UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 001-40254

~~MOVANO~~CORVEX, INC.

(Exact name of registrant as specified in its charter)

Delaware		82-4233771
(State of incorporation)		(I.R.S. Employer Identification No.)

~~6800~~3401 ~~Koll~~North ~~Center~~Fairfax ~~Parkway~~Drive, Suite ~~Pleasanton~~3230, ~~CA 94566~~ Arlington, Virginia 22226

(Address of principal executive office) (Zip code)

(~~415~~866) ~~651~~GET-~~3172~~GPUS ((866) 438-4787)

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		MOVE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 1214, ~~2025~~2026, there were ~~834~~(i) 1,~~857~~ 981,047 shares of ~~our~~the registrant’s common stock outstanding, (ii) 2,804 shares of the registrant’s Series ~~par~~A ~~value~~Preferred $0Stock outstanding, (iii) 23,551.~~0001~~5195 ~~per~~shares ~~share~~of the registrant’s Series C Non-Voting Convertible Preferred Stock outstanding and (iv) 30,227.0524 shares of the registrant’s Series D Non-Voting Convertible Preferred Stock outstanding.

~~MOVANO~~CORVEX, INC.

FORM 10-Q

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2025~~2026

INDEX

		PAGE
PART I – FINANCIAL INFORMATION		1
PART I - FINANCIAL INFORMATION		1
Item 1. Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		232
Item 3. Quantitative and Qualitative Disclosure About Market Risk		3118
Item 4. Controls and Procedures		3118
PART II – OTHER INFORMATION		32
PART II - OTHER INFORMATION		19
Item 1. Legal Proceedings		3219
Item 1A. Risk Factors		3219
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities		3519
Item 3. Defaults Upon Senior Securities		3519
Item 4. Mine Safety Disclosures		3519
Item 5. Other Information		3519
Item 6. Exhibits		3620
SIGNATURES		3722
EXHIBIT INDEX

PART I –- FINANCIAL INFORMATION

Item 1. Financial Statements

~~Movano~~Corvex, Inc.

Condensed Consolidated Financial Statements of

Corvex, Inc .

(unaudited)

March 31, 2026

Index to Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)		F-1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)		F-2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)		F-3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)		F-4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)		F-5

Corvex, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(Unaudited)

	September 30,			December 31,
	March 31, 2026			December 31, 2025
	2025			2024
ASSETS
Current assets:
Current assets
Cash and cash equivalents	$	229,~~000~~330		$	72,~~902~~827
Payroll tax credit, current portion		52			52
Accounts receivable, net		1,504			–
Vendor deposits		62			28
Inventory		1,776			1,766
Inventory		2,473			2,046
Prepaid expenses and other current assets		5,293			394
Prepaid expenses and other current assets		276			362
Total current assets		37,903			4,987
Total current assets		4,863			10,390
Property and equipment, net		29,074			101
Property and equipment, net		129			213
Operating lease right-of-use assets, net		3,792			415
Right-of-use asset		463			600
Intangible assets, net		15,359			–
Other assets		102			117
Goodwill		518,263			–
Total assets	$	5,557		$	11,320
Other assets		92			97
Total assets		604,483			5,600
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Current liabilities
Accounts payable	$	23,~~872~~668		$	23,~~016~~477
Deferred revenue		8			36
Accrued liabilities		1,535			683
Bridge loan (related party) (Note 5)		2,965			—
Deferred revenue, current		2,226			12
Other current liabilities		1,081			1,393
Bridge loan (related party)		4,500			4,382
Total current liabilities		6,926			3,445
Operating lease liabilities, current		1,893			253
Noncurrent liabilities:
Finance lease liabilities, current		3,856			–
Other noncurrent liabilities		332			520
Total current liabilities		17,678			8,807
Total noncurrent liabilities		332			520
Operating lease liabilities, non-current		2,090			267
Total liabilities		7,258			3,965
Finance lease liabilities, non-current		6,559			–
Commitments and contingencies (Note 11)
Deferred revenue, non-current		2,153			–
Stockholders’ equity (deficit):
Total non-current liabilities		10,802			267
Preferred stock, $0.0001 par value, 5,000,000 shares authorized at September 30, 2025 and December 31, 2024; no shares issued and outstanding at September 30, 2025 and December 31, 2024		—			—
Total liabilities		28,480			9,074
Common stock, $0.0001 par value, 500,000,000 shares authorized at September 30, 2025 and December 31, 2024; 834,908 and 684,029 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		10			10
Commitments and contingencies (Note 13)
Additional paid-in capital		158,828			155,452
Stockholders’ equity (deficit)
Accumulated deficit		(160,539	)		(148,107	)
Preferred stock, $0.0001 par value, 5,000,000 shares authorized at March 31, 2026; 56,639 and 3,000 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.		574,469			–
Total stockholders’ equity (deficit)		(1,701	)		7,355
Common stock, $0.0001 par value, 500,000,000 shares authorized at March 31, 2026 and December 31, 2025; 1,921,809 and 1,228,272 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		–			10
Total liabilities and stockholders’ equity (deficit)	$	5,557		$	11,320
Additional paid-in capital		172,931			162,908
Accumulated deficit		(171,397	)		(166,392	)
Total stockholders’ equity (deficit)		576,003			(3,474	)
Total liabilities and stockholders’ equity	$	604,483		$	5,600

~~See~~The accompanying notes toare an integral part of these unaudited condensed consolidated financial statements.

F-1

~~Movano~~Corvex, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			2025			2024
	2026			2025
Revenue	$	80		$	50		$	389		$	902
REVENUE:
COSTS AND EXPENSES:
Revenue - AI Platform and services	$	475		$	–
Cost of revenue		280			845			1,284			2,440
Revenue - Connected devices and services		35			206
Research and development		1,166			3,404			4,950			9,198
Total revenue		510			206
Sales, general and administrative		1,225			3,180			5,244			8,794
OPERATING EXPENSES:
Total costs and expenses		2,671			7,429			11,478			20,432
Cost of revenue - AI Platform and services (exclusive of depreciation and amortization)		247			–
Loss from operations		(2,591	)		(7,379	)		(11,089	)		(19,530	)
Cost of revenue - Connected devices and services (exclusive of depreciation and amortization)		265			642
Other income (expense), net:
Depreciation and amortization		326			38
Interest expense (related party)		(1,503	)		—			(1,503	)		—
Technology and infrastructure		822			2,364
Interest and other income, net		65			178			160			419
Sales and marketing		304			763
Other income (expense), net		(1,438	)		178			(1,343	)		419
General and administrative		3,393			1,637
Net loss and total comprehensive loss	$	(4,029	)	$	(7,201	)	$	(12,432	)	$	(19,111	)
Total operating expenses		5,357			5,444
Net loss per share, basic and diluted	$	(4.73	)	$	(10.56	)	$	(15.91	)	$	(33.34	)
Loss from operations		(4,847	)		(5,238	)
Weighted average shares used in computing net loss per share, basic and diluted		851,090			681,634			781,461			573,300
Other (expense) income, net:
Interest expense (related party)		(178	)		–
Interest and other income, net		20			60
Other (expense) income, net		(158	)		60
Loss before provision for income taxes		(5,005	)		(5,178	)
Income tax provision		–			–
Net loss	$	(5,005	)		(5,178	)
Cumulative dividends on Series A preferred stock	$	(96	)	$	–
Net loss attributable to common stockholders	$	(5,101	)		(5,178	)
Net loss per share, basic and diluted	$	(3.13	)	$	(5.35	)
Weighted average shares used in computing net loss per share, basic and diluted		1,628,515			967,331

~~See~~The accompanying notes toare an integral part of these unaudited condensed consolidated financial statements.

F-2

~~Movano~~Corvex, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share and per share data)

(Unaudited)

					Additional						Total
	Preferred Stock				Common Stock						Additional Paid-In			Accumulated			Total Stockholders’
	Common Stock				Paid-In			Accumulated			Stockholders’
Three Months Ended March 31, 2025	Shares		Amount		Shares			Amount			Capital			Deficit			Equity
Three Months Ended September 30, 2024	Shares		Amount		Capital			Deficit			Equity
Balance at December 31, 2024		–	$	–		928,911		$	–		$	155,462		$	(148,107	)	$	7,355
Balance at June 30, 2024		659,657	$	10	$	153,058		$	(136,290	)	$	16,778
Stock-based compensation		–		–		–			–			299			–			299
Stock-based compensation		—		—		534			—			534
Issuance of common stock		–		–		26,641			–			758			–			758
Common stock issuance costs		—		—		(65	)		—			(65	)
Net loss		–		–		–			–			–			(5,178	)		(5,178	)
Issuance of common stock warrants		—		—		60			—			60
Balance at March 31, 2025		–	$	–		955,552		$	–		$	156,519		$	(153,285	)	$	3,234
Issuance of common stock		3,694		—		141			—			141
Vesting of early exercised stock options		—		—		4			—			4
Net loss		—		—		—			(7,201	)		(7,201	)
Balance at September 30, 2024		663,351	$	10	$	153,732		$	(143,491	)	$	10,251

							Additional					Total
	Preferred Stock						Common Stock					Additional Paid-In			Accumulated			Total Stockholders’ Equity
	Common Stock						Paid-In		Accumulated			Stockholders’
Three Months Ended March 31, 2026	Shares			Amount			Shares		Amount			Capital			Deficit			(Deficit)
Nine Months Ended September 30, 2024	Shares			Amount			Capital		Deficit			Equity
Balance at December 31, 2025		3,000		$	–			1,228,272	$	10		$	162,908		$	(166,392	)	$	(3,474	)
Balance at December 31, 2023		372,322		$	6		$	127,823	$	(124,380	)	$	3,449
Stock-based compensation		–			–			–		–			2,178			–			2,178
Stock-based compensation		—			—			2,695		—			2,695
Series B preferred stock issued in connection with the Merger		241			2,576			–		–			–			–			2,576
Issuance of common stock in April 2024 sale, net of issuance costs		280,690			4			12,890		—			12,894
Series C preferred stock issued in connection with the Merger		23,412			250,737			–		–			–			–			250,737
Issuance of pre-funded warrants in April 2024 sale		—			—			980		—			980
Series D preferred stock issued in connection with the Merger		30,227			323,732			–		–			–			–			323,732
Issuance of common stock warrants in April 2024 sale		—			—			8,756		—			8,756
Common stock issued upon conversion of Series B Preferred stock		(241	)		(2,576	)		240,544		–			2,576			–			–
Issuance of common stock warrants		—			—			60		—			60
Issuance of replacement awards in connection with the Merger		–			–			–		–			4,866			–			4,866
Issuance of common stock		10,072			—			490		—			490
Issuance of common stock upon exercise of options		–			–			427,244		–			393			–			393
Issuance of common stock upon exercise of options		267			—			15		—			15
Stock split rounding adjustment		–			–			–		(10	)		10			–			–
Vesting of early exercised stock options		—			—			23		—			23
Issuance of common stock from restricted stock units		–			–			25,749		–			–			–			–
Net loss		—–			—–			—–		~~(19,111~~–	)		~~(19,111~~–	)		(5,005	)		(5,005	)
Balance at September 30, 2024		663,351		$	10		$	153,732	$	(143,491	)	$	10,251
Balance at March 31, 2026		56,639		$	574,469			1,921,809	$	–		$	172,931		$	(171,397	)	$	576,003

										Total
	Common Stock				Additional Paid-In		Accumulated			Stockholders’ Equity
Three Months Ended September 30, 2025	Shares		Amount		Capital		Deficit			(Deficit)
Balance at June 30, 2025		830,120	$	10	$	158,137	$	(156,510	)	$	1,637
Stock-based compensation		—		—		691		—			691
Net exercise of pre-funded warrants		4,788		—		—		—			—
Net loss		—		—		—		(4,029	)		(4,029	)
Balance at September 30, 2025		834,908	$	10	$	158,828	$	(160,539	)	$	(1,701	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

										Total
	Common Stock				Additional Paid-In		Accumulated			Stockholders’ Equity
Nine Months Ended September 30, 2025	Shares		Amount		Capital		Deficit			(Deficit)
Balance at December 31, 2024		684,029	$	10	$	155,452	$	(148,107	)	$	7,355
Stock-based compensation		—		—		1,770		—			1,770
Net exercise of pre-funded warrants		4,788		—		—		—			—
Issuance of common stock for cash		146,091		—		1,606		—			1,606
Net loss		—		—		—		(12,432	)		(12,432	)
Balance at September 30, 2025		834,908	$	10	$	158,828	$	(160,539	)	$	(1,701	)

F-3

~~See~~Corvex, ~~accompanying notes to condensed consolidated financial statements~~Inc.

Movano Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Nine Months Ended September 30,
	For the three months ended March 31,
	2025			2024
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(125,~~432~~005	)	$	(195,~~111~~178	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		~~112~~326			~~128~~38
Stock-based compensation		12,~~770~~178			~~2,695~~299
Noncash lease expense		11–			~~157~~8
Amortization of debt discount (related party)		1,465			—
Write down of inventory to net realizable value		32			–
Interest expense on bridge loan (related party)		38			—
Amortization of debt discount (related party)		118			–
Non-cash compensation related to common stock warrants issued to strategic advisory group		—			60
Changes in operating assets and liabilities, net of acquisition:
Loss on disposal of property and equipment		—			2
Accounts receivable		(162	)		–
Changes in operating assets and liabilities:
Inventory		(42	)		(212	)
Payroll tax credit		—			331
Prepaid expenses and other current assets		(747	)		142
Inventory		(427	)		(919	)
Other assets		48			(4	)
Prepaid expenses, vendor deposits and other current assets		52			365
Accounts payable		(1,362	)		509
Other assets		(13	)		(31	)
Deferred revenue		27			(18	)
Accounts payable		846			(1,216	)
Operating lease liabilities, net		50			–
Deferred revenue		(28	)		(1,232	)
Accrued liabilities		251			113
Other current and noncurrent liabilities		(402	)		793
Net cash used in operating activities		(4,288	)		(4,303	)
Net cash used in operating activities		(9,008	)		(17,978	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		—			(3	)
Purchase of property and equipment		(6,238	)		–
Net cash used in investing activities		—			(3	)
Cash acquired in business combination		36,679			–
Net cash provided by investing activities		30,441			–
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bridge loan (related party)		1,500			—
Payments on finance lease liabilities		(32	)		–
Issuance of common stock, pre-funded warrants and common stock warrants in April 2024 sale, net of issuance costs		—			22,630
Issuance of common stock, net of issuance costs		–			758
Issuance of common stock, net of issuance costs		1,606			490
Issuance of common stock upon exercise of stock options		382			–
Issuance of common stock upon exercise of stock options		—			15
Net cash provided by financing activities		350			758
Net cash provided by financing activities		3,106			23,135
Net increase (decrease) in cash and cash equivalents		26,503			(3,545	)
Net increase/(decrease) in cash and cash equivalents		(5,902	)		5,154
Cash and cash equivalents at beginning of period		2,827			7,902
Cash and cash equivalents at beginning of period		7,902			6,118
Cash and cash equivalents at end of period	$	29,330		$	4,357
Cash and cash equivalents at end of period	$	2,000		$	11,272
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	21		$	5–
Cash paid for taxes	$	—–		$	—–
NONCASH INVESTING AND FINANCING ACTIVITIES:
Vesting of common stock issued upon early exercise	$	—		$	23
Issuance of common stock upon exercise of stock options in exchange for receivable	$	11		$	–
Issuance of common stock warrants in April 2024 sale	$	—		$	8,756
Business acquired by issuance of equity instruments	$	581,911		$	–
Right of use asset recorded for operating lease liability	$	—		$	514
Broker receivable recorded in prepaid and other current assets for payroll withholding taxes	$	97		$	–
Original issue discount on bridge loan	$	3,000		$	—
Issuance costs on bridge loan (related party) recorded in accounts payable	$	10		$	—
Accrued interest on bridge loan (related party) in other current liabilities	$	28		$	—
Amortization of original issue discount on bridge loan (related party)	$	1,465		$	—

~~See~~The accompanying notes toare an integral part of these unaudited condensed consolidated financial statements.

F-4

~~Movano~~Corvex Inc.

Notes to the Condensed Consolidated Financial Statements

For the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2025~~2026 and ~~2024~~ 2025

(Unaudited)

~~Note~~ NOTE 1 –- ~~Business~~BUSINESS ~~Organization~~ORGANIZATION, ~~Nature~~NATURE ofOF ~~Operations~~OPERATIONS

Corvex, Inc. (formerly Movano Inc., dba Movano Health) (the “Company”, ~~“Movano”,~~ “~~Movano Health~~Corvex”, “we”, “us” or “our”), was incorporated in ~~Delaware~~ Delaware on January 30, 2018 as Maestro Sensors Inc., ~~and~~ changed its name to Movano Inc. (“Movano”) on August 3, 2018., ~~The~~and ~~Company~~changed its isname ato ~~technology~~Corvex, ~~company and~~Inc. ison ~~developing~~March a23, ~~platform~~2026 tofollowing ~~deliver~~its ~~purpose-driven~~previously ~~healthcare~~announced ~~solutions~~merger to(the ~~bring~~“Merger”) ~~medical-grade~~with Corvex Legacy Holdings, Inc. ~~high-quality~~(formerly ~~data~~known toas ~~the~~Corvex, ~~forefront of~~Inc.) ~~consumer~~(“Corvex ~~health~~OpCo”) ~~devices~~as further described below.

The ~~Company’s~~Merger ~~solutions~~was ~~provide~~completed ~~vital~~on ~~health information~~March 19, ~~including~~2026 ~~heart~~in accordance ~~rate~~with the terms of the Amended and Restated Agreement and Plan of Merger, ~~heart~~dated ~~rate~~March ~~variability~~19, 2026 (the “~~HRV~~Merger Agreement”), by ~~sleep,~~and ~~respiration~~among ~~rate,~~the ~~temperature~~Company, ~~blood~~Thor ~~oxygen~~Merger ~~saturation (SpO2),~~Sub ~~steps~~Inc., a Delaware corporation and ~~calories~~a aswholly-owned ~~well~~subsidiary asof ~~glucose~~the Company (“Merger Sub”), and ~~blood~~Corvex ~~pressure~~OpCo. ~~data,~~The Merger Agreement amends and restates in aits ~~variety~~entirety ofthe ~~form~~prior ~~factors~~merger toagreement ~~meet~~between ~~individual~~the ~~style~~parties which was entered ~~needs~~into and ~~give~~announced ~~users~~on ~~actionable~~November ~~feedback~~6, 2025 (the “Prior Merger Agreement”). The Company has been determined to ~~improve~~be ~~their~~both ~~quality~~the legal and accounting acquirer of ~~life~~Corvex OpCo.

OnPursuant ~~April~~to 28the Merger Agreement, ~~2021~~the Company issued to the prior security holders of Corvex OpCo (i) 240.562 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), which on an as-converted basis represented no more than 19.9% of the Company’s outstanding ~~established~~common ~~Movano~~stock, par value $0.0001 per share (the “Common Stock”) immediately prior to the Merger, (ii) 23,551.5195 ~~Ireland~~shares ~~Limited~~of Series C Convertible Non-Voting Preferred Stock (“Series C Preferred Stock”) and (iii) 30,227.0524 ~~organized~~shares ~~under~~of Series D Convertible Non-Voting Preferred Stock (“Series D Preferred Stock”). 140 shares of Series C Preferred Stock are subject to the ~~laws~~Company’s right to repurchase such shares in the event of ~~Ireland~~the termination of the holders’ employment with the Company. Each share of Series B Preferred Stock automatically converted into 1,000 shares of Common Stock on March 31, 2026. Subject to stockholders approving such conversion, (1) each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock and (2) each share of Series D Preferred Stock will be convertible into 1,000 shares of Common Stock. In connection with the Merger Agreement, the Company completed a 1.358-for-1 stock split, effected as a ~~wholly~~35.8% ~~owned~~stock ~~subsidiary~~dividend of its issued and outstanding Common Stock (the ~~Company~~“2026 Stock Dividend”). ~~Operations~~As a result of the 2026 Stock Dividend, each share of Common Stock issued and ~~activity~~outstanding at the ~~wholly~~close of business ~~owned~~on ~~subsidiary~~March ~~were~~30, ~~not~~2026 ~~significant~~was ~~for~~automatically converted into 1.358 shares of Common Stock and was distributed on approximately April 6, 2026. Additional shares of Common Stock that would have been issuable to the ~~three~~holders of record of Series A Preferred Stock, Warrants, and ~~nine~~vested ~~months~~and ~~ended~~outstanding stock ~~September~~ options and RSUs, if they had converted or exercised such securities into Common Stock on March 30, ~~2025~~2026, will become issuable upon the conversion of the Series A Preferred Stock, Warrants, and ~~2024~~vested and outstanding stock options and RSUs. Shares of Series B Preferred Stock, ~~respectively~~Series C Preferred Stock, Series D Preferred Stock and all assumed Corvex OpCo equity awards were not eligible to be adjusted by the 2026 Stock Dividend.

The ~~Company~~information ~~has~~included ~~incurred~~in ~~losses~~these ~~from~~condensed ~~operations~~consolidated financial statements and ~~has~~the ~~generated~~related ~~negative~~notes ~~cash~~present ~~flows~~only ~~from~~the ~~operating~~historical ~~activities~~operations ~~since~~of ~~inception~~the ~~and~~Company ~~expects~~through toMarch ~~continue~~19, to2026 ~~incur~~which ~~net~~is ~~losses~~prior ~~for~~to the ~~foreseeable~~completion ~~future.~~of ~~Through September 30, 2025,~~ the ~~Company~~Merger ~~has~~and ~~relied~~combined ~~primarily~~results onof the ~~proceeds~~Company ~~from~~and ~~equity~~Corvex ~~offerings~~OpCo ~~and~~for athe ~~secured~~twelve ~~$1.5 million loan~~days topost ~~finance~~completion ~~its~~of ~~operations~~the Merger.

OnFollowing ~~November 6, 2025,~~ the ~~Company~~closing ~~entered into an Agreement and Plan~~ of ~~Merger (~~the “Merger ~~Agreement”)~~, ~~by and among~~ the Company~~, Thor Merger Sub Inc., a Delaware corporation~~ ~~and~~has aan ~~wholly-owned~~Artificial ~~subsidiary~~Intelligence ~~of the Company~~ (“~~Merger Sub~~AI”), ~~and~~cloud ~~Corvex,~~computing ~~Inc.,~~business athat ~~Delaware~~specializes ~~corporation~~in Graphic Processing Unit-accelerated (“~~Corvex~~GPU”), ~~pursuant~~infrastructure tofor ~~which,~~AI ~~among~~workloads ~~other matters,~~ and ~~subject~~a tohealthcare ~~the~~business ~~satisfaction~~that orconsists ~~waiver~~ of ~~the~~our ~~conditions~~wellness ~~set~~ring ~~forth~~(formerly inreferred ~~the~~to ~~Merger~~as ~~Agreement, Merger~~the ~~Sub~~Evie ~~will~~Ring) ~~merge with and into Corvex~~ (the “~~Merger~~Wellness Ring”), ~~with Corvex continuing as~~ a ~~wholly-owned~~wearable ~~subsidiary~~designed ofspecifically ~~the~~for ~~Company and~~women ~~the~~that ~~surviving~~was ~~company~~launched ofin ~~the~~November ~~Merger (See Note 13)~~2023.

