, war and telecommunication and electrical failures. If such an event were to occur and cause interruptions in Movano’s operations, it could result in a material disruption of its development programs. In the ordinary course of Movano’s business, it collects and stores sensitive data, including intellectual property, proprietary business information, personal data and personally identifiable information of its clinical trial subjects and employees, on its networks. The secure processing, maintenance and transmission of this information is critical to Movano’s operations. High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyber-attacks targeting businesses such as Movano’s. Cyber-attacks are becoming more sophisticated and frequent, and in some cases have caused significant harm. Computer hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees, customers, or others to disclose information or unwittingly provide access to systems or data. While Movano devotes significant resources to security measures to protect its systems and data, these measures cannot provide absolute security, and Movano’s information technology and infrastructure may be vulnerable to attacks by hackers or internal bad actors, or breached due to employee error, a technical vulnerability, malfeasance or other disruptions. Although, to Movano’s knowledge, it has not experienced any such material security breach to date, any such breach could compromise its networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information and significant regulatory penalties, and such an event could disrupt Movano’s operations, damage its reputation and cause a loss of confidence in Movano and its ability to conduct clinical trials, which could adversely affect its reputation and delay its development of its products.

The use of artificial intelligence presents new risks and challenges to Movano’s business.

AI is increasingly being used across the global business landscape, including in the industry in which Movano operates. Movano has already employed certain AI technologies into its business to enhance its operations, products, technology, and services and expects its use of AI to increase as the technology rapidly evolves and improves. However, AI innovation presents risks and challenges that could impact Movano’s business. AI algorithms may be flawed. Datasets may be insufficient or contain biased information. Ineffective AI development and deployment practices by Movano or its commercial partners could result in violations of Movano’s confidentiality and privacy obligations or applicable laws and regulations, jeopardize its intellectual property rights, cause or contribute to unlawful discrimination, result in the misuse of personally identifiable information, including protected health information (“PHI”), or give rise to significant cyber security risks, any of which could have a material adverse effect on Movano’s business, results of operations, and financial condition.

Movano may also face increased competition from other companies that are employing AI and related technologies, some of whom may develop more effective methods than Movano and any of its commercial partners have, which could have a material adverse effect on Movano’s business, results of operations, or financial condition. In addition, uncertainties regarding developing legal and regulatory requirements and standards may require significant resources to modify and maintain Movano’s business practices to comply with U.S. and foreign laws concerning the use of AI and related technologies, the nature of which cannot be determined at this time.

Risks Related to Movano’s Intellectual Property and Other Legal Matters

It is difficult and costly to protect Movano’s intellectual property and its proprietary technologies, and Movano may not be able to ensure their protection.

Movano’s success depends significantly on its ability to obtain, maintain and protect its proprietary rights to the technologies used in its products. Patents and other proprietary rights provide uncertain protections, and Movano may be unable to protect its intellectual property. As of December 5, 2025, Movano owns, jointly owns, or has exclusive rights to 31 issued and in-force patents (that cover one or more of its products or product candidates for method, system and device development) that expire at various times between November 12, 2039 and December 18, 2040. Furthermore, as of December 5, 2025, Movano owns, jointly owns, or has exclusive rights to two pending U.S. patent applications, and one pending foreign patent application.

While Movano plans to file additional patent applications, it may never develop any invention that results in any additional issued patents. Even if Movano obtains patents, it may be unsuccessful in defending its patents (and other proprietary rights) against third party challenges. Although Movano expects to attempt to obtain patent coverage for its technology where available and where it believes appropriate, there may be aspects of the technology for which patent coverage may never be sought or received. Movano may not possess the resources to or may not choose to pursue patent protection outside the United States or any or every country other than the United States where it may eventually decide to sell its future products. Movano’s ability to prevent others from making or selling duplicate or similar technologies will be impaired in those countries in which it has no patent protection.

Any patent applications Movano has filed or may file in the future may never result in issued patents, or patents issued based upon such applications may issue only with limited coverage or may issue and be subsequently successfully challenged by others and held invalid or unenforceable. There may exist prior art that may prevent Movano’s patent applications from resulting in issued patents, and there may be other inventors who file patent applications on inventions that are the same or similar to Movano’s or that otherwise may be found to anticipate Movano’s inventions before Movano files patent applications of its own on its inventions, which may result in the issue of patents on Movano’s inventions or similar or anticipatory inventions to those other inventors.

Even if patents issued based on Movano’s current or any future applications, any issued patents may not provide Movano with any competitive advantages. Competitors may be able to design around Movano’s patents or develop products that provide outcomes comparable or superior to Movano’s. Movano’s patents may be held invalid or unenforceable as a result of legal challenges by third parties, and others may challenge the inventorship or ownership of Movano’s patents and pending patent applications. In addition, if Movano chooses to and is able to secure protection in countries outside the United States, the laws of some foreign countries may not protect its intellectual property rights to the same extent as do the laws of the United States. In the event a competitor infringes upon Movano’s patents or other intellectual property rights, enforcing those rights may be difficult, expensive and time consuming and Movano may elect not to enforce its patents or other intellectual property rights based on the facts and circumstances known to it at the time. Even if successful, litigation to enforce Movano’s intellectual property rights or to defend its patents against challenge could be expensive and time consuming and could divert Movano’s management’s attention. Movano may not have sufficient resources to enforce its intellectual property rights or to defend its patents against a challenge.

If Movano is unable to protect the confidentiality of its proprietary information and know-how, the value of its technology and products could be adversely affected.

In addition to Movano’s patent activities, it relies upon, among other things, unpatented proprietary technology, processes, trade secrets and know-how. Any involuntary disclosure to or misappropriation by third parties of Movano’s confidential or proprietary information could enable competitors to duplicate or surpass Movano’s

technological achievements, potentially eroding its competitive position in its market. While Movano requires all of its employees, consultants, advisors and any third parties who have access to its proprietary know-how, information and technology to enter into confidentiality agreements, Movano cannot be certain that this know-how, information and technology will not be disclosed or that competitors will not otherwise gain access to Movano’s trade secrets or independently develop substantially equivalent information and techniques. These agreements may be terminated or breached, and Movano may not have adequate remedies for any such termination or breach. Furthermore, these agreements may not be enforceable or provide meaningful protection for Movano’s trade secrets and know-how in the event of unauthorized use or disclosure. The disclosure of trade secrets or other proprietary information would impair Movano’s competitive position and may materially harm its business.

Movano may in the future be a party to intellectual property litigation or administrative proceedings that could be costly and could interfere with its ability to develop its products.

Because Movano’s industry is characterized by competing intellectual property, Movano may be sued for violating the intellectual property rights of others. Determining whether a product infringes a patent involves complex legal and factual issues, and the outcome of patent litigation actions is often uncertain. Movano has not conducted any significant search of patents issued to third parties, and no assurance can be given that third party patents containing claims covering Movano’s product under development, parts of its product under development, technology or methods do not exist, have not been filed, or could not be filed or issued. Because of the number of patents issued and patent applications filed in Movano’s technical areas or fields, Movano’s competitors or other third parties may assert that Movano’s products and the methods it plans to employ in the use of its products are covered by United States or foreign patents held by them. In addition, because patent applications can take many years to issue and because publication schedules for pending applications vary by jurisdiction, there may be applications now pending of which Movano is unaware, and which may result in issued patents that Movano’s product under development or other future products would infringe. Also, because the claims of published patent applications can change between publication and patent grant, there may be published patent applications that may ultimately issue with claims that Movano infringes. There could also be existing patents that one or more of Movano’s future products or parts may infringe and of which Movano is unaware. As the number of competitors in Movano’s market increases, and as the number of patents issued in this area grows, the possibility of patent infringement claims against Movano increases. Some of Movano’s competitors may be able to sustain the costs of complex patent litigation more effectively than Movano can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on Movano’s ability to raise the funds necessary to continue its operations.

In the event that Movano becomes subject to a patent infringement or other intellectual property lawsuit and if the relevant patents or other intellectual property were upheld as valid and enforceable and Movano were found to infringe or violate the terms of a license to which it is a party, Movano could be prevented from selling any infringing products of its unless it could obtain a license or were able to redesign the product to avoid infringement. If Movano were unable to obtain a license or successfully redesign, it might be prevented from selling its product under development or other future products. If there is an allegation or determination that Movano has infringed the intellectual property rights of a competitor or other person, Movano may be required to pay damages, or a settlement or ongoing royalties. In these circumstances, Movano may be unable to sell its products at competitive prices or at all, and its business could be harmed.

Movano may be subject to claims that its employees, consultants or independent contractors have wrongfully used or disclosed confidential information of their former employers or other third parties or claims asserting ownership of what Movano regards as its own intellectual property.

Movano does and may employ and contract with individuals who were previously employed by other technology companies. Although Movano seeks to protect its ownership of intellectual property rights by ensuring that its agreements with its employees, collaborators and other third parties with whom it does business include provisions requiring such parties to assign rights in inventions to Movano and to not use the know-how or confidential information of their former employer or other third parties, Movano cannot guarantee that it has executed such agreements with all applicable parties. Movano may be subject to claims that it or its employees, consultants or independent contractors have inadvertently or otherwise used or disclosed confidential information of its employees’ former employers or other third parties. Movano may also be subject to claims that former employers or other third parties have an ownership interest in Movano’s patents. Litigation may be necessary to defend against

these claims. There is no guarantee of success in defending these claims, and if Movano fails in defending any such claims, in addition to paying monetary damages, Movano may lose valuable personnel or intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Even if Movano is successful, litigation could result in substantial cost and be a distraction to its management and other employees.

In addition, while it is Movano’s policy to require its employees, contractors and other third parties who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to Movano, Movano may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that Movano regards as its own. The assignment of intellectual property rights under such agreements may not be self-executing, or the assignment agreements may be breached, and Movano may be forced to bring claims against third parties, or defend claims that they may bring against it, to determine the ownership of what Movano regards as its intellectual property. Any of the foregoing could have a material adverse effect on Movano’s business, financial condition, results of operations and prospects.

Movano could become subject to product liability claims, product recalls and warranty claims that could be expensive, divert management’s attention and harm its business.

Movano’s business exposes it to potential liability risks that are inherent in the manufacturing, marketing and sale of products used by consumers. Movano may be held liable if its product under development or other future products cause injury or death or are found otherwise unsuitable during usage. Movano’s future products to be developed are expected to incorporate sophisticated components and computer software. Complex software can contain errors, particularly when first introduced. In addition, new products or enhancements may contain undetected errors or performance problems that, despite testing, are discovered only after installation. While Movano believes its technology will be safe, because its proposed solution is an RF-based technology that is being designed to be used in close proximity to users, users may allege or possibly prove defects, some of which could be alleged or proved to cause harm to users or others. A product liability claim, regardless of its merit or eventual outcome, could result in significant legal defense costs. Movano cannot guarantee that it will be able to obtain products liability insurance; if it does, however, the coverage limits of any insurance policies that it may choose to purchase to cover related risks may not be adequate to cover future claims, and the cost of insurance, if obtainable, could be prohibitive. If sales of Movano’s products increase or it suffers future product liability claims, it may be unable to maintain product liability insurance in the future at satisfactory rates or with adequate amounts. A product liability claim, any product recalls or excessive warranty claims, whether arising from defects in design or manufacture or otherwise, could negatively affect Movano’s sales or require a change in the design or manufacturing process, any of which could harm its reputation and result in a decline in revenue, each of which would harm its business.

In addition, if a product Movano designed or manufactured is defective, whether due to design or manufacturing defects, improper use of the product or other reasons, Movano may be required to notify regulatory authorities and/or to recall the product. A required notification to a regulatory authority or recall could result in an investigation by regulatory authorities of Movano’s products, which could in turn result in required recalls, restrictions on the sale of the products or other penalties. The adverse publicity resulting from any of these actions could adversely affect the perception of customers and potential customers. These investigations or recalls, especially if accompanied by unfavorable publicity, could result in Movano’s incurring substantial costs, losing revenues and damaging its reputation, each of which would harm its business.

Increased use of social media could create or amplify the effects of negative publicity and adversely affect Movano’s sales and operating results.

As part of Movano’s marketing efforts, it relies on search engine marketing and social media platforms to attract and retain customers. These efforts may not be successful, and pose a variety of other risks, including the improper disclosure of proprietary or personally identifiable information, the posting of negative comments about Movano’s brand, fraud, use of out-of-date information or failure to comply with regulations regarding such practices. Negative or false commentary about Movano or its products or services may be posted on social media platforms and may harm its reputation or business and social media has also given users the ability to more effectively organize collective actions, such as boycotts, which could be taken against Movano or its products or services. Customers value readily available information and often act on such information without affording Movano an opportunity for redress or correction. The inappropriate use of social media vehicles, including a failure to abide by applicable laws and regulations, in the use of social media by Movano or its influencers, employees, contractors, suppliers, customers

or other third parties associated or perceived to be associated with Movano could increase its costs, lead to litigation, fines or regulatory action or result in negative publicity that could damage its reputation. The occurrence of any such developments could have an adverse effect on Movano’s business results.

In addition, any negative events reported in the media, including social media, whether or not accurate or involving Movano or its products or services, could create or amplify negative publicity for Movano or for the industry or market segments in which it operates. These and other types of social media risks could reduce demand for products and services offered by Movano and/or shift consumer preferences to competitors and could result in a decrease in customer demand for Movano’s products and services.

Risks Related to Movano’s Regulation

FDA clearance of the pulse oximetry feature of Movano’s EvieMED Ring does not ensure commercial success of the product.

In November 2024, Movano received 510(k) clearance from the FDA for the pulse oximetry feature in its EvieMED Ring, making it a medical device. The EvieMED Ring clearance was the first medical device marketing authorization Movano has received. In order to market and distribute EvieMED Ring or other medical devices, Movano will need to modify certain of its internal business operations to ensure they comply with medical device requirements and to enable distribution of the product in accordance with the limitations of use described in its marketing authorizations. For example, for Movano’s EvieMED Ring product, the 510(k) clearance limits distribution of this product to prescription use-only. In the direct-to-consumer model Movano utilizes to distribute the Evie Ring, consumers purchase its products directly from it or one of its retailers, and Movano will not be able to utilize this model to distribute the EvieMED Ring in accordance with its prescription-required marketing authorization. Though Movano is currently exploring a number of new distribution channels, including working with durable medical equipment distributors, healthcare institutions, and other healthcare payor and provider channels, it may not be successful in identifying, or implementing with its current resources, an appropriate distribution channel. Further, even though Movano has received FDA clearance for EvieMED Ring, it will still need to demonstrate the business and clinical rationale and justifications of this product in order for healthcare institutions and providers to be convinced of the need to prescribe it, and Movano may not be successful in these efforts.

Movano expects to seek FDA clearance with respect to additional EvieMED Ring monitoring capabilities and expects to seek FDA clearance or approval for its planned CGM and blood pressure monitoring solution, which may be difficult to achieve, and existing laws or regulations or future legislative or regulatory changes may affect its business.

While Movano commercialized its first iteration of the Evie Ring without FDA clearance, its EvieMED Ring is, and Movano expects its other future products will be subject to current and future regulation by the FDA and may be subject to regulation by other federal, state and local agencies. These agencies and regulations require manufacturers of medical devices to comply with applicable laws and regulations governing development, testing, manufacturing, labeling, marketing and distribution of medical devices. Devices are generally subject to varying levels of regulatory control, based on the risk level of the device. Governmental regulations specific to medical devices are wide-ranging and govern, among other things:

•        product design, development and manufacture;

•        laboratory, pre-clinical and clinical testing, labeling, packaging, storage and distribution;

•        premarketing clearance or approval;

•        record keeping;

•        product marketing, promotion and advertising, sales and distribution; and

•        post-marketing surveillance, including reporting of deaths, serious injuries and certain malfunctions, as well as corrections and removals (recalls).

Before a new medical device or a new intended use for an existing product can be marketed in the United States, a company must first submit and receive either 510(k) clearance or premarket approval (“PMA”) from FDA, unless an exemption applies. The typical duration to receive a 510(k) clearance is approximately nine to twelve months from the date of the initial 510(k) submission and the typical duration to receive a PMA approval is approximately two years from the date of submission of the initial PMA application, although there is no guarantee that the timing will not be longer.

Movano’s EvieMED Ring is a Class II medical device, which required Movano to seek and receive a 510(k) clearance for the pulse oximeter feature prior to marketing. Movano intends to seek a 510(k) clearance with respect to additional monitoring capabilities. In some instances, the 510(k) pathway for product marketing may be used with only proof of substantial equivalence in technology for a given indication with a lawfully marketed device (a “predicate device”). In other instances, FDA may require additional clinical work to prove efficacy in addition to technological equivalence and basic safety. Whether clinical data is provided or not, FDA may decide to reject the substantial equivalence argument Movano presents. If that happens, Movano’s device would be automatically designated as a Class III device, and Movano would have to fulfill the more rigorous PMA requirements or request a “de novo” reclassification of the device into Class I or II. Thus, although at this time Movano does not anticipate that it will be required to do so, it is possible that one or more of its planned products or product features may require PMA approval or de novo reclassification.

Movano may not be able to obtain the necessary clearances or approvals or may be unduly delayed in doing so, which could harm its business. Furthermore, even if Movano is granted regulatory clearances or approvals, they may include significant limitations on the indicated uses for the product, which may limit the market for the product. Delays in obtaining clearance or approval could increase Movano’s costs and harm its revenues and growth.

In addition, Movano is required to timely file various reports with FDA, including reports required by the medical device reporting regulations that require Movano to report to FDA if its devices may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction were to recur. If these reports are not filed timely, regulators may impose sanctions and sales of Movano’s products may suffer, and Movano may be subject to regulatory enforcement actions, all of which could harm its business.

If Movano initiates a correction or removal for one of its devices to reduce a risk to health posed by the device, it would be required to submit a publicly available Correction and Removal report to FDA and, in many cases, similar reports to other regulatory agencies. This report could be classified by FDA as a device recall which could lead to increased scrutiny by FDA, other international regulatory agencies and Movano’s customers regarding the quality and safety of its devices. Furthermore, the submission of these reports has been and could be used by competitors against Movano in competitive situations and cause customers to delay purchase decisions or cancel orders and would harm Movano’s reputation.

FDA and FTC also regulate the advertising and promotion of Movano’s products to ensure that the claims it makes are consistent with its regulatory clearances, that there are adequate and reasonable data to substantiate the claims and that its promotional labeling and advertising is neither false nor misleading in any respect. If FDA or FTC determines that any of Movano’s advertising or promotional claims are misleading, not substantiated or not permissible, Movano may be subject to enforcement actions, including warning letters, and it may be required to revise its promotional claims and make other corrections or restitutions.

FDA and state authorities have broad enforcement powers. Movano’s failure to comply with applicable regulatory requirements could result in enforcement action by FDA or state agencies, which may include any of the following sanctions:

•        adverse publicity, warning letters, fines, injunctions, consent decrees and civil penalties;

•        repair, replacement, refunds, recall or seizure of Movano’s products;

•        operating restrictions, partial suspension or total shutdown of production;

•        refusing Movano’s requests for 510(k) clearance or PMA of new products,

•        new intended uses or modifications to existing products;

•        withdrawing 510(k) clearance or PMAs that have already been granted;

•        refusal of importation or exportation; and

•        criminal prosecution and/or civil penalties.

If any of these events were to occur, Movano’s business and financial condition would be harmed.

The cost of compliance with new laws or regulations governing Movano’s technology or future products could adversely affect its financial results. New laws or regulations may impose restrictions or obligations on Movano that could force it to redesign its technology under development or other future products and may impose restrictions that are not possible or practicable to comply with, which could cause Movano’s business to fail. Movano cannot predict the impact on its business of any legislation or regulations related to its technology or future products that may be enacted or adopted in the future.

If any OEMs contracted to manufacture Movano’s products fail to comply with FDA’s Quality System Regulations or other regulatory bodies’ equivalent regulations, manufacturing operations could be delayed or shut down and the development of Movano’s products could suffer.

The manufacturing processes of third-party OEMs are required to comply with FDA’s Quality System Regulations and other regulatory bodies’ equivalent regulations, which cover the procedures and documentation of the design, testing, production, control, quality assurance, labeling, packaging, storage and shipping of Movano’s planned non-invasive solution. They may also be subject to similar state requirements and licenses and engage in extensive recordkeeping and reporting and make available their manufacturing facilities and records for periodic unannounced inspections by governmental agencies, including FDA, state authorities and comparable agencies in other countries. If any OEM fails such an inspection, Movano’s operations could be disrupted and its manufacturing interrupted. Failure to take adequate corrective action in response to an adverse inspection could result in, among other things, a shut-down of Movano’s manufacturing operations, significant fines, suspension of marketing clearances and approvals, seizures or recalls of its products, operating restrictions and criminal prosecutions, any of which would cause its business to suffer. Furthermore, these OEMs may be engaged with other companies to supply and/or manufacture materials or products for such companies, which would expose Movano’s OEMs to regulatory risks for the production of such materials and products. As a result, failure to meet the regulatory requirements for the production of those materials and products may also affect the regulatory clearance of a third-party manufacturer’s facility. If FDA determines that any of the facilities that manufacture Movano’s proposed solution are not in compliance with applicable requirements, Movano may need to find alternative manufacturing facilities, which would impede or delay its ability to develop, obtain regulatory clearance or approval for, or market its products, if developed and approved. Additionally, Movano’s key component suppliers may not currently be or may not continue to be in compliance with applicable regulatory requirements, which may result in manufacturing delays for its product and cause its results of operations to suffer.

Movano expects its planned solution to be subject to certain Federal Communication Commission (“FCC”) regulations.

Movano’s RF-based technology involves the transmission of RF energy, and as such, will be subject to regulation by the FCC, including the FCC’s equipment authorization regulations and its regulations governing human exposure to RF energy. In particular, Movano expects the planned solution to be regulated under Part 18 of the FCC’s rules governing industrial, scientific, and medical (ISM) equipment, and to be classified as consumer ISM equipment under that rule part. Based on the expected frequency and power of operation, Movano expects that the product will comply with the Part 18 technical specifications for these types of devices, which Movano will be required to verify under FCC equipment authorization procedures. Movano also expects, based on the device’s frequency and power of operation, that the product will comply with the FCC’s requirements governing human exposure to RF energy. There is the risk that the product, as Movano expects it to be developed, may not comply with these requirements, which could significantly affect its development costs and delay commercialization of the product. There is also the risk that Movano will be unable to cost effectively develop and produce a solution using RF technology that complies with these FCC requirements.

Movano’s current or future products may be subject to product recalls that could harm its reputation.

Regulatory agencies have the authority to require the recall of commercialized products in the event of material regulatory deficiencies or defects in design or manufacture. A government-mandated or voluntary recall by Movano could occur as a result of component failures, manufacturing errors or design or labeling defects. Recalls of Movano’s current or future products would divert management’s attention, be expensive, harm its reputation with customers and harm its financial condition and results of operations. A recall announcement would also negatively affect the price of Movano’s securities.

Healthcare reform measures could hinder or prevent Movano’s commercial success.

There have been, and Movano expects there will continue to be, a number of legislative and regulatory changes to the healthcare system in ways that could harm Movano’s future revenues and profitability and the future revenues and profitability of its potential customers. Federal and state lawmakers regularly propose and, at times, enact legislation that would result in significant changes to the healthcare system, some of which are intended to contain or reduce the costs of medical products and services. For example, one of the most significant healthcare reform measures in decades, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (the “Affordable Care Act”), was enacted in 2010. The Affordable Care Act contains a number of provisions, including those governing enrollment in federal healthcare programs, reimbursement changes and fraud and abuse measures, all of which may impact existing government healthcare programs and result in the development of new programs. The Affordable Care Act imposed a 2.3 percent excise tax on sales of medical devices. The excise tax was suspended by statute twice before being repealed in December 2019. While this tax has been repealed, Congress could enact future legislation or further change the law related to the medical device excise tax in a manner that could negatively impact Movano’s operating results. The financial impact such future taxes could have on Movano’s business is unclear.

Other significant measures contained in the Affordable Care Act include research on the comparative clinical effectiveness of different technologies and procedures, initiatives to revise Medicare payment methodologies, such as bundling of payments across the continuum of care by providers and physicians, and initiatives to promote quality indicators in payment methodologies. The Affordable Care Act also includes significant new fraud and abuse measures, including required disclosures of financial payments to and arrangements with physician customers, lower thresholds for violations and increasing potential penalties for such violations.

Since its enactment, there have been judicial and Congressional challenges to certain aspects of the Affordable Care Act. It remains unclear whether changes will be made to the Affordable Care Act, or whether it will be repealed or materially modified. There likely will continue to be legislative and regulatory proposals at the federal and state levels directed at containing or lowering the cost of healthcare. Movano cannot predict the initiatives that may be adopted in the future or their full impact. The continuing efforts of the government, insurance companies, managed care organizations and other payers of healthcare services to contain or reduce costs of healthcare may harm Movano’s ability to set a price that it believes is fair for its products, its ability to generate revenues and achieve or maintain profitability and the availability of capital.

If Movano fails to comply with healthcare regulations with respect to its current or future products, it could face substantial penalties and its business, operations and financial condition could be adversely affected.

Even though Movano does not and will not control referrals of healthcare services or bill directly to Medicare, Medicaid or other third-party payers, certain federal and state healthcare laws and regulations pertaining to fraud and abuse and patients’ rights will be applicable to Movano’s business. Movano could be subject to healthcare fraud and abuse and patient privacy regulation by both the federal government and the states in which it conducts its business. The regulations that will affect how Movano operates include:

•        the federal healthcare program Anti-Kickback Statute, which prohibits, among other things, any person from knowingly and willfully offering, soliciting, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs, such as the Medicare and Medicaid programs;

•        the federal False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented, false claims, or knowingly using false statements, to obtain payment from the federal government;

•        federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;

•        the federal Physician Payment Sunshine Act, created under the Affordable Care Act, and its implementing regulations, which require manufacturers of drugs, medical devices, biologicals and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program to report annually to the U.S. Department of Health and Human Services information related to payments or other transfers of value made to physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members;

•        the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected health information; and

•        state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third-party payer, including commercial insurers.

The Affordable Care Act, among other things, amends the intent requirement of the Federal Anti-Kickback Statute and criminal healthcare fraud statutes. A person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it. In addition, the Affordable Care Act provides that the government may assert that a claim including items or services resulting from a violation of the Federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act.

Efforts to ensure that Movano’s business arrangements will comply with applicable healthcare laws may involve substantial costs. It is possible that governmental and enforcement authorities will conclude that Movano’s business practices do not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If any such actions are instituted against Movano, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on Movano’s business, including the imposition of civil, criminal and administrative penalties, damages, disgorgement, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal and similar foreign healthcare programs, contractual damages, reputational harm, diminished profits and future earnings and curtailment of its operations, any of which could harm Movano’s ability to operate its business and its results of operations.

Failure to comply with privacy and security laws and regulations could result in fines, penalties and damage to Movano’s reputation and have a material adverse effect on its business.

Movano is or may become subject to a number of federal and state laws and regulations protecting the use, disclosure, and confidentiality of certain patient health and personal information and restricting the use and disclosure of that protected information, including state breach notification laws, HIPAA and HITECH, and the California Consumer Privacy Act, among others.

HIPAA extensively regulates the use and disclosure of individually identifiable health information, known as “protected health information,” and requires covered entities to implement administrative, physical and technical safeguards to protect the security of such information. Covered entities must report breaches of unsecured protected health information to affected individuals without unreasonable delay and notification must also be made to the U.S. Department of Health & Human Services, Office for Civil Rights (the “OCR”) and, in certain situations involving large breaches, to the media. Various U.S. state laws and regulations may also require Movano to notify affected individuals and state agencies in the event of a data breach involving individually identifiable information.

Compliance with HIPAA privacy regulations and security regulations is costly, and violations of the HIPAA privacy and security regulations may result in criminal and civil penalties. The OCR enforces the regulations and performs compliance audits. In addition to enforcement by OCR, state attorneys general are authorized to bring civil actions seeking either injunction or damages in response to violations that threaten the privacy of state

residents. Movano also is or may become subject to state privacy-related laws, such as the California Consumer Privacy Act of 2018 (as amended, the “CCPA”), that are more restrictive than the privacy regulations issued under HIPAA. These laws vary and could impose additional penalties.

Risks Related to Owning Movano’s Securities and Movano’s Financial Results

Movano’s quarterly and annual results may fluctuate significantly, may not fully reflect the underlying performance of its business and may result in decreases in the price of its securities.

Movano’s financial condition and operating results may fluctuate significantly from quarter-to-quarter and year-to-year due to a variety of factors, some of which are beyond its control. Movano’s operating results will be affected by numerous factors such as

•        variations in the level of expenses related to its proposed products;

•        status of its product development efforts;

•        execution of collaborative, licensing or other arrangements, and the timing of payments received or made under those arrangements;

•        intellectual property prosecution and any infringement lawsuits to which Movano may become a party;

•        regulatory developments affecting Movano’s products or those of its competitors;

•        Movano’s ability to obtain and maintain FCC clearance and/or FDA approval for its products, which have not yet been approved for marketing;

•        Movano’s ability to successfully commercialize its products;

•        market acceptance of Movano’s products;

•        the timing and success of new products and feature introductions by Movano or its competitors or any other change in the competitive dynamics of Movano’s industry, including consolidation among competitors, customers or strategic partners;

•        the amount and timing of costs and expenses related to the maintenance and expansion of Movano’s business and operations;

•        general economic, industry and market conditions; the hiring, training and retention of key employees, including Movano’s ability to develop a sales team;

•        litigation or other claims against Movano;

•        Movano’s ability to obtain additional financing;

•        Movano’s ability to maintain the minimum requirements for continued listing on the Nasdaq Capital Market;

•        business interruptions caused by events such as pandemics and natural disasters; and

•        advances and trends in new technologies and industry standards.

Any or all of these factors could adversely affect Movano’s cash position requiring it to raise additional capital, which may be on unfavorable terms and result in substantial dilution.

Movano’s disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Movano is subject to the periodic reporting requirements of the Exchange Act, and is required to maintain disclosure controls and procedures that are designed to reasonably assure that information required to be disclosed by Movano in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.

As a public company, Movano is required to maintain internal control over financial reporting and to report any material weaknesses in those internal controls. Such internal controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. Movano has identified three material weaknesses in its internal control over financial reporting at December 31, 2024: (1) ineffective control environment, including an insufficient number of personnel with an appropriate level of knowledge and experience to create the proper environment for effective internal control over financial reporting, and did not maintain the other components of the COSO framework, including appropriate risk assessment, control activities, information and communication, and monitoring activities components, relating to (i) sufficiency of processes related to identifying and analyzing risks to the achievement of objectives, including technology, across the entity, (ii) developing general control activities over technology to support the achievement of objectives across the entity, (iii) sufficiency of selecting and developing control activities that contribute to the mitigation of risks to the achievement of objectives to acceptable levels and (iv) sufficiency of monitoring activities to ascertain whether the components of internal control are present and functioning; (2) effective IT general controls for certain information systems supporting its key financial reporting processes. Specifically, the Company did not design and maintain (a) change management controls to ensure that program and data changes affecting financial applications and underlying accounting records are identified, tested, authorized and implemented appropriately, (b) access controls to ensure appropriate IT segregation of duties are maintained that adequately restrict and segregate privileged access between environments which support development and production, (c) controls to monitor on an on-going basis for the proper segregation of privileged access between environments which support development and production and (d) operations controls to ensure appropriate interfacing between systems; (3) ineffective process-level controls which affects substantially all financial statement account balances and disclosures within the Company.

Although Movano is making efforts to remediate these issues, these efforts may not be sufficient to avoid similar material weaknesses in the future. Designing and implementing internal controls over financial reporting may be time consuming, costly and complicated as Movano is a small organization with limited management resources.

If the material weakness in Movano’s internal controls is not fully remediated or if additional material weaknesses are identified, those material weaknesses could cause Movano to fail to meet its future reporting obligations, reduce the market’s confidence in its consolidated financial statements, harm its stock price and subject it to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. In addition, Movano’s common stock may not be able to remain listed on Nasdaq or any other securities exchange.

For as long as Movano is an “emerging growth company,” as defined in the JOBS Act, or a non-accelerated filer, as defined in Rule 12b-2 under the Exchange Act, its auditors will not be required to attest as to its internal control over financial reporting. If Movano continues to identify material weaknesses in its internal control over financial reporting, is unable to comply with the requirements of Section 404 in a timely manner, is unable to assert that its internal control over financial reporting is effective or, once required, its independent registered public accounting firm is unable to attest that its internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of Movano’s financial reports and the market price of its common stock could decrease. Movano could also become subject to stockholder or other third-party litigation as well as investigations by the securities exchange on which its securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources and could result in fines, trading suspensions or other remedies.

Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

The issuance of additional stock in connection with financings, acquisitions, Movano’s equity incentive plan, upon exercise of outstanding warrants or otherwise will dilute Movano’s existing stockholders.

If Movano issues additional equity securities, its existing stockholders’ percentage ownership will be reduced, and these stockholders may experience substantial dilution. Movano may also issue equity securities that provide for rights, preferences, and privileges senior to those of its common stock. Subject to compliance with applicable rules and regulations, Movano may issue its shares of common stock in connection with a financing, acquisition, its equity incentive plan, upon exercise of outstanding warrants or otherwise. Any such issuance could result in substantial dilution to Movano’s existing stockholders and cause the trading price of its common stock to decline.

Movano’s stock price has fluctuated widely and is likely to continue to be volatile.

The market price for Movano’s common stock varied between a high of $58.50 and a low of $4.77 between January 1, 2025 and December 5, 2025, as adjusted for the 1-for-10 reverse stock split effected October 10, 2025. Movano’s stock price is likely to continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors, including those listed in this “Risk Factors” section and other, unknown factors. Among numerous other factors, Movano’s stock price also may be affected by:

•        actual or anticipated fluctuations in its quarterly or annual operating results;

•        changes in financial or operational estimates or projections;

•        conditions in markets generally;

•        changes in the economic performance or market valuations of companies similar to Movano’s; and general economic or political conditions in the United States or elsewhere.

In particular, the market prices of technology companies like Movano’s have been highly volatile due to factors, including, but not limited to:

•        any delay or failure to commercialize products acceptable to the market;

•        developments or disputes concerning Movano’s product’s intellectual property rights;

•        Movano’s or its competitors’ technological innovations;

•        changes in market valuations of similar companies;

•        announcements by Movano or its competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, capital commitments, new technologies, or patents; and

•        failure to complete significant transactions or collaborate with vendors in manufacturing Movano’s product.

Any of these factors may result in large and sudden changes in the volume and trading price of Movano’s common stock. The stock market, generally, has from time-to-time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of shares of Movano’s common stock.

The daily trading volume of Movano’s common stock has historically been relatively low. If Movano is unable to develop and maintain a liquid market for its common stock, its shareholders may not be able to sell common stock at prices they consider to be fair or at times that are convenient, or at all. This situation may be attributable to a number of factors, including but not limited to the fact that Movano is an early-stage company that is relatively unknown to stock analysts, stockbrokers, institutional investors, and others in the investor community. In addition, investors may be risk averse to investments in early-stage companies. The low trading volume is outside of Movano’s control and may not increase or, if it increases, may not be maintained. In addition, following periods of volatility in the market price of a company’s securities, litigation has often been brought against that company, and Movano may become the target of litigation as a result of price volatility. Litigation could result in substantial costs and divert Movano’s management’s attention and resources from its business. This could have a material adverse effect on Movano’s business, results of operations and financial condition.

Movano’s failure to meet the continued listing requirements of Nasdaq could result in a de-listing of its common stock.

The Company’s common stock is currently traded on the Nasdaq Stock Market (“Nasdaq”). On November 14, 2023, the Company was notified by Nasdaq that, because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). On May 15, 2024, since the Company did not regain compliance by May 13, 2024, the Company requested, and was granted, an additional 180 calendar days to regain compliance with the Bid Price Requirement expiring November 11, 2024.

On October 29, 2024, the Company completed a 1-for-15 reverse stock split of its issued and outstanding common stock. On November 12, 2024, the Company was notified by Nasdaq that it had regained compliance with the Minimum Bid Price Requirement. On January 17, 2025, Nasdaq announced the effectiveness of new listing rules that will complicate regaining compliance with the Bid Price Requirement by removing the stay period during an appeal of a delisting determination to a hearings panel and reducing the availability of further compliance periods for issuers that implement multiple reverse stock splits.

On May 20, 2025, the Company was notified by Nasdaq that, because it had not yet filed its Form 10-Q for the quarterly period ended March 31, 2025, it was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”). The Company had until July 21, 2025, to submit a plan to regain compliance with the Filing Requirement. On July 7, 2025, the Company received a notice from Nasdaq that it was not in compliance with the Minimum Bid Price Requirement and, due to the fact the Company effected a reverse stock split within the prior year, it was not eligible for an extended compliance period. The Company requested a hearing to appeal the delisting of its common stock. This hearing was held on August 19, 2025. At this hearing, the Company presented its plan to regain compliance with the Minimum Bid Price Requirement. Separately, on August 21, 2025, the Company received a notice from Nasdaq that it was not in compliance with the Filing Requirement because it had not yet filed its 10-Q for the quarterly period ended June 30, 2025.

On August 27, 2025, the Company received a notice from Nasdaq that Nasdaq had granted the Company’s request to continue its listing on Nasdaq subject to (i) the Company regaining compliance with the Filing Requirement by filing its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025 on or before September 30, 2025, and (ii) the Company demonstrating compliance with the Minimum Bid Price Requirement on or before October 30, 2025. On September 24, 2025, the Company filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, within the extension period granted by Nasdaq. On October 7, 2025, the Company was notified by Nasdaq that it had regained compliance with the Filing Requirement. On October 10, 2025, the Company effected a 1-for-10 reverse stock split, the effect of which allowed the Company to demonstrate compliance with the Bid Price rule within the extension period granted by Nasdaq. On November 11, 2025, the Company was notified by Nasdaq that it had regained compliance with the Minimum Bid Price Requirement.

On October 1, 2025, the Company received a written notice from Nasdaq indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Stockholders’ Equity Requirement”) and serves as an additional basis of delisting before the Nasdaq Hearings Panel (the “Panel”). In the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on September 24, 2025, the Company reported stockholders’ equity of approximately $1.637 million and, as a result, did not satisfy the Stockholders’ Equity Requirement. In this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, the Company reported stockholders’ equity of approximately $(1.701) million and, as a result, the Company continues to not satisfy the Stockholders’ Equity Requirement.

The notice provided that the Panel would consider the Stockholders’ Equity Requirement in its decision regarding the Company’s continued listing on The Nasdaq Capital Market and provided the Company the opportunity to present its views with respect to this deficiency in writing to the Panel no later than October 8, 2025. Accordingly, the Company presented a written plan of compliance to the Panel with respect to the Stockholders’ Equity Requirement before such deadline and updated that plan following the Company’s announcement of the Merger Agreement, the Series A Purchase Agreement and the Equity Facility. On December 18, 2025, the Panel granted the Company an extension until March 30, 2026 to regain compliance with the Stockholders’ Equity

Requirement. There can be no assurance that the Company will ultimately regain compliance with the Stockholders’ Equity Requirement. The Company’s failure to regain compliance with the Stockholders’ Equity Requirement or any future non-compliance with Nasdaq listing requirements could result in Nasdaq taking steps to delist the Company’s common stock. Such a delisting would likely have a negative effect on the price of the Company’s common stock and would impair shareholders’ ability to sell or purchase the Company’s common stock. Any perception that the Company may not regain compliance for future noncompliance or a delisting of the Company’s common stock by Nasdaq could adversely affect the Company’s ability to attract new investors, decrease the liquidity of the outstanding shares of its common stock, reduce the price at which such shares trade and increase the transaction costs inherent in trading such shares with overall negative effects for the Company’s stockholders.

Movano’s Certificate of Incorporation designates specific courts as the exclusive forum for certain litigation that may be initiated by its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with Movano.

Movano’s Third Amended and Restated Certificate of Incorporation specifies that, unless Movano consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for most legal actions involving claims brought against Movano by stockholders; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act, the rules and regulations thereunder or any other claim for which the federal courts have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Movano’s Certificate of Incorporation further provides that, unless Movano consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of Movano’s capital stock shall be deemed to have notice of and to have consented to the provisions of Movano’s Certificate of Incorporation described above.

Movano believes these provisions benefit it by providing increased consistency in the application of Delaware law by chancellors particularly experienced in resolving corporate disputes and in the application of the Securities Act by federal judges, as applicable, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, the provisions may have the effect of discouraging lawsuits against Movano’s directors, officers, employees and agents as it may limit any stockholder’s ability to bring a claim in a judicial forum that such stockholder finds favorable for disputes with Movano or its directors, officers, employees or agents. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against Movano, a court could find the choice of forum provisions contained in Movano’s Certificate of Incorporation to be inapplicable or unenforceable in such action. If a court were to find the choice of forum provisions contained in Movano’s Certificate of Incorporation to be inapplicable or unenforceable in an action, Movano may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect its business, financial condition or results of operations.

Movano has not paid dividends in the past and has no immediate plans to pay dividends.

Movano plans to reinvest all of its earnings, to the extent it has earnings, in order to further develop its technology and potential products and to cover operating costs. Movano does not plan to pay any cash dividends with respect to its securities in the foreseeable future. Movano may never generate sufficient surplus cash that would be available for distribution to the holders of its common stock as a dividend. Therefore, Movano’s shareholders should not expect to receive cash dividends on the common stock.

Concentration of ownership among Movano’s existing executive officers, directors and significant stockholders may prevent new investors from influencing significant corporate decisions.