~~Through September 30, 2025, the Company has received gross proceeds of approximately $9.3 million from an at~~F-the-market issuance (ATM) program. The ATM program was terminated in May 2025 upon the expiration of the Company’s Registration Statement on Form S-3 (See Note 8). In connection with entry into the Merger Agreement, (1) the Company raised $3.0 million in equity capital pursuant to the Series A Subscription Agreement (the “Series A Financing”), (2) the Company entered into a $1.0 billion Equity Facility with Chardan Capital Markets LLC (the “Equity Facility”), and (3) Corvex has raised $37.1 million of equity capital in a private placement transaction (the “Corvex Concurrent Financing”) (See Note 13). The Company expects to require additional financing to fund its future planned operations. The Company will likely raise additional capital through the issuance of equity, including through sales under the Equity Facility, borrowings, or strategic alliances with partner companies. However, if such financing is not available at adequate levels, the Company would need to reevaluate its operating plans.5

5NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited)

Liquidity and Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and has an accumulated deficit of $160.5 million as of September 30, 2025. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant revenues. The Company’s existence is dependent upon management’s ability to consummate the merger and to raise additional capital. The Company believes that its cash and cash equivalents as of September 30, 2025 with the additional $3.0 million raised in the Series A Financing in November 2025 will not be sufficient to fund its projected operating requirements beyond the first quarter of 2026 without raising further capital or completing the Merger. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The Company will not be able to raise additional capital under the Equity Facility until a Registration Statement on Form S-1 covering the sales thereunder is filed and declared effective by the United States Securities and Exchange Commission (the “SEC”), and adequate additional financing may not be available to the Company on acceptable terms, or at all. If the Company is unable to raise additional capital, it would be forced to delay, reduce, or eliminate its operations. There can be no assurance that the Company’s efforts will result in the resolution of the Company’s liquidity needs. The accompanying condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned ~~subsidiary~~subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 8-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete ~~financial~~ financial statements. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation. Intercompany transactions are eliminated in the condensed consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the preceding fiscal year contained in the Company’s Annual Report on Form 10-K filed on ~~April 9~~March 31, ~~2025~~ 2026 with the United States Securities and Exchange Commission (the “SEC”).

The results of operations for the three ~~and~~months ~~nine~~ended ~~months~~March ~~ended~~31, ~~September 30~~2026, ~~2025~~ are not necessarily indicative of the results to be expected for the year ending December 31, ~~2025~~ 2026. The condensed consolidated balance sheet as of December 31, ~~2024~~2025, has been derived from audited financial statements at that date but does not include all the information required by GAAP for complete financial statements.

Reclassifications

As a result of the acquisition of Corvex OpCo and in connection with the preparation of these condensed consolidated financial statements, certain reclassifications were made to the prior periods presentation to conform to the Company’s current consolidated financial statement presentation.

Principles of Consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries that it controls due to ownership of a majority voting interest or if the subsidiary is a variable interest entity (“VIE”) where the Company has been determined to be the primary beneficiary. For controlled subsidiaries that are not wholly owned, the third-party ownership interest represents a noncontrolling interest, which is presented separately in the consolidated financial statements. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated.

Use of Estimates

The preparation of the condensed consolidated ~~financial~~ financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, ~~and~~ and the reported amounts of revenues and expenses during the reporting periods.

Significant estimates and assumptions reflected in these condensed consolidated financial statements include but are not limited to the fair value of stock options, income taxes, useful lives assigned to property and ~~warrants~~equipment, the discount rates used for operating and finance leases, valuation of acquired intangible assets, ~~income~~allocation ~~taxes~~of fair value for the assets and liabilities acquired, the assessment of recoverability of intangible assets, goodwill, long-lived assets and their estimated useful lives. Estimates are periodically reviewed considering changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions.

2025 Reverse Stock Split

On August 27, 2025, by letter received, the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) determined to grant the Company’s request to continue its listing on Nasdaq, subject to (i) the Company regaining compliance with Listing Rule 5250(c)(1), requiring the timely filing of periodic reports (the “Period Filing Rule”), 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 Listing Rule 5550(a)(2), requiring the maintenance of $1.00 per share bid price (the “Bid Price Rule”), on or before October 30, 2025. The Panel’s determination followed a hearing on August 19, 2025, at which the Panel considered the Company’s plan to regain compliance with the Periodic Filing Rule and the Bid Price Rule.

~~On October 10, 2025, the Company completed a 1~~F-for-10 reverse stock split of its issued and outstanding common stock (the “2025 Reverse Stock Split”). As a result of the 2025 Reverse Stock Split, each share of common stock issued and outstanding immediately prior to October 10, 2025 was automatically converted into one-10th (1/10X) of a share of common stock. The 2025 Reverse Stock Split affected all common stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the 2025 Reverse Stock Split would result in a stockholder owning a fractional share. If the split results in fractional shares, then the number of shares for the stockholder is rounded upward. No cash was issued for fractional shares as part of the 2025 Reverse Stock Split.6

6On October 10, 2025, the Company completed a 1-for-10 reverse stock split of its issued and outstanding Common Stock (the “2025 Reverse Stock Split”). As a result of the 2025 Reverse Stock Split, each share of Common Stock issued and outstanding immediately prior to October 10, 2025 was automatically converted into one-10th (1/10th) of a share of Common Stock. The 2025 Reverse Stock Split affected all common stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the 2025 Reverse Stock Split would result in a stockholder owning a fractional share. If the split results in fractional shares, then the number of shares for the stockholder is rounded upward. No cash was issued for fractional shares as part of the 2025 Reverse Stock Split.

~~Movano~~The ~~Inc~~2025 Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding stock options, restricted stock units and warrants entitling their holders to obtain shares of the Company’s Common Stock were adjusted, as required by the terms of these securities.

~~Notes~~All common share and per-share amounts in these financial statements have been retroactively restated to ~~Condensed~~reflect ~~Consolidated~~the ~~Financial~~effect ~~Statements~~of the 2025 Reverse Stock Split.

~~For~~2026 ~~the~~Stock ~~three and nine months ended September 30, 2025 and 2024~~Dividend

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

The ~~2025~~Stock ~~Reverse~~Dividend ~~Stock~~affected ~~Split~~all of the Company’s common stockholders uniformly and did not ~~change~~alter ~~the par~~any ~~value~~stockholder’s ofpercentage interest in the ~~common~~Company’s ~~stock~~equity, orexcept to the ~~authorized~~extent ~~number~~that ofthe ~~shares~~Stock Dividend resulted in a stockholder of ~~common~~record ~~stock~~owning a fractional share. ~~All~~Stockholders ~~outstanding~~of ~~stock~~record ~~options,~~who ~~restricted~~were ~~stock~~otherwise ~~units~~entitled to receive ~~and~~a ~~warrants~~fractional ~~entitling~~share, ~~their~~instead ~~holders~~received cash in lieu of such fractional share equal to ~~obtain~~such ~~shares~~fraction multiplied by the closing trading price of the Company’s ~~common~~Common ~~stock~~Stock ~~were~~on ~~adjusted,~~the asNasdaq ~~required~~on by the ~~terms~~trading ofday ~~these securities~~immediately prior to the payment date.

~~All~~The ~~common~~Stock ~~share~~Dividend ~~and~~did ~~per-share~~not ~~amounts~~change inthe ~~this~~par ~~Form~~value ~~10-Q~~of ~~have~~the ~~been~~Common Stock ~~retroactively~~or ~~restated~~the authorized number of shares of Common Stock. Proportionate adjustments were made to ~~reflect~~the exercise prices and the ~~effect~~number of shares underlying the ~~2025~~Company’s ~~Reverse~~equity ~~Stock~~plans ~~Split~~and grants thereunder, as applicable. Additionally, proportionate adjustments were made to the exercise prices and the number of shares underlying all outstanding warrants, as required by the terms of these securities.

All common share and per-share amounts in the consolidated financial statements have been retroactively restated to reflect the effect of the Stock Dividend.

Segment Information

Operating segments are defined as components of of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. ~~The~~Following the acquisition, the Company views its operations and manages its business as a ~~single~~two operating and reportable ~~segment~~segments. The Company’s ~~chief operating decision maker (“~~ CODM”), the Chief Executive Officer, allocates resources and assesses performance based upon ~~consolidated~~ financial information, which includes net ~~loss and comprehensive~~ loss as the reported measure of segment profit or loss for each reportable segment. The CODM reviews and utilizes functional expenses (cost of revenue, ~~research~~technology and ~~development~~ infrastructure, sales and ~~sales~~marketing, and general and administrative) at the ~~consolidated~~reportable segment level to manage the Company’s operations. ~~The~~Revenues ~~other~~from ~~segment item~~the ~~included~~sale inof ~~net~~AI ~~loss~~Platform and ~~comprehensive~~services ~~loss~~and isConnected ~~interest~~devices and services ~~other~~have ~~income,~~only ~~net~~been ~~which~~generated ~~is reflected~~ in the ~~condensed~~United ~~consolidated~~States. ~~statements of~~Service ~~operations~~level ~~and~~agreement ~~comprehensive~~(“SLA”) ~~loss.~~credits ~~Revenues~~and ~~from~~platform ~~the~~services were ~~sale~~immaterial offor the ~~Evie~~three ~~Ring~~months ~~have~~ended ~~only~~March ~~been~~31, ~~generated in the United States~~2026.

~~The following table is a summary of the significant expenses and consolidated net loss provided to the CODM:~~F-7

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2025			2024			2025			2024
Revenue	$	80		$	50		$	389		$	902
Less:
Cost of revenue (1)		276			842			1,279			2,402
Research and development (1)		819			3,260			4,222			8,232
Sales, general and administrative (1)		885			2,793			4,207			7,103
Other segment expenses (2)		2,129			356			3,113			2,276
Consolidated net loss	$	(4,029	)	$	(7,201	)	$	(12,432	)	$	(19,111	)

The table below presents information about reported segments for the three months ended March 31 (except for asset information for 2025 that is presented as of December 31):

(1)	Excludes stock-based compensation expense. The significant expense categories align with the information that is regularly provided to the CODM.
		March 31, 2026
(2)	Other segment expenses include stock-based compensation expense and interest and other income, net.
		AI Platform and services			Connected devices and services			Total
Revenue		$	475		$	35		$	510
Less:
Cost of revenue - AI Platform and services (exclusive of D&A)			247			–			247
Cost of revenue - Connected devices and services (exclusive of D&A)			–			265			265
Depreciation and amortization			295			31			326
Technology and infrastructure			169			653			822
Sales and marketing			103			201			304
General and administrative			1,298			2,095			3,393
Loss from operations		$	(1,637	)	$	(3,210	)	$	(4,847	)
Other expense (income)			(12	)		170			158
Loss before provision for income taxes		$	(1,625	)	$	(3,380	)	$	(5,005	)
Income tax provision			–			–			–
Net loss		$	(1,625	)	$	(3,380	)	$	(5,005	)

	March 31, 2025
	AI Platform and services		Connected devices and services			Total
Revenue	$	–	$	206		$	206
Less:
Cost of revenue - AI Platform and services (exclusive of D&A)		–		–			–
Cost of revenue - Connected devices and services (exclusive of D&A)		–		642			642
Depreciation and amortization		–		38			38
Technology and infrastructure		–		2,364			2,364
Sales and marketing		–		763			763
General and administrative		–		1,637			1,637
Loss from operations	$	–	$	(5,238	)	$	(5,238	)
Other expense (income)		–		(60	)		(60	)
Loss before provision for income taxes	$	–	$	(5,178	)	$	(5,178	)
Income tax provision		–		–			–
Net loss	$	–	$	(5,178	)	$	(5,178	)

	As of March 31, 2026
	AI Platform and services		Connected devices and services		Total
Property and equipment, net	$	28,999	$	75	$	29,074
Capital expenditures		6,238		–		6,238
Total assets	$	600,128	$	4,355	$	604,483

	As of December 31, 2025
	AI Platform and services		Connected devices and services		Total
Property and equipment, net	$	–	$	101	$	101
Capital expenditures		–		–		–
Total assets	$	–	$	5,600	$	5,600

F-8

Cash and Cash Equivalents

The Company invests its excess cash primarily in money market funds, commercial paper, and short-term debt securities. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

~~Concentrations~~Concentration of Credit Risk and Off- Balance Sheet Risk

~~Cash~~The ~~and cash equivalents are financial instruments that are potentially~~Company is subject to ~~concentrations~~certain ofrisks ~~credit~~and ~~risk.~~uncertainties ~~Substantially~~that ~~all~~could ~~cash~~have ~~and~~a ~~cash~~material ~~equivalents~~adverse ~~are~~effect ~~held~~on inits ~~United~~business, ~~States~~ financial ~~institutions. Cash~~condition, ~~equivalents consist~~ results of ~~interest-bearing~~operations, ~~money~~or ~~market~~cash ~~accounts~~flows ~~and~~primarily ~~institutional~~due ~~money market funds. The amounts deposited in the money market accounts may from time~~ to ~~time~~concentration ~~exceed~~of ~~federally insured limits. The Company has not experienced any losses related to money market accounts and believes the associated~~ credit risk, tosignificant becustomers, ~~minimal~~and ~~due~~supplier ~~to the financial condition of the depository institutions in which those deposits are held~~concentration.

~~The~~Cash ~~Company~~and iscash ~~dependent~~equivalents onare ~~third-party~~financial ~~manufacturers~~instruments tothat ~~supply~~are ~~products~~potentially ~~for~~subject ~~manufacturing~~to asconcentrations ~~well~~of ascredit ~~research~~risk. Substantially all cash and ~~development~~cash ~~activities~~equivalents are held in United States financial institutions. ~~These~~Cash ~~programs~~equivalents ~~could~~consist beof ~~adversely~~interest-bearing ~~affected~~money bymarket aaccounts ~~significant~~and institutional money market funds. The amounts deposited ~~interruption~~in the money market accounts exceed federally insured limits. Further, the Company has amounts in excess of federally insured limits as of March 31, 2026 at two financial institutions that totaled approximately $29.3 million. The Company has not experienced any losses related to this account and believes the ~~supply~~associated credit risk to be minimal due to the financial condition of ~~such~~the ~~materials~~depository institutions in which those deposits are held.

The Company is dependent on third-party manufacturers to supply products for manufacturing as well as research and development activities. These programs could be adversely affected by a significant interruption in the supply of such materials. As of March 31, 2026 and 2025, no individual supplier accounted for more than 10% of total purchases. The Company has no financial instruments with off-balance sheet risk of loss.

7Significant Customers

~~Movano~~One ~~Inc~~customer accounted for approximately 52% of the Company’s revenue for the three months ended March 31, 2026, related to the Company’s AI cloud computing business. No customer represented 10% or more of revenue for the three months ended March 31, 2025.

~~Notes~~Accounts toReceivable, ~~Condensed~~Net ~~Consolidated~~and ~~Financial~~Allowance ~~Statements~~for Expected Credit Losses

~~For~~Accounts receivable represents amounts billed to customers for services provided in the ~~three~~ordinary ~~and~~course ~~nine~~of ~~months~~business. ~~ended~~Payment ~~September~~terms generally require payment upon receipt of invoice. Accounts 30receivable are stated at the amounts management expects to collect. The Company evaluates the collectability of its receivables on an ongoing basis using relevant available information, ~~2025~~including historical collection experience, current economic conditions, and ~~2024~~specific customer circumstances. Based on this evaluation, management determined that no allowance for credit losses was necessary as of March 31, 2026.

~~(Unaudited)~~F-9

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets were primarily comprised of prepaid expenses and other current receivables.

Inventory

Inventory, ~~which~~ consists of raw materials and ~~finished~~ ~~goods,~~ is stated at the lower of cost or net realizable value. Cost comprises purchase price and incidental expenses incurred in bringing the inventory to its present location and condition. Cost is computed using the weighted-average cost method.

The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

~~Software~~Property ~~Development~~and ~~Costs~~Equipment, Net

~~Costs~~Property ~~related to software development are included in research~~ and ~~development expense until the point that technological feasibility is reached~~equipment, ~~which,~~net ~~for~~are ~~the~~stated ~~Company’s~~at ~~product~~cost, ~~will~~less beaccumulated ~~shortly~~depreciation. ~~before~~Property ~~the~~and ~~product~~equipment iscomprises ~~released~~technology toequipment ~~manufacturing.~~(servers, ~~Once technological feasibility is reached~~switches, ~~such~~and ~~costs~~other ~~are~~equipment) ~~capitalized~~intended ~~and amortized~~ to ~~cost~~be ofused ~~revenue~~in ~~over~~ the ~~estimated~~Company’s ~~lives of the product. During the three and nine months ended September 30~~operations, ~~2025 and 2024, no~~ software ~~development costs were capitalized~~, and nocomputers ~~amortization~~and ~~was~~office ~~recognized~~equipment.

Expenditures for maintenance and repairs that do not extend the lives of the respective assets are expensed as incurred. The carrying value of property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

Depreciation expense is recorded using the straight-line method over the estimated useful lives of the assets as follows:

Technology equipment		Shorter of lease term or 5 years
Computers and office equipment		3-5 years
Software		3-5 years

Goodwill

The Company will evaluate goodwill for impairment at least annually at the reporting unit level. A reporting unit is the operating segment, or one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. However, components are aggregated as a single reporting unit if they have similar economic characteristics. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Company’s reporting units that are expected to benefit from the combination. The Company evaluates changes in its reporting structure to assess whether that change impacts the composition of one or more of its reporting units. If the composition of the Company’s reporting units’ changes, goodwill is reassigned between reporting units using the relative fair value allocation approach.

The Company performs the annual impairment test of goodwill at October 1. In addition, the Company performs impairment tests during any reporting period in which events or changes in circumstances indicate that impairment may have occurred. To test goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, the Company then performs a quantitative impairment test. Otherwise, the quantitative impairment test is not required. Under the quantitative impairment test, the Company would compare the estimated fair value of each reporting unit to its carrying value.

F-10

In assessing the fair value of the reporting units, the Company considers the market approach, the income approach, or a combination of both. Under the market approach, the fair value of the reporting unit is based on quoted market prices of companies comparable to the reporting unit being valued. Under the income approach, the fair value of the reporting unit is based on the present value of estimated cash flows. The income approach is dependent on several significant management assumptions, including estimated future revenue growth rates, gross margin on sales, operating margins, capital expenditures, tax rates and discount rates.

If the carrying amount of the reporting unit exceeds the calculated fair value, a loss on impairment is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Additionally, the Company considers the income tax effect from any tax-deductible goodwill on the carrying amount of the reporting unit, if applicable, when measuring the goodwill impairment charge.

Intangible Assets

The Company’s definite-lived intangible assets are carried at cost, net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company estimates the useful life by estimating the expected period of economic benefit. Amortization of intangible assets is included in depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss.

Impairment of Long-Lived Assets

The Company reviews ~~the impairment of~~ long-lived assets, including intangible assets subject to amortization and property and equipment subject to depreciation, for impairment whenever events or changes in circumstances indicate that the carrying amount of anthe asset may not be recoverable. AnThe ~~impairment loss~~recoverability ~~would~~of belong-lived ~~recognized~~assets ~~when~~is ~~estimated~~assessed by comparing the undiscounted future cash flows expected to ~~result~~be ~~from~~generated by the ~~use~~asset to its carrying value. If the carrying amount of a long-lived asset exceeds the expected undiscounted cash flows, an impairment loss is recognized in an amount equal to the excess of the asset’s carrying ~~and~~value over its ~~eventual~~fair ~~disposition~~value. Fair value is determined using valuation techniques such as discounted cash flow models, market comparisons, ~~less~~and, ~~than~~where ~~its~~applicable, ~~carrying~~independent ~~amount~~third-party appraisals. No impairment losses were recorded during the three months ended March 31, 2026 and 2025.

Revenue

The Company recognizes revenue from contracts with customers upon transfer of control of promised goods or services at the transaction price which reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. ~~The transaction price is calculated as selling price net of variable consideration which may include estimates for future returns and sales incentives related to current period product revenue.~~

The Company ~~generates~~accounts for revenue ~~from~~in ~~the~~accordance ~~sale~~with ~~of Evie~~ASC ~~Rings~~606, ~~portable~~Revenue from ~~chargers,~~Contracts ~~charging~~with ~~cables,~~Customers ~~ring~~(Topic ~~sizers, and mobile applications~~606). AsRevenue ~~part~~is ofrecognized ~~the~~when ~~purchase,~~services ~~customers~~are ~~also receive customer support and future unspecified software updates~~delivered. ~~These~~The ~~items~~amount ~~are~~of ~~collectively~~revenue ~~referred~~recognized ~~to as~~ reflects the ~~Evie~~consideration ~~Ring~~that ~~Elements,~~the ~~each~~Company ~~of which~~expects isto ~~distinct~~receive ~~and~~in aexchange ~~separate~~for ~~performance obligation~~services. The Company ~~recognizes~~determines revenue ~~when~~recognition ~~control~~by ~~is transferred to the customer~~applying ~~in an amount that reflects~~ the ~~net~~following ~~consideration~~five ~~to which the Company expects to be entitled.~~steps:

In● ~~determining~~Identification ~~how~~of ~~revenue should be recognized, a five-step process is used which includes identifying~~ the contract, ~~identifying~~or ~~the distinct performance obligations~~contracts, ~~determining~~with the ~~transaction~~ ~~price, allocating the transaction price to each distinct performance obligation, and determining the timing of revenue recognition for each distinct performance obligation.~~customer

~~For~~● ~~each~~Identification ~~contract,~~of the ~~Company~~performance ~~considers~~obligations ~~the~~in ~~obligation to transfer~~ the ~~Evie Ring Elements, each of which are distinct, to be separate performance obligations.~~contract

Transaction price for the Evie Ring Elements reflects the net consideration to which the Company expects to be entitled. Transaction price is based on the sales price. The Company includes an estimate of variable consideration in the calculation of the transaction price at the time of sale. Variable consideration primarily includes product return provisions. The Company classifies the product return provisions as liabilities in the condensed consolidated balance sheet.F-11

8● Determination of the transaction price

~~Movano~~● ~~Inc.~~Allocation of the transaction price to the performance obligations in the contract

~~Notes~~● toRecognition ~~Condensed~~of ~~Consolidated~~the ~~Financial~~revenue ~~Statements~~when, or as, a performance obligation is satisfied

For the three and nine months ended September 30, 2025 and 2024

(Unaudited)

The adequacy of the estimates for the variable consideration is reviewed at each reporting date. If the actual amount of consideration differs from the estimates, the Company would adjust the estimates, impacting revenue in the period that such variances become known. If any of the judgments were to change, this change could cause a material increase or decrease in the amount of revenue reported in a particular period.

The Company allocates the transaction price to each performance obligation using the relative stand-alone selling price (“SSP”) for each distinct good or service in the contract. When available, the Company uses observable prices to determine SSP. When observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, where applicable, prices charged by the Company for similar offerings, market trends in the pricing for similar offerings, product-specific business objectives and the estimated cost to provide the performance obligation.

~~Revenue~~Contract ~~associated~~assets ~~with~~represent the ~~Evie Ring, portable~~Company’s ~~charger,~~rights ~~charging~~to ~~cable,~~consideration ~~ring~~in ~~sizer,~~exchange ~~and~~for ~~mobile~~goods ~~application~~or ~~performance~~computing ~~obligations~~services isthat ~~recognized~~the ~~upon~~Company ~~delivery~~has transferred to ~~customers.~~a ~~The~~customer ~~performance obligation~~but ~~for~~where the ~~embedded~~ right to ~~receive,~~consideration is conditional on asomething ~~when-and-if-available~~other ~~basis,~~than ~~customer~~the ~~support~~passage ~~and~~of ~~future~~time. ~~unspecified~~In ~~software~~some ~~updates~~arrangements, is ~~recognized to revenue on~~ a ~~straight-line~~right ~~basis~~to ~~over~~consideration for the ~~estimated~~Company’s performance ~~life~~under of the ~~product~~customer ~~and~~contract ismay ~~not~~occur ~~material~~before ininvoicing the ~~periods~~customer, ~~presented. The~~resulting ~~Company~~in ~~allocates~~an ~~revenue~~unbilled ~~and~~accounts ~~any~~receivable. ~~related~~These ~~discounts~~unbilled accounts toreceivable ~~these~~represent ~~performance~~amounts ~~obligations~~earned ~~based~~but onnot ~~their~~yet ~~relative~~invoiced ~~SSPs.~~and ~~Because~~are ~~the~~recognized ~~Company lacks~~in ~~observable~~accordance ~~prices~~with ~~for~~ the ~~undelivered~~ performance obligations, ~~the~~satisfied. Such ~~allocation~~amounts ofhave ~~revenue~~been isimmaterial ~~based~~for on the ~~Company’s~~periods ~~estimated SSPs~~presented.

The Company records ~~revenue~~a ~~from~~contract ~~the~~liability ~~sales~~for ofdeferred ~~the~~revenue ~~Evie~~when ~~Ring~~cash ~~Elements~~payments ~~upon~~from ~~transfer~~customers ofare ~~control~~received ofprior ~~the distinct Evie Ring Elements~~ to the ~~customer.~~transfer ~~The~~of ~~Company~~control ~~typically~~or ~~determines~~satisfaction ~~transfer~~ of ~~control~~the ~~for~~related ~~the~~performance ~~Evie~~obligations. Deferred ~~Ring~~revenue, ~~Elements~~including ~~based~~current onand ~~when~~non-current ~~the~~balances ~~product~~at isMarch ~~delivered~~31, or2026 ~~when~~and ~~the~~December ~~customer~~31, ~~has~~2025 ~~obtained~~was ~~the~~$4.4 ~~significant~~million ~~risks~~ and ~~reward~~$12 ~~of ownership~~thousand, respectively. ~~The~~As ~~future~~of ~~unspecified~~March ~~software~~31, ~~updates~~2026, ~~and customer support that~~ the Company ~~offers~~expects ~~are~~$2.2 ~~separate~~million ~~performance obligations,~~of ~~and~~total deferred revenue isto ~~recognized~~be ~~over~~realized ~~time~~in onless than a ~~ratable basis~~year.

~~The~~A ~~sales~~description of ~~the~~our ~~Evie~~principal ~~Ring~~revenue ~~Elements include an~~generating ~~assurance~~activities ~~warranty.~~is ~~Estimated~~as ~~assurance warranties for the three and nine months ended September 30, 2025 and 2024 were not material.~~follows:

~~Contract~~AI ~~balances~~Platform represent amounts presented in the condensed consolidated balance sheets when the Company has transferred goods or services to the customer, or the customer has paid consideration to the Company under the contract. Customer payments are made up-front upon the purchase of products and services~~. The Company has no accounts receivable as of September 30, 2025 or December 31, 2024, respectively. There were no contract assets at September 30, 2025 or December 31, 2024.~~

~~The~~Revenue ~~Company~~associated ~~records~~with aAI ~~contract~~Platform ~~liability~~and ~~for~~services is ~~deferred~~generated ~~revenue~~through ~~when cash~~fixed-term ~~payments~~contracts ~~from~~under ~~customers~~which ~~are~~Corvex ~~received~~reserves ~~prior~~compute toand ~~the~~storage ~~transfer~~capacity ofacross ~~control~~its orfleet ~~satisfaction~~ of ~~the~~servers and provides related ~~performance~~support ~~obligations~~services. ~~Deferred revenue~~Customers atpay ~~September 30,~~a ~~2025~~fixed ~~and~~fee ~~December 31,~~for ~~2024~~the ~~was~~reserved ~~$8,000~~capacity and ~~$36,000,~~contracted ~~respectively.~~services Asover ofthe ~~September 30,~~contract ~~2025~~term, ~~the~~regardless ~~Company~~of ~~expects~~the ~~100%~~level of ~~total deferred revenue to be realized in less than a year~~utilization.

~~The~~Compute ~~Company~~capacity ~~offers~~is ~~limited~~delivered ~~rights~~across oftwo ~~return~~infrastructure tiers: (1) high-performance GPU servers for aintensive ~~60-day~~AI ~~right~~training ofand ~~return~~inference workloads, and (2) virtual machines provisioned on shared ~~whereby~~CPU ~~customers~~servers for general-purpose compute, development, testing, and supporting AI workloads such as data preprocessing and orchestration. Customers may ~~return~~also ~~the~~contract ~~Evie~~for ~~Ring~~integrated ~~Elements~~storage capacity and platform services, including managed Kubernetes, confidential computing, and service packages. The Company’s ~~estimate~~primary ofperformance ~~future~~obligation ~~returns~~is ~~requires~~to ~~significant~~stand ~~judgement.~~ready ~~The Company~~to ~~estimates~~provide ~~reserves~~access ~~based~~to onspecified ~~data~~compute ~~specific~~capacity, enabling customers to ~~each~~submit ~~reporting~~and ~~period~~process workloads on GPU and ~~historical~~CPU ~~trends~~servers. Access to ~~date.~~the ~~The~~Corvex ~~estimate~~AI iscloud ~~adjusted~~interface ~~each~~and standard technical support ~~period~~are ~~for~~not ~~actual~~distinct ~~returns~~in ~~received.~~the ~~The~~context ~~returns~~of ~~reserve~~the iscontract ~~recorded~~and asare atherefore ~~reduction~~combined ofinto ~~revenue~~a ~~and~~single ~~recognized~~performance inobligation ~~other~~with ~~current~~compute ~~liabilities~~access. For Ascustomers ofthat ~~September 30,~~purchase ~~2025~~optional ~~and~~storage ~~December 31~~services, ~~2024,~~ the ~~balance~~Company ofprovides ~~product~~a ~~return~~separate ~~provisions~~performance ~~included~~obligation infor ~~other~~access ~~current~~to ~~liabilities is~~hosted ~~$11,000 and $0~~storage capacity.~~1 million, respectively.~~

F-12

Revenue from compute and storage capacity as well as from platform services is recognized over time as customers simultaneously receive and consume the benefits of the services as they are provided. The Company measures progress toward satisfaction of its stand-ready performance obligation on a straight line basis over the committed contract term. Revenue from optional storage services and platform services were immaterial for the three months ended March 31, 2026.

The Company’s contracts with customers include variable consideration in the form of SLA credits, which may reduce the transaction price if availability thresholds are not met. Such credits are recognized as variable consideration, and the reduction in revenue is allocable to the month in which the SLA threshold is not achieved. SLA credits were immaterial for the three months ended March 31, 2026.

Revenue - Connected devices and services

The Company generates revenue from the sale of Wellness Rings, portable chargers, charging cables, ring sizers, and mobile applications. As part of the purchase, customers also receive customer support and future unspecified software updates. These items are collectively referred to as the Wellness Ring Elements, each of which is distinct and a separate performance obligation. The Company recognizes revenue when control is transferred to the customer in an amount that reflects the net consideration to which the Company expects to be entitled.

The Company records revenue from the sales of the Wellness Ring Elements upon transfer of control of the distinct Wellness Ring Elements to the customer. The Company typically determines transfer of control for the Wellness Ring Elements based on when the product is delivered, or when the customer has obtained the significant risks and reward of ownership.

The Company collects sales taxes at the point of sale and remits the taxes to the proper state authorities. Sales tax is excluded from the measurement of the transaction price.

Shipping and handling costs are incurred as part of fulfillment activities with customers and are included as a component of cost of revenue.

9Cost of Revenue

~~Movano~~Cost ~~Inc.~~of Revenue - AI Platform and services

~~Notes~~Cost of revenue, exclusive of depreciation and amortization, primarily consists of costs related to ~~Condensed~~operating ~~Consolidated~~data ~~Financial~~centers ~~Statements~~and the production environment used to provide services to customers, such as utilities including power, rent, labor costs and network access. Cost of revenue also includes personnel and other costs attributable to supporting and maintaining the Company’s computing environment used to deliver current-period services to customers, including compensation-related expenses and allocated overhead associated with these activities. The Company includes both direct costs and indirect costs that are attributable to the operation of the production environment. General corporate overhead, not attributable to current-period service delivery is excluded from cost of revenue.

~~For~~The ~~the~~Company ~~three~~operates ~~and~~data ~~nine~~centers ~~months~~and ~~ended~~has ~~September~~co-location 30service agreements, ~~2025~~which ~~and~~are ~~2024~~accounted for as operating leases. These agreements generally commit the Company to pay monthly fees plus additional fees for bandwidth usage above the committed level.

~~(Unaudited)~~Cost of revenue - Connected devices and services

Costs of ~~Revenue~~revenue, exclusive of depreciation and amortization, consists primarily of material costs, freight charges, purchasing and receiving costs, inspection costs, customer support, data hosting services and other costs, which are directly attributable to the production of the Company’s product. Write-down of inventory to lower of cost or net realizable value is also recorded in cost of revenue.

Costs of revenue consists primarily of material costs, freight charges, purchasing and receiving costs, inspection costs, customer support, data hosting services and other costs, which are directly attributable to the production of the Company’s product. WriteF-~~down of inventory to lower of cost or net realizable value is also recorded in cost of goods sold.~~13

~~Advertising~~Technology ~~Costs~~and Infrastructure

~~The~~In ~~Company~~connection ~~expenses~~with ~~advertising~~the ~~costs~~acquisition asof ~~they~~Corvex ~~are~~OpCo, ~~incurred.~~the ~~Advertising~~Company has separately classified expenses ~~were~~related ~~$0.3 million~~to technology and ~~$0.2 million~~infrastructure ~~for~~within the ~~nine~~condensed ~~months~~consolidated ~~ended~~statements ~~September 30,~~of ~~2025~~operations and comprehensive ~~2024~~loss. Technology and infrastructure expense consists of costs associated with our infrastructure, ~~respectively~~such as personnel costs for employees associated with research and $3development of new and existing products and services or with maintaining our computing infrastructure,~~000~~ such as salaries and ~~$49~~benefits,~~000~~ ~~for~~bonuses, ~~the~~stock-based ~~three~~compensation ~~months~~expense, ~~ended~~lab ~~September 30~~supplies and facility costs, ~~2025~~travel expenses, fees paid to non employees conducting certain research activities and ~~2024~~other related expenses, ~~respectively~~and costs related to software subscriptions. ~~These~~The ~~costs~~Company’s technology and infrastructure efforts are ~~included~~dedicated intowards ~~“Sales~~developing new services, ~~general~~improving the Company’s existing infrastructure, ~~and~~adding ~~administrative~~new ~~expenses”~~features, inbringing the ~~accompanying~~latest ~~condensed~~compute ~~consolidated~~technology ~~statements~~to market and improving the accessibility of ~~operations~~the Company’s services. Technology and ~~comprehensive~~infrastructure ~~loss~~costs were $822 thousand and $2.4 million for the three months ended March 31, 2026 and 2025, respectively.

Sales and Marketing

In connection with the acquisition of Corvex Opco, the Company has separately classified expenses related to sales and marketing within the condensed consolidated statements of operations and comprehensive loss. Sales and marketing expense consists of personnel costs associated with selling and marketing the Company’s services, such as salaries, stock-based compensation expense, commissions, bonuses, and other related expenses, third-party professional services costs, and advertising costs associated with marketing programs.

The Company expenses advertising costs as they are incurred. Advertising expenses were approximately $30 thousand and $237 thousand for the three months ended March 31, 2026 and 2025, respectively. These costs are included in sales and marketing expenses in the accompanying condensed consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

The Company measures equity classified stock-based awards granted to employees, directors, and ~~nonemployees~~non employees based on the estimated fair value on the date of grant and recognizes compensation expense of those awards on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation including the expected term, the volatility of the Company’s ~~common~~Common ~~stock~~Stock, and an assumed risk-free interest rate. The Company accounts for forfeitures as they occur.

Leases

The Company determines if an arrangement is a lease or implicitly contains a lease at inception based on the lease definition, and if the lease is classified as an operating lease or finance lease in accordance with Accounting Standards Codification 842, Leases (“ASC 842”). Operating lease right-of-use (“ROU”) assets and liabilities are presented separately in the consolidated balance sheets, while finance leases ROU assets are included in property and equipment. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date for existing leases based on the present value of lease payments over the lease term using an estimated discount rate.

F-14

For leases which do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments over a similar term. In determining the estimated incremental borrowing rate, the Company considers relevant banking rates and the Company’s costs incurred for underwriting discounts and financing costs in its previous equity financings. The ROU assets also include any lease payments made and exclude lease incentives.

For operating leases, lease expense is recognized on a straight-line basis over the lease term. For finance leases, amortization expense of the right of use assets is recognized on a straight-line basis over the lease term and the interest component is recognized utilizing the effective interest method over the lease term and included in interest and other income, net in the condensed consolidated statements of operations and comprehensive loss. Lease and non-lease components within a contract are generally accounted for separately. Short-term leases of twelve months or less, if any are expensed as incurred which approximates the straight-line basis due to the short-term nature of the leases.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. As the Company maintained a full valuation allowance against its deferred tax assets, the changes resulted in no provision or benefit from income taxes during the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2025~~2026 and ~~2024~~2025, respectively.

The Company accounts for unrecognized tax benefits using a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company establishes a liability for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. The Company records an income tax liability, if any, for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax returns. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The liability is adjusted considering changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of liability provisions and changes to the liability that are considered appropriate. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

10For interim periods, the Company estimates its annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. The Company computes the tax provision or benefit related to items reported separately and recognizes the items net of their related tax effect in the interim periods in which they occur. The Company recognizes the effect of changes in enacted tax laws or rates in the interim periods in which the changes occur.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited)

For interim periods, the Company estimates its annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. The Company computes the tax provision or benefit related to items reported separately and recognizes the items net of their related tax effect in the interim periods in which they occur. The Company recognizes the effect of changes in enacted tax laws or rates in the interim periods in which the changes occur. The Company does not have any expected income taxes in any jurisdiction as of September 30, 2025.

Net Loss per Share

Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of ~~common~~Common ~~stock~~Stock outstanding during the period, without consideration for ~~common~~Common ~~stock~~Stock equivalents. The weighted average number of common shares used in calculating basic and diluted net loss per share includes the weighted-average pre-funded common stock warrants outstanding during the period as they are exercisable at any time for nominal cash consideration. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive.

F-15

Business Combination

We include the results of operations of the businesses that we acquire from the date of acquisition. We determine the fair value of the assets acquired and liabilities assumed based on their estimated fair values as of the respective date of acquisition. The excess purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, and selection of comparable companies. Key assumptions utilized in these valuation models include forecasted revenue growth rates, operating margins, customer attrition, contributory asset charges, royalty rates, and discount rates derived from market participant perspectives. The discount rates applied are generally based on an estimated weighted average cost of capital, reflecting the risks associated with the projected cash flows. Our estimates of fair value are based on assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

When we issue cash payments or grants of equity to selling stockholders in connection with an acquisition, we evaluate whether the payments or awards are compensatory. This evaluation includes whether cash payments or stock award vesting is contingent on the continued employment of the selling stockholder beyond the acquisition date. If continued employment is required for the cash to be paid or stock awards to vest, the award is treated as compensation for post-acquisition services and is recognized as compensation expense.

Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss.

Acquired intangible assets with a definite useful life are amortized over their estimated useful lives on a straight-line basis. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization.

The Company evaluates the recoverability of acquired intangible assets on an annual basis, or more frequently whenever circumstances indicate an intangible asset may be impaired. When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets. If the future undiscounted cash flows do not exceed the carrying amount of the assets, an impairment loss is measured based upon the difference between the carrying amount and the fair value of the assets.

Recent Accounting Pronouncements

In November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0703, ~~Segment~~Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (~~Topic~~Subtopic ~~280~~220-40): ~~Improvements~~Disaggregation of Income Statement Expenses, which requires disaggregated disclosures, in the notes to ~~Reportable~~the ~~Segment~~financial ~~Disclosures~~statements, ~~which~~of ~~expands~~certain ~~annual~~categories ~~and~~of ~~interim~~expenses ~~disclosure~~that ~~requirements~~are ~~for~~included ~~reportable~~in ~~segments,~~expense ~~primarily~~line ~~through~~items ~~enhanced~~on ~~disclosures~~the ~~about~~face ~~significant~~of ~~segment~~the ~~expenses~~income statement. The ~~Company~~pronouncement’s ~~adopted~~amendments ~~this~~are ~~accounting~~effective for public business ~~standard~~entities onfor annual periods beginning after December 31 15, ~~2024.~~2026, ~~The~~and ~~adoption~~interim ~~has~~reporting noperiods ~~impact~~beginning onafter ~~our~~December ~~financial~~15, ~~statements~~2027. ~~nor~~Early adoption ~~resulted~~is inpermitted. ~~incremental~~Upon ~~disclosures~~adoption, ~~within~~ the ~~footnotes~~guidance tocan ~~the~~be ~~consolidated~~applied ~~financial~~either ~~statements~~prospectively or retrospectively. ~~See~~The ~~Note 2~~Company ~~under~~is ~~“Segment~~currently ~~Information”~~evaluating the ~~for~~impact ~~additional~~this ~~information~~amended guidance may have on its consolidated financial statements.

In ~~November 2024~~September 2025, the FASB issued ASU ~~2024~~2025-0306, Intangibles ~~Income~~– ~~Statement -~~Goodwill ~~Reporting~~and ~~Comprehensive~~Other ~~Income~~– Internal-Use ~~Expense~~Software ~~Disaggregation Disclosure~~ (Subtopic ~~220~~ 350-40): ~~Disaggregation~~Targeted ofImprovements ~~Income~~to ~~Statement~~the ~~Expenses,~~Accounting ~~which~~for ~~requires~~Internal-Use ~~disaggregated~~Software. ~~disclosures,~~The amendments in ~~the~~this ~~notes~~Update (i) remove all references to ~~the~~prescriptive ~~financial~~and ~~statements,~~sequential ofsoftware ~~certain~~development stages ~~categories~~(referred ofto ~~expenses~~as “project stages”) throughout Subtopic 350-40, (ii) specify that ~~are~~the ~~included~~ disclosures in ~~expense~~Subtopic ~~line~~360-10, Property, ~~items~~Plant, onand ~~the~~Equipment—Overall, ~~face~~are required for all capitalized internal-use software costs, regardless of how those costs are presented in the ~~income~~financial ~~statement.~~statements, ~~The~~(iii) ~~pronouncement’s~~clarify ~~amendments~~that ~~are~~the ~~effective~~intangibles ~~for~~disclosures ~~public~~in ~~business~~paragraphs ~~entities~~350-30-50-1 through 50-3 are ~~for~~not ~~annual~~required ~~periods~~for ~~beginning~~capitalized ~~after~~internal-use ~~December 15,~~software ~~2026~~costs, and ~~interim~~(iv) ~~reporting~~supersede ~~periods~~the ~~beginning~~website ~~after~~development ~~December 15,~~costs ~~2027.~~guidance ~~Early~~and incorporate the ~~adoption~~recognition isrequirements ~~permitted.~~for ~~The~~website-specific ~~Company~~development ~~will~~costs ~~adopt~~from ~~this~~Subtopic ~~guidance~~350-50 oninto aSubtopic ~~prospective~~350-40. ~~basis~~The inpronouncement’s amendments ~~the~~are ~~annual~~effective ~~financial~~for ~~statements~~all entities for ~~the~~annual ~~year~~reporting ~~ending~~ periods beginning after December 31 15, ~~2025~~2027. AsThe itCompany ~~only~~is ~~requires~~currently ~~additional~~evaluating the ~~disclosures,~~impact this ~~pronouncement~~amended ~~will~~guidance ~~not~~may have ~~a significant impact~~ on ~~the~~its ~~Company’s~~ consolidated financial ~~condition or results of operations~~statements.

~~In December 2023, the FASB issued ASU 2023~~F-09, Income Taxes (Subtopic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The pronouncement’s amendments are effective for public business entities for annual periods beginning after December 15, 2024. The Company will adopt this guidance on a prospective basis in the annual financial statements for the year ending December 31, 2025. As it only requires additional disclosures, this pronouncement will not have a significant impact on the Company’s consolidated financial condition or results of operations.16

In ~~September 2025~~April 2026, the FASB issued ASU ~~2025~~ 2026-0601, ~~Intangibles –~~Equity ~~Goodwill and Other – Internal-Use Software~~ (~~Subtopic~~Topic ~~350-40~~505): ~~Targeted~~Initial Measurement ~~Improvements~~of toPaid-in-Kind ~~the~~Dividends ~~Accounting~~on ~~for Internal~~Equity-~~Use~~Classified ~~Software~~Preferred Stock. The amendments in this ~~Update~~update ~~(i)~~require ~~remove~~entities ~~all references~~ to ~~prescriptive~~initially measure ~~and~~paid-in-kind ~~sequential software development stages~~ (~~referred to as~~ “~~project stages~~PIK”) ~~throughout~~dividends ~~Subtopic~~on ~~350~~equity-~~40,~~classified ~~(ii)~~preferred ~~specify~~stock ~~that~~using the ~~disclosures~~PIK individend ~~Subtopic~~rate ~~360-10,~~stated ~~Property, Plant, and Equipment—Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented~~ in the ~~financial~~preferred stock ~~statements~~agreement, ~~(iii)~~ ~~clarify~~rather ~~that~~than ~~the~~at ~~intangibles~~fair ~~disclosures~~value. inThe ~~paragraphs~~ASU ~~350-30-50-1~~is ~~through~~effective ~~50-3~~for ~~are~~annual ~~not~~periods ~~required~~beginning ~~for~~after ~~capitalized~~December ~~internal-use~~15, ~~software costs~~2026, ~~and~~including ~~(iv) supersede the website development costs guidance and incorporate the recognition requirements for website-specific development~~interim ~~costs~~periods ~~from~~within ~~Subtopic~~those ~~350-50~~fiscal ~~into~~years, ~~Subtopic~~with ~~350-40.~~early ~~The~~adoption ~~pronouncement’s amendments are effective for all entities for annual reporting periods beginning after December 15, 2027~~permitted. The Company is currently evaluating the impact of this pronouncement and does not expect that it ~~has~~will have a significant impact on the Company’s consolidated financial condition or results of operations.

~~Note~~ NOTE 3- ~~– FAIR VALUE MEASUREMENTS~~ACQUISITIONS

On March 19, 2026, the Company completed its acquisition of 100% of the equity interests of Corvex OpCo, an AI cloud computing company specializing in GPU-accelerated infrastructure for AI workloads. The acquisition was undertaken to expand the Company’s AI infrastructure capabilities and strengthen its position in the high-performance compute market. The transaction provides access to Corvex OpCo’s infrastructure platform, engineering resources, and customer relationships, and is expected to enhance the Company’s ability to deliver scalable compute solutions to customers with AI and data-intensive workloads.

Pursuant to the terms of the Merger Agreement, total consideration consisted of the following:

●

240.5620 shares of Series B Preferred Stock which were converted into 240,544 shares of Common Stock on March 31, 2026.