All decisions with respect to the management of the Company will be made by Movano’s board of directors and its officers, who beneficially own approximately 10.0% of Movano’s common stock, as calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) In addition, Peter Appel and Leabman Holdings LLC beneficially own approximately 9.9% and 5.7%, respectively,

as calculated in accordance with Rule 13d-3 promulgated under the Exchange Act. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of Movano’s Certificate of Incorporation and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control of Movano or changes in management, in each case, which other stockholders might find favorable, and will make the approval of certain transactions difficult or impossible without the support of these significant stockholders.

Movano is an “emerging growth company” under the JOBS Act and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make its common stock less attractive to investors.

Movano is an “emerging growth company,” as defined in the JOBS Act, and it expects to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, (i) being required to present only two years of audited financial statements and related financial disclosure, (ii) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (iii) extended transition periods for complying with new or revised accounting standards, (iv) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and (v) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Movano has taken, and in the future may take, advantage of these exemptions until such time that it is no longer an “emerging growth company.” Movano cannot predict if investors will find its common stock less attractive because it relies on these exemptions. If some investors find Movano’s common stock less attractive as a result, there may be a less active trading market for its common stock and the price of its common stock may be more volatile.

Movano will remain an “emerging growth company” through December 31, 2026, although it will lose that status sooner if its annual revenues exceed $1.07 billion, if it issues more than $1 billion in non-convertible debt in a three-year period, or if the market value of its common stock that is held by non-affiliates exceeds $700 million as of June 30 in any year. If Movano remains an emerging growth company through December 31, 2026, it will have to consider any consequences that might apply from the change in status when it prepares the financial statements and related disclosures as of and for the year ended December 31, 2026.

Movano is incurring significant costs as a public company that reports to the SEC and its management is required to devote substantial time to meet compliance obligations.

As a public company listed in the United States, Movano incurs significant legal, accounting and other expenses that it did not incur as a private company. Movano is subject to reporting requirements of the Exchange Act and the Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and Nasdaq that impose significant requirements on public companies, including requiring the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. In addition, the Dodd-Frank Wall Street Reform and Protection Act includes significant corporate governance and executive compensation-related provisions that have and will continue to increase Movano’s legal and financial compliance costs, make some activities more difficult, time-consuming or costly and may also place undue strain on its personnel, systems and resources. Movano’s management and other personnel must devote a substantial amount of time to these compliance initiatives. In addition, these rules and regulations may make it more difficult and more expensive for Movano to obtain director and officer liability insurance, and Movano may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for Movano to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers.

If securities or industry analysts do not publish research reports about Movano’s business, or if they issue an adverse opinion about Movano’s business, the price of Movano’s common stock and trading volume could decline.

The trading market for Movano’s common stock will be influenced by the research and reports that industry or securities analysts publish about Movano or its business. Movano does not currently have and may never obtain research coverage by securities and industry analysts. If no or few analysts commence research coverage of Movano, or one or more of the analysts who cover Movano issues an adverse opinion about Movano’s company, the price of

its common stock would likely decline. If one or more of these analysts ceases research coverage of Movano or fails to regularly publish reports on Movano, it could lose visibility in the financial markets, which in turn could cause the price of its common stock or trading volume to decline.

Movano’s charter documents and Delaware law may inhibit a takeover that stockholders consider favorable.

Movano’s Certificate of Incorporation and bylaws and applicable provisions of Delaware law may delay or discourage transactions involving an actual or potential change in control or change in its management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that its stockholders might otherwise deem to be in their best interests. The provisions in Movano’s Certificate of Incorporation and bylaws:

•        authorize its board of directors to issue preferred stock without stockholder approval and to designate the rights, preferences and privileges of each class, if issued, such preferred stock would increase the number of outstanding shares of Movano’s common stock and could include terms that may deter an acquisition of the company;

•        classify its board of directors into three classes, with members of each class serving staggered three-year terms;

•        limit who may call stockholder meetings;

•        do not provide for cumulative voting rights;

•        provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

•        provide that stockholders must comply with advance notice procedures with respect to stockholder proposals and the nomination of candidates for director;

•        provide that stockholders may only amend Movano’s Certificate of Incorporation and Bylaws upon a supermajority vote of stockholders; and

•        provide that the Court of Chancery of the State of Delaware will be the exclusive forum for certain legal claims.

In addition, section 203 of the DGCL may limit Movano’s ability to engage in any business combination with a person who beneficially owns 15% or more of its outstanding voting stock unless certain conditions are satisfied. This restriction lasts for a period of three years following the share acquisition. These provisions may have the effect of entrenching Movano’s management team and may deprive its shareholders of the opportunity to sell shares to potential acquirers at a premium over prevailing prices. This potential inability to obtain a control premium could reduce the price of Movano’s common stock.

Risks related to Corvex

Risks Related to Corvex’s Business and Industry

Corvex’s recent growth may not be indicative of its future growth, and if it does not effectively manage its future growth, its business, operating results, financial condition, and prospects may be adversely affected.

Corvex was founded in October 2024, launched its platform in the first quarter of 2025 and generated revenue of $4.9 million for the nine months ended September 30, 2025. Investors should not rely on the revenue growth of any prior period as an indication of Corvex’s future performance. Even if Corvex’s revenue continues to increase, its revenue growth rate may decline in the future as a result of a variety of factors. Overall growth of Corvex’s revenue will depend on a number of factors, including but not limited to its ability to:

•        expand its AI infrastructure capacity;

•        manage increases in input and operating costs, including price increases for servers, GPUs, memory, storage, networking, cooling, data center space, and power;

•        anticipate and adapt to regulatory shifts that affect infrastructure expansion and operations, including federal, state, and local changes related to data center permitting, operation and zoning, energy usage caps, emissions or cooling requirements, and related compliance obligations that could delay or increase the cost of capacity additions;

•        compete with other companies in its industry, including those with greater financial, technical, marketing, sales, and other resources;

•        continue to develop new solutions and services and new functionality for its platform and successfully further optimize its existing infrastructure, solutions, and services;

•        retain existing customers and increase sales to existing customers, as well as attract new customers and grow its customer base;

•        successfully expand its business domestically and internationally;

•        generate sufficient cash flow from operations and raise additional capital, including through indebtedness, to support continued investments in its platform to maintain its technological leadership and the security of its platform;

•        strategically expand its direct sales force and leverage its existing sales capacity;

•        introduce and sell its solutions and services to new markets and verticals;

•        recruit, hire, train, and manage additional qualified personnel for its research and development activities;

•        maintain its existing, and enter into new, more cost-efficient, financing structures; and

•        successfully identify and acquire or invest in businesses, products, or technologies that it believes could complement or expand its platform.

In addition to the factors discussed above, Corvex’s revenue growth may also be impacted by industry-specific factors, particularly the continued development of AI (including advancements in AI technology that may lead to further compute efficiencies), the broader adoption, use, and commercialization of AI and any impacts of the developing AI regulatory environment.

As many of these factors are beyond Corvex’s control, it is difficult for it to accurately forecast its future operating results. If the assumptions that Corvex uses to plan its business are incorrect or change in reaction to changes in its market, it may be unable to maintain consistent revenue or revenue growth, the value of its stock could be volatile, and it may be difficult to achieve and, if achieved, maintain profitability. In addition, changes in the macroeconomic environment, including actual or perceived global banking and finance related issues, domestic and foreign regulatory uncertainty, changes in trade policies (including the imposition of tariffs, trade controls and other trade barriers), labor shortages, supply chain disruptions, volatile interest rates and inflation, spending environments, geopolitical instability, warfare and uncertainty, including the effects of the conflicts in the Middle East and Russia/Ukraine and tensions between China and Taiwan, weak economic conditions in certain regions, or a reduction in AI spending regardless of macroeconomic conditions may impact Corvex’s growth.

In addition, as Corvex has grown, its number of customers has also increased, and it has increasingly managed more complex deployments of its infrastructure in more complex computing environments. The rapid growth and expansion of Corvex’s business places a significant strain on its management, operational, engineering, and financial resources. To manage any future growth effectively, Corvex must continue to improve and expand its infrastructure, including information technology (“IT”) and financial infrastructure, its operating and administrative systems and controls, and its ability to manage headcount, capital, and processes in an efficient manner. If Corvex does not manage future growth effectively, its business, operating results, financial condition, and prospects would be harmed.

As an early-stage company, Corvex’s systems, controls, staffing, product capabilities, and other aspects of its operations will need to continue to evolve to support current demand and any future revenue growth. If Corvex continues to experience rapid growth, it may not be able to successfully implement or scale improvements to its systems, processes, and controls in an efficient, timely, or cost-effective manner. As Corvex grows, its existing

systems, processes, and controls may not prevent or detect all errors, omissions, or fraud. Any future growth will continue to add complexity to Corvex’s organization and require effective coordination throughout its organization. Failure to manage any future growth effectively could result in increased costs, cause difficulty or delays in deploying Corvex’s platform to new and existing customers, reduce demand for its platform, and cause difficulties in introducing new solutions and services or other operational difficulties, and any of these difficulties would adversely affect its business, operating results, financial condition, and prospects.

Corvex has a limited number of suppliers for significant components of the equipment it uses to build and operate its platform and provide its solutions and services. Any disruption in the availability of these components could delay Corvex’s ability to expand or increase the capacity of its infrastructure or replace defective equipment.

Corvex does not manufacture the components it uses to build the technology infrastructure underlying its platform. Corvex has a limited number of suppliers that it uses to procure and configure significant components of the technology infrastructure that it uses to operate its platform and provide its solutions and services to its customers. Additionally, for the nine months ended September 30, 2025, three suppliers accounted for 36%, 15%, and 4% of Corvex’s total purchases. Utilizing a limited number of suppliers of the components for Corvex’s technology infrastructure exposes it to risks, including:

•        asymmetry between component availability and contractual performance obligations, including where specified components are required;

•        exposure to volatility in the prices and availability of GPUs, RAM, and other hardware;

•        volatility in the price of power and leased or licensed data centers;

•        shifts in market-leading technologies away from those offered by its current suppliers that could impact its ability to offer its customers the solutions and services that they are seeking;

•        reduced control over production costs and constraints based on the then current availability, terms, and pricing of these components, including any delays in its supply chain (such as the recent delays associated with NVIDIA’s Blackwell GPUs);

•        limited ability to control aspects of the quality, performance, quantity, and cost of its infrastructure or of its components;

•        the potential for binding price or purchase commitments with its suppliers at higher than market rates;

•        reliance on its suppliers to keep up with technological advancements at the same pace as its business and customer demands, including their ability to continue to deliver next generation components that are substantially better than the prior generation;

•        consolidation among suppliers in its industry, which may harm its ability to negotiate favorable terms with its suppliers and their third-party suppliers;

•        labor and political unrest at facilities it does not operate or own;

•        geopolitical disputes disrupting its or any of its suppliers’ supply chains;

•        business, legal compliance, litigation, and financial concerns affecting its suppliers or their ability to manufacture and ship components in the quantities, quality, and manner Corvex requires;

•        impacts on its supply chain from adverse public health developments, including outbreaks of contagious diseases or pandemics; and

•        disruptions due to floods, earthquakes, storms, and other natural disasters, particularly in countries with limited infrastructure and disaster recovery resources, or regional conflicts.

Corvex’s technology infrastructure components suppliers fulfill its supply requirements on the basis of individual purchase orders. Corvex currently has no long-term contracts or arrangements with its suppliers that guarantee capacity or the continuation of any particular payment terms. Accordingly, Corvex’s suppliers are not obligated to continue to fulfill its supply requirements, and the prices it is charged for its products and, if applicable,

services could be increased on short notice. Any delay from Corvex’s suppliers may result in its inability to provide its infrastructure and platform to its customers on a timely basis and fulfill its contractual requirements under its customer contracts, and Corvex may be unable to obtain replacement parts or warranty service on the timelines required to meet its delivery schedules and service level commitments. Suppliers may also suspend, reduce, or discontinue sales, support, or prioritized allocations to Corvex if Corvex experiences adverse brand or reputational issues or any perceived compliance lapses (including with know-your-customer (“KYC”)/anti-money laundering (“AML”), sanctions, or related screening obligations) that cause Corvex to be viewed as a higher-risk counterparty, which could disrupt operations, extend lead times, increase costs, and impair Corvex’s ability to meet customer commitments. If Corvex is required to change suppliers, its ability to meet its obligations to its customers, including scheduled compute access, could be adversely affected and its solutions may not be as performant, which could cause the loss of sales from existing or potential customers, delayed revenue, or an increase in its costs, which could adversely affect its margins. The process to select and onboard alternate suppliers, including software vendors, may be lengthy, and transitioning suppliers could require installation or engineering work, retraining or other processes that may introduce downtime risk and incremental expense. Any production or shipping interruptions for any reason, such as a natural disaster, epidemics, pandemics, capacity shortages, quality problems, or strike or other labor disruption at one of Corvex’s supplier locations or at shipping ports or locations, could adversely affect sales of its solution and services offerings.

In addition, Corvex is continually working to expand and enhance its infrastructure features, technology, and network and other technologies to accommodate substantial increases in the computing power required by more compute-intensive workloads on its platform, the amount of data it hosts, and its overall number of total customers. Corvex may be unable to project accurately the rate or timing of these increases or to allocate resources successfully to address such increases and may underestimate the data center capacity needed to address such increases. Corvex’s limited number of suppliers, in turn, may not be able to quickly respond to its needs, which would have a negative impact on customer experience and contractual performance. In the future, Corvex may be required to allocate additional resources, including spending substantial amounts, to build, purchase, lease or license data centers and equipment and upgrade its technology and network infrastructure in order to handle increased customer usage, and its suppliers may not be able to satisfy such requirements. There is no assurance that Corvex will be able to enter into agreements to build, purchase, lease or license data centers and related equipment and infrastructure in a timely manner or on terms that are favorable to Corvex. If Corvex is not able to expand its data center capacity to meet the demands of its customers, its business, operating results, financial condition, and prospects may be adversely affected. In addition, Corvex’s network or its suppliers’ networks might be unable to achieve or maintain data transmission capacity high enough to effectively deliver its services. Corvex may also face constraints on its ability to deliver its platform, solutions, and services if there is limited power supply. Corvex’s failure, or its suppliers’ failure, to achieve or maintain high data transmission capacity and sufficient electrical services would impact its ability to meet customer needs and could significantly reduce consumer demand for its services. Such reduced demand and resulting loss of compute, cost increases, or failure to upgrade its equipment or adapt to new technologies would harm its business, operating results, financial condition, and prospects.

Moreover, Corvex’s suppliers themselves rely on a complex network of third-party suppliers for semiconductor manufacturing, hardware components, and other critical inputs, which introduces additional risks to its supply chain. For example, NVIDIA relies on suppliers such as Taiwan Semiconductor Manufacturing Company for semiconductor fabrication and other manufacturers for compute and networking components. Any disruption in the operations of these upstream suppliers, whether due to equipment failures, geopolitical factors such as the potential for military conflict between China and Taiwan, or supply chain constraints, could affect Corvex’s suppliers’ ability to supply the significant components of the equipment it uses to operate its platform and provide its solutions and services to its customers, which would, in turn, affect the availability of its solutions and services, as well as lead times.

In addition, to the extent any of Corvex’s suppliers’ businesses are impacted by business, legal compliance, litigation, and financial concerns, including regulatory scrutiny and export controls, its business, operating results, financial condition, and prospects may be adversely affected. For example, increasing use of tariffs, economic sanctions and export controls has impacted and may in the future impact the availability and cost of GPUs and other components of Corvex’s platform. Broad-based tariffs imposed on imported goods have increased the cost of, among other goods, semiconductors and GPUs imported into the United States. Escalation of tariffs or other trade restrictions applicable to semiconductors, server hardware, networking equipment, or power infrastructure could increase equipment costs, extend lead times, and reduce availability. Intensifying geopolitical tensions or conflict

affecting key technology manufacturing hubs, including potential disruptions impacting the Taiwan semiconductor ecosystem, could materially impair Corvex’s suppliers’ ability to deliver critical components on required schedules or at expected costs, which could adversely affect Corvex’s ability to meet customer demand and its operating results. Further, stringent export controls targeting semiconductor manufacturing equipment and other items related to advanced integrated circuits may increase the cost of such equipment or otherwise limit the supply chain. Additional export restrictions imposed on components of Corvex’s technologies may also provoke responses from foreign governments that negatively impact its supply chain, increase the costs for affected imported goods, or limit its ability to obtain additional hardware components, which would also substantially reduce its ability to provide or develop its platform, solutions, and services.

In the event of a supplier unavailability or discontinuation of services, component shortage, or supply interruption, Corvex may not be able to secure alternate sources in a timely manner. Securing alternate sources of supply for these components or services may be time-consuming, difficult, and costly and Corvex may not be able to source these components or services on terms that are acceptable to it, or at all, which may undermine its ability to fill its orders in a timely manner. Any interruption or delay in the supply of any of these components or services, or the inability to obtain these components or services from alternate sources at acceptable prices and within a reasonable amount of time, would harm Corvex’s ability to meet the demand of its customers, which in turn would have an adverse effect on its business, operating results, financial condition, and prospects.

Corvex’s business would be harmed if it were not able to access sufficient power or by increased costs to procure power, prolonged power outages, shortages, or capacity constraints.

Corvex depends on being able to secure power for its data center facilities, in a cost-effective manner. Corvex’s inability to secure sufficient power or any power outages, shortages, supply chain issues, capacity constraints, or significant increases in the cost of securing power could have an adverse effect on its business, operating results, financial condition, and prospects. There can be no assurance that we will be able to secure sufficient, cost-effective electrical power and suitable data center space on acceptable terms, or at all.

Corvex relies on third parties to provide a sufficient amount of power to maintain its leased or licensed data center facilities and meet the needs of its current and future customers. Corvex may experience insufficient power to operate its cloud service. Any limitation on the delivered energy supply would limit Corvex’s ability to operate its platform. These limitations would have a negative impact on a given data center or limit Corvex’s ability to grow its business which could negatively affect its business, operating results, financial condition, and prospects. Limitations on generation, transmission, and distribution may also limit its ability to obtain sufficient power capacity for potential expansion sites in new or existing markets. Power providers, other participants in the power market, and those entities that regulate it may impose onerous operating conditions to any approval or provision of power or Corvex may experience significant delays and substantial increased costs to provide the level of electrical service required by its current or future leased or licensed data centers, or any data centers it may choose to construct in the future. Corvex’s ability to find appropriate sites for expansion, including existing sites to lease or license, will also be limited by access to power.

Corvex’s data center facilities are affected by problems accessing electricity sources, such as planned or unplanned power outages and limitations on transmission or distribution of power. Unplanned power outages, including, but not limited to those relating to large storms, earthquakes, fires, tsunamis, cyberattacks, physical attacks on utility infrastructure, war, and any failures of electrical power grids more generally, and planned power outages by public utilities could harm Corvex’s customers and its business. Further, Corvex may not control access to building infrastructure such as generators or fuel tanks at any leased data center facilities As a result, in the event of a power outage, Corvex could be dependent upon the landlord, as well as the utility company, to restore the power. Even if Corvex attempts to limit its exposure to system downtime by using backup generators, which are in turn supported by onsite fuel storage and through contracts with fuel suppliers, these measures may not always prevent downtime or solve for long-term or large-scale outages. Any outage or supply disruption could adversely affect Corvex’s customer experience, as well as its business, operating results, financial condition, and prospects.

The global energy market is currently experiencing inflation and volatility pressures. Various macroeconomic and geopolitical factors are contributing to the instability and global power shortage, including the war in Russia/Ukraine, severe weather events, governmental regulations, government relations, and inflation. Corvex expects the cost for power to continue to be volatile and unpredictable and subject to inflationary pressures, which could materially affect its financial forecasting, business, operating results, financial condition, and prospects.

If Corvex’s data center providers fail to meet the requirements of its business, or if the data center facilities experience damage, interruption, or a security breach, its ability to provide access to its infrastructure and maintain the performance of its network could be negatively impacted.

Corvex leases space in or otherwise license use of third-party data centers located in the United States. Corvex’s business is reliant on these data center facilities. Given that Corvex leases or licenses use of this data center space, it does not control the operation of these third-party facilities. Consequently, Corvex could be subject to service disruptions as well as failures to provide adequate support for reasons that are outside of its direct control. Corvex’s data center facilities and network infrastructure are vulnerable to damage or interruption from a variety of sources including earthquakes, floods, fires, power loss, system failures, computer and other cybersecurity vulnerabilities, physical or electronic break-ins, human error, malfeasance or interference, including by employees, former employees, or contractors, as well as terrorist acts and other catastrophic events. Corvex and the data center facilities it leases space in or license use of have experienced, and may in the future experience, disruptions, outages, and other performance problems due to a variety of factors, including availability or sufficiency of power, infrastructure changes, and capacity constraints, occasionally due to an overwhelming number of customers accessing its infrastructure simultaneously. Corvex’s third-party data centers and network infrastructure may also be subject to cybersecurity attacks, including supply chain attacks, due to the actions of outside parties or human error, malfeasance, insider threats, system errors or vulnerabilities, insufficient cybersecurity controls, a combination of these, or otherwise, which may cause service outages and otherwise impact its ability to provide its solutions and services. Corvex likewise depends on software and hardware performing in accordance with manufacturers’ and vendors’ specifications; however, warranties, support and updates or patches may be insufficient, unavailable or delayed. While Corvex takes steps to review the security measures of its third-party data centers, it cannot ensure that the measures in place will be sufficient to prevent a cybersecurity attack or to protect the continued operation of its platform in the event of a cybersecurity attack, and any impact to its solutions and services may also impact its business, operating results, financial condition, and prospects. Data center facilities housing Corvex’s network infrastructure may also be subject to local administrative actions, changes to legal or permitting requirements, labor disputes, litigation to stop, limit, or delay operations, and other legal challenges, including local government agencies seeking to gain access to customer accounts for law enforcement or other reasons. In addition, while Corvex has entered into various agreements for the lease of data center space, equipment, maintenance, and other services, those third parties could fail to deliver on their contractual obligations under those agreements, including agreements to provide certain data, equipment, and utilities information required to run its business. Furthermore, Corvex may require the data centers it leases to have certain highly specific attributes in order to effectively run its business. For example, Corvex’s data centers may also require networking equipment, high-speed interconnects, enhanced access to power, and liquid cooling infrastructure. In some cases, these third-party data centers are required to undergo extensive retrofitting and improvement efforts, including to incorporate novel developments in Corvex’s industry, which are time consuming, expensive, and less efficient than if it were to lease from spaces already designed for its operations, and which may not ultimately be successful in meeting all of its requirements.

If third parties fail to successfully deliver on such performance requirements, Corvex’s ability to maintain the performance of its network would be negatively impacted. Similarly, failures, defects, or delays in Corvex’s own software or in open-source or commercially licensed software it uses can impair availability, functionality, or security and could result in service credits, liquidated damages, or termination rights under its customer contracts.

Other factors, many of which are beyond Corvex’s control, that can affect the delivery, performance, and availability of its platform include:

•        the development, maintenance, and functioning of the infrastructure of the internet as a whole;

•        the performance and availability of third-party telecommunications services with the necessary speed, data capacity, and security for providing reliable internet access and services;

•        the success or failure of its redundancy systems;

•        the success or failure of its disaster recovery and business continuity plans;

•        decisions by the owners and operators of the data center facilities where its infrastructure is installed or by global telecommunications service provider partners who provide it with network bandwidth to terminate its contracts, discontinue services to it, shut down operations or facilities, increase prices, change service levels, limit bandwidth, declare bankruptcy, breach their contracts with it, or prioritize the traffic of other parties;

•        its ability to enter into data center agreements and leases according to its business needs and on terms and with counterparties acceptable to it; and

•        changing sentiment by government regulators relating to data center development, including in response to public concerns regarding environmental impact and development, which may result in restrictive government regulation or otherwise impact the future construction of additional data centers.

If Corvex does not accurately anticipate the data center capacity required by its customers, including if they use less or more of its infrastructure than expected, it would incur additional costs due to leasing more capacity than is used and paid for by its customers or, alternatively, in seeking additional data center capacity to fulfill unexpected demand on terms that may not be economically reasonable or acceptable to it, if it is able to lease additional capacity at all. Corvex may also need to seek additional data center capacity in the event any leases with third parties are terminated or not renewed, which it may be unable to do on reasonable terms or at all. Moreover, to the extent Corvex builds or otherwise secures additional capacity (including through owned or build-to-suit data centers) and customer demand is insufficient to utilize such capacity at anticipated levels, Corvex may not realize expected returns on these investments, and its business, operating results, financial condition, and prospects would be adversely affected.

The occurrence of any of these factors, or Corvex’s inability to efficiently and cost-effectively fix such errors or other problems that may be identified, could damage its reputation, negatively impact its relationship with its customers, or otherwise materially harm its business, operating results, financial condition, and prospects.

In the future, Corvex may develop its own data centers, rather than relying on third parties and, because of its limited experience in this area, it could experience unforeseen difficulties. For example, any potential expansion of Corvex’s data center infrastructure would be complex, and unanticipated delays in the completion of those projects or availability of components may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of its platform. In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may only become evident after Corvex has started to fully utilize the underlying equipment, that could further degrade its platform or increase its costs. Construction and delivery of new or expanded facilities also present additional risks, including project delays; unexpected budget changes and cost overruns; increased prices for, or shortages of, building supplies, raw materials, and data center equipment; labor availability issues, including as a result of unionization, labor negotiations or labor disputes, or work stoppages among contractors and subcontractors; environmental issues and geologic conditions; and delays or conditions imposed in connection with permits and other approvals from public agencies, utilities, or other organizations. Prices for key inputs required for new builds and expansions — including data center space, construction labor and materials, electrical and cooling infrastructure, networking, and GPUs — may be volatile and may increase materially between project underwriting and delivery, which could delay projects, increase capital intensity, compress returns, or render certain builds uneconomic. Any of these issues could delay readiness, increase capital intensity, limit capacity additions, or impair expected performance.

A substantial portion of Corvex’s revenue is driven by a limited number of its customers, and the loss of, or a significant reduction in, spend from one or a few of its top customers would adversely affect its business, operating results, financial condition, and prospects.

A substantial portion of Corvex’s revenue is driven by a limited number of customers.

For the nine months ended September 30, 2025, four customers accounted for approximately 39%, 23%, 23%, and 10%, respectively, of Corvex’s unaudited revenue. None of Corvex’s other customers represented 10% or more of its revenue for the nine months ended September 30, 2025. Any negative changes in demand from Corvex’s top customers, in its top customers’ ability or willingness to perform under their contracts with Corvex or in Corvex’s broader strategic relationship with its top customers would adversely affect its business, operating results, financial condition, and prospects. In addition to risks associated with customers discontinuing use of its solutions, Corvex faces risks that customers may fail to continue usage following renewal events, or even during the term of a lease. Corvex offers varying lease lengths and therefore faces renewal timing risk and credit-quality risk from its counterparties. Where contractual offtake periods are shorter than associated lease obligations, Corvex bears the risk that renewal will occur at lower prices or not at all, requiring rapid replacement of non-performing or non-renewing customers and potentially resulting in periods of under-utilized capacity and lower cash flows. Additionally, Corvex may experience contractual non-performance by certain customers, which may result in losses.

Corvex anticipates that it will continue to derive a significant portion of its revenue from a limited number of customers for the foreseeable future, and in some cases, the portion of its revenue attributable to certain customers may increase in the future. The composition of Corvex’s customer base, including its top customers, may fluctuate from period to period given that its customer composition has evolved and is expected to continue to evolve significantly as its business continues to evolve and scale and as the use cases for AI continue to develop. However, Corvex may not be able to maintain or increase revenue from its top customers for a variety of reasons, including the following:

•        customers may develop their own infrastructure that may compete with its services;

•        some of its customers may redesign their systems to require fewer of its services with limited notice to it and may choose not to renew or increase their purchases of its platform, solutions, and services; and

•        its customers may have pre-existing or concurrent relationships with, or may be, current or potential competitors that may affect such customers’ decisions to purchase its platform, solutions, and services.

Customer relationships often require Corvex to continually improve its platform, which may involve significant technological and design challenges, and its customers may place considerable pressure on it to meet tight development and capacity availability schedules. Accordingly, Corvex may have to devote a substantial amount of its resources to its strategic relationships, which could detract from or delay its completion of other important development projects. Delays in making capacity or AI infrastructure available and performing to contractual specifications could impair Corvex’s relationships with its customers and negatively impact forecasted sales of the services under development. Customer dissatisfaction with Corvex’s products and services may materially and adversely affect its business, and a failure to continuously improve its solutions may render its technology obsolete.

If Corvex fails to efficiently enhance its platform and develop and sell new solutions and services and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements, or preferences, its platform may become less competitive.

The market in which Corvex competes is relatively new and subject to rapid technological change, evolving industry standards and regulatory changes, as well as changing customer needs, requirements, and preferences. The success of Corvex’s business will depend, in part, on its ability to, predict, adapt, and respond effectively to these changes on a timely basis. If Corvex is unable to develop and sell new solutions and services that satisfy and are adopted by new and existing customers and provide enhancements, new features, and capabilities to its infrastructure that keep pace with rapid technological and industry change, its business, operating results, financial condition, and prospects could be adversely affected. Further, prospective or existing customers may influence Corvex’s product roadmap by requiring features optimal for their particular use case. If Corvex is unable to adapt to meet customers’ requirements, they may use competitive offerings or internal solutions that eliminate reliance on third-party providers, and its business, operating results, financial condition, and prospects could be adversely affected. Moreover, prioritizing development of such features may require significant engineering resources and may not be compatible with the requirements of other customers, which could impact overall adoption of Corvex’s platform. If new technologies emerge that limit or eliminate reliance on AI cloud platform providers like Corvex, or that enable its competitors to deliver competitive services at lower prices, more efficiently, more conveniently, or more securely, such technologies could adversely impact its ability to compete. If Corvex’s solutions do not allow it or its customers to comply with the latest regulatory requirements, sales of its platform, solutions, and services to existing customers may decrease and new customers will be less likely to adopt its platform.

Corvex’s future growth is dependent upon its ability to continue to meet the needs of new customers and the expanding needs of its existing customers as their use of its platform, solutions, and services grows. As sales of its platform grow, Corvex will need to devote additional resources to expanding, improving, and maintaining its infrastructure and integrating with third-party applications. In addition, Corvex will need to appropriately scale its internal business systems and its services organization, including customer support, to serve its growing customer base, and to improve its IT and financial infrastructure, operating and administrative systems, and its ability to effectively manage headcount, capital and processes, including by reducing costs and inefficiencies. Any failure of, or delay in, these efforts could result in impaired system performance and reduced customer satisfaction, which would negatively impact Corvex’s revenue growth and its reputation and could cause existing customers to reduce or terminate use of its platform. Corvex may not be successful in developing or implementing these technologies. In addition, it takes a significant amount of time to plan, develop and test improvements to Corvex’s technologies and

infrastructure, and it may not be able to accurately forecast demand or predict the results it will realize from such improvements. In some circumstances, Corvex may also determine to scale its technology through the acquisition of complementary businesses and technologies rather than through internal development, which may divert management’s time and resources. To the extent that Corvex does not effectively scale its operations to meet the needs of its growing customer base and to maintain performance as its customers expand their use of its services, Corvex will not be able to grow as quickly as it anticipates, its customers may reduce or terminate use of its platform and it will be unable to compete as effectively and its business, operating results, financial condition, and prospects will be adversely affected.

Corvex continually works to upgrade and enhance its platform, solutions, and services in response to customer demand and to keep up with technological changes. Part of this process entails cycling out outdated components of Corvex’s infrastructure and replacing them with the latest technology available. This requires Corvex to make certain estimates with respect to the useful life of the components of its infrastructure and to maximize the value of the components of its infrastructure, including its GPUs, to the fullest extent possible. Corvex cannot guarantee that its estimates will be accurate or that its attempts at maximizing value will be successful. Any changes to the significant assumptions underlying Corvex’s estimates or to the estimates of its components’ useful lives, or any inability to redeploy components of its existing infrastructure to extend past their contracted life could significantly affect its business, operating results, financial condition, and prospects.

Corvex’s platform must also integrate with a variety of network, hardware, storage, and software technologies, and it needs to continuously modify and enhance the capabilities of its platform to adapt to changes and innovation in these technologies. If Corvex’s customers widely adopt new technologies, it may need to redesign parts of its platform to work with those new technologies. These development efforts may require significant engineering, marketing, and sales resources, all of which would affect Corvex’s business, operating results, financial condition, and prospects. Any failure of Corvex’s infrastructure’s capabilities to operate effectively with future technologies and software platforms could reduce the demand for its platform. If Corvex is unable to respond to these changes in a cost-effective manner, its platform may become less marketable and less competitive or obsolete, and its business may be harmed.

In addition, Corvex must also continue to effectively manage its capital expenditures by maintaining and expanding its data center capacity, servers and equipment, grow in geographies where it currently has limited or no presence, and ensure that the performance, features, and reliability of its services and its customer service remain competitive in a rapidly changing technological environment. Depreciation of our infrastructure assets may occur faster or slower than currently estimated as a result of technological change, configuration mismatches, or changes in utilization, which could materially affect reported results, cash flows, and covenant calculations and may necessitate earlier-than-planned replacements or write-downs. Corvex’s returns on capital expenditures are uncertain and may be reduced or may be negative due to factors such as changes in equipment pricing over time, higher than expected cost of capital, under-utilization or excess capacity, configuration mismatches with customer demand, renewal pricing pressure, customer credit deterioration, and liquidated damages or service credits for failure to meet SLAs, any of which can lower cash flows and impair project economics. If Corvex fails to manage its growth, the quality of its platform may suffer, which could negatively affect its brand and reputation and harm its ability to retain and attract customers and employees, and it may fail to achieve anticipated returns on its investments.

The broader adoption, use, and commercialization of AI technology, and the continued rapid pace of developments in the AI field, are inherently uncertain. Failure by Corvex’s customers to continue to use its platform to support AI use cases in their systems, or its ability to keep up with evolving AI technology requirements and regulatory frameworks, could have a material adverse effect on its business, operating results, financial condition, and prospects.

As part of its growth strategy, Corvex seeks to attract and acquire customers requiring high-performance computing, such as AI, machine learning, and automated decision-making technologies, including proprietary AI algorithms and models (collectively, “AI Technologies”).

AI has been developing at a rapid pace, and continues to evolve and change. As demand continues for AI services, AI providers, including Corvex’s customers, have sought increased compute capacity to enable advancements in their AI models and service the demands of end users. Corvex cannot predict whether additional computing power will continue to be required to develop larger, more powerful AI models, or if the practical limits

of AI technology will plateau in the future regardless of available compute capacity. Further, there have been recent advancements in AI technology, including open-source AI models, that may lead to compute and other efficiencies that may impact the demand for AI services, including Corvex’s platform, solutions, and services, which may adversely impact its revenue and profitability. In the event that existing scaling laws do not continue to apply as they have in the past, demand by Corvex’s customers for compute resources, including its solutions and services, may not continue to increase over time, or may decrease if overall demand for AI is impacted by a lack of further technological development. If Corvex is unable to keep up with the changing AI landscape or in developing services to meet its customers’ evolving AI needs, or if the AI landscape does not develop to the extent it or its customers expect, its business, operating results, financial condition, and prospects may be adversely impacted.

Additionally, Corvex may incur significant costs and experience significant delays in developing new solutions and services or enhancing its current platform to adapt to the changing AI landscape, and may not achieve a return on investment or capitalize on the opportunities presented by demand for AI solutions. Moreover, while AI adoption is likely to continue and may accelerate, the long-term trajectory of this technological trend is uncertain. Further, market acceptance, understanding, and valuation of solutions and services that incorporate AI Technologies are uncertain and the perceived value of AI Technologies used and/or provided by its customers could be inaccurate. If AI is not broadly adopted by enterprises to the extent Corvex expects, or if new use cases do not arise, then its opportunity may be smaller than it expects. Further, if the consumer perception and perceived value of AI Technologies is inaccurate this could have a material adverse effect on Corvex’s customers, which in turn could have a material adverse effect on its business, operating results, financial condition, and prospects.

Concerns relating to the responsible use by Corvex’s customers of new and evolving technologies, such as AI, which are supported by its platform, may result in collateral reputational harm to it. AI may pose emerging ethical issues and if Corvex’s platform enables customer solutions that draw controversy due to their perceived or actual impact on society, it may experience brand or reputational harm, competitive harm, or legal liability.

Furthermore, the rapid pace of innovation in the field of AI has led to developing and evolving regulatory frameworks globally, which are expected to become increasingly complex as AI continues to evolve. Regulators and lawmakers around the world have started proposing and adopting, or are currently considering, regulations and guidance specifically on the use of AI. Regulations related to AI Technologies have been introduced in the United States at the federal level and are also enacted and advancing at the state level. Additional regulations may impact Corvex’s customers’ ability to develop, use and commercialize AI Technologies, which would impact demand for its platform, solutions, and services and may affect its business, operating results, financial condition, and prospects.

AI and related industries, including cloud services, are under increasing scrutiny from regulators due to their concerns about market concentration, anti-competitive practices, and the pace of partnerships and acquisitions involving generative AI startups. As the industry continues to grow, transactions and business conduct will likely continue to draw scrutiny from regulators. Corvex’s customers may become subject to further AI regulations, including any restrictions on the total consumption of compute technology, which could cause a delay or impediment to the commercialization of AI technology and could lead to a decrease in demand for its customers’ AI infrastructure, and may adversely affect its business, operating results, financial condition, and prospects.

Corvex’s operations require substantial capital expenditures, and it will require additional capital to fund its business and support its growth, and any inability to generate or obtain such capital on acceptable terms, if at all, or to lower its total cost of capital, may adversely affect its business, operating results, financial condition, and prospects.

Corvex requires substantial capital expenditures to support its growth and respond to business challenges. Corvex has made significant financial investments in its business, and it intends to continue to make such investments in the future, including expenditures to procure components for, maintain, upgrade, and enhance its platform, including costs related to obtaining third-party chips and leasing and maintaining, enhancing, and expanding its data centers. The pricing of GPUs, servers, networking, cooling, and other critical equipment can be volatile and subject to rapid technological change; next-generation product launches, supply/demand imbalances, or shifts in customer preferences can reduce the market value of existing configurations and increase the cost of required upgrades or replacements, all of which may adversely affect expected returns on prior capital expenditures. While Corvex has historically been able to fund capital expenditures from cash generated from operations, equity

and debt financings, factors outside of its control, including those described in this “Risk Factors” section, could materially reduce the cash available from operations, impede its ability to raise additional capital, or significantly increase its capital expenditure requirements, which may result in its inability to fund the necessary level of capital expenditures to maintain and expand its operations. In addition, the useful life and commercial relevance of certain assets may be shorter than the term of related indebtedness or leases, creating asset-liability duration mismatches. For example, Corvex may be party to a three-year lease on B200 GPUs with offtake commitments of less than three years, or a 10-year data center lease supported by only 3- to 5-year customer offtakes. For example, certain current facilities include data center space leased on three-year terms while a meaningful portion of corresponding customer contracts in those locations are shorter than one year, and financing leases associated with equipment may also have three-year terms; combined with input price volatility and uncertainty in depreciation and useful life, these duration mismatches could increase under-utilization risk, reduce or delay cash flows, necessitate re-marketing at lower prices, and pressure liquidity and covenant compliance. If Corvex cannot renew customer contracts on acceptable terms or replace expiring customer commitments at comparable or higher pricing, it may face excess or under-utilized capacity while continuing to service associated obligations. There can also be no assurance that depreciation of our assets will occur on the timelines originally anticipated, and asset-liability duration mismatches could be exacerbated or caused by changes to treatment of depreciation in applicable tax codes or by unexpected variance in the useful life of our assets. Changes in state and local tax regimes (including property and sales/use taxes), incentives, abatements, assessments, and valuations, which vary by jurisdiction and over time, could increase Corvex’s effective tax burden on projects, thereby materially affecting site selection and projected returns on capital. The above factors could adversely affect Corvex’s business, operating results, financial condition, and prospects.

Additional financing may not be available on terms favorable to Corvex, if at all. If adequate financing is not available on acceptable terms, Corvex may be unable to invest in future growth opportunities, which could harm its business, operating results, financial condition, and prospects. If Corvex raises additional funds through equity or convertible debt issuances, its existing stockholders may suffer significant dilution and these securities could have rights, preferences, and privileges that are superior to those of holders of its common stock. If Corvex obtains additional funds through debt financing, it may not be able to obtain such financing on terms favorable to it. In addition, any debt agreements that Corvex may enter into may impose significant operating and financial restrictions on its business, which may prevent it from taking advantage of new business opportunities and requiring it to maintain compliance with certain restrictive or financial covenants. Corvex’s weighted average cost of capital may increase due to interest rate volatility, lender or rating considerations, or adverse market conditions, which could reduce or delay capital deployment and negatively impact project economics. Refinancing risk may arise if market conditions tighten when existing indebtedness matures or requires repricing. Corvex is exposed to floating-rate obligations, including leases and other financing arrangements that reference SOFR or similar benchmarks, and may incur additional floating-rate indebtedness in the future; increases in benchmark rates, credit spreads, or its cost of debt would increase interest and lease expense, reduce project-level cash flows and returns, and could impair its ability to cost-effectively compete against providers with superior credit ratings or fixed-rate capital structures.