●

23,551.5195 shares of Series C Preferred Stock, which are convertible into approximately 23,551,502 shares of Common Stock, subject to stockholder approval at the Company’s 2026 Annual Meeting of Stockholders. There are 140 shares of Series C Preferred Stock subject to repurchase that have been excluded from the US GAAP purchase consideration.

●

30,227.052 shares of Series D Preferred Stock, which shares shall be convertible into approximately 30,227,050 shares of Common Stock, subject to stockholder approval at the Company’s 2026 Annual Meeting of Stockholders.

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

In connection with the acquisition, the Company issued replacement awards for Corvex OpCo’s pre-existing stock options and restricted stock units.

Total consideration transferred in the acquisition was $581.9 million, consisting of the following (in thousands, except share data):

Fair value of Payment Shares at $10.71 per common share equivalent	$	577,045
Fair value of assumed Corvex OpCo equity awards attributable to pre-combination services		4,866
Total consideration	$	581,911

The acquisition-related costs were $1.8 million of which $719 thousand were incurred during the three months ended March 31, 2026 and were recorded in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026.

We allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on their preliminary estimated fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of acquisition. These estimates and assumptions are believed to be reasonable, but they are inherently uncertain and may be subject to material change as additional information becomes available during the respective measurement period, which will not exceed 12 months from applicable acquisition date. The allocation of purchase price below is preliminary because the fair values of intangible assets, and certain tangible assets and liabilities, income taxes, and the determination of the useful lives of intangible assets has not been finalized. The acquired business contributed revenue of $475 thousand and a net loss of $1.63 million for the period from March 19, 2026 to March 31, 2026.

F-17

The preliminary fair values of assets acquired and liabilities assumed on the acquisition date are summarized as follows (in thousands):

Cash and cash equivalents	$	36,678
Accounts receivable, net		1,342
Prepaid expenses and other current assets		596
Property and equipment, net		26,412
Operating lease right-of-use assets		3,477
Intangible assets		15,400
Goodwill		518,263
Total assets acquired	$	602,168

Accounts payable		1,552
Accrued liabilities		443
Deferred revenue		4,340
Operating lease liabilities, current		1,605
Finance lease liabilities, current		3,798
Operating lease liabilities, non-current		1,921
Finance lease liabilities, non-current		6,598
Total liabilities assumed	$	20,257

Total purchase price	$	581,911

The acquired assets and assumed liabilities were recorded at their preliminary estimated fair values. The following table presents the amounts allocated to the intangible assets identified as of the date of acquisition and the estimated useful lives (in thousands):

	Fair value		Useful life (in years)
Customer relationships	$	5,190	7
Tradename		10,210	20
	$	15,400

Customer relationships represent the preliminary fair value of future projected revenue that will be derived from revenue with existing Corvex OpCo customers. The fair value was determined using the multi-period excess earnings method. The economic useful life was determined based on historical customer turnover rates, including revenue retention and churn rates, as well as the contractual terms and renewal characteristics of customer arrangements. The Company also evaluated qualitative factors specific to its compute capacity services, including the level of integration of its infrastructure within customer operations, switching costs, and the pace of technological change in the underlying compute and AI ecosystem.

F-18

Tradename refers to Corvex OpCo brand assets. The preliminary fair value was determined by applying the relief-from-royalty method This method is based on the application of a royalty rate to forecasted revenue attributable to the Company’s acquired brand assets. The economic useful life was determined based on the expected usage period of the brand assets and the anticipated cash flows over the forecast period.

Amortization related to the acquired intangible assets was approximately $41 thousand for the three months ended March 31, 2026.

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill is primarily attributable to the assembled workforce as well as the anticipated operational synergies from the integration of Corvex’s technology and resources to deploy AI infrastructure demand at scale with a differentiated product offering, growing sales pipeline and leadership experienced in large-scale distributed computing and software development. All Goodwill is assigned to the AI Platform and services segment.

The table below presents supplemental unaudited pro forma information as if Corvex OpCo acquisition had occurred at the beginning of the earliest period presented, which was January 1, 2025. Pro forma results include adjustments for amortization of intangible assets and right of use assets, depreciation of property and equipment, and stock-based compensation and do not include any projected cost savings or other anticipated benefits of the Merger. Therefore, the pro forma financial information is not indicative of the results of operations that would have occurred had the transactions been effected on the assumed date.

	Three months ended March 31,
	2026			2025
Revenue:
Revenue - AI Platform and services	$	3,598		$	1,145
Revenue - Connected devices and services		35			206
Total revenue		3,633			1,351
Net loss	$	(16,040	)	$	(17,082	)

NOTE 4 - FAIR VALUE MEASUREMENTS

Financial assets and liabilities are recorded at fair value. The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in those financial instruments.

11F-19

~~Movano~~A ~~Inc.~~three-tier fair value hierarchy is used to prioritize the inputs in measuring fair values as follows:

~~Notes~~Level to1 ~~Condensed~~Quoted ~~Consolidated~~prices ~~Financial~~in ~~Statements~~active markets for identical assets or liabilities.

~~For~~Level ~~the~~2 ~~three~~Quoted ~~and~~prices ~~nine~~for ~~months~~similar ~~ended~~assets ~~September 30~~or liabilities in active markets, ~~2025~~quoted ~~and~~prices ~~2024~~for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly.

~~(Unaudited)~~Level 3 Significant unobservable inputs that cannot be corroborated by market data.

AThe ~~three-tier~~asset’s or liability’s fair value measurement level within the fair value hierarchy is ~~used~~based on the lowest level of any input that is significant to ~~prioritize~~ the ~~inputs~~fair invalue ~~measuring~~measurement. The Company’s Level 1 financial assets are money market funds whose fair values are based on quoted market prices. The carrying amounts of prepaid expenses and other current assets, inventory, accounts payable, deferred revenue, and other current liabilities approximate fair value asdue ~~follows:~~to the short-term nature of these instruments.

~~Level~~The 1following –tables ~~Quoted~~provide ~~prices~~a insummary ~~active~~of ~~markets~~the assets ~~for~~and ~~identical~~liabilities ~~assets~~that orare ~~liabilities.~~measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 (in thousands):

Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly.

Level 3 – Significant unobservable inputs that cannot be corroborated by market data.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s Level 1 financial assets are money market funds whose fair values are based on quoted market prices. The carrying amounts of prepaid expenses and other current assets, payroll tax credit, vendor deposits, inventory, accounts payable, deferred revenue, and other current liabilities approximate fair value due to the short-term nature of these instruments.

The following tables provide a summary of the assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 (in thousands):

Fair Value Measurements

September 30, 2025

March 31, 2026

Fair Value

Level 1

Level 2

Level 3

Cash equivalents:

Money market funds

~~1,707~~422

—–

Total cash equivalents

~~1,707~~422

—–

December 31, 2024

December 31, 2025

Fair Value

Level 1

Level 2

Level 3

Cash equivalents:

Money market funds

72,~~158~~360

—–

Total cash equivalents

72,~~158~~360

—–

~~Note 4~~NOTE – 5- CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of the following (in thousands):

	September 30,		December 31,
	March 31, 2026		December 31, 2025
	2025		2024
Cash and cash equivalents:
Cash	$	~~293~~28,908	$	~~744~~467
Money market funds		~~1,707~~422		72,~~158~~360
Total cash and cash equivalents	$	229,~~000~~330	$	72,~~902~~827

12F-20

~~Movano~~NOTE ~~Inc.~~6 - PROPERTY AND EQUIPMENT, NET

~~Notes~~Property toand ~~Condensed~~equipment, ~~Consolidated~~net, ~~Financial~~as ~~Statements~~of March 31, 2026 and December 31, 2025, consisted of the following (in thousands):

For the three and nine months ended September 30, 2025 and 2024

	March 31, 2026			December 31, 2025
Technology equipment	$	25,993		$	310
Computers, office equipment and furniture		641			260
Construction in progress		2,973			–
Software		234			144
Total property and equipment		29,841			714
Less: accumulated depreciation		(767	)		(613	)
Total property and equipment, net	$	29,074		$	101

~~(Unaudited)~~Total depreciation and amortization expense related to property and equipment for the three months ended March 31, 2026 was approximately $285 thousand including the amortization of right-of-use assets from finance leases of $131 thousand. Total depreciation and amortization expense related to property and equipment for the three months ended March 31, 2025, was approximately $38 thousand. Depreciation and amortization expense related to property and equipment is included in depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss.

~~Note~~As 5of –March ~~BRIDGE~~31, ~~LOAN~~2026, prepaid expenses and other ~~(related~~current ~~party)~~assets include $3.4 million of advance payments for server purchases.

NOTE 7 - GOODWILL AND INTANGIBLES

Goodwill

The following table summarizes the changes to Goodwill (in thousands):

	Amount
Balance at January 1, 2026	$	–
Additions		518,263
Balance at March 31, 2026	$	518,263

There was no goodwill as of December 31, 2025 and there were no impairment charges recorded for any periods presented.

Intangible Assets, Net

Intangible assets, net consisted of the following (in thousands, except years):

	March 31, 2026
	Weighted-Average Remaining Useful Lives (in years)	Acquired Intangibles, Gross		Accumulated Amortization			Acquired Intangibles, Net
Customer relationships	7	$	5,190	$	(24	)	$	5,166
Tradename	20		10,210		(17	)		10,193
Total		$	15,400	$	(41	)	$	15,359

Amortization expenses for intangible assets were $41 thousand for the three months ended March 31, 2026. There were no intangible assets as of December 31, 2025.

F-21

As of March 31, 2026, the expected future amortization expense related to intangible assets was as follows (in thousands):

Years Ending December 31,	Amount
2026	$	1,211
2027		1,252
2028		1,252
2029		1,252
2030		1,252
Thereafter		9,140
Total expected future amortization expenses	$	15,359

NOTE 8 - ACCRUED LIABILITIES

Accrued liabilities as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

	March 31,		December 31,
	2026		2025
Accrued compensation	$	364	$	133
Accrued research and development		84		110
Accrued vacation		43		78
Accrued interest on bridge loan (related party)		132		72
Accrued fees for professional services		787		201
Other		125		89
	$	1,535	$	683

NOTE 9 - BRIDGE LOAN (RELATED PARTY)

On August 6, 2025, the Company entered into a Loan Agreement and Promissory Note (the “Loan Agreement”) pursuant to which the Company obtained $1,500,000 in bridge financing (the “Bridge Loan”). In connection with the Bridge Loan, the Company entered into a Security Agreement and Intellectual Property Security Agreement pursuant to which the Company granted the lender a security interest in all of its assets, properties and rights, including its intellectual property rights. The Bridge Loan bears interest at a per annum rate equal to 12.0% and matures on November 3, 2025 (the “Maturity Date”). The Maturity Date may be extended by up to 60 days if the Company delivers evidence that it has entered into definitive documentation for a Qualifying Transaction (as defined in the Loan Agreement) prior to the Maturity Date. The Loan Agreement also includes a loan premium provision that would require the Company to pay an additional amount equal to double the then outstanding principal balance of the Bridge Loan upon the occurrence of certain triggering events.

Upon maturity, the Company is required to repay the $1.5 million principal, accrued interest, and a $3.0 million premium. The premium represents an original issue discount, which is amortized over the 90-day term of the loan using the effective interest method, resulting in an effective annual interest rate of approximately 532.59%.

AsThe oftransaction ~~September~~was ~~30,~~negotiated ~~2025,~~directly ~~the~~with ~~carrying amount~~the ofnoncontrolling ~~the~~shareholder ~~bridge~~and ~~loan~~ was ~~$3M,~~entered ~~net~~into ofto ~~unamortized~~provide ~~discount~~short-term offunding; ~~$1.5M.~~management ~~Interest~~believes ~~expense recognized for~~ the ~~three~~terms ~~months~~were ~~ended~~reasonable ~~September~~under ~~30,~~the ~~2025, was $1~~circumstances.~~5M, including $1.5M related to amortization of the original issue discount.~~

~~The transaction was negotiated directly with the noncontrolling shareholder and was entered into to provide short~~F-~~term funding; management believes the terms were reasonable under the circumstances. The loan remains outstanding as of the reporting date and was scheduled to mature on November 3, 2025.~~22

~~Note~~On November 3, 2025, the Company entered into 6an –amendment ~~BALANCE~~(the ~~SHEET~~“First ~~COMPONENTS~~Amendment”) to the Bridge Loan. The First Amendment provided for an extension of the maturity date of the Bridge Loan to November 5, 2025.

~~Inventory~~On asNovember ~~of September 30~~6, 2025, ~~and~~the ~~December~~ Company entered into a second amendment to the Bridge Loan (the “Second Amendment”). The Second Amendment provides for an extension of the maturity date of the Bridge Loan to March 31, 2026 in exchange for the Company’s agreeing that upon any sale or other disposition of all ~~2024~~or substantially all the Company’s assets prior to closing of the Merger, ~~consisted~~it will be obligated to repay the $1.5 million principal of the ~~following~~Bridge (Loan, plus any other outstanding obligations plus a $3.0 million repayment premium. The Second Amendment further provides that if the outstanding obligations under the Bridge Loan are not satisfied prior to Closing, the Company’s intellectual property and other assets associated with its business prior to Closing will be transferred to the Lender in ~~thousands):~~full satisfaction of such obligations. As a result, the remaining unamortized original issue discount was amortized using the effective interest method over the amended term ending March 31, 2026. No additional proceeds were received in connection with the amendment.

	September 30,		December 31,
	2025		2024
Raw materials	$	2,249	$	1,845
Finished goods		224		201
Total inventory	$	2,473	$	2,046

On March 19, 2026, the Company entered into a third amendment to the Bridge Loan (the “Third Amendment”). The Third Amendment provides for an extension of the maturity date of the Bridge Loan to June 30, 2026 in exchange for the Company’s agreeing that upon any sale or other disposition of all or substantially all the Company’s legacy assets, it will be obligated to repay the $1.5 million principal of the Bridge Loan, plus any other outstanding obligations plus a $3.0 million repayment premium and any other proceeds from the sale of such legacy assets. The Third Amendment further provides that if the outstanding obligation under the Bridge Loan has not been paid and the Company has not sold the legacy assets by the maturity date, the Company would transfer such assets to the lender on the maturity date in full satisfaction of the debt. No additional proceeds were received in connection with the amendment.

~~Property~~As ~~and~~of ~~equipment~~March 31, ~~net~~2026, asthe carrying amount of ~~September 30,~~the ~~2025~~bridge ~~and~~loan ~~December~~ was $4.5 million. Interest expense recognized for the three months ended March 31, ~~2024,~~2026 ~~consisted~~was $177 thousand which includes $118 thousand related to the remaining amortization of the ~~following~~original ~~(in~~issue ~~thousands):~~discount and $60 thousand of accrued and unpaid interest.

	September 30,			December 31,
	2025			2024
Office equipment and furniture	$	260		$	260
Software		144			144
Test equipment		310			310
Total property and equipment		714			714
Less: accumulated depreciation		(585	)		(501	)
Total property and equipment, net	$	129		$	213

NOTE 10 - COMMON STOCK AND PREFERRED STOCK

~~Total~~2026 ~~depreciation~~Stock and amortization expense related to property and equipment for the three and nine months ended September 30, 2025 was approximately $28,000 and $84,000, respectively. Total depreciation and amortization expense related to property and equipment for the three and nine months ended September 30, 2024 was approximately $30,000 and $100,000, respectively.Dividend

~~Note~~In connection with the Merger Agreement, the Company completed the 72026 –Stock ~~Other~~Dividend. ~~Current~~As ~~Liabilities~~a result of the 2026 Stock Dividend, each share of Common Stock issued and outstanding at the close of business on March 30, 2026 was automatically converted into 1.358 shares of Common Stock and was distributed on approximately April 6, 2026. Additional shares of Common Stock that would have been issuable to the holders of record of Series A Preferred Stock, Warrants, and vested and outstanding stock options and RSUs, if they had converted or exercised such securities into Common Stock on March 30, 2026, will become issuable upon the conversion of the Series A Preferred Stock, Warrants, and vested and outstanding stock options and RSUs. Shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and all assumed Corvex OpCo equity awards were not eligible to be adjusted by the 2026 Stock Dividend.

~~Other~~As ~~current~~of ~~liabilities~~March as31, of2026 ~~September 30~~and December 31, 2025, the Company was authorized to issue 500,000,000 shares of Common Stock with a par value of $0.0001 per share. As of March 31, 2026 and December 31, ~~2024~~2025, ~~consisted~~1,921,809 ofand ~~the~~1,228,272 ~~following~~shares ~~(in~~were ~~thousands):~~outstanding, respectively.

	September 30,		December 31,
	2025		2024
Accrued compensation	$	454	$	324
Accrued research and development		47		235
Accrued vacation		108		307
Lease liabilities, current portion		247		186
Accrued interest on bridge loan (related party)		28		—
Other		197		341
	$	1,081	$	1,393

F-23

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited)

Note 8 – Common Stock

As of September 30, 2025 and December 31, 2024, the Company was authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share. As of September 30, 2025 and December 31, 2024, 834,908 and 684,029 shares were outstanding, respectively.

At-the-Market Issuance of Common Stock

On August 15, 2022, the Company entered into an At-the-Market Issuance Agreement (the “Issuance Agreement”) with B. Riley Securities, Inc. (the “Sales Agent”). Pursuant to the terms of the Issuance Agreement, the Company may sell from time to time through the Sales Agent shares of the Company’s ~~common~~Common ~~stock~~Stock having an aggregate offering price of up to $50,000,000 (the “Shares”). Sales of Shares, if any, may be made by means of transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including block trades, ordinary brokers’ transactions on the Nasdaq Capital Market or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices or by any other method permitted by law.

Under the terms of the Issuance Agreement, the Company may also sell Shares to the Sales Agent as principal for its own accounts at a price to be agreed upon at the time of sale. Any sale of Shares to the Sales Agent as principal would be pursuant to the terms of a separate agreement between the Company and the Sales Agent.

The Company has no obligation to sell any of the Shares under the Issuance Agreement and may at any time suspend solicitation and offers under the Issuance Agreement.

In June 2024, the Company replaced B. Riley Securities with Jones Trading as the Sales Agent for the Issuance Agreement.

During the three months ended ~~September 30~~March 31, ~~2025,~~ 2026, the Company neither issued nor sold any shares through the Issuance Agreement. During the three months ended ~~September 30, 2024,~~March ~~the Company issued and sold an aggregate of 3~~31,~~528~~ shares of common stock through the Issuance Agreement at a weighted-average public offering price of $55.10 per share and received net proceeds of $0.2 million. During the nine months ended September 30, 2025 ~~and 2024~~, the Company issued and sold an aggregate of ~~146~~26,~~091~~642 ~~and 9,906~~ shares of ~~common~~Common ~~stock~~Stock through the Issuance Agreement at a weighted-average public offering price of $1229.0033 ~~and $66.40~~ per share and received net proceeds of $~~1.6 million~~758 ~~and $0~~thousand.~~6 million, respectively.~~ As of ~~September 30~~March 31, ~~2025~~2026, the Issuance Agreement had been terminated as a result of the expiration of the Company’s Registration Statement on Form S-3.

Common Stock Reserved for Future Issuance

Common ~~stock~~Stock reserved for future issuance at ~~September 30,~~March ~~2025~~31, 2026 is summarized as follows:

	September 30,
	March 31, 2026
	2025
Conversion of Series A preferred stock		764,432
Warrants to purchase common stock		345,461
Conversion of Series C preferred stock		23,551,502
Stock options outstanding		69,741
Conversion of Series D preferred stock		30,227,050
Stock options available for future grants		85,893
Warrants to purchase common stock		438,547
Shares subject to restricted stock units		150,848
Stock options outstanding		8,832,825
Total		651,943
Settlement of restricted stock units		6,158,716
Stock options available for future grants		1,067,244
Total		71,040,316

14F-24

~~Movano~~Series ~~Inc.~~A Convertible Preferred Stock

~~Notes~~As of March 31, 2026 the Company had 3,000 issued and outstanding shares at an original issue price of $1,000 per share, with a conversion price of $5.50 plus 8% accrued and unpaid dividends. The 3,000 outstanding shares of Series A Preferred Stock are convertible into 746,978 shares of Common Stock, plus an additional 17,454 shares based on dividends in arrears as of March 31, 2026. The Series A class is convertible into Common Stock, at the option of the holder subject to ~~Condensed~~a ~~Consolidated~~4.99% ~~Financial~~beneficial ~~Statements~~ownership limitation, is non-participating, and carries voting rights together with the Common Stock. The class also includes protective provisions, registration rights, liquidated damages for registration failures, and investor indemnification provisions.

~~For~~Series ~~the~~C ~~three~~Non-Voting ~~and~~Convertible ~~nine~~Preferred ~~months ended September 30, 2025 and 2024~~Stock

In connection with the Merger the Company issued 23,551.5195 shares of Series C Non-Voting Convertible Preferred Stock (~~Unaudited~~“Series C Preferred Stock”). Following stockholder approval, each share of Series C Preferred Stock will automatically convert into 1,000 shares of the Company’s Common Stock. Except as otherwise required by the Series C Certificate of Designations or applicable law, the Series C Preferred Stock does not have voting rights. However, for so long as any shares of Series C Preferred Stock remain outstanding, the Company may not take certain actions that would adversely affect the rights, preferences or privileges of the Series C Preferred Stock without the affirmative vote of the holders of a majority of the outstanding shares of Series C Preferred Stock. Holders of Series C Preferred Stock are entitled to receive dividends on an as-if-converted-to-Common Stock basis, in the same form and manner as dividends declared and paid on the Company’s Common Stock, when and if such dividends are declared, and are not entitled to any dividends payable pursuant to the Merger Agreement. Upon any liquidation, dissolution or winding up of the Company, the Series C Preferred Stock ranks on parity with the Company’s Common Stock and junior to the Series A Preferred Stock with respect to distributions of assets.

~~Note~~Series 9D –Non-Voting ~~Common~~Convertible Preferred Stock ~~Warrants~~

~~The~~In ~~following~~connection with the Merger, the Company issued 30,227.0524 shares of Series D Non-Voting Convertible Preferred Stock (“Series D Preferred Stock”). Following stockholder approval, each share of Series D Preferred Stock will be convertible, at the option of the holder, into 1,000 shares of the Company’s Common Stock, effective as of 5:00 p.m. (Eastern time) on the third business day after such approval is obtained. Except as otherwise required by the Series D Certificate of Designations or applicable law, the Series D Preferred Stock does not have voting rights. However, for so long as any shares of Series D Preferred Stock remain outstanding, the Company may not take certain actions that would adversely affect the rights, preferences or privileges of the Series D Preferred Stock without the affirmative vote of the holders of a ~~summary~~majority of the outstanding shares of Series D Preferred Stock. Holders of Series D Preferred Stock are entitled to receive dividends on an as-if-converted-to-Common Stock basis, in the same form and manner as dividends declared and paid on the Company’s Common Stock, when and if such dividends ~~warrant~~are ~~activity~~declared, ~~for~~and are not entitled to any dividends payable pursuant to the ~~nine~~Merger ~~months~~Agreement. ~~ended~~Upon ~~September 30~~any liquidation, ~~2025:~~dissolution or winding up of the Company, the Series D Preferred Stock ranks on parity with the Company’s Common Stock and junior to the Series A Preferred Stock with respect to distributions of assets. Conversion of the Series D Preferred Stock is subject to a beneficial ownership limitation that prevents a holder from converting shares to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding Common Stock, which may be increased (up to 19.99%) or decreased at the holder’s option upon at least 61 days’ prior notice to the Company.