Further, the current global macroeconomic environment could make it more difficult to raise additional capital on favorable terms, if at all. Such terms may involve restrictive covenants making it difficult to engage in capital raising activities and pursue business opportunities, including potential acquisitions. The trading prices of recently-public companies have been highly volatile as a result of multiple factors including, the conflicts in the Middle East and Russia/Ukraine and tensions between China and Taiwan, inflation, interest rate volatility, domestic and foreign regulatory uncertainty, changes in trade policies, including the imposition of tariffs, trade controls and other trade barriers, actual or perceived instability in the banking system, and market downturns, which may reduce its ability to access capital on favorable terms or at all. In addition, a recession, depression, or other sustained adverse market event could adversely affect Corvex’s business and the value of its common stock. If Corvex is unable to obtain adequate financing or financing on terms satisfactory to it when it requires, its ability to continue to support its business growth and to respond to business challenges could be significantly impaired and its business may be adversely affected, requiring it to delay, reduce, or eliminate some or all of its operations. Even if Corvex is able to raise such capital, it cannot guarantee that it will deploy it in such a fashion that allows it to achieve better operating results or grow its business.

While Corvex expects its cost of capital to continue declining as it benefits from economies of scale and access new forms of financing, its ability to lower its cost of capital depends upon a number of factors, many of which are beyond its control, including broader macroeconomic conditions. If Corvex is unable to continue lowering its cost of capital, its ability to effectively compete, especially with larger competitors that have greater financial

and other resources, as well as its operating results, financial condition, and business, may be adversely impacted. Additionally, Corvex’s ability to achieve expected returns on capital expenditures depends on operating performance. Failures to achieve uptime, response or resolution times, or other SLAs may result in liquidated damages, service credits or termination rights, any of which could reduce project-level cash flows and adversely affect returns. Additionally, if we fail to meet SLAs, in addition to asserting termination rights or liquidated damages, affected customers may delay or withhold payment, which could reduce cash flows needed to fund operations. Configuration choices that do not align with evolving customer demand may negatively impact renewal pricing or require additional capital expenditures for reconfiguration.

Certain of Corvex’s lease agreements require a pledge of its property and equipment as collateral, which may result in the lessors taking possession of such collateral in the event of a payment default.

Corvex’s obligations under a lease associated with its B200 services are collateralized by its property and equipment, including several H200 servers and B200 servers that are the subject of the lease. If Corvex defaults on its lease payments and are unable to cure such default within the prescribed period or are not granted waivers in relation to such default, the lessor has the right to take possession of such assets and collaterize on such indebtedness. If Corvex is unable to pay its lease obligations as they come due, collateral enforcement could materially harm Corvex’s operations and financial condition.

Corvex’s operating results may fluctuate significantly, which could make its future results difficult to predict and could cause its operating results to fall below expectations.

Corvex has a limited operating history, and its operating results are subject to significant variations from period to period, and it expects that its operating results will continue to vary significantly in the future such that period-to-period comparisons of its operating results may not be meaningful. In addition, in future periods, Corvex may experience fluctuations in remaining performance obligations, given the nature of its committed contract business, the size of those contracts, and period-to-period variation in new business signed and revenue recognized from existing contracts. This could adversely affect Corvex’s business, operating results, financial condition, and prospects. Accordingly, Corvex’s financial results in any one quarter should not be relied upon as indicative of future performance. Fluctuations in quarterly results may negatively impact the trading price of Corvex’s common stock. Corvex’s quarterly financial results may fluctuate as a result of a number of factors, many of which are outside of its control and may be difficult to predict, including, without limitation:

•        the amount and timing of operating costs and capital expenditures related to the expansion of its business;

•        any power outages, shortages, supply chain issues, capacity constraints, or significant increases in the cost of securing power;

•        general global macroeconomic and political conditions, both domestically and in its foreign markets that could impact some or all regions where it operates, including global economic slowdowns, domestic and foreign regulatory uncertainty, changes in trade policies, including the imposition of tariffs, trade controls and other trade barriers, actual or perceived global banking and finance related issues, increased risk of inflation, potential uncertainty with respect to the federal debt ceiling and budget and potential government shutdowns related thereto, interest rate volatility, supply chain disruptions, labor shortages, increases in energy costs and potential global recession;

•        the impact of natural or man-made global events on its business, including wars and other armed conflict, such as the conflicts in the Middle East and Russia/Ukraine and tensions between China and Taiwan;

•        changes in its legal or regulatory environment, including developments in regulations relating to AI and machine learning;

•        its ability to attract new and retain existing customers, increase sales of its platform, or sell additional solutions and services to existing customers;

•        the budgeting cycles, seasonal buying patterns, and purchasing practices of customers;

•        the timing and length of its sales cycles;

•        changes in customer requirements or market needs;

•        changes in the growth rate of the cloud infrastructure market generally;

•        the timing and success of new solution and service introductions by it or its competitors or any other competitive developments, including consolidation among its customers or competitors;

•        any disruption in its strategic relationships;

•        its ability to successfully expand its business domestically and internationally;

•        equity or debt financings and the capital markets environment, including interest rate changes;

•        its ability to reduce its cost of capital over time;

•        decisions by organizations to purchase specialized AI cloud infrastructure from larger, more established vendors;

•        its ability to successfully and timely deliver its solutions and services to customers under its committed contracts, including due to data center lead times;

•        its ability to successfully and timely deploy launches of additional data centers;

•        the timing and success of the integration of new infrastructure, including new GPU generations, into its platform;

•        changes in its pricing policies or those of its competitors;

•        insolvency or credit difficulties confronting its customers, including bankruptcy or liquidation, due to individual, macroeconomic, and regulatory factors, including those specifically impacting early-stage AI ventures, affecting their ability to purchase or pay for its platform;

•        significant security breaches of, technical difficulties with, or interruptions to, the use of its platform or other cybersecurity incidents;

•        extraordinary expenses such as litigation or other dispute-related settlement payments or outcomes, taxes, regulatory fines or penalties;

•        the timing of revenue recognition and revenue deferrals;

•        future accounting pronouncements or changes in its accounting policies or practices;

•        negative media coverage or publicity; and

•        increases or decreases in its expenses caused by fluctuations in foreign currency exchange rates.

Any of the above factors, individually or in the aggregate, could result in significant fluctuations in its financial condition, cash flows, and other operating results from period to period.

Corvex faces intense competition and could lose market share to its competitors, which would adversely affect its business, operating results, financial condition, and prospects.

The market for AI cloud infrastructure and software is intensely competitive and is rapidly evolving, characterized by changes in technology, customer requirements, industry standards, regulatory developments, and frequent introductions of new or improved solutions and services. Key competitors that offer general purpose cloud computing as part of a broader, diversified product portfolio include Amazon (AWS), Google (Google Cloud Platform), IBM, Microsoft (Azure), and Oracle, a number of which are also its current customers. Corvex also competes with smaller cloud service providers focused on AI. Corvex expects to continue to face intense competition from current competitors, including as its competitors complete strategic acquisitions or form cooperative relationships and/or customer requirements evolve, as well as from new entrants into the market. In addition, as Corvex transitions from shorter to longer-term contracts and manages a variety of contract durations

across its portfolio, renewal pricing volatility may increase, including where competitors engage in aggressive or uneconomic pricing behavior at renewal that Corvex may be unable or unwilling to match. If Corvex is unable to anticipate or react to these challenges, its competitive position could weaken, and it would experience a decline in revenue or reduced revenue growth, and loss of market share that could adversely affect its business, operating results, financial condition, and prospects.

Corvex does not control market prices for GPU-as-a-Service or the fair market value of the server types Corvex owns or offers. GPU-as-a-Service pricing and demand can be volatile and are influenced by factors outside Corvex’s control, including competitor behavior, macroeconomic conditions, and changes in AI spending. Residual values for Corvex’s servers will likely decline over time; the timing and magnitude of such declines are uncertain and may be affected by rapid technological evolution.

Corvex’s ability to compete effectively depends upon numerous factors, many of which are beyond its control, including, but not limited to:

•        changes in customer or market needs, requirements, and preferences and its ability to fulfill those needs, requirements, and preferences;

•        its ability to expand and augment its platform, including through infrastructure and new technologies, or increase sales of its platform;

•        any power outages, shortages, supply chain issues, capacity constraints, or significant increases in the cost of securing power;

•        its ability to attract, train, retain, and motivate talented employees;

•        its ability to retain existing customers and increase sales to existing customers, as well as attract and retain new customers;

•        the budgeting cycles, buying patterns, and purchasing practices of its customers, including any slowdown in technology spending due to U.S. and general global macroeconomic conditions;

•        price competition;

•        stagnation in the adoption rate or changes in the growth rate of AI and AI cloud infrastructure sectors, including due to emerging AI technologies, which may lead to further compute efficiencies;

•        the timing and success of new solution and service introductions by it or its competitors, including new competing technologies that may displace cloud infrastructure, or any other change in the competitive landscape of its industry, including consolidation among its competitors or customers and strategic partnerships entered into by and between its competitors;

•        changes in its mix of solution and services sold, including changes in the average contracted usage of its platform;

•        its ability to successfully and continuously expand its business domestically and internationally;

•        its ability to secure necessary funding;

•        deferral of orders from customers in anticipation of new or enhanced solutions and services announced by it or its competitors;

•        significant security breaches or, technical difficulties with, or interruptions to the use of its platform, including data security;

•        the timing and costs related to the development or acquisition of technologies or businesses or entry into strategic partnerships;

•        its ability to execute, complete, or efficiently integrate any acquisitions that it may undertake;

•        increased expenses, unforeseen liabilities, or write-downs and any impact on its operating results from any acquisitions it consummates;

•        its ability to increase the size and productivity of its sales teams;

•        decisions by potential customers to purchase cloud infrastructure and associated services from larger, more established technology companies; insolvency or credit difficulties confronting its customers, which could increase due to U.S. and global macroeconomic issues and which would adversely affect its customers’ ability to purchase or pay for its platform in a timely manner or at all;

•        the cost and potential outcomes of litigation, regulatory investigations or actions, or other proceedings, which could have a material adverse effect on its business;

•        future accounting pronouncements or changes in its accounting policies;

•        increases or decreases in its expenses caused by fluctuations in foreign currency exchange rates;

•        its ability to comply with applicable domestic and international regulations and laws and to obtain the necessary licenses to conduct its business;

•        general global macroeconomic and political conditions, both domestically and in its foreign markets that could impact some or all regions where it operates, including global economic slowdowns, domestic and foreign regulatory uncertainty, changes in trade policies, including the imposition of tariffs. trade controls and other trade barriers, actual or perceived global banking and finance related issues, increased risk of inflation, potential uncertainty with respect to the federal debt ceiling and budget and potential government shutdowns related thereto, interest rate volatility, supply chain disruptions, labor shortages, and potential global recession;

•        the impact of natural or man-made global events on its business, including outbreaks of contagious diseases or pandemics and wars and other armed conflicts, such as the conflicts in the Middle East and Russia/Ukraine and the tensions between China and Taiwan; and

•        its ability to attract creditworthy customers and manage counterparty credit risk, particularly in the event of a cyclical decrease in the demand for AI and compute infrastructure.

Many of its competitors have greater financial, technical, marketing, sales, and other resources, greater name recognition, longer operating histories, and a larger base of customers than Corvex does. Corvex’s competitors may be able to devote greater resources to the development, promotion, and sale of their solutions and services than it can, and they may offer lower pricing than it does or bundle certain competing solutions and services at lower prices. Corvex’s competitors may also have greater resources for research and development of new technologies, customer support, and to pursue acquisitions, and they have other financial, technical, or other resource advantages. Corvex’s larger competitors have substantially broader and more diverse solution and service offerings and more mature distribution and go-to-market strategies, which allows them to leverage their existing customer relationships and any distributor relationships to gain business in a manner that discourages potential customers from purchasing its platform. Further, Corvex’s current and future competitors may include its customers and suppliers, if any of these customers or suppliers were to cease purchasing services from it or supplying it with components as a result, its business, operating results, financial condition, and prospects could be adversely affected.

Conditions in its market could change rapidly and significantly as a result of technological advancements, including but not limited to increased advancements and proliferation in the use of AI and machine learning, partnerships between or acquisitions by its competitors, or continuing market consolidation, including consolidation of potential or existing customers with its competitors. Future technical innovations in this fast-evolving space, including advancements that reduce the compute intensity or change the optimal hardware profile for AI workloads, could reduce demand for Corvex’s services, shorten the economically useful life of its assets, and adversely affect its business. Some of Corvex’s competitors have recently made or could make acquisitions of businesses or have established cooperative relationships that may allow them to offer more directly competitive and comprehensive solutions and services than were previously offered and adapt more quickly to new technologies and customer needs. These competitive pressures in Corvex’s market or its failure to compete effectively may result in price reductions, fewer orders, reduced revenue and operating margin, increased net losses, and loss of market share.

Even if there is significant demand for specialized AI cloud infrastructure like Corvex’s, if its competitors include functionality that is, or is perceived to be, equivalent to or better than its solutions and services, it may have difficulty increasing the market penetration of its platform. Furthermore, even if the functionality offered by other cloud infrastructure providers is different and more limited than the functionality of Corvex’s platform, organizations may elect to accept such limited functionality in lieu of purchasing its solutions and services. If Corvex is unable to compete successfully, or if competing successfully requires it to take aggressive action with respect to pricing or other actions, its business, operating results, financial condition, and prospects would be adversely affected.

A network or data security incident against Corvex, or its third-party providers, whether actual, alleged, or perceived, could harm its reputation, create liability and regulatory exposure, and adversely impact its business, operating results, financial condition, and prospects.

Companies are subject to an increasing number and wide variety of attacks on their networks on an ongoing basis. Traditional computer “hackers,” malicious code (such as viruses and worms), phishing attempts, ransomware, account takeover, business email compromise, employee fraud or insider threat, theft or misuse, denial of service attacks, misconfigurations, bugs, or other vulnerabilities in commercial software that is integrated into Corvex’s (or its suppliers’ or service providers’) IT systems, and sophisticated nation-state sponsored attacks create risks for Corvex’s infrastructure and the data, including personal information, which it hosts and transmits. State-supported and geopolitical-related cyberattacks may rise in connection with regional geopolitical conflicts such as the conflicts in the Middle East and Russia/Ukraine and tensions between China and Taiwan. Moreover, ongoing geopolitical conflicts have increased the risk of cyberattacks on various types of infrastructure and operations. Additionally, bad actors are now using AI-based tools to execute attacks, increasing the volume and sophistication of security threats, thus creating unprecedented cybersecurity challenges. Corvex may be a valuable target for cyberattacks given the critical data that it hosts and transmits. Additionally, Corvex’s enhanced profile and visibility as a public company may increase the likelihood that it is targeted by malicious actors, including for extortion, disruption, theft of data or IP, or reputational harm.

Although Corvex has implemented security controls designed to prevent such cyber attacks, including a review of its third-party providers’ security measures, it cannot guarantee that such measures will operate effectively or be sufficient to protect its infrastructure, systems, networks, data and physical facilities from breach due to the actions of outside parties or human error, malfeasance, insider threats, system errors or vulnerabilities, insufficient cybersecurity controls, a combination of the foregoing, or otherwise, and as a result, an unauthorized party may obtain access to Corvex’s, its third-party providers’ or its customers’ systems, networks, or data. Operational and security risks may also arise from employee errors and omissions; for example, inadvertent deletions or misconfigurations can cause data loss, outages, or degraded performance. Because the techniques used to obtain unauthorized access to systems, sabotage systems, or disable or degrade services, change frequently, have become increasingly more complex and sophisticated, and may be difficult to detect for periods of time, Corvex and the third parties that Corvex engages may be unable to anticipate these techniques, implement adequate preventative measures, or respond adequately or in a timely manner. Corvex’s servers may be vulnerable to computer viruses or physical or electronic break-ins that its security measures may not detect. Protecting its own assets has become more expensive and these costs may increase as the threat landscape increases, including as a result of use of AI by bad actors. Corvex may face difficulties or delays in identifying or otherwise responding to any attacks or actual or potential security breaches or threats. A breach in Corvex’s or its third-party providers’ data security or an attack against its platform could impact its infrastructure and systems, creating system disruptions or slowdowns and providing access to malicious parties to information hosted and transmitted by its infrastructure, resulting in data, including the data of its customers, being publicly disclosed, misused, altered, lost, or stolen, which could subject it to liability and reputational harm and adversely affect its financial condition. Corvex relies on third-party service providers for certain services, and our service providers also may be vulnerable to these same threats. Although to date, Corvex is not aware of any security incidents that have had a material impact on Corvex’s operations or financial results, it cannot guarantee that material incidents will not occur in the future. If compromised, Corvex’s own systems could be used to facilitate or magnify an attack. Further, the increase in remote work by companies and individuals in recent years has generally increased the attack surface available to bad actors for exploitation, and as such, the risk of a cybersecurity incident potentially occurring has increased.

Any actual, alleged, or perceived security breach in Corvex’s or its third-party providers’ or partners’ data, systems or networks could result in damage to its reputation, negative publicity, loss of customers and sales, loss of competitive advantages over its competitors, increased costs to remedy any problems and otherwise respond to any

incident, regulatory investigations and enforcement actions, fines and penalties, costly litigation (including class actions), and other liability. Corvex would also be exposed to a risk of loss or litigation and potential liability under laws, regulations, and contracts that protect the privacy and security of personal information. For a description of the privacy and security laws, regulations and other industry requirements to which its business is subject, see the risk factor below “— Corvex is subject to laws, regulations, and industry requirements related to data privacy, data protection and information security, and user protection across different markets where Corvex conducts its business and such laws, regulations, and industry requirements are constantly evolving and changing. Any actual or perceived failure to comply with such laws, regulations, and industry requirements, or its privacy policies, could harm Corvex’s business.”

Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies have adopted breach notification and other requirements in the event that information subject to such laws is accessed by unauthorized persons and additional regulations regarding security of such data are possible. Corvex may need to notify governmental authorities and affected individuals with respect to such incidents. For example, laws in the European Union, the United Kingdom, and the United States may require businesses to provide notice to individuals whose personal information has been disclosed as a result of a data security breach. Complying with such numerous and complex regulations in the event of a data security breach can be expensive and difficult, and failure to comply with these regulations could subject Corvex to regulatory scrutiny and additional liability. In addition, certain of Corvex’s customer or partner agreements, as well as privacy laws, may require it to promptly report security incidents involving its systems or those of its third-party partners that compromise the security, confidentiality, or integrity of certain processed customer data. Regardless of Corvex’s contractual protections, these mandatory disclosures could be costly, result in litigation, harm its reputation, erode customer trust, and require significant resources to mitigate issues stemming from actual or perceived security breaches.

Although Corvex maintains cybersecurity insurance, there can be no guarantee that any or all costs or losses incurred will be partially or fully recouped from such insurance or that applicable insurance in the future will be available on economically reasonable terms or at all.

Corvex may also incur significant financial and operational costs to investigate, remediate, eliminate, and put in place additional tools and devices designed to prevent actual or perceived security breaches and other security incidents, as well as costs to comply with any notification obligations resulting from any security incidents. Any of these negative outcomes could adversely affect the market perception of its infrastructure and customer and investor confidence in Corvex, and would adversely affect its business, operating results, financial condition, and prospects.

Further, from time to time, government entities (including law enforcement bodies) may in the future seek Corvex’s assistance with obtaining access to its customers’ data. Although Corvex strives to protect the privacy of its customers, it may be required from time to time to provide access to customer data to government entities. In light of Corvex’s privacy commitments, although it may legally challenge law enforcement requests to provide access to its systems or other customer content, it may nevertheless face complaints that it has provided information improperly to law enforcement or in response to non-meritorious third-party complaints. Corvex may experience adverse political, business, and reputational consequences, to the extent that it do not provide assistance to or comply with requests from government entities in the manner requested or challenge those requests publicly or in court or provide, or are perceived as providing, assistance to government entities that exceeds its legal obligations. Any such disclosure could significantly and adversely impact Corvex’s business and reputation.

Corvex has a history of generating net losses as a result of the substantial investments it has made to grow its business and develop its platform, anticipate increases in its operating expenses in the future, and may not achieve or, if achieved, sustain profitability. If Corvex cannot achieve and, if achieved, sustain profitability, its business, operating results, financial condition, and prospects will be adversely affected.

Corvex incurred unaudited net losses of $3.8 million for the first nine months ended September 30, 2025, and it may not achieve or, if achieved, sustain profitability in the future. Corvex cannot predict whether it will maintain its current level of growth or when it will achieve profitability. Corvex also expects its operating expenses to increase in the future, including its general and administrative expenses as a result of increased costs associated with operating as a public company and as it continues to invest for its future growth, including expanding its research and development function to drive further development of its platform, continuing to invest in the technology

infrastructure underlying its platform and data center expansion, expanding its sales and marketing activities, developing the functionality to expand into adjacent markets, and reaching customers in new geographic locations and new verticals, which will negatively affect its operating results if its total revenue does not increase.

Corvex’s operating efficiencies may decrease as it scales, and its revenue growth may slow as it grows. Corvex’s revenue could also decline for a number of other reasons, including reduced demand for its offerings, increased competition, a decrease in the growth or reduction in size of its overall market, or if it cannot capitalize on growth opportunities, including acquisitions and through new and enhanced solutions and services. Furthermore, to the extent Corvex’s anticipated cash payback period is longer than it expects, or if it fails to maintain or increase its revenue to offset increases in its operating expenses or manage its costs as it invests in its business, including if it does not maintain or improve its operating efficiencies, it may not achieve or sustain profitability, and if it cannot achieve and sustain profitability, its business, operating results, financial condition, and prospects will be adversely affected.

Corvex makes substantial investments in its technology and infrastructure, and unsuccessful investments could materially adversely affect its business, operating results, financial condition, and prospects.

The industry in which Corvex competes is characterized by rapid technological change, changes in customer requirements, frequent new product and service introductions and enhancements, short product cycles, and evolving industry standards. In order to remain competitive, Corvex has made, and expects to continue to make, significant investments in its technology and infrastructure. If Corvex fails to further develop its platform or develop new and enhanced solutions, services, and technologies, if it focuses on technologies that do not become widely adopted, or if new competitive technologies or industry standards that it does not support become widely accepted, demand for its solutions and services may be reduced. Increased investments in technology and infrastructure or unsuccessful improvement efforts could cause Corvex’s cost structure to fall out of alignment with demand for its solutions and services, which would have a negative impact on its business, operating results, financial condition, and prospects.

Corvex’s platform is complex and performance problems, defects or vulnerabilities associated with its platform may adversely affect its business, operating results, financial condition, and prospects.

It may become increasingly difficult to maintain and improve Corvex’s platform performance, especially during peak demand spikes and as its customer base grows and its platform becomes more complex. If Corvex’s platform is unavailable or if its customers are unable to access its platform within a reasonable amount of time or at all, it could experience a loss of customers, lost or delayed market acceptance of its platform, delays in payment to it by customers or issuance of credits to impacted customers, injury to its reputation and brand, warranty and legal claims against it, significant cost of remedying these problems, and the diversion of its resources. In addition, to the extent that it does not effectively address capacity constraints, upgrade its systems as needed, and continually develop its technology and network architecture to accommodate actual and anticipated changes in technology, its business, operating results, financial condition, and prospects, as well as its reputation, may be adversely affected.

Further, the hardware and software technology underlying Corvex’s platform is inherently complex and may contain material defects or errors, particularly when new solutions and services are first introduced or when new features or capabilities are released. Corvex has from time to time found defects or errors in its platform, and new defects or errors may be detected in the future by it or its customers. Corvex cannot ensure that its platform, including any new solutions and services that it releases, will not contain defects. Any real or perceived errors, failures, vulnerabilities, or bugs in Corvex’s platform could result in negative publicity or lead to data security, access, retention, or other performance issues, all of which could harm its business. Corvex also relies on third-party suppliers for the most significant components of the equipment it uses to operate its infrastructure. These third-party suppliers may also experience defects or errors in the products that Corvex utilizes in its platform, which would impact its platform and may result in performance problems or service interruptions. The costs incurred in correcting any such defects or errors, including those in third-party components, may be substantial and could harm Corvex’s business. Moreover, the harm to Corvex’s reputation and legal liability related to such defects or errors may be substantial and could similarly harm its business.

Corvex’s personnel may make errors in the configuration, operation, or maintenance of Corvex’s infrastructure. Such errors and omissions can affect customer uptime, degrade service performance, result in credits, and contribute to lost revenue or customer churn, notwithstanding Corvex’s efforts to prevent them.

Any failure of Corvex’s IT systems or those of one or more of its IT service providers, business partners, vendors, suppliers, or other third-party service providers, or any other failure by such third parties to provide services to it may negatively impact its relationships with customers and harm its business.

Corvex’s business depends on various IT systems and outsourced IT services. Corvex relies on third-party IT service providers, business partners, vendors, and suppliers to provide critical IT systems, corporate infrastructure, and other services, including open-source and commercially licensed software, hardware, and telecommunications connectivity. Corvex is, by necessity, dependent on these third parties to address cybersecurity threats and other vulnerabilities, defects, deficiencies, interoperability issues, and performance limitations in their systems and products. This includes infrastructure such as electronic communications, finance, marketing, and recruiting platforms and services such as IT network development and network monitoring, and third-party data center hosting of its systems for Corvex’s internal and customer use, as well as reliance on carriers and other telecommunications providers for network availability, capacity, and performance. Corvex does not own or control the operation of the third-party facilities or equipment used to provide such services. Corvex’s third-party vendors and service providers have no obligation to renew their agreements with it on commercially reasonable terms or at all. If Corvex is unable to renew these agreements on commercially reasonable terms, including with respect to service levels and cost, or at all, it may be required to transition to a new provider, and it may incur significant costs and possible service interruption in connection with doing so. In addition, such service providers could decide to close their facilities or change or suspend their service offerings without adequate notice to it. Moreover, any financial difficulties, such as bankruptcy, faced by such vendors, the nature and extent of which are difficult to predict, may harm Corvex’s business. Since Corvex cannot easily switch vendors without making other business trade-offs, any disruption with respect to its current providers would impact its operations and its business may be harmed. Furthermore, Corvex’s disaster recovery systems and those of such third parties may not function as intended or may fail to adequately protect its business information in the event of a significant business interruption In addition, Corvex relies on manufacturer warranties, maintenance and support, firmware and driver updates, bug fixes, and vendor and data center SLAs for hardware, software, and connectivity services. However, these assurances may not always function as intended or align with the timelines required by Corvex or its customers. Failures by data center providers to meet ticket response times or uptime targets, or by carriers to maintain network availability and capacity, could result in outages, degraded performance, or missed customer service commitments. Any termination, failure, or other disruption of any of such systems or services of Corvex’s third-party IT providers, business partners, vendors, and suppliers could lead to operating inefficiencies or disruptions, which could harm its business, operating results, financial condition, and prospects. If an upstream vendor has a deficiency, delay, or limitation in features, updates, or support that Corvex depends on, Corvex may be unable to sign or onboard a customer, meet contracted service levels, or deliver capacity when expected, which could result in service credits, penalties, refunds, or termination rights and could negatively impact its reputation and growth.

Corvex has a limited operating history, which makes it difficult to evaluate its current business and prospects and increases the risks associated with investment in its common stock.

Corvex has a short operating history. Corvex was founded in October 2024 and launched its platform in the first quarter of 2025. Corvex’s limited operating history, including its limited history of selling its cloud infrastructure offering, the dynamic and rapidly evolving market in which it sells its platform, and the concentration of its revenue from a limited number of customers, as well as numerous other factors beyond its control, may make it difficult to evaluate its current business, prospects and other trends. Corvex has encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries and sectors, such as the risks and uncertainties described herein. Any predictions about Corvex’s future revenue and expenses may not be as accurate as they would be if it had a longer operating history or operated in a more predictable or established market. If Corvex’s assumptions regarding these risks and uncertainties are incorrect or change due to fluctuations in its markets, any material reduction in AI or machine learning spending, changes in demand for specialized AI cloud infrastructure, or otherwise, or if it does not address these risks successfully, its operating and financial results could differ materially from its expectations and its business, operating results, financial condition, and prospects would be adversely affected. Corvex cannot ensure that it will be successful in addressing these and other challenges it may face in the future. The risks associated with having a limited operating history may be exacerbated by current macroeconomic and geopolitical conditions discussed herein. Moreover, any changes in the timing or level of customer payments, including prepayments, would impact its cash flows. Furthermore, scaling Corvex’s operations and evolving its go-to-market strategy may take more time and require

more effort to implement than anticipated and may have results that are difficult to predict which could result in decreased revenue from its customers. Corvex’s business and pricing models have not been fully proven, and it has only a limited operating history with its current business and pricing models to evaluate its business and prospects, which subjects it to a number of uncertainties, including its ability to plan for and model future growth. Moreover, its historical revenue growth should not be considered indicative of its future performance.

If Corvex is unable to attract new customers, retain existing customers, and/or expand sales of its platform, solutions, and services to such customers, it may not achieve the growth it expects, which would adversely affect its business, operating results, financial condition, and prospects.

In order to grow Corvex’s business, it must continue to attract new customers in a cost-effective manner and enable these customers to realize the benefits associated with its platform. Corvex may experience difficulties demonstrating to customers the value of its platform and any new solutions and services that it offers. As Corvex develops and introduces new solutions and services and add new and upgraded components of its platform, it faces the risk that customers may not value or be willing to adopt these newer offerings, and may forgo adopting one or more newer generations of its existing offerings. Regardless of the improved features or superior performance of the newer offerings, customers may be unwilling to adopt Corvex’s platform due to design or pricing constraints, among other reasons. Even if customers choose to adopt its platform or new solutions and services that Corvex develops, they may be slow to do so. Certain prospective customers may also be unwilling or reluctant to transact with a public company because of the greater transparency and public scrutiny associated with public company reporting, including potential disclosure of material contracts and customers, which could lengthen sales cycles or reduce pipeline conversion rates. If Corvex is unable to sell new solutions and services, its revenue may decline and its business, operating results, financial condition, and prospects could be negatively affected.

In addition, Corvex must persuade potential customers that its platform offers significant advantages over those of its competitors. As Corvex’s market matures, its solutions and services evolve, and competitors introduce lower cost and/or differentiated solutions or services that are perceived to compete with its platform, its ability to maintain or expand sales of its platform, solutions, and services could be impaired. Even if Corvex does attract new customers, the cost of new customer acquisition, implementation of its platform, and ongoing customer support may prove higher than anticipated, thereby adversely impacting its profitability.

Other factors, many of which are out of Corvex’s control, may now or in the future impact its ability to retain existing customers, attract new customers, and expand sales of its platform, solutions, and services to such customers in a cost-effective manner, including:

•        potential customers’ commitments to existing solutions or services or greater familiarity or comfort with other solutions or services;

•        its ability to secure sufficient power for its platform and solutions;

•        decreased spending on specialized AI cloud infrastructure or AI or machine learning development generally;

•        deteriorating general economic and geopolitical conditions;

•        future governmental regulation, which could adversely impact growth of the AI sector;

•        negative media, industry, or financial analyst commentary regarding its platform, AI, and the identities and activities of some of its customers;

•        its ability to expand, retain, and motivate its sales, customer success, cloud operations, and marketing personnel;

•        its ability to obtain or maintain industry security certifications for its platform;

•        the perceived risk, commencement, or outcome of litigation; and

•        increased expenses associated with being a public company.

Any customer contract terminations could cause its operating results to fluctuate from quarter to quarter. Corvex’s customer retention may decline or fluctuate as a result of a number of factors, including its customers’ satisfaction with the security, performance, and reliability of its platform, its prices and usage plans, its customers’ AI development and use and related budgetary restrictions, the perception that competitive solutions and services provide better or less expensive options, negative public perception of it or its customers, and deteriorating general economic conditions.

Corvex’s future financial performance also depends in part on its ability to expand sales of its platform, solutions, and services to its existing customers. In order to expand Corvex’s commercial relationship with its customers, existing customers must decide that the increased cost associated with additional purchases of its platform, solutions, and services is justified by the additional functionality. Corvex’s customers’ decision whether to increase their purchase is driven by a number of factors, including customer satisfaction with the security, performance, and reliability of its platform, the functionality of any new solutions and services Corvex may offer, general economic conditions, and customer reaction to its pricing model. In addition, certain prospective or existing customers may be unwilling or reluctant to transact with a public company due to perceived risks associated with enhanced public reporting and disclosure obligations (including potential disclosure of material contracts, counterparties, and concentration) and broader public scrutiny, which could lengthen sales cycles, constrain deal terms, or result in lost opportunities. If its efforts to expand its relationship with its existing customers are not successful, its business, operating results, financial condition, and prospects may materially suffer.

If Corvex is unable to successfully build, expand, and deploy its sales organization in a timely manner, or at all, or to successfully hire, retain, train, and motivate its sales personnel, its growth and long-term success could be adversely impacted.

Corvex’s sales efforts have historically depended on the significant direct involvement of its senior management team. The successful execution of Corvex’s strategy to increase its sales to existing customers, identify new potential customers, expand its customer base, and enter new markets will depend, among other things, on its ability to successfully build and expand its sales organization and operations. Corvex intends to dedicate significant resources to sales and marketing programs and to expand its sales and marketing capabilities to target additional potential customers and achieve broader market adoption of its platform, but there is no guarantee that it will be successful in attracting and maintaining additional customers. Moreover, identifying, recruiting, training, and managing sales personnel requires significant time, expense, and attention, including from Corvex’s senior management and other key personnel, which could adversely impact its business, operating results, financial condition, and prospects in the short and long term.

In order to successfully scale its current top-down sales model and as AI use cases expand, Corvex may need to increase the size of its direct sales force. If Corvex does not hire a sufficient number of qualified sales personnel, its future revenue growth and business could be adversely impacted. It may take a significant period of time before Corvex’s sales personnel are fully trained and productive, particularly in light of its current sales model, and there is no guarantee it will be successful in adequately training and effectively deploying its sales personnel. In addition, Corvex has invested, and may need to continue investing, significant revenues in its sales operations to enable its sales organization to run effectively and efficiently, including supporting sales strategy planning, sales process optimization, data analytics and reporting, and administering incentive compensation arrangements. Corvex’s business would be adversely affected if its efforts to build, expand, train, and manage its sales organization are not successful. Corvex periodically makes adjustments to its sales organization in response to market opportunities, competitive threats, management changes, product introductions or enhancements, acquisitions, sales performance, increases in sales headcount, cost levels, and other internal and external considerations. Any future sales organization changes may result in a temporary reduction of productivity, which could negatively affect its rate of growth. In addition, any significant change to the way Corvex structures and implement the compensation of its sales organization may be disruptive or may not be effective and may affect its revenue growth. If Corvex is unable to attract, hire, develop, retain, and motivate qualified sales personnel, if its new sales personnel are unable to achieve sufficient sales productivity levels in a reasonable period of time or at all, if its marketing programs are not effective or if it is unable to effectively build, expand, and manage its sales organization and operations, its sales and revenue may grow more slowly than expected or materially decline, and its business, operating results and prospects may be significantly harmed.

If Corvex does not or cannot maintain the compatibility of its platform with its customers’ existing technology, including third-party technologies that its customers use in their businesses, its business may be adversely affected.

The functionality and popularity of Corvex’s platform depend, in part, on its ability to integrate its platform with its customers’ existing technology, including other third-party technologies that its customers use in their businesses. Corvex’s customers, or the third parties whose solutions and services its customers utilize, may change the features of their technologies, restrict its access to their technologies, or alter the terms governing use of their technologies in a manner that makes its platform incompatible with their technologies, and which would adversely impact its ability to service its customers. Such changes could functionally limit or prevent Corvex’s ability to use these third-party technologies in conjunction with its platform, which would negatively affect the adoption of its platform and harm its business. If Corvex fails to integrate its platform with its customers’ technologies and with third-party technologies that its customers use, Corvex may be unable to offer the functionality that its customers want or need, which could adversely impact its business.

If Corvex is not able to maintain and enhance its brand, its business, operating results, financial condition, and prospects may be adversely affected.

Corvex believes that maintaining and enhancing its brand and its reputation is critical to continued market acceptance of its platform, its relationship with its existing customers and its ability to attract new customers. The successful promotion of Corvex’s brand will depend on a number of factors, including its ability to continue to provide reliable solutions and services that continue to meet the needs of its customers at competitive prices, its ability to successfully differentiate its platform from those of competitors, and the effectiveness of its marketing efforts. Further, industry standards continue to evolve and there is no consensus around performance benchmarks applied to Corvex and its competitors, which may impact its ability to promote its platform and its brand. Although Corvex believes it is important for its growth, its brand promotion activities may not be successful or yield increased revenue, and even if they do, any increased revenue may not offset the expenses it incurs in building its brand. If Corvex fails to successfully promote and maintain its brand, its business, operating results, financial condition, and prospects may be harmed.

In addition, independent industry and research firms often evaluate its offerings and provide reviews of its platform, as well as the solutions and services of its competitors, and perception of its platform in the marketplace may be significantly influenced by these reviews. If these reviews are negative, or less positive as compared to those of its competitors’ solutions and services, its brand may be adversely affected. Corvex’s offerings may experience capacity and operational issues for a number of reasons that may or may not be related to the efficacy of its offerings in real world environments. To the extent potential customers, industry analysts, or research firms believe that the occurrence of capacity or computing issues is a flaw or indicates that Corvex’s platform does not provide significant value, it may lose such potential customer opportunities, and its reputation, business, operating results, financial condition, and prospects may be harmed.

As Corvex expands its customer base, it may become further subject to counterparty credit risk, which would adversely impact its business, operating results, financial condition, and prospects.

Corvex intends to increase the number of its enterprise customers over time, including customers in their early stages and/or private companies that may have increased risk of insolvency, bankruptcy, or other issues impacting their creditworthiness. Corvex’s business is, and may in the future be, subject to the risks of non-payment and non-performance by these customers, which risk is heightened given that a substantial portion of its revenue is currently, and is expected for the foreseeable future to be, driven by a limited number of customers. Corvex manages its exposure to credit risk through receipt of prepayments under its committed contracts, credit analysis and monitoring procedures, and may use letters of credit, prepayments, and guarantees. However, these procedures and policies cannot fully eliminate customer credit risk, and to the extent Corvex’s policies and procedures prove to be inadequate, it could negatively affect its business, operating results, financial condition, and prospects. In addition, some of Corvex’s customers may be highly leveraged and subject to their own operating and regulatory risks and, even if its credit review and analysis mechanisms work properly, Corvex may experience risks of non-payment and non-performance in its dealings with such parties. In such event, Corvex may remain responsible for expenditures for components, infrastructure, and data center leases and build-outs, as well as related financing that it has undertaken for which it may not receive corresponding revenue. If Corvex’s customers fail to fulfill their contractual obligations, it may have an adverse effect on its business, operating results, financial condition, and prospects.

Corvex’s long-term success may in part depend on its ability to expand the sale of its platform to customers located outside of the United States, and such international operations would expose it to risks that could have a material adverse effect on its business, operating results, financial condition, and prospects.

Corvex generates a small portion of its revenue outside of the United States, and conducts its business activities in various foreign countries, where it has limited experience, where the challenges of conducting its business can be significantly different from those it has faced in more developed markets and where business practices may create internal control risks including:

•        slower than anticipated demand for AI and machine learning solutions offered by existing and potential customers outside the United States and slower than anticipated adoption of specialized AI cloud-based infrastructures by international businesses;

•        fluctuations in foreign currency exchange rates, which could add volatility to its operating results;

•        limitations within its debt agreements that may restrict its ability to make investments in its foreign subsidiaries;

•        new, or changes in, regulatory requirements, including with respect to AI;

•        tariffs, export and import restrictions, restrictions on foreign investments, sanctions, and other trade barriers or protection measures;

•        exposure to numerous, increasing, stringent (particularly in the European Union), and potentially inconsistent laws and regulations relating to privacy, data protection, and information security;

•        costs of localizing its platform;

•        lack of acceptance of localized solutions and services;

•        the need to make significant investments in people, solutions, and infrastructure, typically well in advance of revenue generation;

•        challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs;

•        difficulties in maintaining its corporate culture with a dispersed and distant workforce;

•        treatment of revenue from international sources, evolving domestic and international tax environments, and other potential tax issues, including with respect to its corporate operating structure and intercompany arrangements;

•        different or weaker protection of its intellectual property, including increased risk of theft of its proprietary technology and other intellectual property;

•        economic weakness or currency-related disparities or crises;

•        compliance with multiple, conflicting, ambiguous or evolving governmental laws and regulations, including employment, tax, data privacy, anti-corruption, import/export, antitrust, data transfer, storage and protection, and industry-specific laws and regulations, including regulations related to AI;

•        generally longer payment cycles and greater difficulty in collecting accounts receivable;

•        its ability to adapt to sales practices and customer requirements in different cultures;

•        the lack of reference customers and other marketing assets in regional markets that are new or developing for it, as well as other adaptations in its market generation efforts that it may be slow to identify and implement;

•        dependence on certain third parties, including third-party data center facility providers;

•        natural disasters, acts of war, terrorism, or pandemics, including the armed conflicts in the Middle East and Russia/Ukraine and tensions between China and Taiwan;

•        actual or perceived instability in the global banking system;

•        cybersecurity incidents;

•        corporate espionage; and

•        political instability and security risks in the countries where it is doing business and changes in the public perception of governments in the countries where it operates or plans to operate.

Corvex’s sales cycles can be long and unpredictable, and its sales efforts require considerable time and expense.

Corvex’s go-to-market approach currently focuses on sales to enterprises using AI. Sales to such customers involve longer and more unpredictable sales cycles. Customers often view the purchase of Corvex’s platform as a significant strategic decision and, as a result, frequently require considerable time to evaluate, test, and qualify its platform prior to entering into or expanding a relationship with it. Large enterprises in particular, often undertake a significant evaluation process that further lengthens Corvex’s sales cycle.