Warrant Issuance	Issuance	Exercise Price		Outstanding, December 31, 2024		Granted		Exercised			Canceled/ Expired			Variable Settlement Provision Adjustment		Outstanding, September 30, 2025		Expiration
Preferred A Placement Warrants	March and April 2018 and August 2019	$	210.00		1,957		—		—			(1,957	)		—		—	April 2025
Preferred B Placement Warrants	April 2019	$	315.00		3,098		—		—			(3,098	)		—		—	April 2025
Convertible Notes Placement Warrants	August 2020	$	385.50		1,146		—		—			(1,146	)		—		—	August 2025
Underwriter Warrants	March 2021	$	900.00		6,380		—		—			—			—		6,380	March 2026
January 2023 warrants	January 2023	$	235.50		15,480		—		—			—			—		15,480	January 2028
February 2023 warrants	February 2023	$	235.50		2,322		—		—			—			—		2,322	February 2028
August 2023 warrants	August 2023	$	186.00		1,345		—		—			—			—		1,345	August 2028
April 2024 Pre-Funded warrants	April 2024	$	0.15		20,994		—		(4,855	)		—			—		16,139	April 2029
April 2024 warrants	April 2024	$	61.10		301,584		—		—			—			—		301,584	April 2029
August 2024 warrants	August 2024	$	61.10		2,211		—		—			—			—		2,211	August 2029
					356,517		—		(4,855	)		(6,201	)		—		345,461

F-25

~~The~~NOTE ~~following~~11 is- aCOMMON ~~summary~~STOCK ~~of the Company’s warrant activity for the nine months ended September 30, 2024:~~WARRANTS

Warrant Issuance	Issuance	Exercise Price		Outstanding, December 31, 2023		Granted		Exercised		Canceled/ Expired		Variable Settlement Provision Adjustment		Outstanding, September 30, 2024		Expiration
Preferred A Placement Warrants	March and April 2018 and August 2019	$	210.00		1,957		—		—		—		—		1,957	April 2025
Preferred B Placement Warrants	April 2019	$	315.00		3,098		—		—		—		—		3,098	April 2025
Convertible Notes Placement Warrants	August 2020	$	385.50		1,146		—		—		—		—		1,146	August 2025
Underwriter Warrants	March 2021	$	900.00		6,380		—		—		—		—		6,380	March 2026
January 2023 warrants	January 2023	$	235.50		15,480		—		—		—		—		15,480	January 2028
February 2023 warrants	February 2023	$	235.50		2,322		—		—		—		—		2,322	February 2028
August 2023 warrants	August 2023	$	186.00		1,345		—		—		—		—		1,345	August 2028
April 2024 Pre-Funded warrants	April 2024	$	0.15		—		20,994		—		—		—		20,994	April 2029
April 2024 warrants	April 2024	$	61.10		—		301,584		—		—		—		301,584	April 2029
August 2024 warrants	August 2024	$	61.10		—		2,211		—		—		—		2,211	August 2029
					31,728		324,789		—		—		—		356,517

The following is a summary of the Company’s warrant activity for the three months ended March 31, 2026:

Warrant Issuance (BOD)	Issuance	Exercise Price		Outstanding, December 31, 2025		Granted		Exercised		Canceled/ Expired			Outstanding, March 31, 2026		Expiration
Underwriter Warrants	March 2021	$	662.74		8,664		-		-		(8,664	)		-	March 2026
January 2023 warrants	January 2023	$	173.42		21,022		-		-		-			21,022	January 2028
February 2023 warrants	February 2023	$	173.42		3,154		-		-		-			3,154	January 2028
August 2023 warrants	August 2023	$	136.97		1,827		-		-		-			1,827	August 2028
April 2024 Pre-Funded warrants	April 2024	$	0.12		20,174		-		-		-			20,174	None
April 2024 warrants	April 2024	$	45.00		406,934		-		-		-			406,934	April 2029
April 2024 warrants	April 2024	$	48.61		2,607		-		-		-			2,607	April 2029
August 2024 warrants	August 2024	$	45.00		3,003		-		-		-			3,003	August 2029
					467,385		-		-		(8,664	)		458,721

~~Movano~~The ~~Inc.~~following is a summary of the Company’s warrant activity for the three months ended March 31, 2025:

Notes to Condensed Consolidated Financial Statements

Warrant Issuance (BOD)	Issuance	Exercise Price		Outstanding, December 31, 2024		Granted		Exercised		Canceled/ Expired		Outstanding, March 31, 2025		Expiration
Preferred A Placement Warrants	March and April 2018 and August 2019	$	154.64		2,653		-		-		-		2,653	April 2025
Preferred B Placement Warrants	April 2019	$	231.95		4,199		-		-		-		4,199	April 2025
Convertible Notes Placement Warrants	August 2020	$	283.81		1,556		-		-		-		1,556	August 2025
Underwriter Warrants	March 2021	$	662.74		8,664		-		-		-		8,664	March 2026
January 2023 warrants	January 2023	$	173.42		21,022		-		-		-		21,022	January 2028
February 2023 warrants	February 2023	$	173.42		3,154		-		-		-		3,154	February 2028
August 2023 warrants	August 2023	$	136.97		1,827		-		-		-		1,827	August 2028
April 2024 Pre-Funded warrants	April 2024	$	0.12		26,242		-		-		-		26,242	None
April 2024 warrants	April 2024	$	45.00		406,934		-		-		-		406,934	April 2029
April 2024 warrants	April 2024	$	48.61		2,607								2,607	April 2029
August 2024 warrants	August 2024	$	6.11		3,003		-		-		-		3,003	August 2029
					481,861		-		-		-		481,861

~~For the three and nine months ended September 30, 2025 and 2024~~F-26

~~(Unaudited)~~NOTE 12 - STOCK-BASED COMPENSATION

Note 10 – Stock-based Compensation

2019 Equity Incentive Plan

As of ~~September 30~~March 31, ~~2025~~2026, the Company had 72117,~~215~~ 130 shares available for future grant pursuant to the 2019 Incentive Plan.

2021 Employment Inducement Plan

As of ~~September 30~~March 31, ~~2025~~2026, the Company had 1318,~~678~~106 shares ~~available~~ available for future grant under the 2021 Inducement Plan.

2024 Equity Incentive Plan

As of March 31, 2026, the Company had 932,008 shares available for future grant under the 2024 Incentive Plan.

Before the Merger, Corvex OpCo maintained the 2024 Equity Incentive Plan (the “2024 Incentive Plan”) to help attract and retain eligible award recipients and to incentivize them to contribute to Corvex OpCo’s success. Under the Plan Corvex OpCo could issue up to 2,295,000 shares of Corvex OpCo common stock, subject to adjustment as provided in the Plan. On March 18, 2026, the Board of Directors of Corvex OpCo approved an increase in the aggregate number of shares of Corvex OpCo common stock that may be issued pursuant to the 2024 Equity Incentive Plan (the “2024 Plan”) from 2,295,000 to 7,097,718, an increase of 4,802,718 shares, subject to adjustment as provided in the 2024 Plan. The 2024 Plan was replaced by the Company in the Merger and the number of shares available under the 2024 Plan was increased to 15,795,897 to reflect the impact of the exchange ratio in the Merger.

As part of the Merger, 3,934,154 of Corvex OpCo’s outstanding stock options were assumed by the Company, representing 8,755,418 stock options after accounting for the exchange ratio in the Merger. Additionally, 2,744,776 of Corvex OpCo’s RSUs were replaced by the Company, representing 6,108,470 RSUs after accounting for the exchange ratio in the Merger. The fair value of these stock options and RSUs was approximately $148.5 million. Of this amount, $4.9 million was recognized in the total purchase price (Note 3). The remainder of the fair value of approximately $143.6 million will be recognized as compensation expense subsequent to the Merger until the year 2030.

The Company’s equity incentive plan permits certain employees to early exercise stock options prior to vesting. Shares issued upon exercise of unvested options are subject to the Company’s right of repurchase at the original exercise price until vested. Early exercised options are included in exercises in the stock option activity table. The Company recognizes stock-based compensation expense for these awards over the remaining requisite service period. As of March 31, 2026, 149,215 shares issued pursuant to early exercise remained subject to repurchase rights.

2026 Equity Incentive Plan

On March 19, 2026, the Company’s Board of Directors approved the 2026 Corvex Equity Incentive Plan (the “2026 Incentive Plan”), subject to stockholder approval at the Company’s 2026 Annual Meeting of Stockholders. The 2026 Incentive Plan will have 3,500,000 shares of Common Stock available for issuance following stockholder approval.

Stock Options

~~Stock~~On ~~option~~February ~~activity~~16, ~~for~~2026, Corvex OpCo granted 85,000 options to certain employees and/or consultants of the ~~nine~~Company, ~~months~~which ~~ended~~vest and become exercisable subject to the recipient’s continued ~~September 30~~service. The options vest monthly over four years on the anniversary of the grant date. Further, ~~2025~~in ~~was~~accordance with their terms and as a ~~follows~~result ~~(in~~of ~~thousands~~the Merger, ~~except~~the ~~share~~stock options were increased by the 2.2255 exchange ratio resulting in 189,167 ~~per~~stock options. Total share,-based compensation ~~and~~cost ~~remaining~~as ~~life~~of ~~data):~~the grant date of the awards was $1.8 million.

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Life	Intrinsic Value
Outstanding at December 31, 2024		72,140		$	219.80	7.2 years	$	11
Granted		6,347		$	51.84
Exercised		—		$	—
Cancelled		(8,746	)	$	237.60
Outstanding at September 30, 2025		69,741		$	206.12	6.2 years	$	—
Exercisable as of September 30, 2025		60,838		$	214.98	5.9 years	$	—
Vested and expected to vest as of September 30, 2025		69,741		$	206.12	6.2 years	$	—

F-27

~~The~~On ~~weighted-average~~March ~~grant~~18, ~~date~~2026, ~~fair~~Corvex ~~value~~OpCo ofgranted 2,948,094 options ~~granted~~to ~~during~~certain ~~the~~employees ~~nine~~and/or ~~months~~consultants ~~ended~~of ~~September 30,~~Corvex ~~2025~~OpCo ~~and~~(the ~~2024,~~“Merger ~~was~~Options”) ~~$31.58~~which vest and ~~$36.20,~~become ~~respectively~~exercisable subject to the recipient’s continued service following the closing of the Merger. ~~During~~Of the ~~nine~~2,948,094 ~~months~~Merger ~~ended~~Options, ~~September 30~~314,000 vest monthly over four years on the anniversary ~~2025~~of the grant date, no26,000 ~~options~~vest ~~were~~monthly ~~exercised.~~over ~~During~~one ~~the~~year, ~~nine~~and ~~months~~2,608,094 ~~ended~~vest ~~September 30~~quarterly over four years, ~~2024~~each of which are subject to acceleration as described below. Further, ~~267~~in ~~options~~accordance ~~were~~with ~~exercised~~their ~~for~~terms ~~proceeds~~and as a result of ~~$15~~the Merger,~~200~~ the Merger Options were increased by the 2.2255 ~~The~~exchange ~~fair~~ratio resulting in 6,560,952 Merger Options. If the Company consummates a change in control transaction where the enterprise value of the 5Company is $500 million or greater,~~283~~ ~~and~~after 33giving effect to the 2.2255 exchange ratio,~~368~~ ~~options~~all ~~that~~5,804,286 Merger Options shall accelerate and become fully vested ~~during~~as of immediately prior to the ~~nine~~closing ~~months~~of ~~ended~~such ~~September 30~~transaction, ~~2025~~subject ~~and~~to ~~2024~~the ~~was~~holder’s ~~approximately~~continuous $0service through such date.~~9 million~~ ~~and~~Total share-based compensation cost as of the grant date of the Merger Options was $258.~~6 million,~~5 ~~respectively~~million.

~~The~~Corvex ~~Company~~OpCo ~~estimated the fair value of~~ stock options ~~using~~granted ~~the~~under ~~Black-Scholes option pricing model. The fair value of~~ the ~~stock~~2024 Incentive ~~options~~Plan ~~was~~were ~~estimated~~not ~~using~~adjusted ~~the following weighted average assumptions~~ for the ~~nine~~2026 ~~months~~Stock ~~ended September 30, 2025 and 2024~~Dividend.

	Nine Months Ended September 30,
	2025			2024
Dividend yield		—	%		—	%
Expected volatility		65.16	%		51.6	%
Risk-free interest rate		4.39	%		4.26	%
Expected life		5.46 years			5.0 years

On March 18, 2026, after giving effect to the 2026 Stock Dividend the Company granted 271,600 options (the “Fairbairn NQOs”) to Emily Fairbairn in recognition of her taking on the role of lead independent director under the Corvex Inc. 2026 Equity Incentive Plan (the “2026 Incentive Plan”). The exercise price per share of the Fairbairn NQOs shall be the closing price of the Common Stock on the grant date, which was $11.11, and such option shall vest and become exercisable in three equal annual installments, subject to approval of the 2026 Incentive Plan.

~~Dividend Rate—~~The ~~expected~~Company ~~dividend~~measures the fair value of the awards ~~rate~~on ~~was~~the ~~assumed~~date toof begrant. ~~zero,~~Stock-based ascompensation expense is recognized on a straight-line basis over the ~~Company~~requisite ~~had~~service period beginning on the grant date. Stock-based compensation for the Fairbairn NQOs shall not ~~previously~~be ~~paid~~recognized ~~dividends~~until onthe ~~common~~date ~~stock~~of ~~and~~grant, ~~has~~at nowhich ~~current~~point, ~~plans~~expense will tobe dorecognized soon a straight-line basis over the requisite service period.

16Stock option activity for the three months ended March 31, 2026 was as follows (in thousands, except share, per share, and remaining life data):

Movano Inc.

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Life	Intrinsic Value
Outstanding at December 31, 2025		2,602,081		$	6.07	7.6 years	$	18,504
Granted		6,750,119		$	4.47
Exercised		(427,244	)	$	0.92
Cancelled		(92,131	)	$	145.54
Outstanding at March 31, 2026		8,832,825		$	3.64	9.7 years	$	57,745

Exercisable as of March 31, 2026		258,672		$	0.33	6.2 years	$	2,548

Vested and expected to vest as of March 31, 2026		8,832,825		$	3.64	9.7 years	$	57,745

~~Notes~~The toweighted-average ~~Condensed~~grant ~~Consolidated~~date ~~Financial~~fair ~~Statements~~value of options granted during the three months ended March 31, 2026 and 2025, was $8.94 and $23.52, respectively. During the three months ended March 31, 2025 no options were exercised. The fair value of the 4,680 and 2,623 options that vested during the three months ended March 31, 2026 and 2025 was approximately $132 thousand and $415 thousand, respectively.

~~For the three and nine months ended September 30, 2025 and 2024~~F-28

~~(Unaudited)~~Stock options were granted under the 2024 Equity Incentive Plan during the three months ended March 31, 2026. There were no stock options granted under the 2019 Incentive Plan and 2021 Inducement Plan for the three months ended March 31, 2026. The Company estimated the fair value of stock options using the Black-Scholes option pricing model. The fair value of the stock options granted during the three months ended March 31, 2026 and 2025 was estimated using the following weighted average assumptions:

	Three Months Ended March 31,
	2026			2025

Dividend yield		—%			—%
Expected volatility		75.00	%		65.16	%
Risk-free interest rate		3.93% - 4.06	%		4.39	%
Expected life		5.63 - 7.00 years			5.46 years

Dividend Rate—The expected dividend rate was assumed to be zero, as the Company had not previously paid dividends on its Common Stock and has no current plans to do so.

Expected Volatility—The expected volatility was derived from the historical stock volatilities of several public companies within the Company’s industry that the Company considers to be comparable to the business over a period equivalent to the expected term of the stock option grants.

Risk-Free Interest Rate—The risk-free interest rate is based on the interest yield in effect at the date of grant for zero coupon U. S. Treasury notes with maturities approximately equal to the option’s expected term.

Expected Term—The expected term represents the period that the Company’s stock options are expected to be outstanding. The expected term of option grants that are considered to be “plain vanilla” are determined using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For other option grants not considered to be “plain vanilla,” the Company determined the expected term to be the contractual life of the options.

Forfeiture Rate—The Company recognizes forfeitures when they occur.

The Company has recorded stock-based compensation expense for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2025~~2026 and ~~2024~~2025 related to the issuance of stock option awards to employees and ~~nonemployees~~non employees in the condensed consolidated statement of operations and comprehensive loss as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three months ended March 31,
	2025		2024		2025		2024
	2026		2025
Cost of revenue	$	493	$	31	$	5	$	38
Research and development		25		144		191		966
Technology and infrastructure		229		95
Sales, general and administrative		64		387		446		1,691
Sales and marketing		82		44
	$	93	$	534	$	642	$	2,695
General and administrative		514		159
	$	918	$	299

As of ~~September 30~~March 31, ~~2025~~2026, unamortized compensation expense related to unvested stock options was approximately $077.5 million, which is expected to be recognized over a weighted average period of 13.1 95 years.

F-29

Restricted Stock Units

~~During~~On ~~the~~January ~~nine~~2, ~~months~~2026, ~~ended~~after ~~September 30,~~giving effect to the ~~2025,~~2026 Stock Dividend the Company granted ~~120~~72,~~548~~619 RSUs to Employees (“Employee RSUs”) ~~in lieu of salary~~ for the period from ~~May~~ January 1, ~~2025~~ 2026, to March ~~September 30~~31, ~~2025~~2026, which vest over that period based upon continued service. The Company also granted 3040,~~300~~871 RSUs to Directors (“Director RSUs”) ~~in lieu of quarterly cash compensation~~ for the period from ~~October~~ January 1, ~~2024~~2026, to ~~September~~ June 30, ~~2025~~2026, which vest immediately on the grant date. The terms of the awards provided that they would be converted into shares on the earlier of (a) the date of a change of control, (b) promptly following the date of grantee’s separation of service, and (c) December 31, 2026. Of the 113,490 RSUs, 102,047 were vested following the closing of the Merger and the remaining 11,443 unvested RSUs were forfeited. Total share-based compensation cost as of the grant date of the Employee RSUs and the Director RSUs was $407 thousand and $264 thousand, respectively.

~~The~~On ~~awards~~March ~~are~~18, to2026, beafter ~~converted~~giving ~~into~~effect ~~shares~~to onthe 2026 Stock Dividend the ~~earlier~~Company ofgranted ~~(a)~~J. Cogan, CFO 50,246 RSUs under the ~~date~~Movano of2019 aIncentive ~~Change~~Plan (the “Cogan RSUs”) of ~~Control~~which 27,160 ~~(b)~~RSUs ~~promptly~~vest ~~following~~in full upon the ~~date~~earlier of ~~grantee’s~~(1) ~~separation~~June ~~of service~~30, 2026 and (c2) termination without Cause, and the remaining 23,086 vest in six monthly installments beginning on July 31, 2026 and ending on December 31, ~~2025~~2026. Total share-based compensation expense as of the grant date of the Cogan RSUs was $558 thousand.

~~The~~On ~~Company~~March ~~measures~~18, ~~the~~2026, ~~fair~~Corvex ~~value~~OpCo ofgranted ~~Employee~~2,744,776 RSUs ~~and~~to ~~Director~~the ~~RSUs~~Co-Founders onof Corvex OpCo (the ~~grant~~“Founder ~~date~~RSUs”), ofwhich vest and become settled in equal quarterly installments over a four-year period following the ~~award.~~closing ~~For~~of the ~~Employee~~Merger ~~RSUs~~(March 19, ~~stock-based~~2026), ~~compensation~~subject ~~expense~~to isacceleration. ~~recognized~~Further, onin aaccordance ~~straight-line~~with their ~~basis~~terms ~~over~~and as a result of the ~~requisite~~Merger, ~~service~~the ~~period~~RSUs were increased by the 2.2255 ~~For~~exchange ~~Director~~ratio ~~RSUs~~resulting in 6,108,470 ~~stock~~Founder RSUs. The Founder RSUs were not adjusted for the 2026 Stock Dividend. Total share-based compensation ~~expense~~cost isas ~~recognized~~of ~~immediately~~the grant date of the Founder RSUs was $65.4 million.

~~The~~If ~~following~~the ~~table~~Company ~~summarizes~~consummates a change in control transaction where the ~~activity~~enterprise ~~related~~value of the Company is $500 million or greater, after giving effect to the 2.2255 exchange ratio, all 6,108,470 of Founder RSUs shall accelerate and become fully vested as of immediately prior to the ~~Company~~closing of such transaction, subject to the holder’s ~~restricted~~Continuous ~~stock~~Service ~~units~~through ~~(“RSUs”):~~such date.

	Number of RSUs		Weighted Average Grant Date Fair Value
Balance, March 31, 2025		—		—
Granted		61,594	$	8.60
Vested		61,594	$	8.60
Vested and converted to shares		—		—
Forfeited or cancelled		—		—
Balance, June 30, 2025		61,594	$	8.60
Granted		89,254	$	6.70
Vested		89,254	$	6.70
Vested and converted to shares		—		—
Forfeited or cancelled		—		—
Balance, September 30, 2025		150,848	$	7.48

On March 18, 2026, after giving effect to the 2026 Stock Dividend, the Company granted 135,800 restricted stock units (the “Fairbairn RSUs”) to Emily Fairbairn in recognition of her taking on the role of lead independent director under the Corvex Inc. 2026 Equity Incentive Plan (the “2026 Incentive Plan”). The Fairbairn RSUs shall be granted on the date of approval of the 2026 Incentive Plan and shall vest and settle in three equal annual installments on the anniversary of the grant date.

17The Company measures the fair value of RSUs on the date of grant. For the Employee RSUs, Founder RSUs and Cogan RSUs stock-based compensation expense is recognized on a straight-line basis over the requisite service period. For Director RSUs stock-based compensation expense is recognized immediately. Stock-based compensation for the Fairbairn RSUs shall not be recognized until the date of grant, at which point, expense will be recognized on a straight-line basis over the requisite service period.

~~Movano~~The ~~Inc.~~following table summarizes the activity related to the Company’s RSUs:

Notes to Condensed Consolidated Financial Statements

	Number of RSUs			Weighted Average Grant Date Fair Value
Balance, December 31, 2025		-		$	-
Granted		6,272,206		$	10.71
Vested		102,047		$	6.47
Vested and converted to shares		(25,749	)		6.47
Forfeited or cancelled		(11,443	)		6.47
Balance, March 31, 2026		6,235,014		$	10.66

~~For the three and nine months ended September~~ F-30~~, 2025 and 2024~~

The Company has recorded stock-based compensation expense for the three months ended March 31, 2026 and 2025 related to the issuance of RSUs to employees and non-employees in the condensed consolidated statement of operations and comprehensive loss as follows (~~Unaudited~~in thousands):

The Company has recorded stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024 related to the issuance of RSUs to employees and nonemployees in the condensed consolidated statement of operations and comprehensive loss as follows (in thousands):

	Three months ended March 31,
	2026		2025
Cost of revenue	$	–	$	–
Technology and infrastructure		172		–
Sales and marketing		27		–
General and administrative		1,061		–
	$	1,260	$	–

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of revenue	$	—	$	—	$	—	$	—
Research and development		322		—		537		—
Sales, general and administrative		276		—		591		—
	$	598	$	—	$	1,128	$	—

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Note 11 – Commitments and Contingencies

Operating and Finance Leases

As of ~~September 30~~March 31, ~~2025~~2026, the Company has operating lease agreements for the ~~corporate~~office ~~headquarters~~premises, ~~and~~ laboratory space, and two data center co-locations and one finance lease agreement for the equipment used in its AI cloud computing business.

The balances of the operating and finance lease related accounts as of ~~September 30~~March 31, ~~2025~~2026 and December 31, ~~2024~~2025 are as follows (in thousands):

	September 30,		December 31,
Operating and Finance leases	March 31, 2026		December 31, 2025
Operating and Finance leases	2025		2024
Operating lease right-of-use assets	$	3,792	$	415
Right-of-use assets	$	463	$	600
Operating lease liabilities, current		1,893		253
Operating lease liabilities - Short-term	$	228	$	169
Operating lease liabilities, non-current		2,090		267
Operating lease liabilities - Long-term	$	329	$	502
Finance lease liabilities, current		3,856		18
Finance lease liabilities - Short-term	$	19	$	17
Finance lease liabilities, non-current		6,559		–
Finance lease liabilities - Long-term	$	3	$	18

The ~~short-term~~components of lease ~~liabilities~~expense and ~~the long-term~~supplemental ~~lease~~cash ~~liabilities~~flow ~~are~~information ~~included~~as inof ~~other~~and ~~current~~for ~~liabilities~~the ~~and~~three ~~other~~months ~~noncurrent~~ended ~~liabilities,~~March ~~respectively~~31, on2026 ~~the~~and ~~Company’s~~2025 ~~condensed consolidated~~are ~~balance~~as ~~sheets.~~follows (in thousands):

The components of lease expense and supplemental cash flow information as of and for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands):

	Three Months Ended March 31,
	2026		2025
Lease Cost:
Operating lease cost	$	175	$	56
Finance lease cost:
Amortization of lease assets		118		–
Interest on lease liabilities		139		–
Total finance lease cost		257		–
Variable lease cost		21		–
Total lease cost	$	453	$	56

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Lease Cost:
Operating lease cost	$	55		$	57		$	171		$	182
Other Information:
Cash paid for amounts included in the measurement of lease liabilities for the year ended	$	72		$	68		$	240		$	195
Weighted average remaining lease term - operating leases (in years)		2.3			3.3			2.3			3.3
Average discount rate - operating leases		10.00	%		10.00	%		10.00	%		10.00	%
Weighted average remaining lease term - financing leases (in years)		1.2			2.2			1.2			2.2
Average discount rate - financing leases		15.08	%		15.08	%		15.08	%		15.08	%

F-31

18Amortization expense related to the leases above, was $127 thousand and $4 thousand for the three months ended March 31, 2026 and 2025.

~~Movano~~Total ~~Inc~~operating cash flows from operating leases included in the measurement of leases liabilities for the three months ended March 31, 2026 and 2025 was $1.6 million and $87 thousand, respectively.

~~Notes~~Information relating to ~~Condensed~~the ~~Consolidated~~lease ~~Financial~~term ~~Statements~~and discount rates for the years ended March 31, 2026 and 2025 were as follows:

For the three and nine months ended September 30, 2025 and 2024

	Three Months Ended March 31,
	2026			2025
Weighted-average remaining lease terms (in years)
Finance leases		2.58			1.80
Operating leases		2.06			2.75
Weighted-average discount rate
Finance leases		5.6	%		15.1	%
Operating leases		5.9	%		10.0	%

Future minimum lease payments for the operating and finance leases as of March 31, 2026 are as follows (~~Unaudited~~in thousands):

Future minimum lease payments for the operating and finance leases are as follows as of September 30, 2025 (in thousands):

	Finance Leases			Operating Leases
Remainder of 2026	$	3,238		$	1,551
2027		4,317			1,840
2028		3,597			829
Total undiscounted lease payments		11,152			4,220
Less: Present value discount		(737	)		(237	)
Lease liability	$	10,415		$	3,983

2025 remaining	$	71
2026		290
2027		280
Total lease payments		641
Less: Interest		(62	)
Total lease liabilities	$	579

Litigation

From time to time, the Company may become involved in various litigation and administrative proceedings relating to claims arising from its operations in the normal course of business. Management is not currently aware of any matters that may have a material adverse impact on the Company’s business, financial position, results of operations or cash flows.

Indemnification

The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future but have not yet been made. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.

No amounts associated with such indemnifications have been recorded as of ~~September 30~~March 31, ~~2025~~2026.

~~Non~~F-~~cancelable Obligations~~ 32

One of the Company’s contract manufacturers purchased raw materials for the benefit of the Company of $0.3 million at September 30, 2025 for which title to such materials had not transferred to the Company. The Company did not have any other non-cancelable contractual commitments as of September 30, 2025.

Royalty Commitments

The Company is required to make certain usage-based royalty payments to a vendor. The royalty amount is calculated based on the number of ~~Evie~~Wellness Rings shipped, as adjusted for returns and refunds to customers, and the number of specified algorithms developed by the vendor that are included on the ~~Evie~~Wellness Rings. The maximum amount of the royalty commitment is approximately $6.1 million, and the amount of the research and development expenses paid to the vendor will reduce the total royalty commitment amount. Through ~~September 30~~March 31, ~~2025~~2026, the Company has paid research and development expenses of approximately $~~0.9 million~~899 thousand to the vendor. The amount of the royalty calculation for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2025~~2026 and ~~2024~~ 2025 was ~~not significant~~immaterial.

19NOTE 14 - NET LOSS PER SHARE

~~Movano~~The ~~Inc.~~following table provides the computation of the basic and diluted net loss per share during the three months ended March 31, 2026 and 2025 (in thousands, except share and per share data):

Notes to Condensed Consolidated Financial Statements

	Three Months Ended March 31,
	2026			2025
Numerator:
Net loss	$	(5,005	)	$	(5,178	)
Denominator:
Weighted average shares used in computing net loss per share, basic and diluted		1,628,515			967,331

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

~~For~~The potential shares of Common Stock that were excluded from the ~~three~~computation of ~~and~~diluted ~~nine~~net loss per share for the three months ended ~~September 30~~March 31, ~~2025~~2026 and ~~2024~~2025 because including them would have been antidilutive are as follows:

(Unaudited)

	Three Months Ended March 31,
	2026		2025
Shares subject to conversion of Series A preferred stock		764,432		-
Shares subject to conversion of Series C preferred stock		23,551,502		-
Shares subject to conversion of Series D preferred stock		30,227,050		-
Shares subject to settlement of restricted stock units		6,158,716		-
Shares subject to options to purchase common stock		8,832,825		105,068
Shares subject to warrants to purchase common stock		438,547		455,533
Total		69,973,072		560,601

~~Note 12~~NOTE –15 ~~NET~~- ~~LOSS~~SUBSEQUENT ~~PER SHARE~~EVENTS

~~The~~Management ~~following~~of ~~table~~the ~~provides~~Company ~~the~~evaluated ~~computation~~events ofthat have occurred after the ~~basic~~balance ~~and~~sheet ~~diluted~~dates ~~net~~through ~~loss~~the ~~per~~date ~~share~~these ~~during~~condensed ~~the~~consolidated ~~three~~financial ~~and~~statements ~~nine~~were ~~months~~issued. ~~ended~~The ~~September 30~~Company noted no subsequent events that would materially impact the condensed consolidated financial statements, ~~2025~~other ~~and~~than ~~2024~~those (already disclosed in ~~thousands,~~the ~~except~~footnotes ~~share~~to ~~and~~the ~~per~~Company’s ~~share~~unaudited ~~data):~~consolidated financial statements as of March 31, 2026.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Numerator:
Net loss	$	(4,029	)	$	(7,201	)	$	(12,432	)	$	(19,111	)
Denominator:
Weighted average shares used in computing net loss per share, basic and diluted		851,090			681,634			781,461			573,300
Net loss per share, basic and diluted	$	(4.73	)	$	(10.56	)	$	(15.91	)	$	(33.34	)

F-33

The potential shares of common stock that were excluded from the computation of diluted net loss per share for the nine months ended September 30, 2025 and 2024 because including them would have been antidilutive are as follows:

	Nine Months Ended September 30,
	2025		2024
Shares subject to options to purchase common stock		69,741		75,511
Shares subject to restricted stock units		150,848		—
Shares subject to warrants to purchase common stock		329,322		335,523
Total		549,911		411,034

Note 13 – Subsequent Events

Management of the Company evaluated events that have occurred after the balance sheet dates through the date these condensed consolidated financial statements were issued.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited)

Merger Agreement

On November 6, 2025, the Company entered into the Merger Agreement, by and among the Company, Merger Sub and Corvex, 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.

Under the Exchange Ratio formula in the Merger Agreement, based upon a valuation for Corvex of $250.0 million, and a valuation for the Company of $10.0 million, upon the closing of the Merger (the “Closing”), on a pro forma basis and prior to taking into account (1) shares issuable by the Company pursuant to the Series A Subscription Agreement and the ChEF Purchase Agreement and (2) shares issuable by Corvex in connection with the Corvex Concurrent Financing, based upon the number of shares of Company common Stock expected to be issued in the Merger, pre-Merger Corvex stockholders would own approximately 96.2% of the combined company and pre-Merger Company stockholders would own approximately 3.8% of the combined company, in each case, on a fully-diluted basis (excluding out-of-the money options and warrants). Under the Exchange Ratio formula in the Merger Agreement, the relative ownership of the combined company by pre-Merger Corvex stockholders and pre-Merger Company stockholders will be adjusted to take into account funds raised in the Series A Purchase Agreement, the ChEF Purchase Agreement and the Corvex Concurrent Financing (based on a $6.25 post-Closing per share value). In addition, the Merger Agreement includes an earnout provision under which Corvex’s current stockholders and option holders would receive additional shares upon (1) the Company’s volume weighted average share price exceeding $15.00 per share for 20 of any 30 consecutive trading days on or before the fifth anniversary of the Closing and (2) the Company’s volume weighted average share price exceeding $25.00 per share for 20 of any 30 consecutive trading days on or before the seventh anniversary of the Closing. On a pro forma basis assuming all such shares are issued and prior to taking into account shares issuable pursuant to the Series A Purchase Agreement, the ChEF Purchase Agreement and the Corvex Concurrent Financing, pre-Merger Corvex stockholders would own approximately 96.9% of the combined company and pre-Merger Company stockholders would own approximately 3.1% of the combined company, in each case, on a fully-diluted basis (excluding out-of-the money options and warrants). In addition, pursuant to the Merger Agreement, the relative ownership of the combined company by pre-Merger Corvex stockholders and pre-Merger Company stockholders is subject to adjustment in the event that the Company’s liabilities at Closing exceed $5.0 million or its expenditures through Closing exceed an agreed-upon budget.

Pursuant to the Merger Agreement, prior to Closing, the Company is permitted to market for sale its current operating assets and to the extent it is able to sell such assets and realize net proceeds after paying the balance due under the Loan Agreement (as defined below), and satisfying certain other reserve requirements, Movano is permitted to distribute such net proceeds to pre-merger Movano stockholders at Closing.

Series A Stock Financing

On November 6, 2025, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware establishing a class of Company preferred stock to be designated as Series A Preferred Stock, par value $0.0001 per share (the “Series A Stock”). On November 6, 2025, the Company entered into a Preferred Stock Subscription Agreement (the “Series A Subscription Agreement”), with the investors party thereto (the “Series A Purchasers”), pursuant to which, the Company sold 3,000 shares of Series A Stock to the Series A Purchasers for a purchase price per share equal to $1,000 and an aggregate purchase price of $3,000,000.

The Series A Stock will automatically convert into shares of Company common stock upon the Closing, unless earlier converted or redeemed in accordance with the terms of the Certificate of Designations. The number of shares of Company common stock to which a holder of Series A Stock shall be entitled to receive upon conversion shall be equal to the Stated Value (as defined in the Certificate of Designations) of the Series A Stock being converted plus accrued and unpaid dividends divided by $5.50 (with any fractional shares being rounded up to the nearest whole share). The terms of the Series A Stock include a beneficial ownership limitation pursuant to which the Company is not permitted to effect any conversion of Series A Stock held by a holder to the extent that after giving effect to such issuance the holder and its affiliates would beneficially own in excess of 19.99% of the outstanding shares of common stock, unless stockholder approval has been obtained prior thereto as required under the rules and regulations of Nasdaq.

Movano Inc.

Notes to Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited)

ChEF Equity Facility

On November 6, 2025, the Company entered into a ChEF purchase agreement (the “ChEF Purchase Agreement”) and CHEF registration rights agreement (the “ChEF Registration Rights Agreement”), each with Chardan Capital Markets LLC (“Chardan”) related to a “ChEF,” Chardan’s committed equity facility.

Pursuant to the ChEF Purchase Agreement, the Company has the right from time to time to sell to Chardan up to the lesser of (i) $1,000,000,000 in aggregate gross purchase price of newly issued shares of Company common stock, and (ii) the Exchange Cap (as defined below), subject to certain conditions and limitations set forth in the ChEF Purchase Agreement. The Company is under no obligation to sell any securities to Chardan under the ChEF Purchase Agreement. Sales of Company common stock to Chardan under the ChEF Purchase Agreement, and the timing of any sales, will be determined by the Company from time to time, subject to prior written consent by Corvex prior to the Closing. Under the applicable rules and regulations of Nasdaq, in no event may the Company issue to Chardan under the ChEF Purchase Agreement more than 19.99% of the shares of the Company common stock outstanding immediately prior to the execution of the ChEF Purchase Agreement (the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Company common stock pursuant to the ChEF Purchase Agreement in excess of the Exchange Cap in accordance with the applicable rules and regulations of Nasdaq or such approval is not required in accordance with the applicable rules and regulations of Nasdaq or otherwise because the average price of all applicable sales of Company common stock to Chardan pursuant to the ChEF Purchase Agreement equals or exceeds $5.30 per share, which represents the “Nasdaq Minimum Price” as of the date of the execution of the ChEF Purchase Agreement.

Amendments to Bridge Loan (Related Party)

On November 3, 2025, the Company entered into an amendment (the “First Amendment”) to the Bridge Loan (See Note 5). The First Amendment provided for an extension of the maturity date of the Bridge Loan to November 5, 2025.

On November 6, 2025, the Company entered into a second amendment to the Bridge Loan (the “Second Amendment”). The Second Amendment provides for an extension of the maturity date of the Bridge Loan to March 31, 2026 in exchange for the Company’s agreeing that upon any sale or other disposition of all or substantially all the Company’s assets prior to closing of the Merger, it will be obligated to repay the $1.5 million principal of the Bridge Loan, plus any other outstanding obligations plus a $3.0 million repayment premium. The Second Amendment further provides that if the outstanding obligations under the Bridge Loan are not satisfied prior to Closing, the Company’s intellectual property and other assets associated with its business prior to Closing will be transferred to the Lender in full satisfaction of such obligations. As a result, the remaining unamortized original issue discount will be amortized using the effective interest method over the amended term ending March 31, 2026. The effective interest rate as of the modification date was approximately 111.64%. No additional proceeds were received in connection with either amendment.

Cancellation of RSUs and Grant of Options

On October 1, 2025, the Company granted 51,258 RSUs to employees in lieu of salary for the period from October 1, 2025, to December 31, 2025. The Company also granted 10,549 RSUs to Directors in lieu of cash compensation for the period from October 1, 2025, to December 31, 2025. The awards were to be converted into shares on the earlier of (a) the date of a Change of Control, (b) promptly following the date of grantee’s separation of service, and (c) December 31, 2025. See Note 10 for a description of RSUs granted to Company employees and directors during previous periods in lieu of cash compensation.

On November 5, 2025, the Company cancelled all 171,806 RSUs previously granted to employees and all 40,849 RSUs previously granted to directors, in each case in lieu of cash compensation, and, as replacement therefor, issued 238,992 Nonqualified Stock Options (“NSOs”) to employees and 61,250 NSOs to directors which vest immediately on the grant date. The Company also granted an additional 80,000 NSOs to employees and 61,000 NSOs to directors, which vest immediately on the grant date. The grants covered a total of 441,242 shares of common stock, at an exercise price of $1.25 per share. The replacement awards increased the fair value of the awards held by the employees and directors by $0.4 million, which will be recognized as additional compensation expense in fiscal year 2025. Total share-based compensation cost as of the issuance date of the NSOs was $1.9 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy”, “future”, “likely” or other comparable terms and references to future periods. All statements other than statements of historical facts included in this Form 10-Q regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expectations for revenues, cash flows and financial performance, the anticipated results of our development efforts, product features and the timing for receipt of required regulatory approvals and product launches.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

●

our limited operating history and our ability to achieve profitability;

● ~~the~~our ~~ability~~need offor ~~our~~and ~~common~~ability ~~stock~~ to ~~meet~~obtain ~~the~~additional ~~minimum~~capital ~~requirements~~in ~~for continued listing on~~ the ~~Nasdaq Capital Market~~future;

● our ~~ability~~expectations toregarding ~~continue~~the asadoption ~~a going concern~~ and ~~our~~development ~~need~~of ~~for~~artificial ~~and~~intelligence ~~ability to obtain additional capital in the future~~(“AI”);

● our ~~ability~~plans to ~~consummate~~expand ~~the~~our ~~Merger~~current offerings, customer base, data center capacity, sales infrastructure, or market;

● ~~the~~headcount ~~impact~~and offacilities ~~the~~expansion ~~entry~~plans ~~into of the Merger Agreement on our business~~ and ~~operations~~expectations;

●

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 Company’s ability to remain listed on Nasdaq following the Closing (as defined herein);

●

the effect of the Merger on our business relationships, operating results and business generally;

●

expectations regarding the strategies, prospects, plans, expectations and objectives of management of the Company for future operations of the Company;

●

our ability to attract and retain the Company’s officers, directors and key employees and other highly qualified personnel;

●

our ability to demonstrate the feasibility of and develop products and their underlying technologies;

●

the impact of competitive or alternative products, technologies and pricing;

●

our ability to attract and retain highly qualified personnel;

●

our dependence on consultants to assist in the development of our technologies;

●

our ability to manage the growth of our Company and to realize the benefits from any acquisitions or strategic alliances we may enter in the future;

23● the impact of macroeconomic and geopolitical conditions;

● the impact of macroeconomic and geopolitical conditions including increases in prices caused by rising inflation;

● our dependence on the successful commercialization of the Evie Ring;

●

our dependence on third parties to design, manufacture, market and distribute our products;

●

the adequacy of protections afforded to us by the patents that we own and the success we may have in, and the cost to us of, maintaining, enforcing and defending those patents;

●

our ability to obtain, expand and maintain patent protection in the future, and to protect our non-patented intellectual property;

●

the impact of any claims of intellectual property infringement, trade secret misappropriation, product liability, product recalls or other claims;

● our ~~need~~ability to ~~secure~~stay ~~required~~in ~~FCC,~~compliance ~~FDA~~with laws and ~~other~~regulations ~~regulatory~~that ~~approvals~~currently ~~from~~apply ~~governmental~~or ~~authorities~~may inbecome ~~the~~applicable ~~United~~to ~~States~~our business;

● the impact of healthcare regulations and reform measures;

●

the accuracy of our estimates of market size for our products;

●

our ability to implement and maintain effective control over financial reporting and disclosure controls and procedures; and

●

our success at managing the risks involved in the foregoing items.

The risks included above are not exhaustive. Other important risks and uncertainties are described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (the “~~2024~~2025 Form 10-K”). Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

243

CORVEX MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those described in or implied by these forward-looking statements as a result of various factors, including those discussed under “Forward-Looking Statements” and “Risk Factors” in this Quarterly Report on Form 10-Q.

Overview

On March 19, 2026, Corvex, Inc. (formerly known as Movano Inc.) (the “Company”), ~~dba~~acquired ~~Movano~~Corvex ~~Health~~Legacy Holdings, Inc. (formerly known as Corvex, Inc.) (“Corvex OpCo”), in accordance with the terms of the Amended and Restated Agreement and Plan of Merger, dated March 19, 2026 (the “Merger Agreement”), by and among the Company, Thor Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), isand ~~developing~~Corvex aOpCo. ~~platform~~Pursuant to ~~deliver~~the ~~purpose-driven~~Merger ~~healthcare~~Agreement, ~~solutions~~Merger toSub ~~bring~~merged ~~medical-grade~~with and into Corvex OpCo, ~~high-quality~~with ~~data~~Corvex toOpCo surviving as a wholly owned subsidiary of the ~~forefront~~Company (the “Merger”). The Merger Agreement amended and restated the prior merger agreement entered into on November 6, 2025. Concurrent with the Merger, the Company changed its name to Corvex, Inc., effective March 23, 2026. As a result of this transaction, Corvex OpCo became a wholly owned subsidiary of the Company. This transaction represents a significant change in ~~consumer~~the ~~health~~Company’s ~~devices~~business and strategy.

Unless otherwise indicated, the discussion below reflects the Company’s historical financial condition and results of operations prior to the merger, which primarily relate to its legacy healthcare business. These historical results do not include the financial position or operating results of Corvex OpCo, which represents the Company’s AI cloud computing business. Accordingly, period-to-period comparisons may not be indicative of future results.

Following the merger, the Company operates through two business divisions:

●

AI Platform and services – Focused on GPU-accelerated infrastructure for artificial intelligence workloads.

●

Connected devices and services – Focused on the development and commercialization of wearable health monitoring devices and related services.

Our AI cloud computing business is in its early stages of commercialization, and our activities during the current period have been primarily focused on developing infrastructure capacity, onboarding customers and expanding our service capabilities.

Recent Developments

On May 15, 2025, we reported that our 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, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Thor Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Corvex, Inc., a Delaware corporation (“Corvex”), 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 (the “Merger”), with Corvex continuing as a wholly-owned subsidiary of the Company 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 our stockholders at a special meeting to be scheduled in due course.OpCo

InOn ~~connection~~March ~~with~~19, ~~entry~~2026, ~~into~~ the ~~Merger~~Company ~~Agreement~~acquired Corvex ~~and~~OpCo ~~as described below, (1) we raised $3.0 million~~ in ~~equity~~accordance ~~capital~~with ~~pursuant to~~ the ~~Series~~Merger ~~A Subscription~~ Agreement ~~(as defined below), and (2) we entered into a $1~~.~~0 billion Equity Facility (as defined below) with Chardan Capital Markets LLC.~~

~~Our~~Under ~~Products~~the terms the Merger Agreement, at the closing of the Merger (the “Closing”), the Company issued to the prior security holders of Corvex OpCo (i) 240.562 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), which such shares of Series B Preferred Stock, on an as-converted basis, represented no more than 19.9% of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) immediately prior to the Closing, (ii) 23,551.5195 shares of Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) and (iii) 30,227.0524 shares of Series D Non-Voting Convertible Preferred Stock. par value $0.0001 per share (the “Series D Preferred Stock”).