Corvex spends substantial time and resources on its sales efforts without any assurance that its efforts will produce generate sales. Cloud infrastructure capacity purchases are frequently subject to budget constraints, multiple approvals, and unanticipated administrative, processing, and other delays. As a result, it is difficult to predict whether and when a sale will be completed. The failure of Corvex’s efforts to secure sales after investing resources in a lengthy sales process would adversely affect its business, operating results, financial condition, and prospects.

The sales prices of Corvex’s offerings may decrease, which may reduce its margins and adversely affect its business, operating results, financial condition, and prospects.

Corvex has limited experience with respect to determining the optimal prices for its platform. As the markets for cloud infrastructure and AI and machine learning solutions mature, or as new competitors introduce new infrastructure solutions or services that are similar to or compete with Corvex’s, it may be unable to effectively optimize its prices through increases or decreases or attract new customers at its offered prices or based on the same pricing model as it has used historically. Corvex faces renewal risk for expiring contracts; at renewal, customers may seek lower pricing, additional credits or shorter terms. Corvex may also be unable to maintain existing prices, resulting in price reductions or unfavorable commercial concessions. Further, competition continues to increase in the market segments in which Corvex participates, and it expects competition to further increase in the future, thereby leading to increased pricing pressures. Larger competitors with more diverse offerings may reduce the price of any offerings that compete with Corvex’s or may bundle them with other solutions and services. This could lead customers to demand greater price concessions or additional functionality at the same price levels. Corvex may also be locked into less favorable pricing during the initial term of contract in certain cases, such as where pricing occurs late in a hardware lifecycle, during a period adverse competitive dynamics, or based on hardware specifications, and such unfavorable pricing terms may compress margins or constrain pricing flexibility at renewal. As a result, in the future Corvex may be required to reduce its prices or provide more features and services without corresponding increases in price, which would adversely affect its business, operating results, financial condition, and prospects. In addition, if Corvex’s installed configurations do not align with evolving customer demand (for example, for greater system RAM or liquid cooling), demand for those configurations may decline or customers may only be willing to pay reduced prices.

Corvex’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the markets in which it competes achieve the forecasted growth, its business could fail to grow at similar rates, if at all.

The estimates of market opportunity and forecasts of market growth may prove to be inaccurate. Market opportunity estimates and growth forecasts, including those Corvex has generated itself, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, including the risks described herein. Even if the markets in which Corvex competes achieve the forecasted growth, its business could fail to grow at similar rates, if at all.

Further, if AI is not broadly adopted by enterprises to the extent Corvex expects, or if new use cases do not arise, then its opportunity may be smaller than it expects.

The variables that go into the calculation of Corvex’s market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable customers covered by its market opportunity estimates will purchase its platform at all or generate any particular level of revenue for it. Any expansion in the markets in which Corvex operates depends on a number of factors, including the cost, performance, and perceived value associated with its platform and those of its competitors. Even if the markets in which Corvex competes meet the size estimates and growth forecast, its business could fail to grow at similar rates, if at all. Corvex’s growth is subject to many factors, including its success in implementing its business strategy, which is subject to many risks and uncertainties. Accordingly, Corvex’s forecasts for market growth should not be taken as indicative of its future growth.

Corvex may in the future enter into collaborations or strategic alliances with third parties. If Corvex is unsuccessful in establishing or maintaining strategic relationships with these third parties or if these third parties fail to deliver certain operational services, its business, operating results, financial condition, and prospects could be adversely affected.

Corvex may in the future enter into collaborations or strategic alliances with third parties in connection with the development, operation, and enhancements to its platform and the provision of its solutions and services. Identifying strategic relationships with third parties, and negotiating and documenting relationships with them, may be time-consuming and complex and may distract management. Moreover, Corvex may be delayed, or may not be successful, in achieving the objectives that it anticipates as a result of such strategic relationships. In evaluating counterparties in connection with collaborations or strategic alliances, Corvex considers a wide range of economic, legal, and regulatory criteria depending on the nature of such relationship, including the counterparties’ reputation, operating results, and financial condition, operational ability to satisfy its and its customers’ needs in a timely manner, efficiency and reliability of systems, certifications costs to it or to its customers, and licensure and compliance status. Despite this evaluation, third parties may still not meet Corvex’s or its customers’ needs which may adversely affect its ability to deliver solutions and services to customers and may adversely impact its business, operating results, financial condition, and prospects. Counterparties to any strategic relationship may have economic or business interests or goals that are, or that may become, inconsistent with Corvex’s business interests or goals, and may subject it to additional risks to the extent such third party becomes the subject of negative publicity, faces its own litigation or regulatory challenges, or faces other adverse circumstances. Conflicts may arise with Corvex’s strategic partners, such as the interpretation of significant terms under any agreement, which may result in litigation or arbitration which would increase its expenses and divert the attention of its management. If Corvex is unsuccessful in establishing or maintaining strategic relationships with third parties, its ability to compete or to grow its revenue could be impaired and its business, operating results, financial condition, and prospects could be adversely affected.

Potential future joint ventures, acquisitions, strategic investments, partnerships, or alliances may not achieve their intended benefits, may be difficult and costly to execute or integrate, may expose Corvex to additional risks and liabilities (including non-controlling interests and shared decision-making), and could adversely affect its business, operating results, financial condition, and prospects.

Corvex may in the future pursue joint ventures and other co-investment structures (including to develop and operate data centers), as well as acquisitions, strategic investments, partnerships, or alliances. Any such transactions are inherently risky and uncertain, and Corvex may be unable to identify suitable opportunities or complete them on acceptable terms or timing, obtain required financing or regulatory approvals, realize anticipated benefits on the expected schedule, or at all, or avoid unexpected costs and liabilities. Joint ventures and co-investments may involve non-controlling interests, shared governance, and reliance on partners who may have economic, tax, regulatory, or strategic objectives that differ from or conflict with Corvex’s, may fail to fund required capital, may become bankrupt or insolvent, may take actions outside Corvex’s control (including exits at inopportune times), or may take actions that require the joint venture to dispose of assets or require Corvex to purchase a partner’s interests at above-market prices, or take actions unrelated to the joint venture agreement that nevertheless reflect poorly on Corvex. These arrangements can lead to disputes, litigation or arbitration, require Corvex to contribute additional capital (including beyond its pro rata share), or result in liability for partner actions or joint venture obligations in excess of Corvex’s investment, may limit Corvex’s ability to exercise sole decision-making authority, may necessitate

changing the structure of an established joint venture or creating new complex structures to meet Corvex’s or its partners’ needs, and a partner’s decision to exit a joint venture may occur at a time or on terms that are not opportune for Corvex or aligned with its business interests.

Acquisitions and strategic investments also present significant risks, including difficulties in diligence, valuation, structuring, accounting (including potential write-downs or impairment charges), and integration of technologies, products, services, real property (including data centers), systems, processes, contracts, internal controls, and personnel. Corvex may face challenges retaining key employees, coordinating research and development and go-to-market activities, aligning product roadmaps, meeting customer commitments, remediating security or compliance deficiencies, and maintaining the performance, reliability, and efficiency of its platform. Additional risks include diversion of management’s time and focus from operating the business to addressing acquisition integration challenges; the inability to coordinate research and development and sales and marketing functions; the inability to integrate solution and service offerings; retention of key employees from the acquired company; changes in relationships with strategic partners or the loss of key customers or partners as a result of acquisitions or strategic positioning; cultural challenges associated with integrating employees from the acquired company; integration of the acquired company’s accounting, customer relationship management, management information, human resources, and other administrative systems; the need to implement or improve controls, procedures, and policies at a business that may have lacked sufficiently effective controls, procedures, and policies; unexpected security risks or higher-than-expected costs to improve the acquired company’s security posture; higher-than-expected costs to bring the acquired company’s IT infrastructure up to Corvex’s standards; additional legal, regulatory, or compliance requirements; financial reporting, revenue recognition, or other financial or control deficiencies of the acquired company that are not adequately addressed and that cause Corvex’s reported results to be incorrect; liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities. Transactions may divert management attention, disrupt ongoing operations, increase operating costs, and be viewed negatively by customers, suppliers, employees, or investors. Corvex may also face litigation or other claims in connection with acquired companies, including claims from or against terminated employees, customers, current and former stockholders, or other third parties. If Corvex finances transactions with cash, debt, or equity, it could experience reduced liquidity, increased leverage and restrictive covenants, interest expense, or dilution (which could be significant), and may be limited by restrictions in its debt agreements.

Projects pursued through joint ventures or acquisitions, particularly data center development, may be more difficult, time-consuming, or costly than expected, and subject to risks such as inflation, supply chain constraints, permitting and construction delays, power pricing and availability, inability to secure anticipated tax incentives or abatements, and challenges in attracting or retaining customers on expected terms, any of which could reduce returns or result in losses. Corvex’s due diligence may fail to identify all material issues, liabilities, cybersecurity vulnerabilities, control gaps, or regulatory exposures; domestic or international regulatory review processes may delay, condition, or prevent transactions or reduce anticipated benefits, and remedies available to Corvex under transaction agreements may be limited. If Corvex does not successfully execute, integrate, or manage such transactions, or if anticipated synergies, efficiencies, or strategic benefits are not realized when expected, or at all, its business, operating results, financial condition, and prospects could be adversely affected.

Future acquisitions could include real property and subject Corvex to the general risks associated with the ownership of real property.

Corvex currently leases all of its data centers and office locations. However, Corvex could in the future make acquisitions that include real property, which would most likely be one or more data centers. As a result of any such acquisition, Corvex would directly own real property and become subject to the general risks associated with the ownership of real property, including:

•        changes in governmental laws and regulations, including the Americans with Disabilities Act and zoning ordinances, and the related costs of compliance;

•        increased upfront costs of purchasing real property;

•        the ongoing need for repair, maintenance and capital improvements;

•        natural disasters, including earthquakes and floods, and acts of war or terrorism;

•        general liability, property and casualty losses, some of which may be uninsured;

•        liabilities for clean-up of undisclosed environmental contamination; and

•        liabilities incurred in the ordinary course of business.

If negative publicity arises with respect to Corvex, its employees, its third-party suppliers, service providers, or its partners, its business, operating results, financial condition, and prospects could be adversely affected, regardless of whether the negative publicity is true.

Negative publicity about Corvex or its platform, solutions, or services, even if inaccurate or untrue, could adversely affect its reputation and the confidence in its platform, solutions, or services, which could harm its business, operating results, financial condition, and prospects. Harm to Corvex’s reputation can also arise from many other sources, including employee misconduct, which it has experienced in the past, and misconduct by its partners, consultants, suppliers, and outsourced service providers. Additionally, negative publicity with respect to Corvex’s partners or service providers could also affect its business, operating results, financial condition, and prospects to the extent that it relies on these partners or if its customers or prospective customers associate its company with these partners.

Corvex’s ability to maintain customer satisfaction depends in part on the quality of its customer support and cloud operations services. Corvex’s failure to maintain high-quality customer support and cloud operations services could have an adverse effect on its business, operating results, financial condition, and prospects.

Corvex believes that the successful use of its platform requires a high level of support and engagement for many of its customers. In order to deliver appropriate customer support and engagement, Corvex must successfully assist its customers in deploying and continuing to use its platform, resolve performance issues, address interoperability challenges with the customers’ existing IT infrastructure, and respond to security threats and cyber-attacks and performance and reliability problems that may arise from time to time. Increased demand for customer support and cloud operations services, without corresponding increases in revenue, could increase Corvex’s costs and adversely affect its business, operating results, financial condition, and prospects.

Furthermore, there can be no assurance that Corvex will be able to hire sufficient support personnel as and when needed, particularly if its sales exceed its internal forecasts. Corvex expects to increase the number of its customers, and that growth may put additional pressure on its customer support and cloud operations services teams. Corvex’s customer support and cloud operations services teams may need additional personnel to respond to customer demand. Corvex may be unable to respond quickly enough to accommodate short-term increases in customer demand for services. To the extent that Corvex is unsuccessful in hiring, training, and retaining adequate support resources, its ability to provide high-quality and timely support to its customers will be negatively impacted, and its customers’ satisfaction and their purchase of its infrastructure could be adversely affected.

In addition, as Corvex continues to grow its operations and expand outside of the United States, it needs to be able to provide efficient services that meet its customers’ needs globally at scale, and its customer support and cloud operations services teams may face additional challenges, including those associated with operating the platforms and delivering support, training, and documentation in languages other than English and providing services across expanded time-zones, as well as coordinating with third-party vendors and service providers that support its services. If Corvex is unable to provide efficient customer support services globally at scale, effectively manage vendor performance, and meet contractual service level obligations (including uptime and customer service response times), its ability to grow its operations may be harmed, and it may need to hire additional services personnel which could increase its expenses. In addition, failures by Corvex or its vendors to meet applicable service level obligations may trigger service credits, penalties, or liquidated damages, and negatively impact its business, financial condition, operating results, and prospects and give rise to customer terminations or non-renewals. Under certain contracts, the amounts of such liquidated damages or service credits may be significant relative to project-level cash flows and, in the aggregate or with respect to a single large customer, could be material to Corvex’s results for one or more reporting periods.

Corvex relies on its management team and other key employees and will need additional personnel to grow its business, and the loss of one or more key employees or its inability to attract and retain qualified personnel, including members of its board of directors, could harm its business.

Corvex’s future success is dependent, in part, on its ability to hire, integrate, train, manage, retain, and motivate the members of its management team and other key employees throughout its organization as well as members of its board of directors. The loss of key personnel, particularly Seth Demsey and Jay Crystal, its co-founders and co-Chief Executive Officers (together, its “Co-Founders”), as well as certain of its key personnel, could disrupt its operations and have an adverse effect on its ability to grow its business.

Competition for highly skilled personnel is intense, and Corvex may not be successful in hiring or retaining qualified personnel to fulfill its current or future needs. Corvex is in the process of building out its senior management team, and certain leadership roles are currently interim or unfilled (for example, an interim chief financial officer), which may persist for some period of time. There is a risk that Corvex will be unable to recruit permanent executives for key positions on expected timelines or at all, that newly hired executives will not succeed in their roles or may depart after a short tenure, and that onboarding a number of new leaders, some of whom may have limited public-company experience, could create execution, governance, reporting (including with respect to internal controls, SEC reporting, and Nasdaq requirements) or reputational risks. More generally, the technology industry, and the cloud infrastructure industry more specifically, is also subject to substantial and continuous competition for engineers with high levels of experience in designing, developing, and managing infrastructure and related services. Moreover, the industry in which it operates generally experiences high employee attrition. Corvex has, from time to time, experienced, and it expects to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. If Corvex is unable to timely complete its management team build-out, if newly hired leaders are not effective, or if leadership turnover increases, Corvex may experience slower decision-making, reduced operational discipline, delays in key initiatives (including financial reporting and systems build-outs), higher cash compensation costs to recruit replacements, and impairment of its ability to execute its strategy. For example, in recent years, recruiting, hiring, and retaining employees with expertise in the AI computing industry has become increasingly difficult as the demand for AI computing infrastructure has increased as a result of the increase in AI and machine learning development, deployment, and demand. Because the AI infrastructure market is nascent and still relatively small, there is a very limited pool of potential engineering hires with the requisite background to support the development of our service and technology. Corvex’s ability to execute its growth plan, meet customer commitments, and scale its operations depends on attracting and retaining these engineering and operations specialists; if it cannot do so in a timely manner, it may face slower innovation, delayed deployments, higher costs to recruit or train staff, and impaired service quality. Corvex may be required to provide more training to its personnel than it currently anticipates. Further, labor is subject to external factors that are beyond its control, including its industry’s highly competitive market for skilled workers and leaders, cost inflation, overall macroeconomics, and workforce participation rates. Should Corvex’s competitors recruit its employees, its level of expertise and ability to execute its business plan would be negatively impacted.

Additionally, many of Corvex’s key personnel are, or will soon be, vested in a substantial number of options to purchase its common stock. Employees may be more likely to terminate their employment with Corvex if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase prices of the shares or exercise price of the options, or, conversely, if the exercise price of the options that they hold are significantly above the trading price of its common stock. Given the scarcity of experienced engineers in Corvex’s market, equity value volatility and competition from larger technology companies for the same talent could increase the risk of employee turnover.

Moreover, many of the companies with which Corvex competes for experienced personnel have greater resources than it has. Corvex’s competitors also may be successful in recruiting and hiring members of its management team, sales team, or other key employees, and it may be difficult for it to find suitable replacements on a timely basis, on competitive terms, or at all. Corvex may in the future be subject to allegations that employees it hires have been improperly solicited, or that they have divulged proprietary or other confidential information or that their former employers own such employees’ inventions or other work product, or that they have been hired in violation of non-compete provisions or non-solicitation provisions.

In addition, job candidates and existing employees often consider the value of the equity awards and other compensation they receive in connection with their employment. If the perceived value of Corvex’s compensatory package declines or is subject to significant value fluctuations, it may adversely affect its ability to attract and retain highly skilled employees. Corvex may also change the composition of its compensation package to employees, including the amount or ratio of cash and equity compensation. Any increases to the amount of cash compensation will increase its cash expenditures, which may impact its business, operating results, financial condition, and prospects. Further, Corvex’s competitors may be successful in recruiting and hiring members of its management team or other key employees as well as directors, and it may be difficult for it to find suitable replacements on a timely basis, on competitive terms, or at all. In recent years, the increased availability of hybrid or remote working arrangements has expanded the pool of companies that can compete for its employees and employment candidates. Corvex has entered into offer letters with certain of its key employees, however these agreements are on an “at-will” basis, meaning they are able to terminate their employment with it at any time and it does not have employment agreements with all of its key employees. If Corvex fails to attract new personnel or fails to retain and motivate its current personnel, its business and future growth prospects would be severely harmed.

Corvex believes that its corporate culture has contributed to its success, and if it cannot maintain this culture as it grows, it could lose the innovation, creativity, and teamwork fostered by its culture, and its business may be harmed.

Corvex believes that its corporate culture has been, and will continue to be, a key contributor to its success. If Corvex does not continue to maintain its corporate culture, which includes its focus on its customers, as it grows and evolves, including as it continues to grow in headcount, it could harm its ability to foster the drive, innovation, inclusion, creativity, and teamwork that it believes is important to support its growth. As Corvex implements more complex organizational structures, it may find it increasingly difficult to maintain the beneficial aspects of its corporate culture, which could negatively impact its future success.

Risks Related to Corvex’s Intellectual Property

Failure to obtain, maintain, protect, or enforce Corvex’s intellectual property and proprietary rights could enable others to copy or use aspects of its platform without compensating it, which could harm its brand, business, operating results, financial condition, and prospects.

Corvex relies on a combination of trademark, copyright, trade secret, patent, unfair competition, and other related laws in the United States and internationally, as well as confidentiality agreements and contractual provisions with its customers, third-party manufacturing partners, joint venture partners, employees, and consultants to protect its technology and intellectual property rights. Despite Corvex’s efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of its platform or obtain and use information that it regards as proprietary. In particular, Corvex is unable to predict or assure that:

•        its intellectual property rights will not lapse or be invalidated, circumvented, challenged, or, in the case of third-party intellectual property rights licensed to it, be licensed to others;

•        its intellectual property rights will provide competitive advantages to it;

•        rights previously granted by third parties to intellectual property licensed or assigned to it, including portfolio cross-licenses, will not hamper its ability to assert its intellectual property rights or hinder the settlement of currently pending or future disputes;

•        any of its pending or future trademark or patent applications will be issued or have the coverage originally sought;

•        it will be able to enforce its intellectual property rights in certain jurisdictions where competition is intense or where legal protection may be weak; or

•        it has sufficient intellectual property rights to protect its solutions and services or its business.

Corvex customarily enters into confidentiality or license agreements with its employees, consultants, vendors, and customers, and makes significant efforts to limit access to and distribution of its proprietary information. However, such agreements may not be enforceable in full or in part in all jurisdictions and any breach could

negatively affect Corvex’s business and its remedy for such breach may be limited. The contractual provisions that Corvex enters into may not prevent unauthorized use or disclosure of its proprietary technology or intellectual property rights and may not provide an adequate remedy in the event of unauthorized use or disclosure of its proprietary technology or intellectual property rights. Lastly, the measures Corvex employs to limit the access and distribution of its proprietary information may not prevent unauthorized use or disclosure of its proprietary technology or intellectual property. As such, Corvex cannot guarantee that the steps taken by it will prevent infringement, violation, or misappropriation of its technology.

Corvex pursues the registration of its trademarks, service marks, patents, and domain names where applicable in the United States and in certain foreign jurisdictions. These processes are expensive and may not be successful in all jurisdictions or for every such application, and Corvex may not pursue such protections in all jurisdictions that may be relevant, for all its goods or services or in every class of goods and services in which it operates. As such, policing unauthorized use of its technology or platform is difficult. Additionally, Corvex may not be able to obtain, maintain, protect, exploit, defend, or enforce its intellectual property rights in every foreign jurisdiction in which it may operate. For example, effective trade secret protection may not be available in every country in which Corvex’s service is available or where it may have employees or independent contractors. Corvex currently owns no patents and thus relies on trade secret protection for its proprietary technology. The loss of trade secret protection could make it easier for third parties to compete with Corvex’s platform by copying functionality and trade secret protection does not prevent third parties from independently developing similar technology. Any changes in, or unexpected interpretations of, the trade secret and employment laws in any country in which Corvex may operate may compromise its ability to enforce its trade secret and intellectual property rights. In addition, Corvex believes that the protection of its trademark rights is an important factor in product recognition, protecting its brand and maintaining goodwill and if it does not adequately protect its rights in trademarks from infringement, any goodwill that it has developed in those trademarks could be lost or impaired, which could harm its brand and its business. The legal systems of certain countries do not favor the enforcement of trademarks, trade secrets, and other intellectual property and proprietary protection, which could make it difficult for it to stop the infringement, misappropriation, dilution, or other violation of its intellectual property or marketing of competing platforms, solutions, or services in violation of its intellectual property rights generally. Any changes in, or unexpected interpretations of, intellectual property laws may compromise its ability to enforce its intellectual property rights. If Corvex fails to maintain, protect and enhance its intellectual property rights, its business, operating results, financial condition, and prospects may be harmed.

In addition, defending Corvex’s intellectual property rights through litigation might entail significant expense. Such litigation could result in substantial costs and diversion of resources and could negatively affect Corvex’s business, operating results, financial condition, and prospects. If Corvex is unable to protect its proprietary rights, it could find itself at a competitive disadvantage to others who need not incur the additional expense, time, and effort required to create its platform and other innovative offerings that have enabled it to be successful to date. Moreover, Corvex may need to expend additional resources to defend its intellectual property rights in foreign countries, and its inability to do so could impair its business or adversely affect its international expansion.

Third parties may claim that Corvex’s platform infringes, misappropriates, or otherwise violates their intellectual property rights, and such claims could be time-consuming or costly to defend or settle, result in the loss of significant rights, or harm its relationships with its customers or reputation in the industry.

Third parties may in the future claim that Corvex’s current or future offerings infringe their intellectual property rights, and such claims may result in legal claims against Corvex, its third-party partners, and its customers. The likelihood that Corvex receives such claims (whether warranted or not) is expected to increase, particularly as a public company with an increased profile and visibility, as the level of competition in its market grows, as the functionality of its offerings overlaps with that of other cloud infrastructure companies, and as the volume of issued hardware and software patents and patent applications continues to increase. Corvex generally agrees in its customer and partner contracts to indemnify customers for certain expenses or liabilities they incur as a result of third-party intellectual property infringement claims associated with its platform. To the extent that any claim arises as a result of third-party technology Corvex has licensed for use in its platform, it may be unable to recover from the appropriate third party any expenses or other liabilities that it incurs.

Companies in the cloud infrastructure and technology industries, including some of Corvex’s current and potential competitors, may own large numbers of patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, patent holding companies, non-practicing entities, and other adverse patent owners that are not deterred by Corvex’s existing intellectual property protections may seek to assert patent claims against it. From time to time, third parties have invited Corvex to license their patents and may, in the future, assert patent, copyright, trademark, or other intellectual property rights against it, its third-party partners, or its customers. Corvex may in the future receive notices that claim it has misappropriated, misused, or infringed other parties’ intellectual property rights, and, to the extent it gains greater market visibility, it faces a higher risk of being the subject of intellectual property infringement claims.

There may be third-party intellectual property rights that cover significant aspects of Corvex’s technologies or business methods and assets. In the event that Corvex engages software engineers or other personnel who were previously engaged by competitors or other third parties, it may be subject to claims that those personnel inadvertently or deliberately incorporate proprietary technology of third parties into its platform or have improperly used or disclosed trade secrets or other proprietary information. Corvex may also in the future be subject to claims by its third-party partners, employees, or contractors asserting an ownership right in its intellectual property as a result of the work they performed on its behalf. In addition, Corvex may lose valuable intellectual property rights or personnel. A loss of key personnel or Corvex’s work product could hamper or prevent its ability to develop, market, and support potential offerings and platform enhancements, which could severely harm its business.

Any intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate, could divert its management’s attention and other resources, could damage Corvex’s brand and reputation, harm its customer relationships, and create liability for Corvex. These claims could also subject Corvex to significant liability for damages, potentially including treble damages if it is found to have willfully infringed patents or copyrights, and may require it to indemnify its customers for liabilities they incur as a result of such claims. These claims could also result in Corvex having to stop using technology found to be in violation of a third party’s rights. Corvex might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license were available, Corvex could be required to pay significant royalties, which would increase its operating expenses. Alternatively, Corvex could be required to develop alternative non-infringing technology, which could require significant time, effort, and expense, and may affect the performance or features of its platform. If Corvex cannot license or develop alternative non-infringing substitutes for any infringing technology used in any aspect of its business, it would be forced to limit or stop sales of its platform and may be unable to compete effectively. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of Corvex common stock. Any of these results would adversely affect Corvex’s business, operating results, financial condition, and prospects.

Corvex licenses technology from third parties for the development of its solutions, and its inability to maintain those licenses could harm its business.

Corvex currently incorporates, and will in the future incorporate, technology that it licenses from third parties, including software, into its offerings. If Corvex is unable to continue to use or license these technologies on reasonable terms, or maintain the requirements of its inbound license agreements, or if these technologies become unreliable, unavailable, or fail to operate properly, it may not be able to secure adequate alternatives in a timely manner or at all, and its ability to offer its solutions and remain competitive in its market would be harmed. Further, licensing technologies from third parties exposes Corvex to increased risk of being the subject of intellectual property infringement and vulnerabilities due to, among other things, its lower level of visibility into the development process with respect to such technology and the care taken to safeguard against risks. Corvex cannot be certain that its licensors do not or will not infringe on the intellectual property rights of third parties or that its licensors have or will have sufficient rights to the licensed intellectual property in all jurisdictions in which it may sell its platform. Some of Corvex’s agreements with its licensors may be terminated by them for convenience, or otherwise provide for a limited term. In addition, licensors may discontinue features or cease providing support

or updates, and Corvex may be unable to obtain needed support or maintenance. If access to licensed technology is discontinued or needed support becomes unavailable, Corvex could experience delays, outages, or reduced performance and may be unable to meet its own customer service obligations, which could result in credits, penalties, refunds, or termination rights under its customer contracts. If Corvex is unable to continue to license technology because of intellectual property infringement claims brought by third parties against its licensors or against it, or if it is unable to continue its license agreements or enter into new licenses on commercially reasonable terms, its ability to develop and sell its platform containing or dependent on that technology would be limited, and its business, including its financial condition, cash flows, and operating results could be harmed.

Additionally, if Corvex is unable to license technology from third parties, it may be forced to acquire or develop alternative technology, which it may be unable to do in a commercially feasible manner, or at all, and may require it to use alternative technology of lower quality or performance standards. This could limit or delay Corvex’s ability to offer new or competitive offerings and increase its costs. Third-party software Corvex relies on may be updated infrequently, unsupported, or subject to vulnerabilities that may not be resolved in a timely manner, any of which may expose its solutions to vulnerabilities. Any impairment of the technologies or of Corvex’s relationship with these third parties could harm its business, operating results, financial condition, and prospects.

Some of Corvex’s technology incorporates “open-source” software, and failure to comply with the terms of the underlying open-source software licenses could adversely affect its business, results of operations, financial condition, and prospects.

Corvex uses open-source software in its solutions and services and may continue to use open-source software in the future. Certain open-source licenses contain requirements that Corvex make available source code for modifications or derivative works it creates. If Corvex combines its proprietary software with open-source software in a certain manner, it could, under certain open-source licenses, be required to release the source code of its proprietary software to the public on unfavorable terms or at no cost. Any actual or claimed requirement to disclose Corvex’s proprietary source code or pay damages for breach of contract may allow its competitors to create similar products with lower development effort and time and, ultimately, could result in a loss of sales for it.

The use and distribution of open-source software may entail greater risks than the use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code, which they are not typically required to maintain and update, and they can change the license terms on which they offer the open-source software. Although Corvex believes that it has complied with its obligations under the applicable licenses for open-source software, it is possible that it may not be aware of all instances where open-source software has been incorporated into its proprietary software or used in connection with its solutions or its corresponding obligations under open-source. Corvex takes steps to monitor its use of open-source software in an effort both to comply with the terms of the applicable open-source licenses and to avoid subjecting its platform to conditions it does not intend, but there are risks associated with use of open-source software that cannot be eliminated and could negatively affect its business. Corvex relies on multiple software programmers to design its proprietary software and, while it takes steps to vet software before it is incorporated into its proprietary software and monitor the software incorporated into its proprietary software, it cannot be certain that its programmers have not incorporated open-source software into its proprietary software that it intends to maintain as confidential or that they will not do so in the future. In addition, the wide availability of source code used in Corvex’s offerings could expose it to security vulnerabilities. Such use, under certain circumstances, could materially adversely affect Corvex’s business, operating results, financial condition, and prospects, as well as its reputation, including if it is required to take remedial action that may divert resources away from its development efforts.

On occasion, companies that use open-source software have faced claims challenging their use of open-source software or compliance with open-source license terms. There is evolving legal precedent for interpreting the terms of certain open-source licenses, including the determination of which works are subject to the terms of such licenses. The terms of many open-source licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in ways that could impose unanticipated conditions or restrictions on Corvex’s ability to commercialize any offerings incorporating such software. Moreover, Corvex cannot ensure that its processes for controlling its use of open-source software in its platform will be effective. From time to time, Corvex may face claims from third parties asserting ownership of, or demanding release of, the open-source software or derivative works that it developed using such software (which could include its proprietary source code), or otherwise seeking

to enforce the terms of the applicable open-source license. These claims, regardless of validity, could result in time consuming and costly litigation, divert management’s time and attention away from developing the business, expose it to customer indemnity claims, or force it to disclose source code. Litigation could be costly for it to defend, result in paying damages, entering into unfavorable licenses, have a negative effect on Corvex’s business, operating results. financial condition, and prospects, or cause delays by requiring it to devote additional research and development resources to change its solution.

Risks Related to Legal and Regulatory Matters of Corvex

Corvex is subject to laws and regulations, including governmental export and import controls, sanctions, and anti-corruption laws, that could impair its ability to compete in its markets and subject it to liability if it is not in full compliance with applicable laws.

Corvex is subject to laws and regulations, including governmental export and import controls, that could subject it to liability or impair its ability to compete in its markets. Corvex’s platform and related technology are subject to U.S. export controls, including the U.S. Department of Commerce’s Export Administration Regulations (the “EAR”), and it and its employees, representatives, contractors, agents, intermediaries, and other third parties are also subject to various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control and other government agencies. Changes to sanctions and export or import restrictions in the jurisdictions in which Corvex operates could further impact its ability to do business in certain parts of the world and to do business with certain persons and entities, which could adversely affect its business, operating results, financial condition, and prospects. In particular, Corvex is continuing to monitor recent and forthcoming developments in export controls with respect to the semiconductor industry and their impact on its sourcing of equipment for its computing infrastructure. While Corvex has implemented certain procedures to facilitate compliance with applicable laws and regulations, it cannot ensure that these procedures are fully effective or that it, or third parties who it does not control, have complied with all laws or regulations in this regard. Failure by Corvex’s employees, representatives, contractors, partners, agents, intermediaries, or other third parties to comply with applicable laws and regulations also could have negative consequences to it, including reputational harm, government investigations, loss of export privileges and penalties. Changes in Corvex’s platform, and changes in or promulgation of new export and import regulations, may create delays in the introduction of its platform into international markets, prevent its customers with international operations from deploying its platform globally or, in some cases, prevent the export or import of its platform to certain countries, governments, or persons altogether. Any change in export or import regulations, economic sanctions, or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased sales of Corvex’s platform, solutions, and services, or in its decreased ability to export or sell its platform, to existing or potential customers with international operations. Any decreased sales of Corvex’s platform, solutions, and services or limitation on its ability to export or sell its platform would adversely affect its business, operating results, financial condition, and prospects.

Corvex is also subject to the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”) and other anti-corruption, sanctions, anti-bribery, anti-money laundering, and similar laws. Anti — corruption and anti-bribery laws, which have been enforced aggressively and are interpreted broadly, prohibit companies and their employees, agents, intermediaries, and other third parties from promising, authorizing, making, or offering improper payments or other benefits to government officials and others in the public, and in certain cases, private sector. Corvex cannot ensure that its policies and procedures to address compliance with FCPA and other anti-corruption, sanctions, anti-bribery, anti-money laundering, and similar laws will be effective, or that all of its employees, representatives, contractors, partners, agents, intermediaries, or other third parties have not taken, or will not take actions, in violation of its policies and applicable law, for which it may be ultimately held responsible. Noncompliance with these laws could subject it to investigations, severe criminal or civil sanctions, settlements, prosecution, loss of export privileges, suspension or debarment from government contracts, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, whistleblower complaints, adverse media coverage, and other consequences. Any investigations, actions, or sanctions could harm Corvex’s reputation, business, operating results, financial condition, and prospects.

Corvex’s service relies on hardware that features encryption and other security features. Encrypted hardware and components may be subject to heightened export classifications or other restrictions. Evolving interpretations of export controls applicable to such hardware could limit Corvex’s ability to deploy its service for certain customers and geographies, increase compliance costs, delay projects, and adversely affect its business, operating results, financial condition, and prospects.

Additionally, additions to international restricted country lists, sanctions programs or similar regulatory regimes may further limit Corvex’s ability to transact with certain customers, counterparties, or suppliers, require enhanced know-your-customer and end-user diligence, and result in the termination, suspension, or non-renewal of existing or prospective arrangements. Any failure to maintain effective sanctions, export control, and KYC screening and diligence procedures could result in investigations, penalties, reputational harm, and other adverse consequences. Corvex’s ability to conduct the requisite diligence and comply with export controls and other international regulatory frameworks may not keep pace with the growth of its operations and sales activities in international markets.

Corvex’s customer and counterparty diligence obligations may increase, and any failure to implement and maintain effective know-your-customer, anti-money laundering and sanctions compliance controls could adversely affect it.

As Corvex grows its customer base and expands into new geographies, it expects increased obligations to implement and maintain robust KYC, AML, and sanctions compliance programs, including customer onboarding, beneficial ownership verification, ongoing monitoring, and screening of customers, partners, and other counterparties. These obligations may be complex, costly, and time-consuming, and could delay or prevent new customer activations or expansion opportunities. Any actual or perceived deficiencies in Corvex’s KYC/AML or sanctions compliance controls, or failure by customers or partners to comply with applicable laws, could result in investigations, enforcement actions, penalties, contractual disputes, remediation costs, the loss of customers or partners, and reputational harm, and could adversely affect Corvex’s business, operating results, financial condition, and prospects.

Corvex is subject to laws, regulations, and industry requirements related to data privacy, data protection and information security across different markets where it conducts its business and such laws, regulations, and industry requirements are constantly evolving and changing. Any actual or perceived failure to comply with such laws, regulations, and industry requirements, or its privacy policies, could harm Corvex’s business.

Various local, state, federal, and international laws, directives, and regulations apply to Corvex’s collection, use, retention, protection, disclosure, transfer, and processing of personal information. These data protection and privacy laws and regulations are subject to uncertainty and continue to evolve in ways that could adversely impact Corvex’s business. These laws have a substantial impact on Corvex’s operations both in the United States and internationally and compliance with new and existing laws may result in significant costs due to implementation of new processes, which could ultimately hinder its ability to grow its business by extracting value from its data assets.

In the United States, state and federal lawmakers and regulatory authorities have increased their attention on the collection and use of user data. For example, the CCPA requires companies that hit certain broad revenue or data processing related thresholds to, among other things, provide new disclosures to California users, and affords such users privacy rights such as the ability to opt-out of certain processing of personal information and expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is collected, used, and shared. The CCPA provides for civil penalties for violations, as well as a private right of action for security breaches that may increase security breach litigation. In addition, other states have enacted laws that contain obligations similar to the CCPA that have taken effect or will take effect in coming years and many others continue to propose similar laws, or are considering proposing similar laws. For example, Virginia has enacted the Virginia Consumer Data Protection Act. Corvex cannot fully predict whether and to what extent it will be subject to these laws, which, with the exception of the CCPA, apply largely to companies that provide services directly to consumers. Accordingly, Corvex cannot predict the impact of recently proposed or enacted laws or regulations on its business or operations, but compliance may require it to modify its data processing practices and policies, incurring costs and expenses in the process. Further, to the extent multiple state-level laws are introduced with inconsistent or conflicting standards, it may require costly and difficult efforts to achieve compliance and maintain with such laws. Corvex’s failure or perceived failure to

comply with state or federal privacy laws or regulations passed in the future could have a material adverse effect on its business, including how it uses personal information, its business, operating results, financial condition, and prospects and could expose it to regulatory investigations or possible fines.

Additionally, many foreign countries and governmental bodies, including the European Union, United Kingdom, Canada, and other jurisdictions in which Corvex may operate or conducts its business, have laws and regulations concerning the collection, use, processing, storage, and deletion of personal data obtained from their residents or by businesses operating within their jurisdiction. These laws and regulations often are more restrictive than those in the United States. Such laws and regulations may require companies to implement new privacy and security policies, permit individuals to access, correct, and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, require that certain types of data be retained on local servers within these jurisdictions, and, in some cases, obtain individuals’ affirmative opt-in consent to collect and use personal information for certain purposes. The increased focus on data sovereignty and data localization requirements around the world could also impact Corvex’s business model with respect to the storage, management, and transfer of data.

The General Data Protection Regulation of the European Union (“E.U.”) and the United Kingdom (“U.K.”) (collectively, the “GDPR”), comprehensively regulate use of personal data, including cross-border transfers of personal data out of the European Economic Area (“EEA”) and the U.K. The GDPR imposes stringent privacy and data protection requirements and could increase the risk of non-compliance and the costs of providing Corvex’s services in a compliant manner. A breach of the GDPR could result in regulatory investigations, reputational damage, fines and sanctions, orders to cease or change Corvex’s processing of its data, enforcement notices, or assessment notices (for a compulsory audit). For example, if regulators assert that Corvex has failed to comply with the GDPR, it may be subject to fines. Since Corvex may be subject to the supervision of relevant data protection authorities under multiple legal regimes, it could be fined under those regimes independently in respect of the same breach. Corvex may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

The GDPR prohibits transfers of personal data from the EEA or U.K. to countries not formally deemed adequate by the European Commission or the U.K. Information Commission Office, respectively, including the United States, unless a particular compliance mechanism (and, if necessary, certain safeguards) is implemented. The mechanisms that Corvex and many other companies, including its customers, rely upon for European and U.K. data transfers (for example, Standard Contractual Clauses or the E.U.-U.S. Data Privacy Framework) are the subject of legal challenge, regulatory interpretation, and judicial decisions by the Court of Justice of the European Union. The suitability of Standard Contractual Clauses for data transfer in some scenarios has recently been the subject of legal challenge, and while the U.S. and the E.U. reached agreement on the E.U.-U.S. Data Privacy Framework (and similar agreements were reached with respect to the U.K.), there are legal challenges to that data transfer mechanism as well. Corvex expects the legal complexity and uncertainty regarding international personal data transfers to continue, and as the regulatory guidance and enforcement landscape in relation to data transfers continues to develop, it could suffer additional costs, complaints, and/or regulatory investigations or fines; it may have to stop using certain tools and vendors and make other operational changes; it may have to implement alternative data transfer mechanisms under the GDPR and/or take additional compliance and operational measures; and/or it could otherwise affect the manner in which it provides its services, and could adversely affect its business, operating results, financial condition, and prospects.

Corvex is also subject to evolving U.S. and international privacy laws governing cookies, tracking technologies, and e-marketing. In the United States, plaintiffs are increasingly making use of existing laws such as the California Invasion of Privacy Act to litigate use of tracking technologies. In the European Union, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem. In the European Union, informed consent, including a prohibition on pre-checked consents and a requirement to ensure separate consents for each cookie, is required for the placement of a non-essential cookie or similar technologies on a user’s device and for direct electronic marketing. As regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of Corvex’s marketing activities, divert the attention of its technology personnel, negatively impact its efforts to understand users, adversely affect its margins, increase costs, and subject it to additional liabilities.

There is a risk that as Corvex expands, it may assume liabilities for breaches experienced by the companies it acquires. Additionally, there are potentially inconsistent world-wide government regulations pertaining to data protection and privacy. Despite Corvex’s efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection, and information security, it is possible that its practices, offerings, or platform could fail, or be alleged to fail to meet applicable requirements. For instance, there are changes in the regulatory landscape relating to new and evolving technologies, such as generative AI. Changes to existing regulations, their interpretation or implementation, or new regulations could impede any potential use or development of AI Technologies, which could impair Corvex’s competitive position and result in an adverse effect on its business, operating results, financial condition, and prospects. Corvex’s failure, or the failure by its third-party providers or partners, to comply with applicable laws or regulations and to prevent unauthorized access to, or use or release of personal information, or the perception that any of the foregoing types of failure has occurred, even if unfounded, could subject it to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, severe criminal, or civil sanctions, damage its reputation, or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect Corvex’s business, operating results, financial condition, and prospects.

Corvex’s business is subject to a wide range of laws and regulations, and its failure to comply with those laws and regulations could harm its business.

Corvex’s business is subject to regulation by various federal, state, local, and foreign governmental agencies, including agencies responsible for monitoring and enforcing employment and labor laws, workplace safety and environmental laws, including those related to energy usage and energy efficiency requirements, privacy and data protection laws, AI, financial services laws, anti-bribery laws, sanctions, national security, import and export controls, anti-boycott, federal securities laws, and tax laws and regulations.

For example, government authorities have in the past sought to restrict data center development based on environmental considerations and have imposed moratoria on data center development, citing concerns about energy usage, requiring new data centers to meet energy efficiency requirements. Corvex may face higher costs from any laws requiring enhanced energy efficiency measures, changes to cooling systems, caps on energy usage, land use restrictions, limitations on back-up power sources, or other environmental requirements.

In certain foreign jurisdictions, these regulatory requirements may be more stringent than those in the United States. These laws and regulations are subject to change over time and thus Corvex must continue to monitor and dedicate resources to ensure continued compliance. In particular, the global AI regulatory environment continues to evolve as regulators and lawmakers have started proposing and adopting, or are currently considering, regulations and guidance specifically on the use of AI. Non-compliance with applicable regulations or requirements could subject Corvex to investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties, or injunctions and jail time for responsible employees and managers. If any governmental sanctions are imposed, or if Corvex does not prevail in any possible civil or criminal litigation, its business, operating results, financial condition, and prospects could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm Corvex’s business, operating results, financial condition, and prospects.

Corvex may become involved in litigation that may adversely affect it.

From time to time, Corvex may be subject to claims, suits, and other proceedings. Regardless of the outcome, legal proceedings can have an adverse impact on it because of legal costs and diversion of management attention and resources, and could cause it to incur significant expenses or liability, adversely affect its brand recognition, or require it to change its business practices. The expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change, and could adversely affect Corvex’s business, operating results, financial condition, and prospects. It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines, and penalties that would adversely affect Corvex’s business, financial condition, operating results, or cash flows in a particular period. These proceedings could also result in reputational harm, sanctions, consent decrees, or orders requiring a change in Corvex’s business practices. Because of the potential risks, expenses, and uncertainties of litigation, Corvex may, from time to time, settle disputes, even where it has meritorious claims or defenses, by agreeing to settlement agreements. Because litigation is inherently

unpredictable, Corvex cannot ensure that the results of any of these actions will not have a material adverse effect on its business, operating results, financial condition, and prospects. Any of these consequences could adversely affect Corvex’s business, operating results, financial condition, and prospects. Corvex’s status and visibility as a public company may also increase the frequency of non-meritorious lawsuits, demands, shareholder claims, or third-party complaints, which could be costly and divert management time regardless of outcome.

Risks Related to Financial and Accounting Matters of Corvex

Corvex has identified material weaknesses in its internal control over financial reporting. If Corvex’s remediation of such material weaknesses is not effective, or if it experiences additional material weaknesses in the future or otherwise fails to develop and maintain effective internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

Corvex is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the rules and regulations of the applicable listing standards of the Nasdaq. Corvex expects that the requirements of these rules and regulations will continue to increase its legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on its personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that Corvex maintain effective disclosure controls and procedures, and internal control, over financial reporting. Corvex is continuing to develop and refine its disclosure controls, internal control over financial reporting, and other procedures that are designed to ensure information required to be disclosed by it in its financial statements and in the reports that it will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in reports under the Exchange Act is accumulated and communicated to its principal executive and financial officers. In order to maintain and improve the effectiveness of Corvex’s internal controls and procedures, it has expended, and anticipates that it will continue to expend, significant resources, including accounting-related costs and significant management oversight.

Corvex is required to maintain internal control over financial reporting and to evaluate and determine the effectiveness of its internal control over financial reporting. Beginning with Corvex’s annual report on Form 10-K for the year ending December 31, 2027, it will be required to provide a management report on internal control over financial reporting, and it also expects its independent registered public accounting firm will be required to formally attest to the effectiveness of its internal control over financial reporting. Neither Corvex nor its independent registered public accounting firm were required to, and therefore did not, perform an evaluation of its internal control over financial reporting as of or for any period included in its financial statements, nor any period subsequent in accordance with the provisions of the Sarbanes-Oxley Act. However, while preparing the financial statements that are included in the Prospectus, Corvex identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in Corvex’s control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified pertained to the lack of designing and maintaining an effective control environment and related control activities, including appropriate segregation of duties and period-end close procedures, and its risk assessment and monitoring processes were not sufficiently robust to identify and remediate these deficiencies. Management plans to make improvements to Corvex’s control environment and business processes to support and scale with its growing operations, and expects that its remediation efforts will continue to take place in 2026, such as continuing to implement processes and controls to better manage and monitor its segregation of duties risks, including enhancing the usage of technology and tools for segregation of duties within Corvex’s systems, applications and tools, and continuing to expand its resources with the appropriate level of expertise within its accounting, finance, and operations functions.

Corvex may not be able to fully remediate these material weaknesses until these steps have been completed and the internal controls have been operating effectively for a sufficient period of time. This evaluation process, including testing the effectiveness of the remediation efforts, is expected to extend into 2026. Additionally, as stated above, Corvex has not performed an evaluation of its internal control over financial reporting; accordingly, it cannot ensure that it has identified all, or that it will not in the future have additional, material weaknesses. Material

weaknesses may still exist when Corvex reports on the effectiveness of its internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, beginning with its annual report on Form 10-K for the year ending December 31, 2027.

The process of designing and implementing internal control over financial reporting required to comply with the disclosure and attestation requirements of Section 404 of the Sarbanes-Oxley Act will be time consuming and costly. If during the evaluation and testing process Corvex identifies additional material weaknesses in its internal control over financial reporting or determine that existing material weaknesses have not been remediated, its management will be unable to assert that its internal control over financial reporting is effective. Even if Corvex’s management concludes that its internal control over financial reporting is effective, its independent registered public accounting firm may conclude that there are material weaknesses with respect to its internal control over financial reporting. If Corvex is unable to assert that its internal control over financial reporting is effective, or when required in the future, if its independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of its internal control over financial reporting, investors may lose confidence in the accuracy and completeness of its financial reports, the market price of its stock could be adversely affected and it could become subject to litigation or investigations by the stock exchange on which its securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

Further, as a public company, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could harm Corvex’s business, operating results, financial condition, and prospects.

Corvex will incur significant costs and management resources as a result of operating as a public company.

As a public company, Corvex will incur significant legal, accounting, compliance, and other expenses that it did not incur as a private company. Corvex’s management and other personnel dedicate a substantial amount of time and incur significant expense in connection with compliance initiatives. As a public company, Corvex will bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with its obligations under the U.S. securities laws.

In addition, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, and the related rules and regulations implemented by the SEC have increased legal and financial compliance costs and will make some compliance activities more time-consuming. Corvex has invested, and will continue to invest, resources to comply with evolving laws, regulations, and standards, and this investment has resulted, and will continue to result, in increased general and administrative expenses and may divert management’s time and attention from its other business activities. If Corvex’s efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against it, and its business may be harmed. In the future, it may be more expensive or more difficult for Corvex to obtain director and officer liability insurance, and it may be required to accept reduced coverage or incur substantially higher costs to obtain and maintain the same or similar coverage. These factors would also make it more difficult for Corvex to attract and retain qualified members of its board of directors, particularly to serve on its audit committee and compensation committee, and qualified executive officers.

Corvex could be subject to additional tax liabilities and United States federal and global income tax reform could adversely affect it.

Corvex is subject to U.S. federal, state, and local income taxes, sales, and other taxes in the United States and income taxes, withholding taxes, transaction taxes and other taxes in numerous foreign jurisdictions. Significant judgment is required in evaluating Corvex’s tax positions and its worldwide provision for income taxes. During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination is uncertain. In addition, Corvex’s future income tax obligations could be adversely affected by changes in, or interpretations of, tax laws in the United States or in other jurisdictions in which it operates.

For example, the United States tax law legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 significantly reformed the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), reducing U.S. federal tax rates, making sweeping changes to rules governing international business operations, and imposing significant additional limitations on tax benefits, including the deductibility of interest and the use of net operating

loss (“NOL”) carryforwards. On July 4, 2025, the legislation commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA amends key provisions of the tax code, including modifications to bonus depreciation, domestic research cost expensing, and the business interest expense limitation. While Corvex continues to evaluate the impact of these legislative changes, the impact on its business, results of operations and financial position remain uncertain and may change as additional guidance or interpretation by tax authorities becomes available.

Changes in tax laws, regulations and administrative practices at the federal, state or local level, including modifications to real property tax regimes, assessments and valuations, the availability or terms of tax incentives and abatements, could increase our effective tax rate or reduce or eliminate anticipated incentives. Local governments may increase assessments or alter abatement programs applicable to data center real property and to taxable personal property (such as servers and networking equipment), which could materially increase municipal property tax expense at specific facilities and adversely affect site selection decisions and projected returns. Any such changes could adversely affect site selection decisions, data center operating economics and projected returns, adversely affecting Corvex’s business, operating results, financial condition and prospects.

As Corvex’s operations continue to expand across multiple jurisdictions, the potential impact of such legislative and regulatory changes to the taxation of its activities could impact the tax treatment of its foreign earnings, increase its worldwide effective tax rate, increase the amount of taxes imposed on its business, and harm its financial position. Such changes may also apply retroactively to its historical operations and result in taxes greater than the amounts estimated and recorded in its financial statements.

Corvex’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited.

Corvex has U.S. federal and state NOL carryforwards that may be available to offset future taxable income for U.S. income tax purposes. Realization of these net operating loss carryforwards depends on Corvex’s future taxable income, and there is a risk that certain of its existing carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could adversely affect its business, operating results, financial condition, and prospects.

In addition, under Sections 382 and 383 of the Internal Revenue Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% cumulative change (by value) in ownership by “5 percent shareholders” over a rolling three-year period, the corporation’s ability to use its pre-change NOLs and other pre-change tax attributes, such as research and development credits, to offset its post-change income or taxes may be limited. Corvex has experienced, and may in the future experience, ownership changes as a result of shifts in its stock ownership. As a result, if Corvex earns net taxable income, its ability to use its pre-change U.S. NOL carryforwards and other tax attributes to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to it. In addition, Corvex may undergo additional ownership changes in the future, which could further limit its ability to use its NOLs and other pre-change tax attributes. Similar provisions of state tax law may also apply to limit Corvex’s use of accumulated state tax NOLs. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase Corvex’s state income tax liabilities. As a result of the foregoing, even if Corvex attains profitability, it may be unable to use all or a material portion of its net operating losses and other tax attributes, which could adversely affect its future cash flows.

Corvex could be required to collect additional sales, use, value added, digital services, or other similar taxes or be subject to other liabilities with respect to past or future sales, that may increase the costs its customers would have to pay for its solutions and adversely affect its business, operating results, financial condition, and prospects.

Corvex does not collect sales and use, value added, or similar taxes in all jurisdictions in which it has sales because it has determined in consultation with its advisors that its sales in certain jurisdictions are not subject to such taxes. Sales and use, value added, and similar tax laws and rates vary greatly by jurisdiction and the application of such laws is subject to uncertainty. As a result, state and local authorities may assert additional sales/use obligations for prior periods, which could result in assessments, interest, and penalties that may be significant relative to revenues in the affected jurisdictions. Jurisdictions in which it does not collect such taxes may assert that such taxes

apply to its sales and seek to impose incremental or new sales, use, value added, digital services, or assert other tax collection obligations on it, which could result in tax assessments, penalties, and interest, to it or its customers for past sales, and it may be required to collect such taxes in the future. If Corvex is unsuccessful in collecting such taxes from its customers, it could be held liable for such costs, which may adversely affect its operating results.

Further, an increasing number of U.S. states have considered or adopted laws that attempt to impose tax collection obligations on out-of-state companies. A successful assertion by one or more U.S. states requiring Corvex to collect taxes where it presently does not do so, or to collect more taxes in a jurisdiction in which it currently collects such taxes, could result in substantial liabilities, including taxes on past sales, as well as interest and penalties. Furthermore, certain jurisdictions, such as the U.K., France, and Canada, have enacted a digital services tax, which is generally a tax on gross revenue generated from users or customers located in those jurisdictions, and other jurisdictions are considering enacting similar laws. A successful assertion by a U.S. state or local government or a foreign jurisdiction that Corvex should have been or should be collecting additional sales, use, value added, digital services, or other similar taxes could, among other things, result in substantial tax payments, create significant administrative burdens for it, discourage potential customers from using its platform due to the incremental cost of any such sales or other related taxes, or otherwise harm its business.

If Corvex’s estimates or judgments relating to its critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, its operating results could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in Corvex’s consolidated financial statements and accompanying notes. Corvex bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, as discussed in the section titled “Corvex Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing Corvex’s consolidated financial statements include but are not limited to those related to the identification of performance obligations in revenue recognition, the valuation of stock-based awards, the valuation of derivatives and warrants, and accounting for leases, property and equipment, income taxes and variable interest entities. Corvex’s operating results may be adversely affected if its assumptions change or if actual circumstances differ from those in its assumptions, which could cause its operating results to fall below the expectations of industry or financial analysts and investors, resulting in a potential decline in the market price of its common stock.

Additionally, Corvex regularly monitors its compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to it. As a result of new standards, changes to existing standards, and changes in their interpretation, Corvex might be required to change its accounting policies, alter its operational policies, and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or it may be required to restate its published financial statements. Such changes to existing standards or changes in their interpretation may have an adverse effect on Corvex’s reputation, business, financial condition, and profit, or cause an adverse deviation from its revenue and operating profit target, which may adversely affect its financial results.

Corvex is exposed to fluctuations in currency exchange rates, which could negatively affect its business, operating results, financial condition, and prospects.

Corvex’s sales contracts are primarily denominated in U.S. dollars, and therefore a majority of its revenue is not subject to foreign currency risk. However, strengthening of the U.S. dollar increases the real cost of Corvex’s platform to its customers outside of the United States, which could lead to delays in the purchase of its platform and the lengthening of its sales cycle. If the U.S. dollar continues to strengthen, this could adversely affect Corvex’s business, operating results, financial condition, and prospects. In addition, increased international sales in the future, including through continued international expansion, could result in foreign currency denominated sales, which would increase Corvex’s foreign currency risk.

Risks Related to Corvex Generally

Adverse global macroeconomic conditions, geopolitical risks, or reduced spending on AI and machine learning or on cloud infrastructure could adversely affect Corvex’s business, operating results, financial condition, and prospects.

Corvex’s business depends on the overall demand for and adoption of AI and machine learning and cloud infrastructure and on the economic health of its current and prospective customers. In addition, the purchase of Corvex’s platform is often discretionary and may involve a significant commitment of capital and other resources. Weak global and regional economic conditions, including United States and global macroeconomic issues, actual or perceived global banking and finance related issues, domestic and foreign regulatory uncertainty, changes in trade policies, including the imposition of tariffs, trade controls and other trade barriers, labor shortages, supply chain disruptions, rising interest rates and inflation, spending environments, geopolitical instability, warfare and uncertainty, including the effects of the conflicts in the Middle East and Russia/Ukraine, and tensions between China and Taiwan, weak economic conditions in certain regions or a reduction in business spending, including spending on developing AI and machine learning capabilities and on cloud infrastructure, regardless of macroeconomic conditions, could adversely affect Corvex’s business, operating results, financial condition, and prospects, including resulting in longer sales cycles, a negative impact on its ability to attract and retain new customers, increase sales of its platform, or sell additional solutions and services to its existing customers, lower prices for its solutions and services, and slower or declining growth. Deterioration in economic conditions in any of the countries in which Corvex does business could also cause slower or impaired collections on accounts receivable, which may adversely impact its business, operating results, financial condition, and prospects.

Geopolitical risks, including those arising from trade tension and/or the imposition of trade tariffs, terrorist activity, or acts of civil or international hostility, are increasing. In particular, the imposition of tariffs, trade controls, border taxes, or other barriers to trade may directly or indirectly impact Corvex’s business, operating results, financial condition, prospects, and stock price. For example, the current U.S. presidential administration has pursued an aggressive policy of tariffs in 2025, including certain tariffs that have been temporarily suspended, on imported goods from most countries and select countries have announced retaliatory tariffs in response, contributing to volatility in the markets. The international trade and tariff landscape is highly volatile and tariffs rates are subject to frequent change and negotiation. There can be no assurance that Corvex will be able to mitigate the impacts of the foregoing or any future changes in global trade dynamics on its business. Similarly, the potential for military conflict between China and Taiwan could have negative impacts on the global economy, including by affecting the supply of semiconductors from Taiwan, contributing to higher energy prices and creating uncertainty in the global capital markets. While Corvex does not currently have employees or direct operations in Taiwan, its suppliers rely heavily on semiconductors supplied by Taiwan which are an important component of its platform and any reduction in that supply could materially disrupt its operations.

Corvex may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as war and regional geopolitical conflicts around the world, that could disrupt its business operations, and its business continuity and disaster recovery plans may not adequately protect it from a serious disaster.

Natural disasters or other catastrophic events may cause damage or disruption to Corvex’s operations, international commerce, and the global economy, and thus could have an adverse effect on it. Corvex’s business operations are also subject to interruption by fire, power shortages, flooding, and other events beyond its control. In addition, Corvex’s global operations expose it to risks associated with public health crises, such as pandemics and epidemics, which could harm its business and cause its operating results to suffer. Further, acts of war, armed conflict, terrorism and other geopolitical unrest, such as the conflicts in the Middle East and Russia/Ukraine and tensions between China and Taiwan, could cause disruptions in Corvex’s business or the businesses of its partners or the economy as a whole.

In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, cyberattack, or telecommunications failure experienced by Corvex or a critical third party vendor, Corvex may be unable to continue its operations and may endure system interruptions, reputational harm, delays in development of its platform, lengthy interruptions in service, breaches of data security, and loss of critical

data, all of which could have an adverse effect on its future operating results. Additionally, all the aforementioned risks will be further increased if Corvex does not implement an effective disaster recovery plan or its partners’ disaster recovery plans prove to be inadequate.

Environmental, social, and governance factors may impose additional costs and expose it to new risks.

Compliance with environmental, social and governance (“ESG”) regulations and policies may result in increased costs associated with operating our business. Further, there is particular focus on concerns relating to AI and its impact on the environment, including the power-intensive nature of the industry, high consumption of water, and reliance on critical minerals and rare elements. Compliance with recently adopted and potential upcoming ESG requirements may require the dedication of significant time and resources. Corvex’s failure to manage public sentiment and the legal landscape in these areas on a timely basis, or at all, could adversely affect its reputation, business, and financial performance.

The level of insurance coverage that Corvex purchases may prove to be inadequate, which could materially and adversely impact its business, financial condition, and results of operations.

Corvex purchases insurance policies intended to cover certain operational, governance, property, cyber and business interruption risks. Insurance may be unavailable, insufficient, or subject to significant exclusions and deductibles and may not cover all losses, including those arising from floods and other catastrophic events, prolonged outages, destruction of critical data center hardware, or cyber incidents. Insurance markets for data center and cyber risks have become more expensive and capacity-constrained. Any shortfall between insurance recoveries and actual losses could materially adversely affect Corvex’s business, operating results, financial condition, and prospects. Corvex’s ability to recover under its insurance policies is subject to the determinations of insurers, which may be adverse to Corvex and could limit or eliminate anticipated coverage. The scope of coverage under these policies can be difficult to ascertain with certainty in some cases, and certain losses may be excluded. Insurers may also dispute or deny claims based on policy interpretations or exclusions.

Corvex may determine that it is necessary to expand its insurance coverage to address evolving risks; however, additional coverage may be unavailable or only obtainable at rates or terms that are not commercially reasonable. If adequate insurance coverage cannot be obtained or if claims are denied, Corvex may be required to bear substantial losses directly, which could materially and adversely affect its business, financial condition, and results of operations.

Risks Related to Ownership of the Combined Company’s Common Stock

The market price of the combined company’s common stock may be volatile, and you could lose all or part of your investment.

Neither Corvex nor Movano can predict the prices at which the common stock of the combined company will trade. The market price of the combined company’s common stock will depend on a number of factors, including those described in this “Risk Factors” section, many of which are beyond the combined company’s control and may not be related to its operating performance. In addition, the limited public float of the combined company’s common stock will tend to increase the volatility of the trading price of its common stock. These fluctuations could cause you to lose all or part of your investment in the combined company’s common stock. Factors that could cause fluctuations in the market price of the combined company’s common stock include, but are not limited to, the following:

•        actual or anticipated changes or fluctuations in the combined company’s operating results;

•        the combined company’s incurrence of any indebtedness;

•        the combined company’s ability to produce timely and accurate financial statements;

•        the financial projections the combined company may provide to the public, any changes in these projections, or its failure to meet these projections;

•        announcements by the combined company or its competitors of new offerings or new or terminated significant contracts, commercial relationships, acquisitions, or capital commitments;

•        industry or financial analyst or investor reaction to the combined company’s press releases, other public announcements and filings with the SEC;

•        rumors and market speculation involving the combined company or other companies in its industry;

•        price and volume fluctuations in the overall stock market from time to time;

•        the overall performance of the stock market or technology companies;

•        the expiration of contractual lock up agreements and sales of shares of the combined company’s common stock by it or its stockholders;

•        failure of industry or financial analysts to initiate or maintain coverage of the combined company, changes in financial estimates by any analysts who follow its company, or its failure to meet these estimates or the expectations of investors;

•        actual or anticipated developments in the combined company’s business or its competitors’ businesses or the competitive landscape generally;

•        litigation or other proceedings involving Corvex, Movano, or the combined company or its industry, or investigations by regulators into its operations or those of its competitors;

•        developments or disputes concerning the combined company’s intellectual property rights or its solutions, or third-party proprietary rights;

•        new laws or regulations or new interpretations of existing laws or regulations applicable to the combined company’s business;

•        any major changes in the combined company’s management or its board of directors;

•        the global political, economic, and macroeconomic climate, including but not limited to, actual or perceived instability in the banking industry, potential uncertainty with respect to the federal debt ceiling and budget and potential government shutdowns related thereto, domestic and foreign regulatory uncertainty, changes in trade policies, including the imposition of tariffs, trade controls and other trade barriers, labor shortages, supply chain disruptions, potential recession, inflation, and rising interest rates;

•        other events or factors, including those resulting from war, armed conflict, including the conflicts in the Middle East and Ukraine and tensions between China and Taiwan, incidents of terrorism, or responses to these events; and

•        cybersecurity incidents.

In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies, particularly during the current period of global macroeconomic and geopolitical uncertainty. These economic, political, regulatory, and market conditions may negatively impact the market price of the combined company’s common stock, regardless of its actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market prices of a particular company’s securities, securities class action litigation has often been instituted against that company. Securities litigation, if instituted against the combined company, could result in substantial costs and divert its management’s attention and resources from its business. This could have an adverse effect on the combined company’s business, operating results, financial condition, and prospects.

Sales of substantial amounts of the combined company’s common stock in the public markets, or the perception that they might occur, could cause the market price of its common stock to decline.

Sales of a substantial number of shares of the combined company’s common stock into the public market, and particularly sales by its directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the market price of its common stock to decline.

In connection with the merger, the directors and officers of Movano and Corvex, as well as certain significant stockholders of Corvex, have agreed, subject to limited exceptions, not to transfer or otherwise dispose of shares of the combined company’s common stock (or securities convertible into common stock) for a period of 180 days after the effective time of the merger. As a result, for so long as the lock-up restrictions remain in effect, a substantial portion of the combined company’s outstanding common stock will be restricted from trading. The reduction in the available public float may limit the liquidity of the combined company’s common stock, increase the volatility of the trading price, and make it more difficult for investors to sell their shares at a desired time or price. Limited float can also exacerbate the impact of market or industry fluctuations and short-term trading dynamics on the price of the combined company’s common stock.

Upon expiration of the lock-up period, a significant number of additional shares may become eligible for sale in the public market. If the locked up parties sell substantial amounts of the combined company’s common stock in the public market after the lock-up restrictions expire, or if the market perceives that such sales could occur, the market price of the combined company’s common stock could decline materially.

Furthermore, because a meaningful portion of the combined company’s outstanding shares will be held by insiders and significant stockholders subject to lock-up restrictions, the interests of such holders with respect to the timing of sales or hedging transactions following the lock-up expiration may not be aligned with those of other stockholders. Any overhang created by the impending availability of a substantial number of shares for sale, combined with actual or anticipated sales after the lock-up period expires, could adversely affect the market price of the combined company’s common stock and its ability to raise additional capital through equity offerings on acceptable terms. Sales of a substantial number of such shares, or the perception that such sales may occur, could cause the combined company’s market price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.

The combined company may also issue its shares of common stock or securities convertible into shares of its common stock from time to time in connection with a financing, acquisition, investment, or otherwise. Any further issuance could result in substantial dilution to its existing stockholders and cause the market price of its common stock to decline.

If financial analysts issue inaccurate or unfavorable research regarding, or do not or cease to cover, the combined company’s common stock, its stock price and trading volume could decline.

The trading market for the combined company’s common stock will be influenced by the research and reports that financial analysts publish about it, its business, its market and its competitors. The combined company will not control these analysts or the content and opinions included in their reports. As a new public company, the analysts who publish information about the combined company’s common stock will have had relatively little experience with its business, which could affect their ability to accurately forecast its results and make it more likely that it fails to meet their estimates. If any of the analysts who cover the combined company issues an inaccurate or unfavorable opinion regarding its stock price, its stock price would likely decline. In addition, the stock prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If the combined company’s financial results fail to meet, or significantly exceed, its announced guidance, if any, or the expectations of analysts or public investors, analysts could downgrade its common stock or publish unfavorable research about it. If one or more of these analysts cease coverage of the combined company’s common stock or fail to publish reports on it regularly, its visibility in the financial markets could decrease, which in turn could cause its stock price or trading volume to decline.

The combined company does not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in the price of its common stock.

The combined company intends to retain all available funds and any future earnings for use in the operation of its business and does not anticipate paying any dividends on its capital stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of the combined company’s board of directors and will depend on its financial condition, operating results, capital requirements, general business conditions,

restrictions in its debt instruments and other factors that its board of directors may deem relevant. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Provisions in the combined company’s anticipated charter documents and under Delaware law could make an acquisition of its company, which may be beneficial to its stockholders, more difficult and may limit attempts by its stockholders to replace or remove its current management and members of its board of directors.

Provisions that will be in the combined company’s amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a merger, acquisition or other change of control of its company that the stockholders may consider favorable. In addition, because the combined company’s board of directors is responsible for appointing the members of its management team, these provisions may frustrate or prevent any attempts by its stockholders to replace or remove its current management by making it more difficult for stockholders to replace members of its board of directors. Among other things, the combined company’s amended and restated certificate of incorporation and amended and restated bylaws will include provisions that:

•        provide that the combined company’s board of directors is classified into three classes of directors with staggered three-year terms;

•        permit the combined company’s board of directors to establish the number of directors and fill any vacancies and newly created directorships;

•        require supermajority voting to amend some provisions in the combined company’s amended and restated certificate of incorporation and amended and restated bylaws;

•        authorize the issuance of “blank check” preferred stock that the combined company’s board of directors could use to implement a stockholder rights plan;

•        provide that only the majority of the combined company’s board of directors, the chair of the board of directors or each of the Chief Executive Officers may call a special meeting of stockholders;

•        eliminate the ability of stockholders to call special meetings of stockholders;

•        do not provide for cumulative voting;

•        because the combined company’s board is classified, provide that directors may only be removed by the board of directors, with or without cause;

•        prohibit stockholder action by written consent, requiring all stockholder actions to be taken at a duly called meeting of stockholders;

•        provide that the combined company’s board of directors is expressly authorized to adopt, amend or repeal the bylaws, and that stockholder amendments to the bylaws require a supermajority vote;

•        establish advance notice requirements for nominations for election to the combined company’s board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings; and

•        designate exclusive forums for certain stockholder litigation.

Moreover, Section 203 of the DGCL, may discourage, delay, or prevent a change in control of the combined company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between the combined company and holders of 15% or more of its common stock.

The combined company’s amended and restated certificate of incorporation will contain exclusive forum provisions for certain claims, which may limit its stockholders’ ability to obtain a favorable judicial forum for disputes with it or its directors, officers, or employees.

The combined company’s amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, will be the exclusive forum for any derivative action or proceeding brought on its behalf, any action asserting a breach of fiduciary duty, any action

asserting a claim against it arising pursuant to the DGCL, its amended and restated certificate of incorporation, or its amended and restated bylaws, or any action asserting a claim against it that is governed by the internal affairs doctrine or asserting an “internal corporate claim” as defined in the DGCL.

Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The combined company’s amended and restated certificate of incorporation provides that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (“Federal Forum Provision”). While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by Corvex’s stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, the Federal Forum Provision applies to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by the combined company’s stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.

Stockholders of the combined company will not be deemed to have waived its compliance with the federal securities laws and the regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of the combined company’s securities shall be deemed to have notice of and consented to its exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum of their choosing for disputes with the combined company or its directors, officers, or employees, which may discourage lawsuits against it and its directors, officers, and employees. Alternatively, if a court were to find the choice of forum provision contained in the combined company’s amended and restated bylaws to be inapplicable or unenforceable in an action, it may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results, financial condition, and prospects.

The combined company could be subject to securities class action litigation.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could adversely affect the combined company’s business, operating results, or financial condition. Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause it to opt for lower overall policy limits and coverage or to forgo insurance that it may otherwise rely on to cover significant defense costs, settlements, and damages awarded to plaintiffs, or incur substantially higher costs to maintain the same or similar coverage. These factors could make it more difficult for the combined company to attract and retain qualified executive officers and members of its board of directors.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus contain forward-looking statements within the meaning of the federal securities laws in relation to Movano, Corvex, the merger and the other proposed transactions contemplated thereby. These forward-looking statements are based on current expectations and beliefs and involve risks and uncertainties that could cause actual results to differ materially from expectations. You can identify forward-looking statements by the use of forward-looking terminology including “anticipates,” “believes,” “continue,” “could,” “design,” “estimates,” “expects,” “intends,” “may,” “plans,” “potentially,” “predict,” “pro forma” “seeks,” “should,” “will” or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting Movano, Corvex or the proposed transaction will be those that have been anticipated.

All statements other than statements of historical fact are statements that could be deemed forward-looking statements. For example, forward-looking statements include any statements of the plans, strategies and objectives of management for future operations, projections, forecasts, the anticipated timing of filings, proposed new products or developments or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements may also include any statements of the plans, strategies and objectives of management with respect to the approval and the closing of the merger, Movano’s ability to solicit a sufficient number of proxies to approve the merger and other matters related to the closing of the merger.

Important factors that could cause actual results and conditions to differ materially from those indicated in the forward-looking statements include, among others, the following:

•        the risk that the conditions to the closing of the merger or the proposed transactions are not satisfied, including the failure to timely obtain approval of the proposed merger from both Movano’s and Corvex stockholders, if at all;

•        uncertainties as to the timing of the consummation of the merger and the proposed transactions and the ability of each of Movano and Corvex to consummate the proposed transactions;

•        uncertainties as to the timing of the consummation of any Movano legacy asset sale and uncertainties as to whether Movano’s stockholders will receive any proceeds from the sale of any Movano legacy asset sale;

•        risks related to the outstanding indebtedness under the Loan Agreement and Movano’s ability to satisfy its obligations thereunder;

•        risks related to Movano’s continued listing on Nasdaq until closing of the merger and the proposed transactions and the combined company’s ability to remain listed following the closing;

•        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 Movano’s and Corvex’s ability to correctly estimate their respective operating expenses and their respective expenses associated with the merger and the proposed transactions, as well as uncertainties regarding the impact that any delay in the closing would have on the anticipated cash resources of the combined company, and other events and unanticipated spending and costs that could reduce the combined company’s cash resources;

•        the risk that as a result of adjustments to the exchange ratio, Movano stockholders and Corvex stockholders could own more or less of the combined company than is currently anticipated;

•        risks related to the market price of Movano’s common stock relative to the value suggested by the exchange ratio;

•        risks related to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the merger and the proposed transactions;

•        changes in legislative, regulatory, political and economic developments beyond the parties’ control;

•        the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement;

•        the risk that the Merger Agreement may be terminated in circumstances that require Movano to pay a termination fee;

•        the effect of the announcement or pendency of the merger on Movano’s or Corvex’s business relationships, operating results and business generally;

•        risk of involvement in litigation, including securities class action litigation, that could divert the attention of the management of Movano or the combined company, harm the combined company’s business and may not be sufficient for insurance coverage to cover all costs and damages;

•        expectations regarding the strategies, prospects, plans, expectations and objectives of management of Movano or Corvex for future operations of the combined company following the closing;

•        the fact that under the terms of the Merger Agreement, Movano is restrained from soliciting other acquisition proposals during the pendency of the merger, except in certain circumstances;

•        success in attracting and retaining Movano’s and Corvex’s officers, directors and key employees and other highly qualified personnel;

•        the ability of Movano, Corvex or the combined company to protect their respective intellectual property rights;

•        developments and projections relating to the combined company’s competitors or industry; and

•        expectations concerning Movano’s or Corvex’s relationships and actions with third parties.

You should not rely upon forward-looking statements as predictions of future events. Neither Movano nor Corvex can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur.

For a discussion of the factors that may cause Movano, Corvex or the combined company’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied in such forward-looking statements, or for a discussion of risks associated with the ability of Movano and Corvex to complete the merger and the effect of the merger on the business of Movano, Corvex and the combined company, see the sections titled “Risk Factors” and “Where You Can Find More Information” in this proxy statement/prospectus.

If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, the results of Movano, Corvex or the combined company could differ materially from the forward-looking statements. All forward-looking statements in this proxy statement/prospectus speak only as of the date on which the statements were made. Neither Movano nor Corvex undertakes any obligation to update any forward-looking statements for any reason after the date of this proxy statement/prospectus or to conform these statements to actual results or to changes in expectations, even if new information becomes available in the future, unless required by law.

THE SPECIAL MEETING OF MOVANO STOCKHOLDERS

Date, Time and Place

The special meeting of Movano stockholders will be held on            , 2026, at 9:00 a.m., Pacific Time, unless postponed or adjourned to a later date. Movano stockholders will be able to attend and participate in the Movano special meeting online by visiting            . Movano is sending this proxy statement/prospectus to its stockholders in connection with the solicitation of proxies by the Movano Board for use at the Movano special meeting and any adjournments or postponements of the special meeting. This proxy statement/prospectus will be furnished to stockholders of Movano on or about            , 2026.

Purposes of the Movano Special Meeting

The purposes of the Movano special meeting are:

1.      To approve (i) the issuance of shares of Movano common stock, which will represent more than 20% of the shares of Movano common stock outstanding immediately prior to the merger, to stockholders of Corvex, pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus, and pursuant to Nasdaq Listing Rule 5635(a) and (ii) the change of control of Movano resulting from the merger pursuant to Nasdaq Listing Rule 5635(b);

2.      To approve the 2026 Plan (as defined in the accompanying proxy statement/prospectus), which is the combined company’s 2026 Equity Incentive Plan, in the form attached as Annex D to the accompanying proxy statement/prospectus, which will become effective as of and contingent on the completion of the merger;

3.      To approve the 2026 ESPP (as defined in the accompanying proxy statement/prospectus), which is the combined company’s 2026 Employee Stock Purchase Plan, in the form attached as Annex E to the accompanying proxy statement/prospectus, which will become effective as of and contingent on the completion of the merger; and

4.      To approve an adjournment of the Movano special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal.

Recommendation of the Movano Board

•        The Movano Board has determined and believes that the issuance of shares of Movano common stock pursuant to the Merger Agreement is in the best interests of Movano and its stockholders and has approved such items. The Movano Board unanimously recommends that Movano stockholders vote “FOR” the Stock Issuance Proposal as described in this proxy statement/prospectus.

•        The Movano Board has determined and believes that it is advisable to, and in the best interests of, Movano and its stockholders to approve the 2026 Plan. The Movano Board unanimously recommends that Movano stockholders vote “FOR” the 2026 Plan Proposal as described in this proxy statement/prospectus.

•        The Movano Board has determined and believes that it is advisable to, and in the best interests of, Movano and its stockholders to approve the 2026 ESPP. The Movano Board unanimously recommends that Movano stockholders vote “FOR” the 2026 ESPP Proposal as described in this proxy statement/prospectus.

•        The Movano Board has determined and believes that it is advisable to, and in the best interests of, Movano and its stockholders to approve an adjournment of the Movano special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal. The Movano Board unanimously recommends that Movano stockholders vote “FOR” the Adjournment Proposal as described in this proxy statement/prospectus.

Record Date and Voting Power

The Movano Board set            ,            as the record date for determining the holders of shares of the Movano common stock and Series A Preferred Stock entitled to notice of and to vote at the special meeting. Holders of record of shares of the Movano common stock and Series A Preferred Stock as of the close of business on the record date will be entitled to notice of and to vote at the special meeting. At the close of business on the record date, there were (i)            shares of Movano common stock issued and outstanding and entitled to vote and (ii)            shares of Movano Series A Preferred Stock issued and outstanding and entitled to vote. Each share of Movano common stock is entitled to one vote on any matter presented to stockholders at the special meeting. Each share of Movano Series A Preferred Stock is entitled to a number of votes equal to the number of shares of Movano common stock into which such Series A Preferred Stock would be convertible into, subject to certain beneficial ownership limitations set forth in the certificate of designations for the Series A Preferred Stock. As of the record date, the Series A Preferred Stock were convertible into            shares of common stock.

Voting and Revocation of Proxies

The proxy accompanying this proxy statement/prospectus is solicited on behalf of the Movano Board for use at the Movano special meeting.

If you are a stockholder of record of Movano as of the record date referred to above, you may vote in person at the Movano special meeting or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the Movano special meeting, Movano urges you to vote by proxy to ensure your vote is counted. You may still attend the Movano special meeting and vote in person if you have already voted by proxy. As a stockholder of record you are entitled:

•        to vote in person, come to the Movano special meeting and Movano will give you a ballot when you arrive.

•        to vote using the proxy card, simply mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided. If you return your signed proxy card to Movano before the Movano special meeting, Movano will vote your shares as you direct.

•        to vote on the Internet, go to the website on the proxy card or voting instruction form to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by 11:59 p.m. Eastern Time on            , 2026 to be counted.

If your Movano shares are held by your broker as your nominee, that is, in “street name,” the enclosed voting instruction card is sent by the institution that holds your shares. Please follow the instructions included on that proxy card regarding how to instruct your broker to vote your Movano shares. If you do not give instructions to your broker, your broker can vote your Movano shares with respect to “discretionary” items but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under Nasdaq rules on which your broker may vote shares held in “street name” in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the Movano shares will be treated as broker non-votes. All Movano Stockholder Proposals will be non-discretionary items.

All properly executed proxies that are not revoked will be voted at the Movano special meeting and at any adjournments or postponements of the Movano special meeting in accordance with the instructions contained in the proxy. If a holder of Movano common stock executes and returns a proxy and does not specify otherwise, the shares represented by that proxy will be voted:

•        “FOR” the Stock Issuance Approval to approve the issuance of shares of Movano common stock pursuant to the Merger Agreement;

•        “FOR” the 2026 Plan Proposal to approve the 2026 Plan.

•        “FOR” the 2026 ESPP Proposal to approve the 2026 ESPP.

•        “FOR” the Adjournment Proposal to approve an adjournment of the Movano special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal.

Movano stockholders of record, other than those Movano stockholders who have executed support agreements, may change their vote at any time before their proxy is voted at the Movano special meeting in one of four ways.

•        You may submit another properly completed proxy with a later date by mail or via the internet.

•        You can provide your proxy instructions via telephone at a later date.

•        You may send a notice that you are revoking your proxy over the internet, following the instructions provided on the proxy card.

•        You may attend the Movano special meeting online. Upon entry of your 16-digit control number which is included on your proxy card or on the instructions that accompanied your proxy materials. The control number is designed to verify your identity and allow you to vote your shares of Movano common stock at the Movano special meeting or to vote by proxy prior to the Movano special meeting. If you attend the Movano special meeting and vote via the Internet, your vote will revoke any proxy that you have previously submitted. Simply attending the Movano special meeting will not, by itself, revoke your proxy.

If a Movano stockholder who owns shares of Movano common stock in “street name” has instructed a broker to vote its shares of Movano common stock, the stockholder must follow directions received from its broker to change those instructions.

Required Vote

The presence at the Movano special meeting of the holders of a majority of the shares of Movano common stock outstanding and entitled to vote at the Movano special meeting is necessary to constitute a quorum at the meeting. Abstentions and broker non-votes will be counted towards a quorum.

The Stock Issuance Proposal is a condition to the completion of the merger. The issuance of Movano common stock in connection with the merger and the change of control of Movano resulting from the merger will not take place unless the Stock Issuance Proposal is approved by the majority of the votes cast and the merger is consummated. In addition to the requirement of obtaining the approval of the majority of the votes cast of the Stock Issuance Proposal, the closing of the merger is subject to the satisfaction or waiver of each of the closing conditions set forth in the Merger Agreement. For a more complete description of the closing conditions under the Merger Agreement, please see the section titled “The Merger Agreement — Conditions to the Closing of the Merger.”