Our initial commercial product is the Evie Ring, a wearable designed specifically for women that was launched in November 2023. We 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.4

~~The~~Each ~~Evie~~share ~~Ring~~of ~~combines~~Series ~~health~~B ~~and~~Preferred ~~wellness~~Stock ~~metrics~~was automatically toconverted ~~give~~into a1,000 ~~full~~shares ~~picture~~ of ~~one’s~~Common ~~health,~~Stock ~~which~~on ~~include~~March ~~resting heart rate~~31, ~~heart rate variability (“HRV”)~~2026, ~~blood~~which ~~oxygen saturation~~is ~~(“SpO2”),~~one ~~respiration~~day ~~rate,~~following ~~skin~~the ~~temperature~~March ~~variability~~30, ~~period~~2026 ~~and~~record ~~ovulation~~date ~~tracking,~~of ~~menstrual~~the ~~symptom~~stock ~~tracking~~dividend, ~~activity~~equal ~~profile,~~to ~~including~~0.358 ~~steps,~~shares ~~active~~of ~~minutes~~Common ~~and~~Stock ~~calories~~for ~~burned,~~each ~~sleep~~share ~~stages~~outstanding ~~and~~to ~~duration,~~holders ~~and~~of ~~mood~~the ~~tracking.~~Company’s ~~The~~Common ~~device provides~~Stock ~~women~~and ~~with~~Series ~~continuous~~A Preferred ~~health~~Stock ~~data~~pursuant ~~distilled down~~ to ~~simple,~~the ~~yet~~Merger ~~meaningful~~Agreement, ~~insights~~which towas ~~help~~ultimately ~~them~~distributed ~~make~~on ~~manageable~~April ~~lifestyle~~6, ~~changes and~~2026 ~~take a more proactive approach that could mitigate~~ (the ~~risks~~“Stock ~~of chronic disease~~Dividend”).

~~Separately,~~Subject into ~~November~~and ~~2024,~~contingent weupon ~~received~~the ~~FDA~~affirmative ~~510(k)~~vote ~~clearance~~of ~~for~~a ~~the~~majority ~~pulse~~of ~~oximetry~~the ~~feature~~shares inof ~~our~~common ~~EvieMED~~stock ~~Ring,~~present ~~making~~or itrepresented aand ~~medical~~entitled ~~device. The clearance enables us~~ to ~~pursue~~vote ~~health solutions~~at ~~needed~~a ~~for~~meeting ~~applications~~of ~~such~~stockholders asof ~~clinical~~Company ~~trials~~to approve, ~~post-clinical trial management, and remote patient spot check monitoring~~ for ~~both~~ ~~healthcare~~purposes ~~providers and payors. We believe EvieMED is one~~ of the ~~first~~Nasdaq ~~patient~~Listing ~~wearables~~Rules, ~~with FDA clearance on~~ the ~~entire~~issuance ~~system, both~~of ~~hardware~~shares ~~and~~of ~~software,~~Common ~~differing~~Stock ~~from~~to ~~our~~the ~~competition~~former ~~which~~equity ~~sometimes~~holders ~~gets~~of ~~FDA~~Corvex ~~clearance on an individual algorithm under “Software~~OpCo asupon aconversion, ~~Medical~~(1) ~~Device”~~each ~~guidance.~~share ~~The FDA clearance~~ of ~~these~~Series ~~metrics,~~C ~~including~~Preferred ~~pulse~~Stock ~~rate and SpO2,~~ will beautomatically ~~sold~~convert ~~via~~into ~~prescription under the brand name EvieMED~~1,000 ~~and~~shares ~~will~~of ~~help~~Common toStock ~~ensure~~And ~~clinical-level~~(2) ~~confidence in EvieMED’s monitoring capabilities and make the~~each ~~device~~share ~~attractive~~of toSeries ~~clinicians~~D ~~and~~Preferred toStock ~~facilities~~will ~~engaged~~be inconvertible ~~clinical~~into ~~trials~~1,000 ~~for~~shares ~~at-home~~of ~~and/or~~Common ~~long-term patient monitoring~~Stock. ~~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.~~

InThese ~~addition~~transactions towere ~~the~~undertaken ~~Evie~~to ~~Ring and EvieMED Ring,~~support ~~we are developing~~ the ~~smallest~~Company’s ~~ever~~strategic ~~patented~~repositioning and ~~proprietary~~expected ~~System-on-a-Chip~~growth (“SoC”) designed specifically for blood pressure or continuous glucose monitoring (“CGM”) systems. We 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~~its ~~monitoring.~~AI Wecloud ~~are~~computing currently conducting clinical trials with the SoC and developing algorithms that, if successful, will enable us to develop wearables that can monitor glucose non-invasively and blood pressure without a cuffbusiness. Our 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, our technology could also enable the measurement and continuous monitoring of other health data.

25AI Cloud Computing Business

~~Financial~~Our ~~Operations~~engineering-led, ~~Overview~~AI computing platform specializes in GPU-accelerated infrastructure for AI workloads.

WeOur ~~are~~platform aallows ~~technology~~organizations ~~company~~to ~~that was formed in~~leverage ~~January~~the ~~2018.~~advantage Weof ~~have~~AI aby ~~limited~~providing ~~operating~~secure, ~~history~~scalable, and ~~have~~cost-efficient ~~generated~~computational ~~only limited revenue to-date~~resources. WeOur ~~have~~infrastructure ~~largely~~leverages ~~focused~~advanced ~~our efforts~~GPU-accelerated ~~and~~compute ~~resources~~clusters, ~~towards~~high-throughput ~~research~~storage systems and ~~development~~layered ~~activities~~architecture ~~relating~~ to ~~our~~provide ~~development~~enhanced ~~of the Evie Ring~~security, ~~EvieMED~~consistent ~~Ring~~performance and ~~the SoC, the~~efficiency ~~commercial~~at ~~launch of the Evie Ring and the FDA 510(k) clearance for the pulse oximeter feature of the EvieMED Ring~~scale. ~~To date, we have funded our operations primarily from the sale of our equity securities.~~

We ~~have~~provide ~~incurred~~a ~~net~~range ~~losses~~of ~~in each year since inception. Our losses were $12.4 million and $19.1 million for the nine months ended September 30~~capabilities, 2025 and 2024, respectively. Substantially all our net losses have resulted from costs incurred in connection with our research and development programs and from sales, general and administrative costs associated with our operations.including:

As● ofAI ~~September 30~~Factories and GPU Clusters. Our integrated computing and data-center platform is designed to deliver artificial intelligence workloads at scale by combining high-performance AI accelerators, ~~2025~~networking, wepower, ~~had~~cooling, $2and systems software to support reliable and cost-efficient production AI training and inference.~~0 million~~ Deployments may be delivered using managed Kubernetes or as bare metal, and operated on-premise or in ~~available cash~~multi-tenant or single-tenant configurations that are compliant with the Health Insurance Portability and ~~cash~~Accountability ~~equivalents~~Act of 1996 (“HIPAA”) and SOC 2 Type II (“SOC 2”).

~~Critical~~● ~~Accounting~~Confidential ~~Policies~~Computing. Confidential computing is designed to protect customers’ valuable intellectual property and ~~Estimates~~enhance compliance with data security mandates. Our patent-pending Corvex Secure Model Weights product enables AI model builders and security-conscious enterprises to safely deploy inference workloads on third-party GPU infrastructure without exposing their model weights via the integration of Trusted Execution Environments, post-quantum key exchange, and remote attestation.

~~The~~● ~~discussion~~Token ~~and~~Factory. ~~analysis~~Currently ofin ~~our~~development, ~~condensed~~Token ~~consolidated financial~~Factory ~~condition~~is ~~and~~expected ~~results~~to ofprovide ~~operations~~access ~~are~~to ~~based~~premium onopen-source ~~our~~AI ~~condensed~~models ~~consolidated~~through ~~financial~~simplified ~~statements,~~API ~~which~~integration weand ~~have~~a ~~prepared~~performance-optimized ~~in accordance~~inference ~~with~~engine ~~U.S.~~operating ~~GAAP.~~on ~~The~~automatically ~~preparation~~scaling ofinfrastructure. ~~these~~The ~~condensed~~platform ~~consolidated~~is ~~financial~~designed ~~statements requires us~~ to ~~make~~improve ~~estimates~~performance and ~~assumptions that~~reduce ~~affect~~per-token ~~the~~inference ~~reported~~costs ~~amounts~~relative ofto ~~assets~~certain ~~and~~alternatives ~~liabilities~~by ~~and~~leveraging ~~the~~a ~~disclosure~~proprietary ofinference ~~contingent~~engine ~~assets~~ and ~~liabilities~~custom atorchestration ~~the~~logic ~~date~~intended ofto ~~the condensed~~maximize ~~consolidated~~compute ~~financial~~resource ~~statements~~utilization aswhen ~~well~~serving asmultiple ~~the~~models ~~reported revenue and expenses during the reporting periods~~concurrently. ~~On an ongoing basis, we evaluate our estimates and judgments.~~ We ~~base~~intend ~~our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis~~ for ~~making~~Token ~~judgments~~Factory ~~about~~to ~~the~~achieve ~~carrying~~SOC ~~value~~2 ofType ~~assets~~II certification and ~~liabilities that~~to ~~are~~support ~~not~~HIPAA-compliant ~~readily apparent from other sources~~deployments. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

~~There have been no material changes in our critical accounting policies and estimates during the three and nine months ended September 30, 2025, as compared to those disclosed in the 2024 Form 10-K.~~5

~~Recently~~Key ~~Issued~~Factors ~~and~~Impacting ~~Adopted~~the ~~Accounting~~Comparability ~~Pronouncements~~of Results

AThe ~~description~~historical ~~of recently adopted and recently issued accounting pronouncements that may potentially impact our financial position and~~ results of operations isfor ~~disclosed~~the ~~in Note 2, Summary~~periods ofpresented ~~Significant~~may ~~Accounting~~not ~~Policies~~be comparable, ~~under~~either ~~Recently~~to ~~Adopted~~each ~~Accounting~~other ~~Pronouncements~~or ~~and Recently Issued Accounting Pronouncements,~~ to our ~~audited~~future ~~financial~~results ~~statements~~of ~~for the year ended December 31~~operations, ~~2024,~~for ~~and notes thereto, included in~~ the ~~Company’s~~reasons ~~Annual Report~~described ~~on Form 10-K.~~below:

~~See Note 2 to our condensed consolidated financial~~Acquisition ~~statements included in Part I, Item 1, “Notes to Condensed Consolidated Financial Statements,”~~ of ~~this~~Corvex ~~Quarterly Report on Form 10-Q for a description of recent accounting pronouncements that may potentially impact our financial position and results of operations.~~OpCo

26On March 19, 2026, the Company completed the Merger with Corvex OpCo. As a result of this transaction, Corvex OpCo became a wholly owned subsidiary of the Company, and the Company’s business shifted from its legacy healthcare operations to primarily focus on its AI cloud computing business.

The Company has been determined to be the accounting acquirer, and accordingly, the financial statements for periods prior to the Merger reflect only the historical results of the Company’s legacy healthcare business. The results of operations of Corvex OpCo have been included in the Company’s consolidated financial statements beginning on the acquisition date.

As a result, the results of operations for the three months ended March 31, 2026 include (i) the Company’s legacy healthcare operations for the full period and (ii) the results of Corvex OpCo for the period from March 19, 2026 through March 31, 2026. Accordingly, the results for the current period are not directly comparable to prior periods.

In addition, the Merger resulted in significant changes to the Company’s financial position, including the recognition of substantial goodwill and intangible assets, as well as increased depreciation and amortization expense associated with acquired assets. The Company also incurred transaction-related costs and integration-related expenses in connection with the Merger, which impacted operating results for the current period.

Following the Merger, the Company operates with a different business mix, cost structure, and capital requirements, reflecting the early-stage nature of the AI cloud computing business, including increased investment in infrastructure and personnel. As a result of these changes, period-to-period comparisons of the Company’s historical results may not be indicative of future performance.

Components of Results of Operations

Revenue

Revenue - AI Platform and services

The Company generates revenue through fixed-term contracts under which we reserve compute and storage capacity across our fleet of servers and provide related support services. Customers pay a fixed fee for the reserved capacity and contracted services over the contract term, regardless of utilization. Compute capacity is delivered across two infrastructure tiers: (1) high-performance GPU servers for intensive AI training and inference workloads, and (2) virtual machines provisioned on shared CPU servers for general-purpose compute, development, testing, and supporting AI workloads such as data preprocessing and orchestration. Customers may also contract for integrated storage capacity and platform services, including managed Kubernetes, confidential computing, and service packages. The Company’s primary performance obligation is to stand ready to provide access to specified compute capacity, enabling customers to submit and process workloads on GPU and CPU servers. Revenue is recognized on a straight-line basis over the stated customer contract term.

Revenue - Connected devices and services

Operating Expenses

Cost of Revenue - AI Platform and services

Cost of revenue primarily consists of direct costs in operating data centers, such as utilities including power, rent, labor costs and network access. The Company operates data centers and has co-location service agreements. These agreements generally commit the Company to pay monthly fees plus additional fees for bandwidth usage above the committed level.

Cost of revenue - Connected devices and services

Costs of revenue consists primarily of material costs, freight charges, purchasing and receiving costs, inspection costs, customer support, data hosting services and other costs, which are directly attributable to the production of the Company’s product. Write-down of inventory to lower of cost or net realizable value is also recorded in cost of revenue.

Depreciation and Amortization

Depreciation is related to our servers, network equipment, computing hardware and other long-term assets used to operate and support the Company’s cloud-based platform and internal operations. Amortization is related to our leases and amortization of acquired intangibles.

Technology and Infrastructure

Technology and infrastructure expense consists of costs associated with our infrastructure, such as personnel costs for employees associated with research and development of new and existing products and services or with maintaining our computing infrastructure, such as salaries and benefits, bonuses, benefits, stock-based compensation expense, lab supplies and facility costs, travel expenses, fees paid to non employees conducting certain research activities and other related expenses, and costs related to software subscriptions. The Company’s technology and infrastructure efforts are dedicated towards developing new services, improving the Company’s existing infrastructure, adding new features, bringing the latest compute technology to market and improving the accessibility of the Company’s services.

Sales and Marketing

Sales and marketing expense consists of personnel costs associated with selling and marketing the Company’s Corvex Cloud Platform, such as salaries, stock-based compensation expense, commissions, bonuses, and other related expenses, third-party professional services costs, and advertising costs associated with marketing programs.

General and Administrative

General and administrative expense consists of costs associated with our corporate functions including finance, legal, human resources, information technology, insurance and office rental. These costs include personnel costs, such as salaries, bonuses, benefits, stock-based compensation expense, and other related expenses including third-party professional services costs, such as legal, accounting, and audit services.

Other (Expense) Income, Net

Other (expense) income, net relates primarily to interest income earned cash balances held in interest bearing bank accounts and interest expense related to leases.

Income Tax Provision

Income tax provision consists of federal and state income taxes in the United States and related deferred taxes.

Results of Operations

Three ~~and nine~~ months ended ~~September 30~~March 31, ~~2025~~ 2026 and ~~2024~~2025

Our condensed consolidated statements of operations for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2025~~2026 and ~~2024~~2025, as discussed herein are presented below.

	Three Months Ended September 30,						Change						Nine Months Ended September 30,						Change
	Three Months Ended March 31,						Change
	2025			2024			$			%			2025			2024			$			%
	2026			2025			$			%
	(in thousands, except share and per share data)												(in thousands, except share and per share data)
REVENUE:
Revenue	$	80		$	50		$	30			60	%	$	389		$	902		$	(513	)		-57	%
Revenue - AI Platform and services	$	475		$	–		$	475			100	%
OPERATING EXPENSES:
Revenue - Connected devices and services		35			206			(171	)		(83	)%
Cost of revenue		280			845			(565	)		-67	%		1,284			2,440			(1,156	)		-47	%
Total revenue		510			206			304			148	%
Research and development		1,166			3,404			(2,238	)		-66	%		4,950			9,198			(4,248	)		-46	%
OPERATING EXPENSES:
Sales, general and administrative		1,225			3,180			(1,955	)		-61	%		5,244			8,794			(3,550	)		-40	%
Cost of revenue - AI Platform and services (exclusive of depreciation and amortization)		247			–			247			100	%
Total operating expenses		2,671			7,429			(4,758	)		-64	%		11,478			20,432			(8,954	)		-44	%
Cost of revenue - Connected devices and services (exclusive of depreciation and amortization)		265			642			(377	)		(59	)%
Loss from operations		(2,591	)		(7,379	)		4,788			65	%		(11,089	)		(19,530	)		8,441			43	%
Depreciation and amortization		326			38			288			758	%
Other income (expense), net:
Technology and infrastructure		822			2,364			(1,542	)		(65	)%
Interest expense (related party)		(1,503	)		—			(1,503	)		-100	%		(1,503	)		—			(1,503	)		-100	%
Sales and marketing		304			763			(459	)		(60	)%
Interest and other income, net		65			178			(113	)		-63	%		160			419			(259	)		-62	%
General and administrative		3,393			1,637			1,756			107	%
Other income (expense), net		(1,438	)		178			(1,616	)		-908	%		(1,343	)		419			(1,762	)		-421	%
Total costs and expenses		5,357			5,444			(87	)		(2	)%
Net loss	$	(4,029	)	$	(7,201	)	$	3,172			44	%	$	(12,432	)	$	(19,111	)	$	6,679			35	%
Loss from operations		(4,847	)		(5,238	)		391			7	%
Other (expense) income, net		(158	)		60			(98	)		(163	)%
Loss before benefit for income taxes		(5,005	)		(5,178	)		173			3	%
Income tax benefit		–			–			–			–
Net loss	$	(5,005	)	$	(5,178	)	$	173			3	%

Revenue

Revenue totaled $~~80,000~~510 thousand and $~~50,000~~206 thousand for the three months ended ~~September 30~~March 31, ~~2025~~ 2026 and ~~2024~~2025, respectively. ~~The~~Revenue ~~transfer~~in ofthe ~~control~~current ofperiod increased primarily due to the ~~Evie~~acquisition of ~~Ring~~Corvex ~~Elements~~OpCo ~~began~~which inreported ~~the~~$475 ~~first~~thousand ~~quarter~~in ofrevenue. ~~2024,~~This was ~~completed~~offset inby ~~the second~~a ~~quarter~~decrease of ~~2024,~~$171 ~~then~~thousand ~~re-started~~in revenue from connected devices caused mostly by a decrease in marketing efforts of the ~~third~~product ~~quarter~~caused ofby ~~2024~~our strategic shift toward our AI cloud computing business.

~~Revenue~~Cost ~~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.Revenue

Cost of revenue totaled $512 thousand and $642 thousand for the three months ended March 31, 2026 and 2025, respectively. The reduction is primarily due to the decrease of $377 thousand from the downsizing of our legacy operations and our strategic shift toward our AI cloud computing business. This was offset by the acquisition of Corvex OpCo and the $247 thousand in cost of revenue related to AI platform and services. Cost of revenue in the current period primarily relates to direct costs associated with the operation of Corvex’s data center infrastructure, including rent, network access, utilities and power expenses, while cost of revenue in the prior-year period reflects the Company’s legacy healthcare operations.

~~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~~Depreciation ~~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.Amortization

27Depreciation and amortization totaled $326 thousand and $38 thousand for the three months ended March 31, 2026 and 2025, respectively. The increase is due primarily to the acquisition of Corvex OpCo, which reported $295 thousand in depreciation and amortization. Depreciation and amortization expense in the prior-year period reflects the Company’s legacy healthcare operations.

~~Research~~Technology and ~~Development~~Infrastructure

~~Research~~Technology and ~~development~~infrastructure ~~expenses~~expense totaled ~~$1.2 million~~ $822 thousand and $32.4 million for the three months ended ~~September 30~~March 31, ~~2025~~2026 and ~~2024~~2025, respectively. ~~This~~Technology ~~decrease~~and ofinfrastructure ~~$2.2 million was~~expense ~~due~~in ~~primarily~~the tocurrent ~~lower~~period ~~research~~primarily ~~and~~relates ~~laboratory~~to ~~expenses,~~costs ~~mostly~~associated ~~due~~with tothe ~~lower~~Corvex ~~employee~~Opco ~~compensation~~business, ~~and~~including ~~other~~personnel ~~professional~~costs ~~fees.~~for ~~Research~~employees engaged in research and development ~~expenses~~activities, ~~for~~depreciation ~~the~~associated ~~three~~with ~~months~~servers ~~ended~~and ~~September 30~~software, ~~2025~~stock-based ~~included~~compensation ~~expenses~~expense and other infrastructure-related tocosts. ~~employee~~It ~~compensation~~also consists of ~~$0.9 million, other~~any ~~professional~~current ~~fees~~period ofresearch $0and development expense from the Company’s historical healthcare operations.~~2 million,~~ ~~and~~The ~~other~~decrease ~~expenses~~is ofprimarily due to a $0.1 ~~million~~.7 ~~Research~~million decrease in research and development ~~expenses~~expense ~~for~~related to the ~~three~~Company’s ~~months~~legacy ~~ended~~healthcare ~~September 30,~~operations ~~2024~~caused ~~included~~primarily ~~expenses~~due ~~related~~a reduction in headcount as the Company shifted to ~~employee~~focus ~~compensation~~on ofthe ~~$1.8 million~~AI cloud computing business, ~~other~~leading ~~professional~~to ~~fees~~lower personnel and consulting expense in the current period. The decrease was offset by additional technology and infrastructure cost of $~~1.1 million,~~169 ~~research~~thousand ~~and~~from ~~laboratory~~the ~~expenses~~acquisition of $0Corvex OpCo.~~3 million,~~ Technology and ~~other~~infrastructure ~~expenses~~expense ofin $0the prior-year period reflects the Company’s legacy healthcare operations , mainly related to research and development expenses.~~2 million.~~

~~Research~~Sales 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.Marketing

Sales and marketing expense totaled $304 thousand and $763 thousand for the three months ended March 31, ~~General~~2026 and ~~Administrative~~2025, respectively. The decrease is primarily due to the decrease in marketing efforts for the Company’s legacy healthcare operations due to the shift to the AI cloud computing business. This decrease was offset by the acquisition of Corvex OpCo which reported $103 thousand in sales and marketing expense. Sales and marketing consists of personnel costs associated with selling and marketing the Company’s Corvex Cloud Platform, such as salaries, stock-based compensation expense, commissions, bonuses, and other related expenses, third-party professional services costs, and advertising costs associated with marketing programs. Sales and marketing expense in the prior-year period reflects the Company’s legacy healthcare operations.

~~Sales,~~General ~~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.Administrative

~~Sales,~~General ~~general~~ and administrative ~~expenses~~expense totaled $53.2 4 million and $81.~~8 million~~6 million for the ~~nine~~three months ended ~~September 30~~March 31, ~~2025~~2026 and ~~2024~~2025, respectively. ~~This~~The ~~decrease~~increase ofis ~~$3.6 million was~~ due primarily to ~~lower~~increased ~~headcount~~legal ~~with respect to sales, general~~ and ~~administrative~~consulting ~~employees~~expenses due asto athe ~~result of less activity~~merger, ~~and decreased marketing costs, offset by~~ increased stock-based compensation ~~expenses~~expense, ~~related~~offset toby the ~~issuance~~reduction ofin ~~new~~other ~~option~~personnel ~~grants.~~cost ~~Sales,~~from ~~general~~reduced ~~and administrative~~headcount. ~~expenses~~In ~~for~~addition, the ~~nine~~increase ~~months~~is ~~ended~~also ~~September 30,~~explained ~~2025~~by ~~included~~the ~~expenses~~impact ~~related to employee and board~~ of ~~director~~the ~~compensation~~acquisition of ~~$2.2 million,~~ ~~professional~~Corvex ~~and~~OpCo ~~consulting~~which ~~fees~~added of $1.9 3 million, ~~and~~in ~~other~~general ~~expenses~~and ~~of $1~~administrative expenses.~~1 million.~~ ~~Sales,~~General ~~general~~ and administrative ~~expenses~~expense ~~for~~in the ~~nine~~current ~~months~~period ~~ended~~primarily ~~September 30,~~consists ~~2024~~of ~~included expenses~~ personnel-related tocosts, ~~employee~~stock-based ~~and board of director~~ compensation ~~of $4.8 million~~ expense, professional services and ~~consulting~~lease ~~fees of $2.3 million,~~ and other ~~expenses~~corporate ofoverhead $1costs.~~7 million.~~

Loss from Operations

Loss from operations was $24.6 8 million for ~~the~~ the three months ended ~~September 30~~March 31, ~~2025~~2026, as compared to $75.4 2 million for the three months ended ~~September 30~~March 31, ~~2024~~2025.