If the Merger is not consummated, the 2026 Plan Proposal and the 2026 ESPP Proposal will be automatically withdrawn. Except as stated above, no Movano Proposal is contingent upon any other Movano Proposal.

As of December 5, 2025, Movano directors, executive officers and their affiliates owned approximately 5.7% of the outstanding shares of Movano common stock entitled to vote at the Movano special meeting (such shares representing approximately 5.1% of the voting power of the outstanding Movano common stock and Series A Preferred Stock, voting together as a single class, and, with respect to the Series A Preferred Stock, on an as-converted basis on December 5, 2025). As of December 5, 2025, all directors, officers and certain stockholders of Movano representing approximately 17.5% of the outstanding shares of Movano common stock and approximately 15.8% of the voting power of the outstanding Movano common stock and Series A Preferred Stock (voting together as a single class, and, with respect to the Series A Preferred Stock, on an as-converted basis) have entered into support agreements in connection with the merger to vote all shares of Movano common stock owned by them as of the record date in favor of the issuance of shares of Movano common stock in the merger pursuant to the Merger Agreement.

Solicitation of Proxies

Movano is paying the cost of soliciting proxies and will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to stockholders and obtaining their votes. In addition to soliciting the proxies by mail, certain of Movano’s directors, officers and regular employees, without compensation, may solicit proxies personally or by telephone, facsimile and email.

THE MERGER

This section and the section titled “The Merger Agreement” in this proxy statement/prospectus describe the material aspects of the merger, including the Merger Agreement. While Movano and Corvex believe that this description covers the material terms of the merger and the Merger Agreement, it may not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus for a more complete understanding of the merger and the Merger Agreement, including the Merger Agreement attached as Annex A and the other documents to which you are referred herein. See the section titled “Where You Can Find More Information” in this proxy statement/prospectus.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation between or among members of the Movano Board, members of Movano’s management, Movano’s advisors and representatives, or other parties, including Corvex and its respective advisors and representatives.

Following completion of a $24.2 million common stock and warrants financing in April 2024, which included an investment from a tier-one multi-billion dollar medical device company (the “Strategic Partner”), Movano focused primarily on obtaining FDA approval for its EvieMED Ring, which was expected to enable Movano to pursue significant commercial opportunities in the business-to-business channel, and leveraging success in these efforts to secure additional needed capital.

In August 2024, Movano engaged JonesTrading Institutional Services LLC (“JonesTrading”) as its financial advisor for a potential capital raise with new institutional investors. Movano received FDA approval for the EvieMED Ring in November 2024 and worked with JonesTrading to leverage this achievement to secure a capital raise with institutional investors from late December 2024 through early 2025. However, due to the Strategic Partner making an investment in a competitor and declining to provide any further funding to Movano and a poor environment in the capital markets, in general, Movano had not been able to complete an institutional round of financing by the early part of March 2025. In March 2025, Movano engaged Lake Street Capital Markets along with JonesTrading to pursue a public offering of equity securities and on March 17, 2025, Movano confidentially submitted to the SEC draft registration statement on Form S-1 for a potential public offering of its common stock. By late March 2025, Movano determined these efforts were not going to succeed and terminated these engagements.

In March 2025, Movano engaged The Benchmark Company LLC as placement agent for a potential secured convertible note financing and began discussions with Movano’s largest investor Peter Appel (“Party A”), with regard to terms.

On March 31, 2025, Movano had $4.4 million in cash and cash equivalents, $2.5 million in accounts payable and $7.8 million of total assets. On April 2, 2025, to conserve cash the Company initiated a reduction in force covering a total of 12 employees.

During March and April 2025 Movano continued discussions with Party A and The Benchmark Company with respect to terms of the potential secured convertible note financing. By late April 2025, the Movano Board determined to abandon the potential financing due to the short-term nature of the proposed financing and the significant dilution that it would have represented to existing stockholders.

In April 2025, Movano initiated a confidential process to explore strategic alternatives including a sale, merger or similar transaction to maximize stockholder value and had initial discussions regarding a potential transaction with multiple parties including the Strategic Partner.

During April and May 2025, the Strategic Partner conducted significant due diligence before ultimately declining to submit a proposal.

To conserve cash, in early May 2025, a total of eight Movano employees, including the entire executive management team, and all non-employee directors volunteered to accept restricted stock units in lieu of their salaries and any other cash compensation for the periods from May 1, 2025 to June 30, 2025 and from October 1, 2024 and June 30, 2025, respectively.

On May 14, 2025, Movano engaged Aquilo Partners as its advisor for a potential sale or other strategic transaction.

On May 15, 2025, Movano filed a Current Report on Form 8-K to report that it had initiated a process to explore strategic alternatives, including a sale, merger or similar transaction to maximize stockholder value and that it had engaged Aquilo Partners as its financial advisor and K&L Gates as its legal counsel.

From May 14, 2025 through June 4, 2025, Aquilo Partners contacted a total of 47 potential strategic acquirers. Of these parties, 12 signed new non-disclosure agreements and conducted some level of due diligence and eight took meetings. All such parties received non-confidential information pursuant to the new non-disclosure agreements or pre-existing non-disclosure agreements with Movano.

Beginning in late-May 2025, Movano also began exploring potential digital asset treasury (“DAT”) and reverse merger transactions. As part of this process, from late-May 2025 through September 2025, Movano entered into non-exclusive engagement letters with a total of five different investment banks, including Chardan Capital Markets LLC (“Chardan”) and had meetings with five potential DAT counterparties and two potential reverse merger counterparties, including Corvex, Inc.

On May 29, 2025, Movano received a non-binding offer from Party B, a privately held healthcare technology company, to acquire Movano for upfront cash consideration of $4.0 million and potential additional cash consideration totaling $5.0 million based on achievement of certain milestones (which offer represented upfront consideration per share equal to approximately $4.00 and maximum potential additional contingent consideration per share of approximately $5.00). In this proposal, Party B offered to make a $500,000 secured bridge loan to Movano.

On June 4, 2025, the Movano Board held a meeting at which representatives of Aquilo Partners and K&L Gates were present. The Movano Board discussed, among other things, the status of strategic and financing discussions to date, how Movano should respond to the initial proposal received from Party B, as well as Movano’s cash runway, and a potential wind down of business operations if Movano were unable to identify a strategic transaction.

In response to a counter proposal from Movano, on June 13, 2025, Party B submitted a revised non-binding offer to acquire Movano for upfront cash consideration of $5.0 million and potential additional cash consideration totaling $16.0 million based on achievement of certain product development and regulatory milestones (which offer represented upfront consideration per share equal to approximately $5.00 and maximum potential additional contingent consideration per share of approximately $16.00). In this proposal, Party B also offered to make a $500,000 secured bridge loan to Movano.

On June 18, 2025, the Movano Board held a meeting at which representatives of Aquilo Partners and K&L Gates were present. The Movano Board discussed, among other things, the status of strategic and financing discussions to date, how Movano should respond to the revised proposal received from Party B, as well as the potential to create value for stockholders via a non-conventional transaction like a reverse merger or DAT transaction. Management also reported on Movano’s cash position and near-term cash flow forecast. The Movano Board directed management to continue to pursue a potential sale transaction with Party B as well as other strategic transactions, including non-conventional transactions such as a reverse merger or DAT transaction.

During June 2025, Aquilo Partners continued its efforts to secure a potential sale or other strategic transaction, but by July 2025, the only party that continued to have interest in a potential acquisition was Party B.

On June 30, 2025, Movano had $2.1 million in cash and cash equivalents, $2.8 million in accounts payable and $5.7 million of total assets.

To conserve cash, in early July 2025, a total of eight Movano employees, including the entire executive management team, and all non-employee directors volunteered to accept restricted stock units in lieu of cash compensation for the period from July 1, 2025 to September 30, 2025.

On July 7, 2025, Movano received a written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that because the closing bid price for the Company’s common stock has fallen below $1.00 per share for 30 consecutive trading days, it was no longer in compliance with the $1.00 minimum bid price requirement

set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”), and because it had not yet filed its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, it was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”), which requires Nasdaq-listed companies to timely file all periodic financial reports. The Notice stated that Movano’s securities would be suspended from trading and delisted, unless it requested an appeal of such determination (the “Delisting Determination”) to Nasdaq’s Hearings Panel (the “Panel”) by July 14, 2025. Movano timely submitted a request for an appeal of such determination.

In response to a counter proposal from Movano, on July 14, 2025, Party B submitted a revised non-binding offer to acquire Movano for upfront cash consideration of $7.5 million and potential additional cash consideration totaling $16.5 million based on achievement of certain product development and regulatory milestones (which offer represented upfront consideration per share equal to approximately $7.50 and maximum potential additional contingent consideration per share of approximately $16.50). In this proposal, Party B also offered to make a $1.5 million secured bridge loan to Movano.

During July 2025, Movano began discussions with Party A regarding a potential secured bridge note financing on similar terms as the transaction proposed by Party B. On August 6, 2025, Movano entered into the Loan Agreement and related security agreement with an affiliate of Party A pursuant to which Movano received $1.5 million of financing. Given Movano’s limited resources and significant risk profile, the terms of the Bridge Financing included (i) a 90 day term, (ii) a lien covering substantially all of Movano’s assets and (iii) a potential $3.0 million repayment premium that would be payable unless Movano was able to complete a sale transaction, DAT transaction or reverse merger transaction satisfying certain minimum terms.

During August 2025 and September 2025, Movano continued its discussions with Party B regarding a proposed acquisition transaction. On August 12, 2025, Party B submitted a revised non-binding offer to acquire Movano for upfront cash consideration of $10.0 million (which offer represented upfront consideration per share equal to approximately $10.00). In this proposal, Party B also offered to make a $1.5 million secured bridge loan to Movano.

On August 13, 2025, the Movano Board held a meeting at which representatives of Aquilo Partners and K&L Gates were present. The Movano Board discussed, among other things, the status of strategic discussions to date and how Movano should respond to the revised proposal received from Party B. Over the next several days, Movano and Party B engaged in further negotiations over the terms of a strategic transaction between the parties.

On August 14, 2025, Movano provided a counteroffer to Party B that contemplated an upfront cash consideration of $16.0 million (which offer represented upfront consideration per share equal to approximately $16.00). Discussions continued between Party B and Movano over the next month as the parties disagreed about the terms of the proposal and the form and timing of the consideration.

On August 19, 2025, Movano appealed the Delisting Determination at a hearing with the Panel during which Movano submitted a plan to regain compliance with the Filing Requirement and the Bid Price Requirement.

During August 2025, representatives of Corvex and representatives of Chardan began exploring a potential strategic transaction that would result in Corvex becoming publicly listed on a U.S. exchange. On August 26, 2025, representatives of Chardan began discussing with representatives of Corvex potential engagement terms pursuant to which Chardan would serve as Corvex’s financial advisor in connection with one or more transactions that would result in Corvex becoming publicly listed on the New York Stock Exchange or Nasdaq.

On August 27, 2025, the Panel granted Movano’s request to continue its listing on Nasdaq, subject to the Company regaining compliance with (i) the Filing Requirement by filing its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025 on or before September 30, 2025, and (ii) the Bid Price Requirement by effecting a reverse stock split, on or before October 30, 2025. To address the Filing Requirement, on September 24, 2025, Movano filed its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025. To address the Bid Price Requirement, on October 10, 2025, Movano implemented a one-for-ten reverse stock split.

On September 3, 2025, Chardan contacted Movano with respect to Chardan advising Movano on a potential DAT transaction.

On September 5, 2025, Movano was introduced to Party C, a potential DAT transaction counterparty, and began discussions with Party C regarding a potential DAT transaction. On September 17, 2025, Party C met with the Movano Board and made a presentation regarding the subject token upon which it proposed to base a potential DAT transaction.

On September 6, 2025, Movano and Chardan executed an engagement letter (the “Movano-Chardan Engagement Letter”), pursuant to which Chardan agreed to act as Movano’s merger & acquisition and capital markets advisor with respect to potential DAT transactions and other financings. Pursuant to its terms, the Movano-Chardan Engagement Letter would become exclusive once Movano reached a preliminary agreement (e.g., executed letter of intent) with respect to a potential DAT transaction. The Movano-Chardan Engagement Letter outlined various terms, such as Chardan’s scope of engagement, expense reimbursement and compensation, including that Chardan is entitled to receive a financing fee of 5% of the aggregate amount of proceeds of any public and private equity and debt offering agreed by Movano during the term of the letter. From September 8, 2025 to October 7, 2025, Chardan introduced Movano to multiple potential counterparties and held regular calls to discuss potential crypto-related transactions. Chardan discussed two crypto/DAT opportunities with Movano, which resulted in Movano having preliminary meetings with such parties. However, neither prospect resulted in a term sheet or letter of intent being prepared on behalf of Movano. Additionally, in connection with Movano’s confidential filing of a registration statement on S-1, representatives of Chardan provided advisory services primarily with respect to disclosure to prepare for the potential implementation of a committed equity facility with Chardan (a “ChEF”).

On September 11, 2025, Chardan sent Corvex an engagement letter to act as Corvex’s exclusive financial advisor in connection with one or more potential transactions that would result in Corvex becoming publicly listed on the New York Stock Exchange or Nasdaq.

On September 19, 2025, to bolster its efforts to arrange a potential DAT transaction, Movano confidentially submitted to the SEC draft registration statements on Form S-1 for a potential PIPE and equity line of credit financings.

On September 26, 2025, at Movano’s annual meeting, stockholders approved a reverse stock split and an increase in authorized shares, after which, on October 8, 2025, Movano filed a Certificate of Amendment for a 1-for-10 reverse stock split with the Secretary of State of the State of Delaware, with the split effective at 12:01 a.m. Eastern Time on October 10, 2025. Trading commenced on a split-adjusted basis on October 10, 2025, with the stated purpose of regaining compliance with the minimum bid price requirement.

From September 19, 2025 through September 29, 2025, Movano management had additional discussions with Party B regarding a potential revised transaction structure under which Party B would acquire Movano’s assets (but no liabilities) for cash, which would enable Movano to achieve additional value for stockholders via an alternative transaction such as a DAT transaction.

Following these negotiations and review by the Movano Board of the revised terms, on September 29, 2025, Movano executed a non-binding letter of intent with Party B to acquire substantially all of the Movano’s assets (but no liabilities) for total cash consideration of $10.0 million (which offer represented consideration per share equal to approximately $10.00 prior to taking into account Movano’s outstanding liabilities). In this letter of intent Movano agreed to an exclusivity provision under which it was prohibited from entering into or continuing any discussions with any other parties regarding a potential sale of its medical device assets through October 31, 2025. Movano continued its efforts to enter into a reverse merger or DAT transaction in addition to the asset sale with Party B.

On September 30, 2025, Movano had $2.0 million in cash and cash equivalents, $6.9 million in current liabilities and $5.6 million of total assets.

On October 1, 2025, Movano received a written notice from Nasdaq indicating that because its stockholders’ equity was approximately $1.6 million as of June 30, 2025 it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Stockholders’ Equity Requirement”) which served as an additional basis for Movano to be delisted from Nasdaq. As permitted by applicable rules, Movano timely presented a written plan of compliance to the Panel with respect to the Stockholders’ Equity Requirement.

During the first half of October 2025, Party B conducted due diligence and in the second half of October 2025, representatives from Party B met with representatives from Movano and indicated Party B would only be willing to move forward with a potential transaction at a substantial reduction in the purchase price. At such purchase price, no net proceeds would have been received that would be distributable to Movano’s stockholders.

To conserve cash, in early October 2025, a total of five Movano employees, including two members of the executive management team, and all non-employee directors volunteered to accept restricted stock units in lieu of cash compensation for the period from October 1, 2025 to December 31, 2025.

In early October 2025, following initial contact facilitated by Chardan, Movano began discussions with Corvex regarding a potential reverse merger transaction introduced to Movano by Chardan. During the discussion, Movano informed Corvex that it would require terms that permitted Movano to continue its efforts to sell its existing medical device assets and distribute the net proceeds from any such sale to its existing stockholders.

On October 5, 2025, Movano was introduced to Party D and began discussions regarding a potential DAT transaction. From October 5, 2025 through October 9, 2025, Party D conducted due diligence on Movano and its business. On October 9, 2025, Party D met with the Movano Board and made a presentation regarding its proposal for a DAT transaction, including a discussion of the subject token. Party D’s proposal was contingent upon Movano’s agreement to accept the proposal and agree to exclusivity by no later than the close of business later that day.

On October 7, 2025, Chardan hosted an introductory call between Corvex and Movano to discuss a potential business combination. Also on October 7, 2025, Movano was notified by Nasdaq that it had regained compliance with the Filing Requirement.

On October 9, 2025, representatives from Corvex met with the Movano Board and made a presentation regarding Corvex’s business and its proposal for a reverse merger transaction.

On October 9, 2025, due to its determination that pursuit of the proposed Corvex transaction was in the best interest of stockholders, the Movano Board determined that Movano should not agree to exclusivity with Party D. Following communication from Movano that it would not be agreeing to exclusivity on October 9, 2025, Party D ceased further discussions with Movano regarding a potential DAT transaction.

From October 9, 2025 to October 13, 2025, Movano negotiated with Corvex regarding the terms of proposed reverse merger transaction. The parties also discussed the terms of financing transactions to be effected concurrently with the signing and announcement of a merger transaction, including a possible bridge financing, PIPE transaction and an equity line of credit for Movano with Chardan and a private placement of equity capital for Corvex in the form of a SAFE.

On October 10, 2025, representatives of Chardan on behalf of Corvex circulate a draft non-binding letter of intent regarding the proposed business combination to Movano, which, based on certain assumed relative values, would have resulted in Movano’s stockholders owning approximately 3.8% of the post-merger entity’s outstanding shares, as well as the potential for a contingent value right related to the available net proceeds of the sale of Movano’s legacy medical device business, after debt paydown and related expenses.

As set forth in the initial draft, the letter of intent included an acknowledgement by each of Corvex and Movano that (i) Chardan was engaged as Corvex’s exclusive merger & acquisition and capital markets advisor in connection with the proposed business combination and (in the capacity as placement agent) of the proposed concurrent financing; (ii) Chardan was also engaged as Movano’s merger & acquisition and capital markets advisor with respect to certain transactions and related financings contemplated by the Movano-Chardan Engagement Letter and (iii) Chardan was expected to act as the purchaser of Movano’s securities pursuant to a continuous equity facility. The letter of intent further outlined the expectation that, concurrently with the execution of such letter of intent, Chardan and Movano would amend the Movano-Chardan Engagement Letter to clarify that Chardan would not be engaged by Movano, nor entitled to receive a fee from Movano, with respect to the proposed business combination, but that it would remain engaged by Move as a placement agent with respect to the proposed concurrent financing pursuant to the Movano-Chardan Engagement Letter.

From October 10, 2025 through October 13, 2025, Movano and Corvex negotiated the terms of the letter of intent. Following negotiations, Movano and Corvex agreed to revised terms that, based on certain assumed relative values, were expected to result in Movano’s stockholders owning approximately 5.2% of the post-merger entity’s outstanding shares, and on October 13, 2025, Movano and Corvex executed a non-binding letter of intent for a reverse merger transaction embodying these revised terms.

On October 12, 2025, Movano and Chardan amended the Movano-Chardan Engagement Letter, which was replaced by a second amendment between the parties on November 4, 2025. The amended Movano-Chardan Engagement letter addressed the proposed business combination between Movano and Corvex by acknowledging, among other things, that Chardan was not engaged by Movano with respect to the proposed business combination with Corvex, and that Chardan was engaged as Movano’s capital markets advisor or placement agent with respect to any other financings.

From October 13, 2025 through November 5, 2025, Movano and Corvex and their representatives, including K&L Gates, counsel to Movano, and DLA Piper LLP (US) (“DLA Piper”), counsel to Corvex, conducted their respective due diligence investigations, which included written responses to extensive diligence and supplemental diligence requests and a number of videoconferences focused on a variety of diligence topics, including finance, regulatory, legal and intellectual property. Also participating in the due diligence review and videoconferences was Chardan and its legal representatives, Goodwin Procter LLP (“Goodwin”). During this period, the parties also negotiated the terms of a bridge financing pursuant to a Preferred Stock Subscription Agreement (the “Series A Subscription Agreement”) and a $1,000,000,000 committed equity facility with Chardan pursuant to a ChEF purchase agreement (the “ChEF Purchase Agreement”). During this period Movano, Corvex, Chardan and their respective representatives and advisors held regular all-hands meetings to discuss the status of diligence matters, transaction documents and other topics related to the proposed Merger and financing transactions.

On October 14, 2025, Movano and Corvex held a call with representatives of K&L Gates, DLA Piper, Goodwin and Chardan to discuss next steps and a go-forward plan for the transaction. Movano and Corvex agreed to recurring semi-weekly calls with such representatives through the signing of a definitive merger agreement.

On October 24, 2025, Corvex executed an engagement letter with Chardan pursuant to which Chardan would act as Corvex’s financial advisor and exclusive M&A advisor for Corvex’s proposed business combination transaction with Movano.

Also on October 24, 2025, representatives of DLA Piper sent to representatives of K&L Gates a first draft of the Merger Agreement. During the following days, representatives of K&L Gates reviewed and discussed the terms of the Merger Agreement with Movano management and the chair of the Movano Board.

From October 10, 2025 through November 6, 2025, Movano negotiated with Party A regarding an amendment to the Loan Agreement to extend the term to enable Movano to complete the proposed Merger.

On October 27, 2025, the Movano Board held a meeting at which representatives of Aquilo Partners and K&L Gates were present. The Movano Board discussed, among other things, the status of discussions with Party B and how Movano should respond to the decreased proposal received from Party B. Based on its assessment that the revised terms were not in the best interests of Movano’s stockholders, the Movano Board determined that Movano would terminate discussions with Party B regarding a potential transaction, which following the termination of the exclusivity period on October 31, 2025, would enable Movano to recommence efforts to sell the legacy medical device assets to third parties. At the meeting the Movano Board also discussed the status of negotiations with Corvex regarding the proposed Merger and financing transactions and the status of negotiations with Party A regarding an amendment to the Loan Agreement.

On October 28, 2025, representatives of Movano, Chardan, K&L Gates and Goodwin met with Movano’s special Nasdaq advisors to discuss the Stockholders’ Equity Requirement deficiency and the impacts of various structuring options with respect to the proposed merger and bridge financing.

On October 29, 2025, representatives of Movano met with representatives of Corvex, K&L Gates, DLA Piper, Chardan and Goodwin as part of ongoing legal, intellectual property, and regulatory due diligence.

On October 30, 2025, Movano met with Corvex, K&L Gates, DLA Piper, Goodwin and Chardan, and the Company’s auditors to discuss financial due diligence. K&L Gates delivered to DLA Piper an issues list covering various provisions in the Merger Agreement and K&L Gates and DLA Piper held a call to discuss the principal open issues on the Merger Agreement later that day. Between October 30, 2025 and November 5, 2025, representatives of K&L Gates and DLA Piper exchanged drafts of the Merger Agreement and related documents and participated in discussions regarding the terms of the Merger Agreement and related documents. The items negotiated with respect to the Merger Agreement and related documents included, among other things: the representations and warranties to be made by the parties; the calculation of the exchange ratio, including the adjustments thereto related to the concurrent financing transactions, Movano’s liabilities at closing and variances from Movano’s budget as agreed between the parties; the inclusion of an earn-out to Corvex’s stockholders if certain trading price thresholds are met; interim operating covenants, including Movano’s ability to sell its legacy assets and distribute the proceeds to its stockholders; the conditions to completion of the Merger; and the remedies available to each party under the Merger Agreement, including the triggers and values of the termination fees and expense reimbursement payable to each of the parties and the outside date for the proposed transaction.

On November 3, 2025, the Movano Board held a meeting at which representatives of K&L Gates were present. During the meeting, representatives of K&L Gates reviewed the fiduciary duties of the Movano Board in connection with the proposed transaction with Corvex, as well as the terms of the Merger Agreement and other ancillary agreements. The Movano Board discussed Movano’s evaluation of strategic alternatives, including the potential alternative transactions the Movano Board had already considered, as well as its discussion of a potential wind down of Movano and its business. The Movano Board then discussed various considerations with respect to the proposed transaction, including those risks discussed in previous meetings and as summarized under “The Merger — Movano’s Reasons for the Merger.” The Movano Board and Movano management discussed these and other considerations in comparison with proceeding with a wind down of the company’s regular business operations and a subsequent dissolution of the company and concluded that, based a review of the proposed Corvex transaction and the terms of the Merger Agreement and other agreements, and discussions among the Movano Board at prior meetings, pursuing the Corvex transaction on the terms set forth in the Merger Agreement and related agreements was the preferred strategy. Following such discussion, the Movano Board: (i) determined that the transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of Movano and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the issuance of shares of Movano common stock to the stockholders of Corvex pursuant to the Merger Agreement, and (iii) determined to recommend, upon the terms and subject to the conditions set forth in the Merger Agreement, that the stockholders of Movano approve the Merger. At the November 3, 2025 meeting, the Movano Board also approved the bridge financing, including the Series A Subscription Agreement and the committed equity facility with Chardan, including the ChEF Purchase Agreement.

On November 3, 2025, Movano and an affiliate of Party A agreed to a two-day extension of the maturity date of the Loan Agreement to provide additional time for Party A and Movano to finalize the terms of an amendment thereto in connection with the entry into of a final Merger Agreement.

On November 6, 2025, the parties executed the Merger Agreement, the Series A Stock Purchase Agreement, the ChEF Purchase Agreement and the other applicable transaction documents.

On November 6, 2025, Movano and an affiliate of Party A agreed to a second amendment to the Party A Bridge Financing under which the maturity date was extended until March 31, 2026 and Movano agreed that it would sell its assets only if in connection therewith the Party A Bridge Financing was fully satisfied. The second amendment further provided that if the debt was not so satisfied prior to closing of the merger, Movano would transfer its legacy assets to Party A in full satisfaction of the debt.

On the morning of November 10, 2025, prior to the opening of trading on Nasdaq, Movano and Corvex issued a joint press release announcing entry into the Merger Agreement. Movano also filed a current report on Form 8-K with the SEC announcing, among other things, the execution of the Merger Agreement, the Series A Subscription Agreement, the ChEF Purchase Agreement, and the second amendment to the Loan Agreement.

On November 11, 2025, Movano was notified by Nasdaq that it had regained compliance with the Bid Price Requirement.

From November 1, 2025 through December 9, 2025, Aquilo Partners contacted a total of 57 potential strategic acquirers of Movano’s legacy health care operations, many of whom had previously engaged in discussions with Movano prior to Movano going exclusive with Party B. Of these parties, 22 conducted some level of due diligence, took meetings or received non-confidential information.

Movano Reasons for the Merger

During the course of its evaluation of the Merger Agreement and the transactions contemplated by the Merger Agreement, the Movano Board held numerous meetings, consulted with Movano’s management, advisors and outside legal counsel and reviewed and assessed a significant amount of information. In reaching its decision to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, the Movano Boards considered a number of factors that it viewed as supporting its decision to approve the Merger Agreement, including:

•        the historical and current information concerning Movano’s business, financial performance, financial condition, operations, management and competitive position, the prospects of Movano and its products, the nature of the medical device industry generally, including financial projections of Movano under various scenarios and its short- and long-term strategic objectives;

•        that Corvex’s differentiated set of GPU-as-a-Service and AI-as-a-Service capabilities and proprietary Amplified AI Cloud platform, as well as its growing sales pipeline, which strategically positions the combined company to create a pure-play platform for secure AI infrastructure and high-performance inference;

•        that the Movano Board undertook a comprehensive and thorough process of reviewing and analyzing potential strategic alternatives and the Movano Board’s view that no alternatives to the Merger (including remaining a standalone company, a liquidation and dissolution of Movano and the distribution of any available cash, and alternative strategic transactions) were reasonably likely to create greater value to Movano’s stockholders

•        that the merger would provide existing Movano stockholders with a significant opportunity to participate in the potential growth of the combined company following the merger;

•        that the combined company is expected to be led by an experienced senior management team and a board of directors with representation from each of the current Movano Board and Corvex Board;

•        the potential for Movano’s stockholders to receive a dividend payment representing the proceeds received from a sale or other disposition of any Movano Legacy Assets to the extent such proceeds from the sale exceed the amounts owed under the Loan Agreement;

•        the Movano Board’s belief, after thorough review of strategic alternatives and discussions with Movano’s management and outside legal counsel, that the Merger is more favorable to Movano’s stockholders than the potential value that might have resulted from other strategic alternatives available to Movano, including a liquidation and dissolution of Movano and the distribution of any available cash; and

•        the terms of the Merger Agreement and associated transactions, including the relative percentage ownership of Movano stockholders and Corvex stockholders immediately following the closing of the merger, the reasonableness of the fees and expenses related to the merger and the likelihood that the merger will be completed.

The Movano Board also reviewed the terms of the Merger Agreement and related transaction documents, including those described below, and concluded that the terms of the Merger Agreement and related transaction documents, in the aggregate, were reasonable under the circumstances:

•        the calculation of the Exchange Ratio and the estimated number of shares of Movano common stock to be issued in the Merger, including that the valuation of Movano under the Merger Agreement would be reduced to the extent that Movano’s liabilities exceed $5.0 million at the Closing, which would result in a decrease in the ownership of the pre-Merger Movano stockholders in the combined company;

•        the number and nature of the conditions to Movano’s and Corvex’s respective obligations to complete the Merger and the likelihood that the Merger will be completed on a timely basis, as more fully described below in the caption “The Merger Agreement — Conditions to the Closing of the Merger”;

•        the respective rights of, and limitations on, Movano and Corvex under the Merger Agreement to consider and engage in discussions regarding unsolicited acquisition proposals under certain circumstances, and the limitations on the board of directors of each party to change its recommendation in favor of the Merger, as more fully described below under the caption “The Merger Agreement — Non-Solicitation”;

•        the potential termination fee of $500,000 (plus reimbursement of expenses), which would become payable by Movano to Corvex if the Merger Agreement is terminated in certain circumstances, as more fully described below under the captions “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement — Termination Fees”;

In the course of its deliberations, the Movano Board also considered a variety of risks and other countervailing factors related to entering into the Merger, including:

•        the $500,000 termination fee payable by Movano upon the occurrence of certain events and the potential effect of such termination fee in deterring other potential acquirors from proposing an alternative acquisition that may be more advantageous of Movano’s stockholders;

•        the substantial expenses to be incurred by Movano in connection with the Merger;

•        the prohibition on Movano to solicit alternative acquisition proposals during the pendency of the Merger;

•        the possible volatility of the trading price of Movano common stock resulting from the announcement, pendency or completion of the Merger;

•        the risk that the Merger might not be consummated in a timely manner or at all and the potential effect of the public announcement of the Merger or the failure to complete the Merger on the reputation of Movano;

•        the possibility that the remaining Movano Legacy Assets may not be sold for sufficient proceeds to allow Movano’s stockholders to receive consideration related to a sale or other disposition of a Movano Legacy Asset; and

•        the various other risks associated with the combined company and the proposed transaction, including those described in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of this proxy statement/prospectus.

The foregoing information and factors considered by the Movano Board are not intended to be exhaustive but are believed to include all of the material factors considered by the Movano Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Movano Board did not find it useful to attempt, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, individual members of the Movano Board may have given different weight to different factors. The Movano Board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, Movano management and outside legal counsel, and considered the factors overall to be favorable to, and to support, its determination.

Corvex Reasons for the Merger

In the course of reaching its decision to approve the Merger Agreement and the related transactions, the Corvex Board consulted with its senior management and legal counsel, reviewed a significant amount of information and considered a number of factors, including, among others:

•        the potential increased access to sources of capital at a lower cost and a broader range of investors to support Corvex’s commercialization efforts than it could otherwise obtain if it continued to operate as a privately-held company;

•        the ability to access institutional investors who may otherwise be unable to invest in a privately-held company;

•        the potential to provide its current stockholders with greater liquidity by owning stock in a public company;

•        the Corvex Board’s belief that no alternatives to the merger were reasonably likely to create greater value for the Corvex stockholders after reviewing the various strategic options to enhance stockholder value that were considered by the Corvex Board;

•        the expectation that the merger with Movano would be a more time- and cost-effective means to access capital than other options considered;

•        the cash resources of the combined company expected to be available at the closing of the merger, including an aggregate of $40.0 million raised from concurrent private placement financings;

•        the availability of appraisal rights under the DGCL to holders of Corvex common stock who comply with the required procedures under the DGCL, which allow such holders to seek appraisal of the fair value of their shares of Corvex common stock as determined by the Delaware Court of Chancery;

•        the terms and conditions of the Merger Agreement, including, without limitation, the following:

•        the determination that the expected relative percentage ownership of Movano stockholders and Corvex stockholders in the combined company was appropriate based, in the judgment of the Corvex Board, on the Corvex Board’s assessment of the approximate valuations of Movano and Corvex and the comparative costs and risks associated with alternatives to the merger;

•        the intention that the merger qualify as a reorganization within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes, with the result that the Corvex stockholders should generally not recognize taxable gain or loss for U.S. federal income tax purposes upon the exchange of Corvex common stock for Movano common stock pursuant to the merger, except to the extent of any cash received in lieu of fractional shares of Movano common stock;

•        the limited number and nature of the conditions of the obligation of Movano to consummate the merger; and

•        the conclusion of the Corvex Board that the potential termination fee of $500,000 payable by Movano to Corvex and the circumstances when such fee may be payable, were reasonable;

•        the fact that shares of Movano common stock to be issued to Corvex stockholders will be registered on a Form S-4 registration statement by Movano and will become freely tradable;

•        the belief that increased visibility as a public company would provide access to additional strategic partnering transactions; and

•        the likelihood that the merger will be consummated on a timely basis.

The Corvex Board also considered a number of uncertainties and risks in its deliberations concerning the merger and the other transactions contemplated by the Merger Agreement, including the following:

•        the possibility that the merger might not be completed and the potential adverse effect of the public announcement of the merger on the reputation of Corvex and the ability of Corvex to obtain financing in the future in the event the merger is not completed;

•        the risk that the merger might not be consummated in a timely manner or at all;

•        the expenses to be incurred in connection with the merger and related administrative challenges associated with combining the companies;

•        the additional public company expenses and obligations that Corvex’s business will be subject to following the merger that it has not previously been subject to; and

•        various other risks associated with the combined company and the merger, including the risks described in the section titled “Risk Factors” in this proxy statement/prospectus.

No Fairness Opinion

Movano has not received, and, as of the date hereof, does not intend to obtain, an opinion from any financial advisor, investment banker, or other firm or person performing a similar function, with respect to the fairness of the exchange ratio, from a financial point of view, to the holders of Movano common stock. The Exchange Ratio was reached through negotiation by Movano and Corvex, and was found to be fair to the stockholders of Movano by the Movano Board. In determining whether to obtain a fairness opinion in connection with consideration of the merger, the Movano Board considered the cost of such an opinion as well as, among other factors, the extensive negotiations with Corvex by Movano, the Movano Board’s assessment of the prospects for Corvex based on its evaluation of its business, when compared to and in light of Movano’s current market value and its financial position and the fact that the Merger Agreement permits Movano to market its legacy assets for sale and distribute any net proceeds to its stockholders.

Interests of the Movano Directors and Executive Officers and Others in the Merger

In considering the recommendation of the Movano Board with respect to issuing shares of Movano common stock as contemplated by the Original Merger Agreement and the other matters to be acted upon by the Movano stockholders at the Movano special meeting, the Movano stockholders should be aware that certain members of the Movano Board and executive officers of Movano have interests in the merger that may be different from, or in addition to, the interests of the Movano stockholders. These interests relate to or arise from the matters described below. The Movano Board and Corvex Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their respective decisions to approve the Merger Agreement and the transactions contemplated thereby, and to recommend, as applicable, that the Movano stockholders approve the Movano proposals to be presented to the Movano stockholders for consideration at the Movano special meeting as contemplated by this proxy statement/prospectus.

Severance Payments

The employment agreements of Movano’s executive officers provide for post-employment compensation arrangements. These Movano employment agreements establish the amount of severance payments and benefits available in the event of a termination of employment by Movano without other than for “cause” (as such term is defined in the respective agreements).

Movano entered into an “at-will” amended and restated offer letter with no fixed term with Mr. Leabman, the Company’s Chief Technology Officer and a Director, effective November 29, 2019, which was amended pursuant to a first amendment dated February 10, 2021 (as amended, the “Leabman Offer Letter”). The Leabman Offer Letter provides that (1) if Mr. Leabman is terminated by Movano other than for Cause he is entitled to receive cash severance in an amount equal to 12 months of base salary plus a pro-rated amount of his target bonus based on the number of days he is employed during the year of termination and (2) if there occurs a change in control and in the period prior to and in connection with or in anticipation of such change in control and ending on the one-year anniversary of the consummation of such change in control, Mr. Leabman is terminated by Movano other than for

Cause, 100% of any such options that remain unvested will immediately vest. “Cause” includes, among other items, Mr. Leabman’s conviction of a felony involving fraud, misappropriation, embezzlement or dishonesty in conjunction with his duties to Movano or repeated willful failure to perform his job duties as defined by the Movano Board or uncured material breach of the Leabman Offer Letter or Mr. Leabman’s confidential information and inventions assignment agreement with Movano. If Mr. Leabman’s employment is terminated by Movano without Cause upon the closing of the merger, Mr. Leabman would be entitled to receive approximately $375,000 in cash severance benefits.

The Company has entered into an offer letter with J. Cogan, the Company’s Chief Financial Officer on similar terms to the agreement entered with Michael Leabman. Mr. Cogan’s Offer Letter provides for severance in connection with an involuntary termination and the acceleration of his stock options in connection with a Change of Control on identical terms as those described in the description of Mr. Leabman’s offer letter above. If Mr. Cogan’s employment is terminated by Movano without Cause upon the closing of the merger, Mr. Cogan would be entitled to receive approximately $325,000 in cash severance benefits.

The Company entered into an offer letter with John Mastrototaro, the Company’s President, CEO and Director on similar terms to the agreement entered with Michael Leabman. Mr. Mastrototaro’s Offer Letter provides for severance in connection with an involuntary termination and the acceleration of his stock options in connection with a Change of Control on identical terms as those described in the description of Mr. Leabman’s offer letter above. If Mr. Mastrototaro’s employment is terminated by Movano without Cause upon the closing of the merger, Mr. Mastrototaro would be entitled to receive approximately $400,000 in cash severance benefits.

The merger will constitute a “change in control” for each of the Movano employment agreements described above.

Equity Awards and Movano Common Stock

Prior to the closing of the merger, the Movano Board will adopt resolutions to provide that each unexpired and unexercised Movano option, whether vested or unvested, shall be terminated. Movano warrants that are not exercised prior to the effective time shall continue in full force in accordance with their terms. It is not anticipated that the merger will have any effect on the outstanding Movano warrants.

As of December 5, 2025, the directors and officers of Movano held the following options, warrants and shares of Movano common stock:

____________

(1)      This represents, with respect to each in-the-money option, the difference between the closing price of one share of Movano common stock on December 5, 2025 and the per share exercise price of such option.

(2)      This represents, with respect to each warrant, the difference between $8.72, the closing price of one share of Movano common stock on December 5, 2025, and the per share exercise price of such warrant.

(3)      This represents the number of shares of Movano common stock, multiplied by $8.72, the closing price of one share of Movano common stock on December 5, 2025.

Continued Service

Additionally, pursuant to the terms of the Merger Agreement, it is anticipated that a director of Movano will continue as a director of the combined company after the Effective Time and will be eligible for certain non-employee director compensation.

Stock Ownership and Support Agreements

As of December 5, 2025, Movano directors and executive officers held 49,357 shares of Movano common stock in the aggregate. Movano’s directors, executive officers, and certain stockholders have entered into support agreements in connection with the merger. For a more detailed discussion of the support agreements see the section titled “Agreements Related to the Merger — Support Agreements.”

Indemnification and Insurance

As described in this proxy statement/prospectus, including in “The Merger — Limitations of Liability and Indemnification,” certain of Movano’s directors and officers will be entitled to certain ongoing rights of indemnification and coverage under directors’ and officers’ liability insurance policies.

The Movano Board was aware of these interests and considered them, among other matters, in its decision to approve the Merger Agreement. For more information, please see the section titled “The Merger — Interests of the Movano Directors and Executive Officers and Others in the Merger.”

Ownership of Corvex Securities

In connection with the Corvex SAFE Financing, On October 24, 2025 and November 5, 2025, Moira Partners, a limited liability company managed by Emily Wang Fairbairn, the chair of the Movano Board, entered into the agreements with Corvex pursuant to which Corvex issued rights to an aggregate of $9.9 million of shares of Corvex Common Stock to Moira Partners. Pursuant to the terms of the SAFE, Moira Partners will receive shares of Corvex Common Stock immediately prior to first of the following events to occur: (i) the closing of the merger, (ii) a direct listing on a national securities exchange by means of an effective registration statement on Form S-1 that registers shares of existing capital stock of Corvex for resale, (iii) the closing of Corvex’s first firm commitment underwritten initial public offering of Corvex Common Stock pursuant to a registration statement filed under the Securities Act, and (iv) a dissolution event involving Corvex. The number of shares of Corvex common stock to be issued under the SAFE is calculated by dividing the $9.9 million investment amount by a price per share calculated by dividing $225 million by the sum of all outstanding shares of Corvex capital stock, including options and convertible securities.

Chardan’s Preferred Stock Financing Fees

Although Chardan is not a financial advisor to Movano in connection with the merger, Chardan is a placement agent in connection with Movano’s preferred stock equity financing, which was announced on November 10, 2025 in connection with the entry into the Merger Agreement. Chardan has earned certain placement agent advisory fees in the aggregate amount of $150,000 in connection with the preferred stock equity financing.

Interests of the Corvex Directors and Executive Officers in the Merger

Corvex stockholders should be aware that certain members of the Corvex Board and executive officers of Corvex have interests in the merger that may be different from, or in addition to, interests they may have as Corvex stockholders. The Corvex Board was aware of these potential conflicts of interest and considered them, among other matters, in reaching their respective decisions to approve the Merger Agreement, the merger and related transactions, as contemplated by this proxy statement/prospectus.

Ownership Interests

As of December 5, 2025, Corvex’s current non-employee directors and executive officers, together with their affiliated entities, beneficially owned, in the aggregate approximately 46.8% of the outstanding shares of Corvex’s capital stock, which for purposes of this subsection excludes any Corvex shares issuable upon exercise or settlement of options or warrants held by such individual or entity.

THE MERGER AGREEMENT

The following is a summary of the material terms of the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. The Merger Agreement has been attached to this proxy statement/prospectus to provide you with information regarding its terms. It is not intended to provide any other factual information about Movano, Corvex, or Merger Sub. The following description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. You should refer to the full text of the Merger Agreement for details of the merger and the terms and conditions of the Merger Agreement.

The Merger Agreement contains representations and warranties that Movano and Merger Sub, on the one hand, and Corvex, on the other hand, have made to one another as of specific dates. These representations and warranties have been made for the benefit of the other parties to the Merger Agreement and may be intended not as statements of fact but rather as a way of allocating the risk to one of the parties if those statements prove to be incorrect. In addition, the assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties in connection with signing the Merger Agreement. While Movano and Corvex do not believe that these disclosure schedules contain information required to be publicly disclosed under the applicable securities laws, other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the attached Merger Agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about Movano or Corvex, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between Movano and Corvex, and are modified by the disclosure schedules.

General

Under the Merger Agreement, Merger Sub, a wholly-owned subsidiary of Movano, will merge with and into Corvex, with Corvex surviving as a wholly-owned subsidiary of the combined company.

Merger Consideration

At the closing of the merger:

•        each outstanding share of common stock of Corvex will be converted into the right to receive approximately (i) 1.8911 shares of Movano common stock, subject to adjustment as provided below under “Exchange Ratio” and for any reverse stock split (such final exchange ratio referred to herein as the Exchange Ratio) plus (ii) (A) if the $15 Earnout Target is achieved, the $15 Earnout Per Share Amount (each as defined in the Merger Agreement), and (B) if the $25 Earnout Target is achieved, the $25 Earnout Per Share Amount (each as defined in the Merger Agreement) plus (iii) any cash paid in lieu of fractional shares;

•        each outstanding share of preferred stock of Corvex will be converted into the right to receive approximately (i) 1.8911 shares of Movano common stock, subject to adjustment as provided below under “Exchange Ratio” and for any reverse stock split (such final exchange ratio referred to herein as the Exchange Ratio) plus (ii) (A) if the $15 Earnout Target is achieved, the $15 Earnout Per Share Amount (each as defined in the Merger Agreement), and (B) if the $25 Earnout Target is achieved, the $25 Earnout Per Share Amount (each as defined in the Merger Agreement) plus (iii) any cash paid in lieu of fractional shares;

•        each Corvex stock option that is outstanding immediately prior to the Effective Time shall be fully vested and converted into and become an option to purchase that number shares of Movano common stock equal to the Exchange Ratio multiplied by the number of shares of Corvex common stock issuable pursuant to such option, and the exercise price of such option shall be adjusted accordingly; and

•        each warrant to purchase Corvex preferred stock that is outstanding immediately prior to the Effective Time shall be converted into preferred stock of Corvex immediately prior to and contingent on the Effective Time.

Exchange Ratio

The Exchange Ratio will be determined using a formula intended to allocate to the existing Corvex stockholders a percentage of the combined company based on the relative valuations of Corvex and Movano.

The Exchange Ratio formula is the quotient obtained by dividing the Corvex payment shares (as defined below) by the Corvex outstanding shares (as defined below), where:

•        Corvex payment shares means a number of shares of Movano common stock (rounded to the nearest whole share) equal to the quotient obtained by dividing (a) the Corvex valuation by (b) the Movano closing price per share of $6.25.

•        Corvex valuation means sum of (a) the Corvex equity value of $250 million plus (b) the quotient obtained by dividing the amount of Permitted Concurrent Financing by 0.9.

•        The Permitted Concurrent Financing consisted of Corvex’s issuance of a SAFE transaction, in an aggregate amount not to exceed $40 million.

•        Corvex outstanding shares means the total number of shares of Corvex common stock outstanding immediately prior to the Effective Time expressed on a fully diluted and as converted basis, calculated using the treasury stock method, and assuming, without limitation or duplication, (a) the issuance of shares of (i) Corvex preferred stock in respect of all Corvex warrants and of (ii) Corvex common in respect all Corvex options (which, for the avoidance of doubt, shall include unvested Corvex options) and (b) the conversion of the Corvex preferred stock, whether conditional or unconditional, that will be outstanding as of immediately prior to the Effective Time.

The estimated Exchange Ratio assumes, in addition to the other factors set forth herein, no adjustment for cash at closing.

A material change in any of these assumptions may have a material effect on the Exchange Ratio.

The Merger Agreement does not include a price-based termination right, so there will be no adjustment to the total number of shares of Movano common stock that Corvex stockholders will be entitled to receive for changes in the market price of Movano common stock. Accordingly, the market value of the shares of Movano common stock issued pursuant to the merger will depend on the market value of the shares of Movano common stock at the time the merger closes, and could vary significantly from the market value on the date of this proxy statement/prospectus.

Each share of Movano common stock held by the holders of Movano common stock or Movano preferred stock immediately prior to the Effective Time shall receive a dividend equal to the Movano per share dividend (rounded to the nearest whole share per holder) such that post-dividend, the per-share value of Movano common stock held by such holders would be the Movano closing price per share of $6.25.

No fractional shares of Movano common stock will be issued in connection with the merger. Instead, each Corvex stockholder who would otherwise be entitled to receive a fraction of a share of Movano common stock, after aggregating all fractional shares of Movano common stock issuable to such stockholder, will be entitled to receive in cash the dollar amount, rounded to the nearest whole cent, without interest, determined by multiplying such fraction by the Movano closing price.

The Merger Agreement provides that, at the Effective Time, Movano will deposit with an exchange agent acceptable to Movano and Corvex, stock certificates representing the shares of Movano common stock issuable to the Corvex stockholders and a sufficient amount of cash to make payments in lieu of fractional shares.

The Merger Agreement provides that, promptly after the Effective Time, the exchange agent will mail to each record holder of Corvex common stock immediately prior to the Effective Time a letter of transmittal and instructions for surrendering and exchanging the record holder’s Corvex stock certificates for shares of Movano common stock. Upon surrender of a Corvex stock certificate or transfer of a book-entry share for exchange to the

exchange agent, together with a duly signed letter of transmittal and such other documents as the exchange agent or Movano may reasonably require, the Corvex stock certificate surrendered will be cancelled or upon transfer of a book-entry share and the holder of the Corvex stock certificate will be entitled to receive the following:

•        the book-entry shares representing the number of whole shares of Movano common stock that such holder has the right to receive pursuant to the provisions of the Merger Agreement;

•        if the $15 Earnout Target is achieved, the portion of the $15 Earnout Shares that such holder as the right to receive pursuant to the provisions of the Merger Agreement;

•        if the $25 Earnout Target is achieved, the portion of the $25 Earnout Shares that such holder has the right to receive pursuant to the provisions of the Merger Agreement; and

•        cash in lieu of any fractional share of Movano common stock.

At the Effective Time, all holders of certificates representing shares of Corvex common stock that were outstanding immediately prior to the Effective Time will cease to have any rights as stockholders of Corvex. In addition, no transfer of Corvex common stock after the Effective Time will be registered on the stock transfer books of Corvex.

If any Corvex stock certificate has been lost, stolen or destroyed, Movano may, in its discretion, and as a condition precedent to the delivery of any shares of Movano common stock, require the owner of such lost, stolen or destroyed certificate to deliver an affidavit claiming such certificate has been lost, stolen or destroyed and agree to indemnify Movano against any claim suffered by Movano related to the lost, stolen or destroyed certificate or any Movano common stock issued in exchange for such certificate as Movano may reasonably request.

From and after the Effective Time, until it is surrendered, each certificate that previously evidenced Corvex common stock will be deemed to represent only the right to receive (a) shares of Movano common stock, (b) if the $15 Earnout Target is achieved, the portion of the $15 Earnout Shares that such holder as the right to receive pursuant to the provisions of the Merger Agreement, (c) if the $25 Earnout Target is achieved, the portion of the $25 Earnout Shares that such holder has the right to receive pursuant to the provisions of the Merger Agreement and (d) cash in lieu of any fractional share of Movano common stock. Movano will not pay dividends or other distributions on any shares of Movano common stock to be issued in exchange for any unsurrendered Corvex stock certificate until the Corvex stock certificate is surrendered or the holder delivers an affidavit of loss or destruction, in each case as provided in the Merger Agreement.

Treatment of Movano Stock Options

Immediately prior to the Effective Time, each outstanding and unexercised Movano stock option, whether vested or unvested, shall be terminated without consideration.

Directors and Executive Officers of the Combined Company Following the Merger

Pursuant to the Merger Agreement, the directors of Corvex and Movano who will not serve as directors following the closing of the merger will resign at or prior to the closing of the merger. Effective as of the closing of the merger, the combined company’s board of directors will be fixed at six members, five of whom will be designated by Corvex and one of whom will be designated by the Movano. It is anticipated that the Corvex designees will be Seth Demsey, Jay Crystal,            ,            , and            and the Movano designee will be            . Upon the closing of the merger, the combined company’s board of directors will appoint each of the following as officers of the combined company:

Conditions to the Closing of the Merger

Each party’s obligation to complete the merger is subject to the satisfaction or waiver by each of the parties, at or prior to the closing of the merger, of various conditions, which include, in addition to other customary closing conditions, the following:

•        the approval by the requisite Movano and Corvex stockholders of the adoption and approval of the Merger Agreement, the merger and the transactions contemplated thereby;

•        the Corvex payment shares to be issued in connection with the merger pursuant to this Agreement shall have been approved for listing (subject to official notice of issuance) on Nasdaq as of the Closing and Movano has maintained its existing listing on Nasdaq

•        the registration statement on Form S-4, of which this proxy statement/prospectus is a part, shall have been declared effective by the SEC in accordance with the Securities Act and shall not be subject to any stop order or proceeding, or any proceeding threatened by the SEC, seeking a stop order; and

•        there shall not have been issued any temporary restraining order, preliminary or permanent injunction or other order preventing the closing of the merger by any court of competent jurisdiction or other governmental entity of competent jurisdiction, and no law, statute, resolution, ordinance, code, rule, regulation, requirement, ruling or decree shall be in effect which has the effect of making the closing of the merger illegal.

In addition, the obligation of Movano and Merger Sub to complete the merger is further subject to the satisfaction or waiver of the following conditions:

•        certain fundamental representations and warranties of Corvex shall have been true and correct in all material respects on the date of the Merger Agreement and shall be true and correct in all material respects on the closing date of the merger with the same force and effect as if made on and as of the date on which the merger is to be completed or, if such representations and warranties address matters as of a particular date, then such fundamental representations and warranties shall be so true and correct as of that particular date;

•        certain representations and warranties regarding the capitalization of Corvex in the Merger Agreement shall have been true and correct in all respects as of the date of the Merger Agreement and shall be true and correct on the closing date of the merger with the same force and effect as if made on the date on which the merger is to be completed, except, in each case, (x) for such inaccuracies representing less than 0.50% of Corvex outstanding shares (as defined above) in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date);

•        all other representations and warranties of Corvex in the Merger Agreement shall have been true and correct as of the date of the Merger Agreement and shall be true and correct on the closing date of the merger with the same force and effect as if made on the date on which the merger is to be completed or, if such representations and warranties address matters as of a particular date, then such representations and warranties shall be true and correct as of that particular date, except where the failure of these representations and warranties to be true and correct, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Corvex;

•        Corvex shall have performed or complied with in all material respects all of its covenants and agreements in the Merger Agreement required to be performed or complied with by it on or before the closing of the merger;

•        Corvex shall have delivered certain certificates and other documents required under the Merger Agreement for the closing of the merger;

•        Movano shall have received a copy of the lock-up agreement from certain identified stockholders of Corvex and each executive officer and director of Corvex who is elected or appointed as an executive officer and director of Movano as of immediately following the closing of the merger; and

•        since the date of the Merger Agreement, there shall have been no effect, change, event, circumstance, or development that has had or would reasonably be expected to have had a material adverse effect on the business, condition (financial or otherwise), assets, liabilities, or results of operations of Corvex. The Merger Agreement provides that certain effects, changes, events, circumstances, or developments arising or resulting from the following (in certain instances, to the extent disproportionately affecting Corvex, taken as a whole, relative to other similarly situated companies in the industries in which Corvex operates) shall not be considered a material adverse effect on Corvex:

•        the announcement of the Merger Agreement or the pendency of the transactions contemplated by the Merger Agreement;

•        the taking of any action, or the failure to take any action, by Corvex that is required to comply with the terms of the Merger Agreement;

•        any natural disaster or any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, any threat or escalation or armed hostilities or terrorist activities anywhere in the world or any governmental or other response or reaction to any of the foregoing;

•        any epidemic or pandemic in the United States or any other country or region in the world, or any escalation of the foregoing;

•        any change in GAAP or applicable laws or the interpretation thereof;

•        general economic or political conditions or conditions generally affecting the industries in which Corvex operates; or

•        any change in the cash position of Corvex which results from operations in the ordinary course of business.

In addition, the obligation of Corvex to complete the merger is further subject to the satisfaction or waiver of the following conditions:

•        certain fundamental representations and warranties of Movano shall have been true and correct in all material respects on the date of the Merger Agreement and shall be true and correct in all material respects on the closing date of the merger with the same force and effect as if made on and as of the date on which the merger is to be completed or, if such representations and warranties address matters as of a particular date, then such fundamental representations and warranties shall be so true and correct as of that particular date;

•        certain representations and warranties regarding the capitalization of Movano in the Merger Agreement shall have been true and correct in all respects as of the date of the Merger Agreement and shall be true and correct on the closing date of the merger with the same force and effect as if made on the date on which the merger is to be completed, except, in each case, (x) for such inaccuracies representing less than 0.50% of Movano outstanding shares (as defined above) in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date);

•        all other representations and warranties of Movano in the Merger Agreement shall have been true and correct as of the date of the Merger Agreement and shall be true and correct on the closing date of the merger with the same force and effect as if made on the date on which the merger is to be completed or, if such representations and warranties address matters as of a particular date, then such representations and warranties shall be true and correct as of that particular date, except where the failure of these representations and warranties to be true and correct, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Movano;

•        Movano and Merger Sub shall have performed or complied with in all material respects all of their covenants and agreements in the Merger Agreement required to be performed or complied with by it on or before the Effective Time;

•        Movano shall have delivered certain certificates and other documents required under the Merger Agreement for the closing of the merger;

•        Movano shall have delivered to Corvex written resignations of the directors of Movano who are not to continue as directors of Movano pursuant to the terms of the Merger Agreement, in a form reasonably satisfactory to Corvex; and

•        since the date of the Merger Agreement, there shall have been no effect, change, event, circumstance, or development that that has had or would reasonably be expected to have had a material adverse effect on the business, condition (financial or otherwise), assets, liabilities, or results of operations of Movano. The Merger Agreement provides that certain effects, changes, events, circumstances, or developments arising or resulting from the following (in certain instances, to the extent disproportionately affecting Movano, taken as a whole, relative to other similarly situated companies in the industries in which Movano operates) shall not be considered a material adverse effect on Movano, including without limitation:

•        the announcement of the Merger Agreement or the pendency of the transactions contemplated by the Merger Agreement;

•        the taking of any action, or the failure to take any action, by Movano that is required to comply with the terms of this Agreement;

•        any natural disaster or any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, any threat or escalation or armed hostilities or terrorist activities anywhere in the world or any governmental or other response or reaction to any of the foregoing;

•        any epidemic or pandemic in the United States or any other country or region in the world, or any escalation of the foregoing;

•        any change in GAAP or applicable laws or the interpretation thereof;

•        general economic or political conditions or conditions generally affecting the industries in which Movano and its subsidiaries operate;

•        any change in the cash position of Movano and its subsidiaries which results from operations in the ordinary course of business;

•        any change in the stock price or trading volume of the Movano common stock (it being understood, however, that any change causing or contributing to any change in stock price or trading volume of the Movano common stock may be taken into account in determining whether a material adverse effect of Movano has occurred, unless such changes are otherwise excepted from this definition); or

•        the sale or winding down of certain legacy assets and business operations of Movano, and the sale, license or other disposition of the certain legacy assets.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of Movano, Merger Sub, and Corvex for a transaction of this type relating to, among other things:

•        corporate organization, organizational and governing documents, and power, and similar corporate matters;

•        subsidiaries;

•        capitalization;

•        financial statements;

•        absence of certain changes or events;

•        title to assets;

•        real property and leaseholds;

•        intellectual property;

•        the validity of material contracts to which the parties or their subsidiaries are a party and any violation, default or breach under such contracts;

•        non-contravention and required consents;

•        absence of undisclosed liabilities;

•        regulatory compliance, permits and restrictions;

•        tax matters;

•        employee and labor matters and benefit plans;

•        environmental matters;

•        insurance;

•        legal proceedings and orders;

•        authority to enter into the Merger Agreement and the related agreements;

•        with respect to Corvex, compliance with anti-bribery laws;

•        full disclosure;

•        governmental authorization;

•        transactions with affiliates;

•        votes required for the closing of the merger and approval of the proposals that will come before the Movano special meeting and that will be the subject of Corvex stockholder approval;

•        any brokerage or finder’s fee or other fee or commission in connection with the merger;

•        with respect to Movano, information technology and data privacy

•        with respect to Movano, the valid issuance in the merger of the Movano common stock; and

•        with respect to Movano, contract termination fees and severance payments.

The representations and warranties are, in many respects, qualified by materiality and knowledge, and will not survive the merger, but their accuracy forms the basis of some of the conditions to the obligations of Corvex and Movano to complete the merger.

Non-Solicitation

Each of Corvex and Movano agreed that, subject to certain exceptions, Movano, Corvex, and any of their respective subsidiaries will not, and each party will not authorize its officers, directors, employees, investment bankers, attorneys, accountants, representatives, consultants or other agents retained by to, directly or indirectly:

•        solicit, initiate, knowingly encourage, induce or knowingly facilitate the communication, making, submission or announcement of, any acquisition proposal (as defined below) or acquisition inquiry (as defined below), or take any action that could reasonably be expected to lead to an acquisition proposal or an acquisition inquiry;

•        furnish any non-public information with respect to it to any person in connection with or in response to an acquisition proposal or an acquisition inquiry;

•        engage in discussions or negotiations with any person with respect to any acquisition proposal or acquisition inquiry;

•        subject to certain exceptions for Movano, approve, endorse or recommend an acquisition proposal;

•        execute or enter into any letter of intent or similar document or any contract contemplating or otherwise relating to an acquisition transaction; or

•        publicly propose to do any of the foregoing.

An “acquisition inquiry” means an inquiry, indication of interest or request for information (other than an inquiry, indication of interest or request for information made or submitted by Corvex, on the one hand, or Movano, on the other hand, to the other party) that would reasonably be expected to lead to an acquisition proposal.

An “acquisition proposal” means any offer or proposal, whether written or oral (other than an inquiry, indication of interest or request for information made or submitted by Corvex, on the one hand, or Movano, on the other hand, to the other party) contemplating or otherwise relating to any “acquisition transaction,” as defined below.

An “acquisition transaction” means the following:

•        any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction: (i) in which Movano or Corvex is a constituent entity; (ii) in which a person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of persons directly or indirectly acquires beneficial or record ownership of securities representing more than 20% of the outstanding securities of any class of voting securities of Movano or Corvex or any of their subsidiaries; or (iii) in which Movano or Corvex or any of its subsidiaries issues securities representing more than 20% of the outstanding securities of any class of voting securities of Movano or Corvex or any of its subsidiaries; provided that in the case of Corvex, a Permitted Bridge Financing, a Permitted Concurrent Financing or ChEF (each as defined below) shall not be an “acquisition transaction”; and

•        any sale, lease, exchange, transfer, license, acquisition or disposition of any business or assets that constitute 20% or more of the consolidated book value or the fair market value of the assets of a party and its subsidiaries, taken as a whole.

Permitted Bridge Financing means Movano’s issuance of (a) shares of Movano preferred stock, in which event such shares convert to shares of Movano common stock immediately following the effective time and (b) any further financing necessary for Movano to retain its Nasdaq listing.

Permitted Concurrent Financing means Corvex’s issuance of simple agreement for future equity (“SAFEs”) that convert either into (a) shares of Corvex common stock prior to the Closing or (b) share of Movano common stock after the Closing.

“ChEF” means a certain equity financing commitment between Movano and Chardan Capital Markets LLC, as set forth in that certain ChEF Purchase Agreement, dated as of November 6, 2025.

Before obtaining the applicable Movano stockholder approvals required to consummate the merger, Movano may furnish nonpublic information regarding Movano and its subsidiaries to, and may enter into discussions or negotiations with, any person in response to a bona fide written acquisition proposal made or received after the date of the Merger Agreement, which the Movano Board determines in good faith, after consultation with Movano’s outside financial advisors and outside legal counsel, constitutes or is reasonably likely to result in a “superior offer”, as defined below, and is not withdrawn, if:

•        neither Movano nor any of Movano’s representatives has breached the non-solicitation provisions of the Merger Agreement described above;

•        the Movano Board concludes in good faith, based on the advice of outside legal counsel, that the failure to take such action is reasonably likely to be inconsistent with the fiduciary duties of the Movano Board under applicable law;

•        Movano receives from the third-party an executed confidentiality agreement containing provisions at least as favorable to Movano as those contained in the confidentiality agreement between Movano and Corvex; and

•        substantially contemporaneously with furnishing of any such nonpublic information to a person, Movano furnishes the same non-public information to Corvex.

A “superior offer” means an unsolicited bona fide written acquisition proposal (with all references to 20% in the definition of acquisition transaction being treated as references to greater than 50% for these purposes) that: (a) was not obtained or made as a direct or indirect result of a breach of (or in violation of) the Merger Agreement; and (b) is on terms and conditions that the Movano Board or the Corvex Board, as applicable, determines in good faith, based on such matters that it deems relevant (including the likelihood of consummation thereof), as well as any written offer by the other party to the Merger Agreement to amend the terms of the Merger Agreement, and following consultation with its outside legal counsel and outside financial advisors, if any, are more favorable, from a financial point of view, to the Movano stockholders or the Corvex stockholders, as applicable, than the terms of the transactions contemplated by the Merger Agreement.

Meetings of Stockholders

Movano is obligated under the Merger Agreement to use commercially reasonable efforts to take all action necessary to call, give notice of and hold a meeting of its stockholders for the purposes of voting on each of the Movano Stockholder Proposals. On November 6, 2025, the stockholders of a sufficient number of shares of Corvex common stock required to adopt the Merger Agreement have adopted the Merger Agreement and approved the merger and the transactions contemplated thereby through action by written consent in lieu of a meeting of the stockholders of the Company in accordance with the Corvex certificate of incorporation, Corvex bylaws, and applicable provisions of the DGCL. The Corvex Board’s recommendation that Corvex stockholders approve the Merger Agreement and the transactions contemplated thereby shall not be withdrawn or modified (and the Corvex Board shall not publicly propose to withdraw or modify such recommendation) in a manner adverse to Movano, and no resolution by the Corvex Board or any committee thereof to withdraw or the Corvex Board in a manner adverse to Movano or to adopt, approve or recommend (or publicly propose to adopt, approve or recommend) any alternative acquisition proposal shall be adopted or proposed.

Covenants; Conduct of Business Pending the Merger

Movano has agreed that, except as permitted by the Merger Agreement, as required by law, or unless Corvex shall have provided written consent, during the period commencing on the date of the Merger Agreement and continuing until the earlier to occur of the closing of the merger and the termination of the Merger Agreement, Movano will conduct its business and operations in the ordinary course consistent with past practices and in compliance with all applicable laws, regulations and certain contracts. Movano has also agreed that, subject to certain limited exceptions including the sale of the Movano legacy assets and the sale of securities in a Permitted Bright Financing or the ChEF, without the consent of Corvex, it will not, during the period commencing on the date of the Merger Agreement and continuing until the earlier to occur of the closing of the merger and the termination of the Merger Agreement:

•        declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except in connection with the payment of the exercise price and/or withholding taxes incurred upon the exercise, settlement or vesting of any award granted under any Movano equity incentive plan);

•        sell, issue, grant, pledge or otherwise dispose of or encumber or authorize any of the foregoing with respect to: any capital stock or other security (except for Movano common stock issued upon the valid exercise or settlement of outstanding options or restricted stock units to purchase shares of Movano

common stock); any option, warrant or right to acquire any capital stock or any other security of Movano; or any instrument convertible into or exchangeable for any capital stock or other security of Movano;

•        except as required to give effect to anything in contemplation of the closing of the merger, amend the Movano certificate of incorporation, Movano bylaws or other charter or organizational documents of Movano, or effect or become a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except as related to the proposed transactions under the Merger Agreement;

•        form any subsidiary or acquire any equity interest or other interest in any other entity or enter into any joint venture with any other entity;

•        lend money to any person (except for advancement of expenses to employees, directors or consultants in the ordinary course of business); incur or guarantee any indebtedness for borrowed money; guarantee any debt securities of others; or make any capital expenditure or commitment in excess of the amounts set forth in Movano operating budget delivered to Corvex concurrently with the Merger Agreement;

•        other than as required by law, adopt, establish, terminate or enter into any Movano employee benefit plan; cause or permit any Movano employee benefit plan to be amended; increase the amount of the wages, salary, commissions, benefits or other compensation or remuneration payable to any of its directors, officers or employees; increase the severance or change of control benefits offered to any current or new employees, directors or consultants; or hire, terminate (other than for cause) or give notice of termination (other than for cause) to any (x) officer, or (y) employee whose annual base salary is or is expected to be more than $100,000 per year;

•        negotiate, modify, extend, terminate, or enter into any collective bargaining agreement or other contract or arrangement with any labor union, works council, employee representative or other labor organization or recognize or certify any labor union, works council, group of employees or other labor organization for purposes of collective bargaining or as the representative for any employees;

•        announce or implement any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reduction, work schedule changes or other actions that could require notice under the WARN Act, or any other reduction in force, early retirement program, or other voluntary or involuntary employment termination program;

•        except as required by applicable law, waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any current or former employee, independent contractor or business relation;

•        commence or settle any action requiring, or reasonably expected to require, a cash payment in excess of $50,000, or commence or settle any action with any governmental body or that results in, or could reasonably be expected to result in, the imposition of any material restrictions upon Movano’s business;

•        enter into any material transaction other than in the ordinary course of business or in connection with the transactions contemplated by the Merger Agreement;

•        acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its assets or properties, or grant any encumbrance with respect to such assets or properties, except in the ordinary course of business;

•        sell, assign, transfer, license, sublicense or otherwise dispose of any material Movano intellectual property (other than pursuant to non-exclusive licenses in the ordinary course of business);

•        make, change or revoke any tax election; fail to pay any income or other material tax as such tax becomes due and payable, file any amendment making a material change to any tax return; settle or compromise any tax liability, enter into any tax allocation, sharing, indemnification or other similar agreement or arrangement, request or consent to any extension or waiver of any limitation period with

respect to any claim or assessment for any income or other material taxes (other than in connection with any extension of time to file any tax return) or adopt or change any accounting method in respect of taxes;

•        make any expenditures, incur any liabilities (other than tax liabilities incurred in the ordinary course of business) or discharge or satisfy any liabilities, in each case, in amounts that exceed $50,000 individually, or $100,000 in the aggregate, except as reflected in Movano’s interim financial statements or described in the Movano Budget;

•        other than as required by law or U.S. GAAP, take any action to materially change its accounting policies or procedures;

•        initiate or settle any legal proceeding; or

•        agree, resolve or commit to do any of the foregoing.

Corvex has agreed that, except as permitted by the Merger Agreement, as required by law, or unless Movano shall have provided written consent, during the period commencing on the date of the Merger Agreement and continuing until the earlier to occur of the closing of the merger and the termination of the Merger Agreement, Corvex will conduct its business and operations in the ordinary course consistent with past practices and in compliance with all applicable laws, regulations and certain contracts. Corvex has also agreed that, subject to certain limited exceptions, without the consent of Movano, it will not, during the period commencing on the date of the Merger Agreement and continuing until the earlier to occur of the closing of the merger and the termination of the Merger Agreement:

•        declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock; or repurchase, redeem or other-wise reacquire any shares of its capital stock or other securities (except for shares of Corvex common stock from terminated employees, directors or consultants of Corvex or in connection with the payment of the exercise price and/or withholding taxes incurred upon the exercise, settlement or vesting of any award granted under the Corvex 2024 Equity Incentive Plan);

•        effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except, for the avoidance of doubt, the transactions contemplated by the Merger Agreement;

•        (a) lend money to any Person (except for (x) the advance of reasonable business expenses to employees, directors and consultants in the ordinary course of business or (y) to a subsidiary of Corvex), (b) incur or guarantee any indebtedness for borrowed money, or (iii) guarantee any debt securities of others;

•        enter into any collective bargaining agreement or similar agreement with any labor union or similar labor organization;

•        sell, lease or otherwise irrevocably dispose of any of its material assets or properties, or grant any encumbrance with respect to such assets or properties, except in the ordinary course of business;

•        sell, assign, transfer, license, sublicense or otherwise dispose of any material Corvex intellectual property (other than pursuant to non-exclusive licenses in the ordinary course of business);

•        make, change or revoke any material tax election, fail to pay any income or other material tax as such tax became due and payable, file any amendment making any material change to any tax return, settle or compromise any income or other material tax liability, dispute, audit, investigation, proceeding, claim, or assessment, enter into any tax allocation, sharing, indemnification or other similar agreement or arrangement (including any “closing agreement” described in Section 7121 of the Code (or any similar law) with any governmental body, but excluding customary commercial contracts entered into in the ordinary course of business the principal subject matter of which is not taxes), request or consent to any extension or waiver of any limitation period with respect to any claim or assessment for any income or other material taxes (other than pursuant to an extension of time to file any tax return granted in the ordinary course of business of not more than six months), surrender any right to claim a material tax refund, or adopted or changed any material accounting method in respect of taxes;

MATTERS BEING SUBMITTED TO A VOTE OF MOVANO STOCKHOLDERS

PROPOSAL NO. 1 — THE STOCK ISSUANCE PROPOSAL

Overview

At the Movano special meeting, Movano stockholders will be asked to approve (i) the issuance of shares of Movano common stock to the Corvex stockholders pursuant to the Merger Agreement and Nasdaq Listing Rule 5635(a), which shares of Movano common stock will represent more than 20% of the shares of Movano common stock outstanding immediately prior to the merger and (ii) the change of control of Movano resulting from the merger pursuant to Nasdaq Listing Rule 5635(b).

Immediately following the merger, it is expected that Corvex securityholders will own approximately 94.8% of the outstanding capital stock of the combined company on a fully-diluted basis, and the Movano securityholders will own approximately 5.2% of the outstanding capital stock of the combined company on a fully-diluted basis, subject to adjustment as provided in the Merger Agreement.

The terms of, reasons for and other aspects of the Merger Agreement, the issuance of shares of Movano common stock pursuant to the Merger Agreement are described in detail in the other sections in this proxy statement/prospectus. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.

Reasons for the Proposal

Under Nasdaq Listing Rule 5635(a), a company listed on Nasdaq is required to obtain stockholder approval prior to the issuance of common stock, among other things, in connection with the acquisition of another company’s stock, if (x) pursuant to Nasdaq Listing Rule 5635(a)(1), the number of shares of common stock to be issued is in excess of 20% of the number of shares of common stock then outstanding, or (y) pursuant to Nasdaq Listing Rule 5635(a)(2), any director, officer or “Substantial Shareholder” (as defined by Nasdaq Listing Rule 5635(e)(3)) of such company has a 5% or greater interest, directly or indirectly, in the company to be acquired or in the consideration to be paid in the transaction and the issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more. The potential issuance of the shares of Movano common stock in the merger exceeds the 20% under the Nasdaq Listing Rules and is expected to represent approximately 98.2% of Movano’s common stock immediately following the merger. Accordingly, in order to ensure compliance with Nasdaq Listing Rule 5635(a), Movano must obtain the approval of Movano stockholders for the issuance of these shares of Movano common stock in the merger.

Under Nasdaq Listing Rule 5635(b), a company listed on Nasdaq is required to obtain stockholder approval prior to an issuance of stock that will result in a “change of control” of the listed company. It is expected that Nasdaq will determine that the merger constitutes a “change of control” of the listed company. Accordingly, in order to ensure compliance with Nasdaq Listing Rule 5635(b), Movano must obtain the approval of Movano stockholders of the change of control resulting from the merger.

Required Vote

Approval of the Stock Issuance Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of stock of the Company which are present in person or by proxy and entitled to vote thereon.

The merger is conditioned upon the approval of the Stock Issuance Proposal (or the waiver thereof in accordance with the terms of the Merger Agreement). Notwithstanding the approval of the Stock Issuance Proposal, if the merger is not consummated for any reason, the actions contemplated by the Stock Issuance Proposal will not be effected.

Certain Movano stockholders have agreed to vote any shares of Movano common stock owned by them in favor of the Stock Issuance Proposal, subject to the terms of the support agreements. See “Agreements Related to the Merger — Support Agreements” of this proxy statement/prospectus for more information.

Unless otherwise instructed, it is the intention of the persons named in the accompanying proxy card to vote shares represented by properly executed proxy cards “FOR” the approval of the Stock Issuance Proposal.

THE MOVANO BOARD UNANIMOUSLY RECOMMENDS THAT THE MOVANO STOCKHOLDERS VOTE “FOR” THE STOCK ISSUANCE PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF MOVANO COMMON STOCK PURSUANT TO THE MERGER AGREEMENT.

PROPOSAL NO. 2 — THE 2026 PLAN PROPOSAL

Overview

We are asking stockholders to approve the Corvex, Inc. 2026 Equity Incentive Plan (the “2026 Plan”), which, if approved by the stockholders and adopted by the combined company, will be available to the combined company on a go-forward basis following the closing of the business combination. The 2026 Plan is described in more detail below, and a copy of the 2026 Plan is attached here as Annex D.

Reasons for the Proposal

The purpose of the Plan is to enhance the ability of the combined company to attract, retain and incentivize employees, independent contractors and directors and promote the success of its business. Equity compensation will be a vital element of the combined company’s compensation program and the ability to grant stock awards at competitive levels is in the best interest of the combined company and its stockholders.

Approval of the 2026 Plan by the stockholders is required, among other things, in order to comply with stock exchange rules requiring stockholder approval of equity compensation plans and allow the grant of incentive stock options under the Plan. If the Plan is approved by the stockholders, the 2026 Plan will become effective as of the closing of the merger.

Summary of the 2026 Plan

The Corvex, Inc. 2026 Equity Incentive Plan, or the 2026 Plan, was adopted by our board of directors on            , 2025. The 2026 Plan becomes effective as of the closing of the merger; and no awards may be granted under the 2026 Plan prior to such effective date. We intend to use the 2026 Plan to provide incentives that will assist us to attract, retain, and motivate employees, including officers, consultants, and directors.

Below is a summary of the principal provisions of the 2026 Plan, which summary is qualified in its entirety by reference to the full text of the 2026 Plan, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part.

The 2026 Plan will remain in effect, subject to the right of our board of directors or Compensation Committee to amend or terminate the 2026 Plan at any time, until the earlier of (a) the earliest date as of which all awards granted under the 2026 Plan have been satisfied in full or terminated and no shares of common stock approved for issuance under the 2026 Plan remain available to be granted under new awards, or (b)            ,            2036. No awards will be granted under the 2026 Plan after such termination date. Subject to other applicable provisions of the 2026 Plan, all awards made under the 2026 Plan on or before            ,            2036, or such earlier termination of the 2026 Plan, shall remain in effect until such awards have been satisfied or terminated in accordance with the 2026 Plan and the terms of such awards.

The 2026 Plan will be administered by the Compensation Committee. The Compensation Committee has the authority, in its sole and absolute discretion, to grant awards under the 2026 Plan to eligible individuals, and to take all other actions necessary or desirable to carry out the purpose and intent of the 2026 Plan. Further, the Compensation Committee has the authority, in its sole and absolute discretion, subject to the terms and conditions of the 2026 Plan, to, among other things:

•        determine the eligible individuals to whom, and the time or times at which, awards shall be granted;

•        determine the type of awards to be granted to any eligible individual;

•        determine the number of shares of common stock to be covered by or used for reference purposes for each award or the value to be transferred pursuant to any award; and

•        determine the terms, conditions and restrictions applicable to each award and any shares of common stock acquired pursuant thereto, including, without limitation, (i) the purchase price of any shares of common stock, (ii) the method of payment for shares of common stock purchased pursuant to any award, (iii) the method for satisfying any tax withholding obligation arising in connection with any award, including by the withholding or delivery of shares of common stock, (iv) the timing, terms and

conditions of the exercisability, vesting or payout of any award or any shares of common stock acquired pursuant thereto, (v) the performance goals applicable to any award and the extent to which such performance goals have been attained, (vi) the time of the expiration of an award, (vii) the effect of a participant’s Termination of Service, as defined in the 2026 Plan, on any of the foregoing and (viii) all other terms, conditions and restrictions applicable to any award or shares of common stock acquired pursuant thereto as the administrator considers to be appropriate and not inconsistent with the terms of the 2026 Plan.

2,500,000 shares of our common stock will be initially authorized and reserved for issuance under the 2026 Plan. The reserve will automatically increase on January 1, 2027 and each subsequent anniversary through 2036, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Compensation Committee.

Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the 2026 Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards which expire, are cancelled, forfeited, terminated unearned, settled in cash, or withheld or surrendered in payment of an exercise price or taxes under the 2026 Plan will again become available for issuance under the 2026 Plan.

Subject to adjustment as provided in the provision of the 2026 Plan pertaining to the occurrence of certain corporate transactions, the maximum number of shares of common stock that may be issued pursuant to stock options granted under the 2026 Plan that are intended to qualify as incentive stock options is 15,000,000.

The Compensation Committee may establish compensation for directors who are not our employees, provided that the sum of any cash compensation and the grant date fair value of Awards granted under the 2026 Plan to a non-employee director as compensation for services as a non-employee director during any calendar year may not exceed $750,000 for an annual grant, or $1,000,000 in the first year of service. The Compensation Committee, in its discretion, may make exceptions to this limit for individual non-employee directors in extraordinary circumstances.

Awards may be granted individually or in tandem with other types of awards, concurrently with or with respect to outstanding awards. All awards will be evidenced by a written agreement between us and the holder of the award and may include any of the following:

•        Stock options.    We may grant non-statutory stock options or incentive stock options (as described in Section 422 of the Code), each of which gives its holder the right, during a specified term (not exceeding ten years) and subject to any specified vesting or other conditions, to purchase a number of shares of our common stock at an exercise price per share determined by the administrator, which may not be less than the fair market value of a share of our common stock on the date of grant.

•        Stock appreciation rights.    A stock appreciation right, or SAR, gives its holder the right, during a specified term (not exceeding ten years) and subject to any specified vesting or other conditions, to receive the appreciation in the fair market value of our common stock between the date of grant of the award and the date of its exercise. We may pay the appreciation in shares of our common stock or in cash.

•        Restricted stock.    We may grant restricted stock awards. Shares of restricted stock remain subject to forfeiture until vested, based on such terms and conditions as we specify. Holders of restricted stock will have the right to vote the shares and to receive any dividends paid, except that the dividends may be subject to the same vesting conditions as the related shares.

•        Restricted stock units.    Restricted stock units, or RSUs, represent rights to receive shares of our common stock (or their value in cash) at a future date without payment of a purchase price, subject to vesting or other conditions specified by the administrator. Holders of RSUs have no voting rights or rights to receive cash dividends unless and until shares of common stock are issued in settlement of such awards. However, the administrator may grant RSUs that entitle their holders to dividend equivalent rights.

•        Performance awards.    Performance awards, consisting of either performance shares or performance units, are awards that will result in a payment to their holder only if specified performance goals are achieved during a specified performance period. The administrator establishes the applicable performance goals based on one or more measures of business performance, such as combined ratio or gross written premiums growth. To the extent earned, performance awards may be settled in cash, in shares of our common stock or a combination of both in the discretion of the administrator. Holders of performance shares or performance units have no voting rights or rights to receive cash dividends unless and until shares of common stock are issued in settlement of such awards. However, the administrator may grant performance shares that entitle their holders to dividend equivalent rights.

•        Other share-based awards.    The administrator may grant cash-based awards that specify a monetary payment or range of payments or other share-based awards that specify a number or range of shares or units that, in either case, are subject to vesting or other conditions specified by the administrator. Settlement of these awards may be in cash or shares of our common stock, as determined by the administrator. Their holders will have no voting rights or right to receive cash dividends unless and until shares of our common stock are issued pursuant to the awards. The administrator may grant dividend equivalent rights with respect to other share-based awards.

Awards are generally nontransferable except on death or in limited cases subject to approval by the administrator.

In the event of a change in control, as defined in the 2026 Plan, outstanding awards will terminate upon the effective time of the change in control unless provision is made for the continuation, assumption or substitution of awards by the surviving or successor entity or its parent. Unless an award agreement says otherwise, the following will occur with respect to awards that terminate in connection with a change in control:

•        stock options and stock appreciation rights will become fully exercisable and holders of these awards will be permitted immediately before the change in control to exercise them;

•        restricted stock and stock units with time-based vesting (i.e., not subject to achievement of performance goals) will become fully vested immediately before the change in control, and stock units will be settled as promptly as is practicable in accordance with applicable law; and

•        performance shares and units that vest based on the achievement of performance goals will vest as if the performance goal for the unexpired performance period had been achieved at the target level (unless the award agreement provides for vesting at a greater amount) and the performance units will be settled as promptly as is practicable in accordance with applicable law.

New Plan Benefits

No awards have been previously granted under the 2026 Plan as of the date hereof and no awards have been granted under the 2026 Plan, subject to stockholder approval of the 2026 Plan.

Summary of U.S. Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences of certain transactions under the 2026 Plan. It does not describe all federal tax consequences under the 2026 Plan, nor does it describe state or local tax consequences.

Incentive Stock Options.    No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If shares of the common stock issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized in excess of the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) neither the combined company nor its subsidiaries will be entitled to any deduction for federal income tax purposes; provided that such incentive stock option otherwise meets all of the technical requirements of an incentive stock option. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If shares of common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of common stock at exercise (or, if less, the amount realized on a sale of such shares of the common stock) over the option price thereof, and (ii) the combined company or its subsidiaries will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering shares of the combined company’s common stock.

If an incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

No income is generally realized by the optionee at the time a non-qualified option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares of common stock on the date of exercise, and we receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of common stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

For all other awards under the 2026 Plan, the combined company generally will be entitled to a tax deduction in connection with other awards under the 2026 Plan, as amended, in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize such tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides for deferred settlement.

The vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause all or a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to either the combined company or its subsidiaries, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Required Vote

Approval of the 2026 Plan Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of stock of Movano which are present in person or by proxy and entitled to vote thereon. The 2026 Plan Proposal is conditioned on the approval of the Stock Issuance Proposal. Therefore, if approval of the merger is not obtained, the 2026 Plan Proposal will have no effect, even if approved by Movano stockholders.

Unless otherwise instructed, it is the intention of the persons named in the accompanying proxy card to vote shares represented by properly executed proxy cards “FOR” the approval of the 2026 Plan Proposal.

THE MOVANO BOARD UNANIMOUSLY RECOMMENDS THAT THE MOVANO STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE 2026 PLAN.

PROPOSAL NO. 3 — THE 2026 ESPP PROPOSAL

Overview

We are asking stockholders to approve the Corvex, Inc. 2026 Employee Stock Purchase Plan (the “ESPP”), which, if approved by the stockholders and adopted by the combined company, will be available to the combined company on a go-forward basis following the closing of the business combination. The ESPP is described in more detail below, and a copy of the ESPP is attached here as Annex E.

Reasons for the Proposal

The purpose of the ESPP is to provide eligible employees with the opportunity to acquire an ownership interest in the combined company at a discount through accumulated payroll deductions. We believe that the ESPP will be a key factor in retaining existing employees, recruiting and retaining new employees, and aligning the interests of the combined company’s employees with those of its stockholders. The ESPP will permit the grant of purchase rights to employees that are intended to qualify for favorable U.S. federal income tax treatment under Section 423 of the Code.

Summary of the 2026 ESPP

The Corvex, Inc. 2026 Employee Stock Purchase Plan, or the ESPP, was adopted by our board of directors on            , 2025. The ESPP will become effective as of the closing of the merger.

The purpose of the ESPP is to attract, retain and reward our employees who contribute to our growth and profitability by providing them with an opportunity to acquire an ownership interest in the Company.

900,000 shares of our common stock will be available for sale under the ESPP. In addition, the ESPP provides for annual increases in the number of shares available for issuance under the ESPP on January 1, 2027 and each subsequent anniversary through 2036, equal to the smallest of:

•        2% of the outstanding shares of our common stock on the immediately preceding December 31; or

•        3,000,000 shares; or

•        such other amount as may be determined by our Compensation Committee.

Appropriate adjustments will be made in the number of authorized shares and in outstanding purchase rights to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to purchase rights which expire or are cancelled will again become available for issuance under the ESPP.

The Compensation Committee will administer the ESPP and have full authority to interpret the terms of the ESPP. The ESPP provides, subject to certain limitations, for indemnification by us of any director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the ESPP.

All of our employees, including our named executive officers, are eligible to participate if they are customarily employed at least 20 hours per week and more than five months in any calendar year. Non-employee directors are not eligible to participate in the ESPP. Employees will be limited to purchasing $25,000 of stock each year and will not be able to purchase if such a purchase would cause the employee to own 5% or more of our stock.

The ESPP is intended to qualify under Section 423 of the Code and the ESPP shall be so construed. The ESPP includes a non-423 component to allow for issuances to participants outside the United States, if any. The Compensation Committee may, in its discretion, determine the terms of offering periods, including establishing offering periods of up to 27 months and providing for multiple purchase dates. The ESPP permits participants to purchase common stock through payroll deductions of up to 15.0% of their regular gross earnings and overtime payments. Other types of compensation are not considered part of compensation for purposes of the ESPP.

Unless provided otherwise by the Compensation Committee, the purchase price of the shares will be 85.0% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the last day of the offering period. Participants may end their participation at any time during an offering period and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment with us.

Prior to the beginning of any offering period, the Compensation Committee may alter the maximum number of shares that may be purchased by any participant during the offering period or specify a maximum aggregate number of shares that may be purchased by all participants in the offering period. If insufficient shares remain available under the plan to permit all participants to purchase the number of shares to which they would otherwise be entitled, the administrator will make a pro rata allocation of the available shares. Any amounts withheld from participants’ compensation in excess of the amounts used to purchase shares will be refunded, without interest.

A participant may not transfer rights granted under the ESPP other than by will, the laws of descent and distribution or as otherwise provided under the ESPP as described below. In the event of a change in control, an acquiring or successor corporation may assume our rights and obligations under outstanding purchase rights or substitute substantially equivalent purchase rights. If the acquiring or successor corporation does not assume or substitute for outstanding purchase rights, then the purchase date of the offering periods then in progress will be accelerated to a date prior to the change in control.

The ESPP will continue in effect until terminated by the Compensation Committee. The Compensation Committee has the authority to amend, suspend or terminate the ESPP at any time.

New Plan Benefits

No awards have been previously granted under the 2026 ESPP as of the date hereof and no awards have been granted under the 2026 Plan, subject to stockholder approval of the 2026 ESPP.

Summary of U.S. Federal Income Tax Consequences

The following is a general summary under current law of the principal United States federal income tax consequences related to participation in the ESPP. This summary deals with the general federal income tax principles that apply and is provided only for general information and does not purport to be complete. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. A participant will be taxed on amounts withheld for the purchase of shares of common stock as if such amounts were actually received. For federal income tax purposes, a participant in an offering generally will not recognize taxable income on the grant of an option under the ESPP, nor will the Company be entitled to any deduction at that time. Additionally, the participant should not recognize taxable income at the time of exercise of any purchase right granted under the ESPP. In general, no income relating to options granted or shares purchased under the ESPP will be taxable to a participant until the disposition of the acquired shares, and the method of taxation will depend upon the holding period of the acquired shares.

If stock acquired upon exercise of an option granted under the ESPP is held for a minimum of two years from the offering date and one year from the purchase date (or the participant dies holding the shares at any time), the participant (or the participant’s estate) will recognize ordinary income on a subsequent sale or disposition of the shares (or, upon death, while holding the shares), measured as the lesser of (x) the excess of the fair market value of the shares at the time of such sale or disposition (or death) over the purchase price or (y) the excess of the fair market value of the shares on the offering date over the purchase price. Any additional gain on a sale or other disposition of the shares will be treated as long-term capital gain.

If the holding period requirements are not met (i.e., a Disqualifying Disposition), the participant will recognize ordinary income at the time of the sale or other disposition equal to the excess of the fair market value of the shares on the date the option is exercised over the purchase price, with any remaining gain or loss being treated as capital gain or capital loss. However, if the holding period requirements are not met and the amount realized at the time of disposition is less than the fair market value of the shares at the time of exercise, the participant will recognize

ordinary income to the extent of the excess of the fair market value of such shares on the date the option was exercised over the purchase price for such shares, and a capital loss to the extent the fair market value of such shares on the exercise date exceeds the amount realized upon disposition.

The combined company and its subsidiaries and affiliates generally are not entitled to a federal income tax deduction upon either the exercise of an option granted under an offering or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares.

Required Vote

Approval of the 2026 ESPP Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of stock of Movano which are present in person or by proxy and entitled to vote thereon.

The 2026 ESPP Proposal is conditioned on the approval of the Stock Issuance Proposal. Therefore, if approval of the merger is not obtained, the 2026 ESPP Proposal will have no effect, even if approved by Movano stockholders.

Unless otherwise instructed, it is the intention of the persons named in the accompanying proxy card to vote shares represented by properly executed proxy cards “FOR” the approval of the 2026 ESPP Proposal.

THE MOVANO BOARD UNANIMOUSLY RECOMMENDS THAT THE MOVANO STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE 2026 PLAN PROPOSAL.

PROPOSAL NO. 4 — THE ADJOURNMENT PROPOSAL

General

If Movano fails to receive a sufficient number of votes to approve the Stock Issuance Proposal, Movano may propose to adjourn the Movano special meeting for the purpose of soliciting additional proxies to approve the Stock Issuance Proposal. Movano currently does not intend to propose adjournment at the Movano special meeting if there are sufficient votes to approve the Stock Issuance Proposal.

If a quorum is not present at the Movano special meeting, under the Movano bylaws, either the chairperson of the meeting or the stockholders so present (in person or by proxy) and entitled to vote may adjourn the Movano special meeting until a quorum is present or represented.

Required Vote

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of stock of Movano which are present in person or by proxy and entitled to vote thereon.

The merger is not conditioned upon the approval of the Adjournment Proposal.

Unless otherwise instructed, it is the intention of the persons named in the accompanying proxy card to vote shares represented by properly executed proxy cards “FOR” the approval of the Adjournment Proposal.

THE MOVANO BOARD UNANIMOUSLY RECOMMENDS THAT THE MOVANO STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

MOVANO BUSINESS

Pending Merger Agreement with Corvex

On November 6, 2025, Movano, Merger Sub and Corvex entered into the Merger Agreement, pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Corvex, with Corvex surviving the merger as the wholly-owned subsidiary of the combined company. See “The Merger” and “The Merger Agreement” in this proxy statement/prospectus and for a description of the Merger Agreement and the transactions contemplated thereby.

If the merger is completed, the business of Movano will become the business of Corvex as described on page 150 under the caption “Corvex Business.” If the merger is not completed, Movano will reconsider its strategic alternatives and may pursue one of the following courses of action, which Movano currently believes are the most likely alternatives if the merger with Corvex is not completed:

•        Pursue another strategic transaction similar to the merger. Movano may resume its process of evaluating other companies interested in pursuing a strategic transaction with Movano and, if a candidate is identified, focus its attention on negotiating and completing such a transaction with such candidate.

•        Dissolve and liquidate its assets. If Movano is unable, or does not believe that it is able, to find a suitable candidate for another strategic transaction, Movano may dissolve and liquidate its assets. In the event of dissolution, Movano would be required to pay all of its debts and contractual obligations and to set aside certain reserves for potential future claims. If Movano dissolves and liquidates its assets, there can be no assurance as to the amount or timing of available cash that will remain for distribution to Movano’ stockholders after paying Movano’ debts and other obligations and setting aside funds for its reserves.

Overview

Movano Inc., dba Movano Health, a Delaware corporation, is developing a platform to deliver purpose-driven healthcare solutions to bring medical-grade, high-quality data to the forefront of consumer health devices.

Movano’s initial commercial product is the Evie Ring, a wearable designed specifically for women that was launched in November 2023. Movano launched the Evie Ring as a general wellness device without any FDA premarket clearances.

The Evie Ring combines health and wellness metrics to give a full picture of one’s health, which includes resting heart rate, heart rate variability, blood oxygen saturation, respiration rate, skin temperature variability, period and ovulation tracking, menstrual symptom tracking, activity profile, including steps, active minutes and calories burned, sleep stages and duration, and mood tracking. The device provides women with continuous health data distilled down to simple, yet meaningful, insights to help them make manageable lifestyle changes and take a more proactive approach that could mitigate the risks of chronic disease.

Separately, in November 2024, Movano received FDA 510(k) clearance for the pulse oximetry feature in its EvieMED Ring, making it a medical device. The clearance enables Movano to pursue health solutions needed for applications such as clinical trials, post-clinical trial management, and remote patient spot check monitoring for both healthcare providers and payors. Movano believes EvieMED is one of the first patient wearables with FDA clearance on the entire system, both hardware and software, differing from Movano’s competition, which sometimes gets FDA clearance on an individual algorithm under “Software as a Medical Device” guidance. The FDA clearance of these metrics, including pulse rate and blood oxygen saturation, will be sold via prescription under the brand name EvieMED, which will help ensure clinical-level confidence in EvieMED’s monitoring capabilities and make the device attractive to clinicians and to facilities engaged in clinical trials for at-home and/or long-term patient monitoring. This unique competitive advantage is not only a key pillar in building brand trust and loyalty but will also redefine the expectations of wearable devices.

In addition to the Evie Ring and EvieMED Ring, Movano is developing the smallest ever patented and proprietary System-on-a-Chip (“SoC”) designed specifically for blood pressure or CGM systems. Movano built the integrated sensor from the ground up with multiple antennas and a variety of frequencies to achieve an unprecedented level of precision in health monitoring. Movano is currently conducting clinical studies with the SoC and developing algorithms that, if successful, will enable Movano to develop wearables that can measure glucose

non-invasively and blood pressure without a cuff. Movano’s end goal is to bring a Class II FDA-cleared device to the market that includes CGM and cuffless blood pressure monitoring capabilities. Over time, Movano’s technology could also enable the measurement and potentially continuous monitoring of other health data.

Intellectual Property

Movano is committed to developing and protecting its intellectual property and, where appropriate, filing patent applications to protect its technology. Movano relies on a combination of patent, copyright, trademark and trade secret laws and other agreements with employees and third parties to establish and protect its proprietary intellectual property rights. Movano requires its officers, employees and consultants to enter into standard agreements containing provisions requiring confidentiality of proprietary information and assignment to Movano of all inventions made during the course of their employment or consulting relationship. Movano also enters into nondisclosure agreements with its commercial counterparties and limit access to, and distribution of, its proprietary information.

As of December 5, 2025, Movano owns, jointly owns, or has exclusive rights to 31 issued and in-force patents (that cover one or more of its products or product candidates for method, system and device development) that expire at various times between November 12, 2039 and December 18, 2040. Furthermore, as of December 5, 2025, Movano owns, jointly owns, or has exclusive rights to two pending U.S. patent applications, and one pending foreign patent application.

While Movano has not registered any of the copyrights in its software code, its software code, once written, would be protected by applicable U.S. copyright law.

Regulation

FDA Regulation

While the first iteration of the Evie Ring is a general wellness device and therefore does not require FDA premarket clearance, EvieMED is a medical device and required FDA clearance and over time Movano plans to execute accuracy studies to gain additional FDA clearances on vital signs monitoring capabilities including respiration rate. Movano’s end goal is to bring a Class II FDA-cleared device to the market, which may include additional form factors, and that includes CGM and cuffless blood pressure monitoring capabilities.

Before and after approval or clearance in the U.S., these subsequent iterations of Movano’s planned solution will be subject to extensive regulation by FDA under the Federal Food, Drug and Cosmetic Act (the “FD&C Act”) and/or the Public Health Service Act, as well as by other regulatory bodies. FDA regulations govern, among other things, the development, testing, manufacturing, labeling, safety, storage, record-keeping, market clearance or approval, advertising and promotion, import and export, marketing and sales, and distribution of medical devices and pharmaceutical products. There may be certain commercial applications for Movano’s technology that require less regulatory scrutiny than described below.

FDA Approval or Clearance of Medical Devices

In the U.S., medical devices are subject to varying degrees of regulatory control and are classified in one of three classes depending on the extent of controls FDA determines are necessary to reasonably ensure their safety and efficacy:

•        Class I: general controls, such as labeling, establishment registration, device listing, and, for some devices, adherence to quality system regulations;

•        Class II: the general controls plus certain special controls, FDA clearance via a premarket notification, or 510(k) submission, specific controls such as performance standards, patient registries and post-market surveillance and additional controls such as labeling and adherence to quality system regulations; and

•        Class III: general and special controls and approval of a PMA application.

To request marketing authorization by means of a 510(k) clearance, we must submit a notification demonstrating that the proposed device is substantially equivalent to another legally marketed medical device, a “predicate device,” has the same intended use, and is as safe and effective as the predicate device and does not raise different questions of safety and effectiveness than a legally marketed device. 510(k) submissions generally include, among other things, a description of the device and its manufacturing, device labeling, medical devices to which the device is substantially equivalent, safety and biocompatibility information and the results of performance testing. In this case, the 510(k) submission will likely also include data from human clinical studies demonstrating performance and other parameters. Marketing may commence only when FDA issues a clearance letter finding substantial equivalence. The typical duration to receive a 510(k) clearance is approximately six to twelve months from the date of the initial 510(k) submission, although there is no guarantee that the timing will not be longer.

In some instances, the 510(k) pathway for product marketing may be used with only proof of substantial equivalence in technology for a given indication with a predicate device. In other instances, FDA may require additional clinical work to prove efficacy in addition to technological equivalence and basic safety. Whether clinical data is provided or not, FDA may decide to reject the substantial equivalence argument Movano presents. If that happens, the device is automatically designated as a Class III device. The device sponsor must then fulfill more rigorous PMA requirements or can request a risk-based classification determination for the device in accordance with the “de novo” process, which may determine that the new device is of low to moderate risk and that it can be appropriately regulated as a Class I or II device. If a de novo request is granted, the device may be legally marketed, and a new classification is established. If the device is classified as Class II, the device may serve as a predicate for future 510(k) submissions. If the device is not reclassified through de novo review, then it must go through the standard PMA process for Class III devices.

After a device receives 510(k) clearance, any product modification that could significantly affect the safety or effectiveness of the product, or that would constitute a significant change in intended use, requires a new 510(k) clearance or, if the device would no longer be substantially equivalent, a PMA.

A PMA application must provide a demonstration of safety and effectiveness, which generally requires extensive pre-clinical and clinical trial data. Information about the device and its components, device design, manufacturing, and labeling, among other information, must also be included in the PMA. As part of the PMA review, FDA will inspect the manufacturer’s facilities for compliance with quality system regulation requirements, which govern testing, control, documentation, and other aspects of quality assurance with respect to manufacturing, testing, and storage of medical devices. If FDA determines the application or manufacturing facilities are not acceptable, FDA may outline the deficiencies in the submission and often will request additional testing or information. Notwithstanding the submission of any requested additional information, FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval. During the review period, an FDA advisory committee, typically a panel of clinicians and statisticians, may be convened to review the application and recommend to FDA whether, or upon what conditions, the device should be approved. FDA is not bound by the advisory panel decision. While FDA often follows the panel’s recommendation, there have been instances in which FDA has not. FDA must find the information to be satisfactory to approve the PMA. The PMA approval can include post-approval conditions, including, among other things, restrictions on labeling, promotion, sale and distribution, or requirements to do additional clinical studies after approval. Even after approval of a PMA, a new PMA or PMA supplement is required to authorize certain modifications to the device, its labeling, or its manufacturing process. Supplements to a PMA often require the submission of the same type of information required for an original PMA, except that the supplement is generally limited to that information needed to support the proposed change from the product covered by the original PMA. The typical duration to receive PMA approval is approximately two years from the date of submission of the initial PMA application, although there is no guarantee that the timing will not be longer.

Clinical Trials of Medical Devices

One or more clinical trials are generally required to support a PMA application and are sometimes necessary to support a 510(k) submission. Clinical studies of unapproved or uncleared medical devices or devices being studied for uses for which they are not approved or cleared (investigational devices) must be conducted in compliance with FDA requirements. If an investigational device could pose a significant risk to patients, the sponsor company must submit an investigational device exemption application to FDA prior to initiation of the clinical study. If an institutional review board determines that a device study does not present a significant risk, an investigational

device exemption submission to FDA is not required. An investigational device exemption application must be supported by appropriate data, such as animal and laboratory test results, showing that it is safe to test the device on humans and that the testing protocol is scientifically sound. Except for studies involving certain banned devices, the investigational device exemption will automatically become effective 30 days after receipt by FDA unless FDA notifies the company that the investigation may not begin. Clinical studies of investigational devices may not begin until an institutional review board has approved the study.

During the study, the sponsor must comply with FDA’s investigational device exemption requirements. These requirements include investigator selection, trial monitoring, adverse event reporting, and record keeping. The investigators must obtain patient informed consent, rigorously follow the investigational plan and study protocol, control the disposition of investigational devices, and comply with reporting and record keeping requirements. The sponsor, FDA, or the institutional review board at each institution at which a clinical trial is being conducted may suspend a clinical trial at any time for various reasons, including a belief that the subjects are being exposed to an unacceptable risk. During the approval or clearance process, FDA typically inspects the records relating to the conduct of one or more investigational sites participating in the study supporting the application.

Post-Approval Regulation of Medical Devices

After a device is cleared or approved for marketing, numerous and pervasive regulatory requirements continue to apply. These include:

•        FDA quality systems regulation, which governs, among other things, how manufacturers design, test, manufacture, exercise quality control over, and document manufacturing of their products;

•        labeling and claims regulations, which prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling; and

•        the Medical Device Reporting regulation, which requires reporting to FDA of certain adverse experiences associated with use of the product.

Good Manufacturing Practices Requirements

Manufacturers of most medical devices are required to comply with the good manufacturing practices set forth in the quality system regulation promulgated under Section 520 of the FD&C Act. Current good manufacturing practices regulations require, among other things, quality control and quality assurance as well as the corresponding maintenance of records and documentation. The manufacturing facility for an approved product must be registered with FDA and meet current good manufacturing practices requirements to the satisfaction of FDA pursuant to a pre-PMA approval inspection before the facility can be used. Manufacturers, including third party contract manufacturers, are also subject to periodic inspections by FDA and other authorities to assess compliance with applicable regulations. Failure to comply with statutory and regulatory requirements subjects a manufacturer to possible legal or regulatory action, including the seizure or recall of products, injunctions, consent decrees placing significant restrictions on or suspending manufacturing operations, and civil and criminal penalties. Adverse experiences with the product must be reported to FDA and could result in the imposition of marketing restrictions through labeling changes or in product withdrawal. Product approvals may be withdrawn if compliance with regulatory requirements is not maintained or if problems concerning safety or efficacy of the product occur following the approval.

Federal Communication Commission (“FCC”) Regulations

Movano’s RF-based technology involves the transmission of RF energy, and as such, will be subject to regulation by the FCC, including the FCC’s equipment authorization regulations and its regulations governing human exposure to RF energy. In particular, Movano expects the planned solution to be regulated under Part 18 of the FCC’s rules governing industrial, scientific, and medical (ISM) equipment, and to be classified as consumer ISM equipment under that rule part. Based on the expected frequency and power of operation, we expect that the product will comply with the Part 18 technical specifications for these types of devices, which Movano will be required to verify under FCC equipment authorization procedures. Movano also expects, based on the device’s frequency and power of operation, that the product will comply with the FCC’s requirements governing human exposure to RF energy.

HIPAA and other Privacy Laws

The federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as well as a number of other federal and state privacy-related laws, extensively regulate the use and disclosure of individually identifiable health information, known as “protected health information” or “PHI”.

HIPAA applies to health plans, healthcare providers who engage in certain standard healthcare transactions electronically, such as electronic billing, and healthcare clearinghouses, all of which are referred to as “covered entities” under HIPAA. State imposed health information privacy and security laws typically apply based on licensure, for example, licensed providers or licensed entities are limited in their ability to use and share health information.

Additionally, all U.S. states have enacted legislation protecting the privacy and security of “personal information”, such as identifiable financial or health information, social security numbers, credit card information and other personally identifiable information. These laws overlap and apply simultaneously with federal privacy and security requirements and regulated entities must comply with all of them. In dealing with health information for the development of our technology or for commercial purposes, we may perform activities that implicate HIPAA and state-imposed health information privacy and cybersecurity laws. Additionally, we must identify and comply with all applicable state laws for the protection of personal information with respect to personal information that we collect.

To the extent our activities extend outside of the United States, Movano will be required to comply with international, national, and provincial personal data protection laws and regulations, including the GDPR. The GDPR and other national or provincial laws provide a prescriptive, detailed regulation that provides extensive powers to public authorities to sanction and stop use of personal data. The GDPR and national or provincial laws outside of Europe require significant effort and expense to ensure compliance. All of these laws may impact Movano’s business and may change periodically, which could adversely affect Movano’s business operations.

Environmental

The cost of compliance with federal, state, and local provisions related to the protection of the environment has had no material effect on Movano’s business. There were no material capital expenditures for environmental control facilities in the year ended December 31, 2024, and there are no material expenditures planned for such purposes for the year ended December 31, 2025.

Competition

The technology industry, generally, and the general wellness, continuous glucose and blood pressure monitoring markets, in particular, are intensely competitive, subject to rapid change and significantly affected by new product introductions and other market activities by industry participants. To compete successfully, we will need to demonstrate the advantages of our products and technologies over well-established alternative solutions, products, and technologies, as well as newer ones, and convince consumers and enterprises of the advantages of our products and technologies.

With respect to a potential solution that is targeted at the general wellness market, Movano would face direct and indirect competition from a number of competitors who have developed and commercialized similar products. These competitors include Apple, Samsung, Garmin, Fitbit, WHOOP and Oura Health. Many of such potential competitors enjoy significantly greater name recognition and have significantly greater financial resources and expertise in research and development, manufacturing, and sales and marketing than Movano has.

With respect to Movano’s planned CGM solution, Movano will face direct and indirect competition from a number of competitors who have developed or are developing products for continuous monitoring of glucose levels. These competitors include DexCom, Inc., Abbott Laboratories, Medtronic plc, Roche Diagnostics, LifeScan, Inc., Ascensia Diabetes Care Holdings AG, Senseonics Holdings, Inc., Integrity Applications, Inc., Nemaura Medical, Biolinq Inc., and Profusa, Inc. Movano’s planned solution will also compete with traditional glucometers, which remain an inexpensive alternative. Many of the companies Movano will compete with enjoy significantly greater name recognition and have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals, and sales and marketing of approved products than Movano has.

Movano will also face direct and indirect competition from a number of competitors who have developed or are developing products that monitor blood pressure. These competitors include OMRON Corporation, Welch Allyn, A&D Medical, American Diagnostic Corporation, GE Healthcare, Masimo Corporation, Philips, SunTech Medical Inc., Aktiia, Biobeat and Blumio. Many of the companies Movano will compete with enjoy significantly greater name recognition and have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals, and sales and marketing of approved products than Movano has.

Mergers and acquisitions in the medical device, biotechnology and diagnostic industries may result in even more resources being concentrated among a smaller number of Movano’s competitors. Other small or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. There are also several academic and other institutions involved in various phases of technology development regarding blood glucose monitoring devices.

Movano believes the ability to deploy our technology on a non-invasive basis, packaged in a wearable that is painless, cuffless, simple, smart and competitively priced, will provide Movano with a competitive advantage. Movano cannot however assure you that it will be able to compete successfully.

Employees and Human Capital Resources

As of December 5, 2025, Movano had 18 employees, all of whom are employed on a full-time basis. None of Movano’s employees are covered by a collective bargaining agreement, and we believe our relationship with our employees is good.

Movano’s human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing, and integrating our existing and new employees, advisors, and consultants. The principal purposes of our equity incentive plans are to attract, retain and reward personnel through the granting of stock-based compensation awards, to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.

Corporate and Available Information

Movano was incorporated in the State of Delaware in January 2018 under the name Maestro Sensors Inc. On August 3, 2018, we changed our name to Movano Inc. Our principal executive offices are located at 6800 Koll Center Pkwy., Pleasanton, CA 94566, and our telephone number is (415) 651-3172. Our Internet website address is www.movanohealth.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through the investor relations page of our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our Internet website and the information contained therein or connected thereto are not intended to be incorporated into this proxy statement/prospectus.

Legal Proceedings

Movano is not currently a party to any pending legal proceedings that it believes will have a material adverse effect on its business or financial conditions. Movano may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time.

CORVEX BUSINESS

Overview

Corvex is an AI cloud computing company specializing in GPU accelerated infrastructure for AI workloads. Corvex’s mission is to become the trusted infrastructure partner for AI model training and inference.

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.

Corvex provides a range of capabilities, including:

•        AI Factories and GPU Clusters:    GPU and CPU computing, storage, and networking, with a focus on AI model training and inference, deployed and operated with engineering excellence deployable at up to AI factory scale. Delivered with managed Kubernetes or as bare metal, deployments can be operated on-premise or in multi- or single-tenant configurations that are compliant with the HIPAA and SOC2.

•        Confidential Computing:    Confidential computing is designed to protect customers’ valuable intellectual property and enhance compliance with data security mandates. Hardware-backed TEEs, memory encryption, and attestation are deployed to help safeguard confidential data in use.

•        Token Factory:     Currently in development, Corvex’s Token Factory is a performance-tuned next-generation platform designed to offer customers increased token throughput and reduced per-token pricing on popular AI models.

Corvex’s capabilities are designed to capture the accelerating demand for AI infrastructure driven by global digital transformation, the proliferation of AI applications and the increasing complexity of enterprise workloads. Corvex’s competitive advantages include:

•        Enhanced Security.    Confidential computing and the architectural flexibility to deliver on-premise as well as multi- or single-tenant configurations with up to nation-state grade physical security, offers customers enhanced protections for sensitive and regulated workloads.

•        Reliability and Scale.    Corvex’s platform is engineered for reliable model training and inference at up to AI Factory scale. Corvex leverages high-performance GPUs, fast networking and storage, and proactive maintenance and monitoring, all housed in a data center with redundancy across multiple delivery facets, in order to deliver reliable service to customers. Corvex has been able to source data center capacity at up to AI Factory scale.

•        Improved Efficiency.    Currently in development, Corvex’s Token Factory is designed to potentially lower the cost per token through Corvex’s proprietary inference engine that accelerates tokens per second on popular open source AI models.

Modern AI models require far more compute, faster networking and more power than what general-purpose cloud infrastructures can support. Such demand is accelerating the shift toward purpose-built AI infrastructure designed for high-density GPUs, fast interconnects and predictable performance at scale. Corvex’s platform provides purpose-built solutions optimized for AI workloads focused on creating competitive differentiation around performance, cost efficiency and flexibility as well as security and reliability. As AI adoption accelerates and companies seek infrastructure partners capable of delivering performance with superior security, scale, and cost efficiency, Corvex believes it is well-positioned to capture a meaningful share of this growing market.

Corvex has entered into several strategic partnerships to strengthen its ability to deliver secure, high-performance AI infrastructure at scale. Corvex’s partnership with NVIDIA, as an NVIDIA Certified Cloud Partner, and other leading manufacturers, software vendors and a Tier III data center where it runs current-generation NVIDIA H200 and B200 systems allow Corvex to expand its reach, accelerate deployment timelines and provide customers with integrated solutions that combine hardware, software and professional services.

MOVANO MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read together with the consolidated financial statements of Movano and accompanying notes appearing elsewhere in this proxy statement/prospectus. This discussion of the Movano financial condition and results of operations contains certain statements that are not strictly historical and are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a high degree of risk and uncertainty. Actual results may differ materially from those projected in the forward-looking statements due to other risks and uncertainties that exist in the Movano operations, development efforts and business environment, including those set forth in the section titled “Risk Factors — Risks Related to Movano” in this proxy statement/prospectus, the other risks and uncertainties described in the section titled “Risk Factors” in this proxy statement/prospectus and the other risks and uncertainties described elsewhere in this proxy statement/prospectus. All forward-looking statements included in this proxy statement/prospectus are based on information available to Movano as of the date hereof, and Movano assumes no obligation to update any such forward-looking statement.

Overview

Movano Inc., dba Movano Health, a Delaware corporation, is developing a platform to deliver purpose-driven healthcare solutions to bring medical-grade, high-quality data to the forefront of consumer health devices.

Recent Developments

On May 15, 2025, Movano reported that its board of directors initiated a process to explore strategic alternatives to maximize shareholder value. After a comprehensive review of strategic alternatives, on November 6, 2025, Movano entered into the Merger Agreement, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Corvex, with Corvex continuing as a wholly-owned subsidiary of Movano and the surviving company of the merger. The transaction was unanimously approved by the boards of directors of both companies and is expected to close in the first quarter of 2026, subject to satisfaction of customary closing conditions, including the approval of the Movano stockholders at the special meeting.

In connection with entry into the Merger Agreement and as described below, (1) Movano raised $3.0 million in equity capital pursuant to the Series A Subscription Agreement, and (2) Movano entered into a $1.0 billion Equity Facility with Chardan Capital Markets LLC.

Movano’s Products

Movano’s initial commercial product is the Evie Ring, a wearable designed specifically for women that was launched in November 2023. Movano launched the Evie Ring as a general wellness device without any FDA premarket clearances. All revenues from the sale of the Evie Ring were generated in the United States.

The Evie Ring combines health and wellness metrics to give a full picture of one’s health, which include resting heart rate, heart rate variability, blood oxygen saturation, respiration rate, skin temperature variability, period and ovulation tracking, menstrual symptom tracking, activity profile, including steps, active minutes and calories burned, sleep stages and duration, and mood tracking. The device provides women with continuous health data distilled down to simple, yet meaningful, insights to help them make manageable lifestyle changes and take a more proactive approach that could mitigate the risks of chronic disease.

Separately, in November 2024, Movano received FDA 510(k) clearance for the pulse oximetry feature in its EvieMED Ring, making it a medical device. The clearance enables Movano to pursue health solutions needed for applications such as clinical trials, post-clinical trial management, and remote patient spot check monitoring for both healthcare providers and payors. Movano believes EvieMED is one of the first patient wearables with FDA clearance on the entire system, both hardware and software, differing from its competition that sometimes gets FDA clearance on an individual algorithm under “Software as a Medical Device” guidance. The FDA clearance of these metrics, including pulse rate and blood oxygen saturation, will be sold via prescription under the brand name EvieMED, and

will help to ensure clinical-level confidence in EvieMED’s monitoring capabilities and make the device attractive to clinicians and to facilities engaged in clinical trials for at-home and/or long-term patient monitoring. This unique competitive advantage is not only a key pillar in building brand trust and loyalty but will also redefine the expectations of wearable devices.

In addition to the Evie Ring and EvieMED Ring, Movano is developing the smallest ever patented and proprietary System-on-a-Chip (“SoC”) designed specifically for blood pressure or CGM systems. Movano built the integrated sensor from the ground up with multiple antennas and a variety of frequencies to achieve an unprecedented level of precision in health monitoring. Movano’s end goal is to bring a Class II FDA-cleared wearable device to the market that includes CGM and cuffless blood pressure monitoring capabilities. Over time, Movano’s technology could also enable the measurement and continuous monitoring of other health data.

Financial Operations Overview

Movano is a technology company that was formed in January 2018. It has a limited operating history and has generated only limited revenue to date. Movano has largely focused its efforts and resources towards research and development activities relating to the development of the Evie Ring, EvieMED Ring and the SoC, the commercial launch of the Evie Ring and the FDA 510(k) clearance for the pulse oximeter feature of the EvieMED Ring. To date, Movano has funded its operations primarily from the sale of its equity securities.

Movano has incurred net losses in each year since inception. Its losses were $12.4 million and $19.1 million for the nine months ended September 30, 2025 and 2024, respectively. Substantially all Movano’s net losses have resulted from costs incurred in connection with its research and development programs and from sales, general and administrative costs associated with its operations.

As of September 30, 2025, Movano had $2.0 million in available cash and cash equivalents.

Critical Accounting Policies and Estimates

The discussion and analysis of Movano’s condensed consolidated financial condition and results of operations are based on its condensed consolidated financial statements, which it has prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires Movano to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements as well as the reported revenue and expenses during the reporting periods. On an ongoing basis, Movano evaluates its estimates and judgments. Movano bases its estimates on historical experience and on various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes in Movano’s critical accounting policies and estimates during the three and nine months ended September 30, 2025, as compared to those disclosed in Movano’s Annual Report on Form 10-K for the year ended December 31, 2024.

Recently Issued and Adopted Accounting Pronouncements

See Note 2 — Summary of Significant Accounting Policies to Movano’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 included in this proxy statement/prospectus for a description of recent accounting pronouncements that may potentially impact Movano’s financial position and results of operations.

Results of Operations

Three and nine months ended September 30, 2025 and 2024

Movano’s condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 as discussed herein are presented below.

Revenue

Revenue totaled $80,000 and $50,000 for the three months ended September 30, 2025 and 2024, respectively. The transfer of control of the Evie Ring Elements began in the first quarter of 2024, was completed in the second quarter of 2024, then re-started in the third quarter of 2024.

Revenue totaled $0.4 million and $0.9 million for the nine months ended September 30, 2025 and 2024, respectively. This decrease of $0.5 million was due to a reduction in marketing effort, leading to lower sales volume and the corresponding recognition of revenue upon the transfer of control of the Evie Ring Elements, which began in the first quarter of 2024.

Cost of revenue

Cost of revenue totaled $0.3 million and $0.8 million for the three months ended September 30, 2025 and 2024, respectively. Cost of revenue for the three months ended September 30, 2025 included direct costs of $0.2 million related to the transfer of control of the various Evie Ring Elements and $0.1 million for labor and related stock-based compensation. Cost of revenue for the three months ended September 30, 2024 included direct costs of $0.2 million related to the transfer of control of the various Evie Ring Elements, $0.1 million of order processing, shipping and fulfillment costs, and $0.5 million for inventory that was designated as scrap materials.

Cost of revenue totaled $1.3 million and $2.4 million for the nine months ended September 30, 2025 and 2024, respectively. This decrease of $1.1 million was primarily due to lower revenue for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Cost of revenue for the nine months ended September 30, 2025 included direct costs of $0.6 million related to the transfer of control of the various Evie Ring Elements, $0.4 million for labor and related stock-based compensation, and $0.2 million of order processing,

shipping and fulfillment costs, and $0.1 million for inventory that was designated as scrap materials. Cost of revenue for the nine months ended September 30, 2024 included direct costs of $1.4 million related to the transfer of control of the various Evie Ring Elements, $0.4 million of order processing, shipping and fulfillment costs, and $0.6 million for inventory that was designated as scrap materials.

Research and Development

Research and development expenses totaled $1.2 million and $3.4 million for the three months ended September 30, 2025 and 2024, respectively. This decrease of $2.2 million was due primarily to lower research and laboratory expenses, mostly due to lower employee compensation, and other professional fees. Research and development expenses for the three months ended September 30, 2025 included expenses related to employee compensation of $0.9 million, other professional fees of $0.2 million, and other expenses of $0.1 million. Research and development expenses for the three months ended September 30, 2024 included expenses related to employee compensation of $1.8 million, other professional fees of $1.1 million, research and laboratory expenses of $0.3 million, and other expenses of $0.2 million.

Research and development expenses totaled $5.0 million and $9.2 million for the nine months ended September 30, 2025 and 2024, respectively. This decrease of $4.2 million was due primarily to lower research and laboratory expenses, mostly due to lower employee compensation, and other professional fees. Research and development expenses for the nine months ended September 30, 2025 included expenses related to employee compensation of $3.0 million, other professional fees of $1.5 million, research and laboratory expenses of $0.2 million, and other expenses of $0.3 million. Research and development expenses for the nine months ended September 30, 2024 included expenses related to employee compensation of $5.0 million, other professional fees of $2.4 million, research and laboratory expenses of $1.2 million, and other expenses of $0.6 million.

Sales, General and Administrative

Sales, general and administrative expenses totaled $1.2 million and $3.2 million for the three months ended September 30, 2025 and 2024, respectively. This decrease of $2.0 million was due primarily to lower headcount with respect to sales, general and administrative employees as a result of less activity, and decreased marketing costs. Sales, general and administrative expenses for the three months ended September 30, 2025 included expenses related to employee and board of director compensation of $0.6 million, and professional and consulting fees of $0.5 million, and other expenses of $0.1 million. Sales, general and administrative expenses for the three months ended September 30, 2024 included expenses related to employee and board of director compensation of $1.8 million, professional and consulting fees of $0.8 million, and other expenses of $0.6 million.

Sales, general and administrative expenses totaled $5.2 million and $8.8 million for the nine months ended September 30, 2025 and 2024, respectively. This decrease of $3.6 million was due primarily to lower headcount with respect to sales, general and administrative employees as a result of less activity, and decreased marketing costs, offset by increased stock compensation expenses related to the issuance of new option grants. Sales, general and administrative expenses for the nine months ended September 30, 2025 included expenses related to employee and board of director compensation of $2.2 million, professional and consulting fees of $1.9 million, and other expenses of $1.1 million. Sales, general and administrative expenses for the nine months ended September 30, 2024 included expenses related to employee and board of director compensation of $4.8 million, professional and consulting fees of $2.3 million, and other expenses of $1.7 million.

Loss from Operations

Loss from operations was $2.6 million for the three months ended September 30, 2025, as compared to $7.4 million for the three months ended September 30, 2024.

Loss from operations was $11.1 million for the nine months ended September 30, 2025, as compared to $19.5 million for the nine months ended September 30, 2024.