~~Loss~~Interest ~~from~~and ~~operations~~Other ~~was~~(Expense) ~~$11.1 million for the nine months ended September 30~~Income, ~~2025, as compared to $19.5 million for the nine months ended September 30, 2024.~~Net

Other ~~Income~~income (~~Expense~~expense), ~~Net~~net totaled $(158) thousand and $60 thousand for the three months ended March 31, 2026 and 2025, respectively. Other income (expense), net in the current period primarily relates to accrued interest expense and amortization of the Company’s Bridge Loan, offset, in part, by interest income earned on cash balances held in interest-bearing accounts. Other income (expense), net in the prior-year period reflects the Company’s legacy healthcare operations and also primarily related to interest and other income.

Other income (expense), net for the three months ended September 30, 2025 was a net other expense of $1.4 million as compared to a net other income of $0.2 million for the three months ended September 30, 2024. The increased expense was due primarily to $1.5 million of interest expense (related party) for the amortization of the original issue discount on the bridge loan during the three months ended September 30, 2025.9

Other income (expense), net for the nine months ended September 30, 2025 was a net other expense of $1.3 million as compared to a net other income of $0.4 million for the nine months ended September 30, 2024. The increased expense was due primarily to $1.5 million of interest expense (related party) for the amortization of the original issue discount on the bridge loan during the nine months ended September 30, 2025.

Net Loss

AsNet ~~a result of the foregoing, net~~ loss was $45.0 million for the three months ended ~~September 30~~March 31, ~~2025~~2026, as compared to $75.2 million for the three months ended ~~September 30~~March 31, ~~2024~~2025.

~~As a result of the foregoing, net loss was $12.4~~Non-GAAP ~~million for~~Financial ~~the nine months ended September 30, 2025, as compared to $19.1 million for the nine months ended September 30, 2024.~~Measures

28To supplement our financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we use a non-GAAP financial measure, adjusted EBITDA (as defined below) to help us evaluate our business. We use such non-GAAP financial measure to make strategic decisions, establish business plans and forecasts, identify trends affecting our business, and evaluate operating performance. We believe that this non-GAAP financial measure may be helpful to investors because it allows for greater transparency into a measure that we use to operate our business and measure our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance.

This non-GAAP financial measure is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measure used by other companies. Other companies, including companies in our industry, may calculate this non-GAAP measure differently or may use other measures to evaluate their performance, any of which could reduce the usefulness of our disclosure of non-GAAP measure as a tool for comparison. A reconciliation is provided below for the non-GAAP financial measure to the most directly comparable financial measure presented in accordance with GAAP. Investors should review the related GAAP financial measures and the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measures, as well as our financial statements and related notes included elsewhere in this prospectus.

Adjusted EBITDA

We report our financial results in accordance with GAAP, however, management believes evaluation of operating results may be enhanced by a presentation of adjusted EBITDA which is a non-GAAP financial measure. We define adjusted EBITDA as net loss, excluding (i) depreciation and amortization, (ii) stock-based compensation, (iii) transaction costs related to the merger, (iv) Other expense (income) (v) benefit from income taxes.

The following table reconciles adjusted EBITDA to the most directly comparable GAAP performance measures for the applicable period of operations presented herein:

	Three Months Ended March 31,
	2026			2025
Net loss	$	(5,005	)	$	(5,178	)
Depreciation and amortization		326			38
Stock-based compensation⁽¹⁾		2,178			299
Transaction costs⁽²⁾		719			–
Income tax		–			–
Other expense (income), net		178			(60	)
Adjusted EBITDA	$	(1,604	)	$	(4,901	)

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

(2)	Related to the transaction costs associated with the merger.

Segment Results

The following table sets forth our selected results of operations for each of our reportable segments for the periods indicated below.

	Three Months Ended March 31,						Change
	2026			2025			$			%
Net loss
AI Platform and services	$	(1,625	)	$	–		$	(1,625	)		(100	)%
Connected devices and services		(3,380	)		(5,178	)		1,798			35	%
Total net loss		(5,005	)		(5,178	)		173			3	%

Adjusted EBITDA⁽¹⁾
AI Platform and services		(98	)		–			(98	)		(100	)%
Connected devices and services		(1,506	)		(4,901	)		3,395			69	%
Total adjusted EBITDA	$	(1,604	)	$	(4,901	)	$	3,297			67	%

(1)	See the “Non-GAAP Financial Measures” section included above for a reconciliation to the most directly comparable GAAP measure.

	Three Months Ended March 31,
AI Platform and services	2026			2025
Net loss	$	(1,625	)	$	–
Depreciation and amortization		295			–
Stock-based compensation⁽¹⁾		1,232			–
Transaction costs⁽²⁾		–			–
Income tax		–			–
Other expense (income), net		–			–
Adjusted EBITDA	$	(98	)	$	–

	Three Months Ended March 31,
Connected devices and services	2026			2025
Net loss	$	(3,380	)	$	(5,178	)
Depreciation and amortization		31			38
Stock-based compensation⁽¹⁾		946			299
Transaction costs⁽²⁾		719			–
Income tax		–			–
Other expense(income), net		178			(60	)
Adjusted EBITDA	$	(1,506	)	$	(4,901	)

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

(2)	Related to the transaction costs associated with the merger.

Note: Adjusted EBITDA for the chief operating decision maker’s (“CODM”) analysis excludes (i) depreciation and amortization, (ii) stock-based compensation, (iii) transaction costs related to the merger, (iv) interest and (v) benefit from income taxes.

AI Platform and services

Net loss for the AI Platform and services segment was $(1,625) thousand for the three months ended March 31, 2026, as compared to $0 for the three months ended March 31, 2025.

Adjusted EBITDA for the AI Platform and services segment was $(98) thousand for the three months ended March 31, 2026, as compared to $0 for the three months ended March 31, 2025.

The decrease in adjusted EBITDA loss is due to the inclusion of results from the AI Platform and services business following the merger with Corvex OpCo, which did not exist in the prior-year period, and reflects the early stage of commercialization, including investments in infrastructure and personnel.

Connected devices and services (Healthcare)

Net loss for the connected devices and services segment was $(3,380) thousand for the three months ended March 31, 2026, as compared to $(5,178) thousand for the three months ended March 31, 2025.

Adjusted EBITDA for the connected devices and services segment was $(1,506) thousand for the three months ended March 31, 2026, as compared to $(4,901) thousand for the three months ended March 31, 2025.

The increase in adjusted EBITDA of $3,395 thousand is primarily due to reduced operating expenses as the Company downsized its legacy healthcare operations, partially offset by stock-based compensation and transaction-related costs in the current period.

Liquidity and Capital Resources

AtOn ~~September 30~~March 19, ~~2025~~2026, we ~~had~~completed ~~cash and cash equivalents totaling $2.0 million. During~~ the ~~nine months ended September 30, 2025, we used $9.0 million~~ acquisition of ~~cash~~Corvex inOpCo ~~our operating activities. On August 6, 2025, we entered into a Loan Agreement~~ and ~~Promissory~~determined ~~Note~~that ~~pursuant~~the toCompany ~~which~~is ~~we obtained $1,500,000 in secured debt financing (~~the ~~“Bridge~~accounting ~~Loan”)~~acquirer. ~~On November 6~~Accordingly, ~~2025,~~periods weprior ~~entered~~to ~~into a Preferred Stock Subscription Agreement (~~the ~~“Series~~acquisition Areflect ~~Subscription Agreement”), with~~ the ~~investors party thereto (the “Series A Purchasers”), pursuant~~historical tofinancial ~~which~~statements ~~we sold 3,000 shares~~ of ~~Series A Preferred Stock to~~ the ~~Series A Purchasers for a purchase price per share equal to $1~~Company,~~000~~ and an ~~aggregate~~the ~~purchase~~results ~~price~~ of ~~$3,000,000.~~Corvex ~~Additionally,~~OpCo onare ~~November~~included 6,beginning ~~2025,~~on ~~we entered into a ChEF purchase agreement (~~the ~~“ChEF Purchase~~acquisition ~~Agreement”)~~date. ~~with~~As ~~Chardan Capital Markets LLC (“Chardan”) related to~~ a ~~“ChEF~~result,” ~~Chardan’s~~the ~~committed~~liquidity ~~equity~~and ~~facility~~capital ~~(the~~resources ~~“Equity~~information ~~Facility”).~~for ~~Pursuant to~~ the ~~ChEF~~three ~~Purchase~~months ~~Agreement,~~ended weMarch ~~have the right from time to time to sell to Chardan up to $1~~31,~~000,000,000~~ in2026 ~~aggregate~~is ~~gross purchase price of newly issued shares of our common stock. However, we are currently~~ not ~~able~~directly comparable to ~~raise additional capital under~~ the ~~Equity Facility until a Registration Statement on Form S~~prior-1year covering the sales thereunder is filed and declared effective by the SEC, after which our ability to raise additional capital under the Equity Facility may still be limited by the conditions and limitations set forth in the ChEF Purchase Agreementperiod.

~~Our~~We ~~funding~~have ~~requirements~~incurred ~~are~~significant ~~highly~~operating ~~dependent~~losses onand ~~the~~negative ~~outcome~~cash offlows ~~the~~from ~~planned~~operations ~~Merger~~since ~~with~~inception ~~Corvex.~~and Wehad ~~have~~an ~~incurred~~accumulated ~~significant~~deficit ~~expenses~~of inapproximately ~~connection~~$171.4 ~~with~~million ~~our~~as ~~evaluation~~ of ~~strategic alternatives~~March ~~and entry into the Merger Agreement~~31, 2026. ~~and~~We we expect to continue to incur ~~expenses~~net inlosses ~~connection~~for ~~with consummating~~ the ~~Merger and~~foreseeable ~~the~~future ~~ongoing~~as ~~process~~we ofcontinue ~~exploring transactions with certain third parties~~ to ~~monetize~~invest ~~certain~~in ~~legacy~~the ~~assets.~~development Aand ~~considerable~~expansion ~~portion~~ of our ~~these~~AI ~~expenses,~~cloud ~~such~~computing asbusiness ~~legal, accounting~~ and ~~advisory~~maintain ~~fees~~our ~~and~~legacy ~~other~~healthcare ~~related~~operations ~~charges,~~in ~~will be incurred regardless of whether we consummate the Merger or enter into~~ a ~~monetization~~reduced ~~transaction for our legacy healthcare assets~~capacity.

~~Additionally,~~As ~~in connection with our entering into~~ of ~~the~~March ~~Merger~~31, ~~Agreement~~2026, we ~~entered~~had ~~into~~cash anand ~~amendment~~cash equivalents of ~~the~~approximately ~~Bridge~~$29.3 ~~Loan~~million. ~~providing~~Based ~~for~~on anour ~~extension~~current ofoperating ~~the maturity date to March 31~~plan, ~~2026~~we inbelieve ~~exchange~~that ~~for~~ our ~~agreeing~~existing ~~that~~cash ~~upon~~and ~~any~~cash ~~sale~~equivalents orwill ~~other~~be ~~disposition~~sufficient to offund ~~all~~our orprojected ~~substantially~~operating ~~all~~requirements ~~the~~for ~~Company’s~~at ~~legacy~~least ~~assets prior to closing of~~ the ~~Merger,~~next wetwelve ~~will~~months befrom ~~obligated to repay~~ the ~~$1.5~~date ~~million~~of ~~principal~~issuance of the ~~Bridge~~condensed ~~Loan, plus any other outstanding~~consolidated ~~obligations~~financial ~~plus a $3~~statements.~~0 million repayment premium.~~

~~Although we~~Our ~~believe~~ability ~~our cash and cash equivalents will be sufficient~~ to ~~fund~~execute our ~~operations~~longer-term ~~through the closing of Merger, which we expect to occur~~business inplan ~~the first quarter of 2026, we do not expect our cash and cash equivalents~~ will bedepend ~~sufficient~~on toa ~~fund~~number ~~our operations beyond the first quarter~~ of ~~2026~~factors, ~~should~~including the ~~Merger~~pace ~~not be consummated prior the maturity date~~ of ~~the~~infrastructure ~~Bridge Loan. In addition~~expansion, ~~changing~~customer ~~circumstances could cause us to consume capital significantly faster than we currently anticipate~~demand, and weour ~~may~~ability ~~need~~ to ~~spend~~manage ~~more than currently expected~~operating ~~because of circumstances beyond our control~~costs. AsWe amay ~~result,~~seek weto ~~could~~raise ~~deplete~~additional ~~our~~ capital ~~resources~~through ~~sooner~~public than we currently expect. Additionally, although we have entered into the Merger Agreement and intend to consummate the Merger, there is no assurance that we will be able to successfully consummate the Merger on a timely basis, or atprivate ~~all.~~equity Ifofferings, ~~for~~debt ~~any reason~~financings, ~~the Merger does not close prior to the maturity date of our Bridge Loan, it is unlikely that we will have sufficient time~~ or ~~resources~~strategic partnerships to ~~complete~~support ~~another~~future ~~strategic~~growth ~~transaction~~initiatives. ~~like the Merger without obtaining additional capital~~However, ~~and~~ there can be no assurance that such ~~funds~~financing will be available on acceptable terms, or at all. If we are unable to obtain such needed funds, our financial condition and results of operations may be materially adversely affected, we may not be able to continue operations, and our board of directors may decide that it is in the best interests of our stockholders to commence bankruptcy or liquidation and dissolution proceedings.

~~Even~~Sources ~~if we do consummate the Merger, we expect to continue to incur significant expenses. Until we can generate a sufficient amount~~ of revenue from our operations, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings or corporate collaborations. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available, we may be required to revise our operational plans or it may become impossible for us to remain in operation. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution, and debt financing, if available, may involve restrictive covenants. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time.Liquidity

As of March 31, 2026, we had cash and cash equivalents of $29.3 million. During the period ended March 31, 2026, we used $4.3 million of cash in operating activities.

~~These~~On ~~circumstances~~August ~~raise substantial~~6, ~~doubt about the~~2025, ~~Company’s~~we ~~ability~~entered tointo ~~continue~~a asLoan ~~a going concern within~~Agreement and ~~one~~Promissory ~~year~~Note ~~after~~pursuant ~~the~~to ~~date~~which ~~that~~we ~~the~~obtained ~~condensed~~$1,500,000 ~~consolidated financial~~in ~~statements~~secured ~~are~~debt ~~issued~~financing (the “Bridge Loan”). ~~Our~~On ~~condensed~~November ~~consolidated~~6, 2025, ~~financial~~we ~~statements~~entered dointo ~~not~~a ~~include~~Preferred ~~adjustments~~Stock toSubscription Agreement (the ~~amounts~~“Series ~~and~~A ~~classification of~~Subscription ~~assets~~Agreement”) ~~and~~with ~~liabilities~~the ~~that~~investors party ~~may~~thereto be(the ~~necessary~~“Series ~~should~~A wePurchasers”), bepursuant ~~unable~~ to ~~continue~~which aswe ~~a going concern.~~sold ~~Our~~3,000 ~~ability~~shares toof ~~continue as~~Series ~~a going concern depends~~A onPreferred ~~our~~Stock ~~ability~~at toa ~~raise~~purchase price ~~additional~~of ~~capital~~$1,000 asper ~~described~~share, ~~above~~for toaggregate ~~support~~proceeds ~~our~~of ~~future operations~~$3,000,000.

~~The~~Our ~~following~~funding ~~table~~requirements ~~summarizes~~are highly dependent on the needs of our ~~cash~~AI ~~flows~~cloud computing business going forward. We have incurred significant expenses related to evaluating strategic alternatives ~~for~~and entering into the ~~periods~~Merger ~~indicated:~~Agreement, and we expect to continue incurring expenses related to exploring transactions to monetize certain legacy assets.

	Nine Months Ended September 30,
	2025			2024
Net cash used in operating activities	$	(9,008	)	$	(17,978	)
Net cash used in investing activities		—			(3	)
Net cash provided by financing activities		3,106			23,135
Net increase/(decrease) in cash and cash equivalents	$	(5,902	)	$	5,154

~~Operating~~In ~~Activities~~connection with the Merger Agreement, we amended the Bridge Loan to extend the maturity date to June 30, 2026. As part of this amendment, upon any sale or disposition of substantially all legacy assets, we are required to repay the $1.5 million principal, plus outstanding obligations, a $3.0 million repayment premium, and any additional proceeds from such sale. If the legacy assets are not sold by the maturity date, they will be transferred to the lender in full satisfaction of the debt.

~~During~~As ~~the~~a ~~nine~~result ~~months~~of ~~ended~~the ~~September 30~~Merger, ~~2025,~~ ~~the~~including ~~Company~~anticipated operational ~~used~~and ~~cash~~financial ofbenefits ~~$9.0 million~~and inaccess ~~operating~~to ~~activities~~additional resources, aswe ~~compared~~believe toour ~~$18.0 million~~cash ~~used~~and incash ~~operating~~equivalents ~~activities~~will be sufficient to ~~during~~fund ~~the~~operations ~~nine~~for ~~months~~the ~~ended~~next ~~September 30,~~twelve ~~2024~~months.

~~The~~We ~~$9.0 million~~expect ~~used~~to incontinue ~~operating~~incurring ~~activities~~significant expenses. ~~during~~Until ~~the~~we ~~nine~~generate ~~months~~sufficient ~~ended September 30~~revenue, ~~2025~~if ~~was~~ever, ~~primarily~~we ~~attributable~~expect to ~~our~~finance ~~net~~operations ~~loss~~through ofequity ~~$12.4 million~~offerings, ~~during~~debt ~~the~~financings, ~~period.~~or strategic ~~The~~collaborations. ~~net~~Additional ~~loss~~funding ~~was~~may ~~offset~~not bybe ~~changes~~available inon ~~our~~acceptable ~~operating~~terms ~~assets~~or ~~and~~at ~~liabilities~~all. ~~totaling~~Equity ~~$38,000~~financing ~~and~~may byresult ~~non-cash~~in ~~items,~~dilution ~~including~~to ~~stock-based compensation~~stockholders, while ~~totaling~~debt $3financing may involve restrictive covenants.~~4 million.~~

The ~~$18.0 million~~following ~~used~~table insummarizes ~~operating activities during the nine months ended September 30, 2024 was primarily attributable to~~ our ~~net~~cash ~~loss of $19.1 million during the period. The net loss~~flows ~~was~~for ~~offset by~~ the ~~total~~periods ofindicated ~~changes~~ (in ~~our operating assets and liabilities totaling $1.9 million and non-cash items, including stock-based compensation of $3.0 million.~~thousands):

Investing Activities

	Three Months Ended March 31,
	2026			2025

Net cash used in operating activities	$	(4,288	)	$	(4,303	)
Net cash provided by investing activities		30,441			–
Net cash provided by financing activities		350			758
Net increase (decrease) in cash and cash equivalents	$	26,503		$	(3,545	)

~~During~~Cash ~~the~~Flows ~~nine~~from ~~months~~Operating ~~ended September 30, 2025, the Company used no cash in investing activities.~~ Activities

During the ~~nine~~three months ended ~~September 30~~March 31, ~~2024,~~ 2026, the Company used cash of $4.3~~,000~~ million in ~~investing~~operating activities, ~~consisting~~as ofcompared ~~purchases~~to of$4.3 ~~property~~million ~~and~~used ~~equipment~~in operating activities during the three months ended March 31, 2025.

~~Financing~~The ~~Activities~~$4.3 million used in operating activities during the three months ended March 31, 2026 was primarily attributable to our net loss of $5.0 million during the period. The net loss was offset by changes in our operating assets and liabilities totaling $(2.0) million and by non-cash items, including stock-based compensation, totaling $2.7 million.

~~During~~The ~~the~~$4.3 ~~nine~~million ~~months~~used ~~ended~~in ~~September 30,~~operating activities ~~2025,~~during the ~~Company~~three ~~was~~months ~~provided~~ended ~~cash~~March of31, ~~$3.1 million~~2025 ~~which~~was ~~included~~primarily attributable to our net ~~proceeds~~loss of $15.6 2 million ~~for~~during the ~~issuance~~period. ofThe ~~common~~net ~~stock~~loss ~~through~~was ~~the~~offset ~~ATM~~by ~~activity~~changes in our operating assets and ~~proceeds~~liabilities oftotaling $~~1.5 million~~530 ~~from~~thousand ~~the~~and ~~bridge~~by ~~loan~~non-cash items, including stock-based compensation, totaling $345 thousand.

During the nine months ended September 30, 2024, the Company was provided cash of $23.1 million which included net proceeds of $22.6 million from the issuance of common stock, pre-funded warrants and common stock warrants, and net proceeds of $0.5 million for the issuance of common stock through the ATM activity and the exercise of common stock options. 14

~~Off-Balance~~Cash ~~Sheet~~Flows ~~Transactions~~from Investing Activities

AtDuring ~~September 30,~~the ~~2025~~three months ended March 31, 2026, the Company ~~did~~was ~~not~~provided cash of $30.4 million in investing activities, consisting of cash received as part of the Merger totaling $36.7 ~~have~~million, ~~any~~offset ~~transactions~~by purchases of property and equipment in the amount of $6.2 million, ~~obligations~~mainly orrelated ~~relationships~~to ~~that~~the ~~could~~purchase beof ~~considered~~servers ~~off-balance~~to ~~sheet~~support our ~~arrangements~~AI cloud operations.

~~Non-cancelable~~During ~~Obligations~~the three months ended March 31, 2025, the Company used no cash in investing activities.

~~One~~Cash ofFlows ~~the~~from ~~Company’s~~Financing contract manufacturers purchased raw materials for the benefit of the Company of $0.3 million at September 30, 2025 for which title to such materials had not transferred to the Company. The Company did not have any other non-cancelable contractual commitments as of September 30, 2025.Activities

30During the three months ended March 31, 2026, the Company was provided cash of $350 thousand which included proceeds of $382 thousand for the exercise of equity awards offset by payments related to the Company’s finance lease.

During the three months ended March 31, 2025, the Company was provided cash of $758 thousand which included net proceeds of $758 thousand for the issuance of common stock through the ATM activity.

Funding Requirements

We anticipate that our expenses and capital requirements will increase as we continue to scale the Corvex AI cloud computing business, support customer demand, expand infrastructure capacity and operate as a public company. Our future funding requirements will depend on many factors, including the rate at which we expand our AI infrastructure capacity; our ability to manage increases in input and operating costs, including price increases for servers, GPUs, memory, storage, networking, cooling, data center space and power; our development efforts with respect to new solutions, services and platform functionality; our ability to retain existing customers and attract new customers; and our ability to generate sufficient cash flow from operations and raise additional capital. These funding drivers are consistent with the combined company’s post-merger operating strategy and risk profile.

We also expect to incur additional legal, accounting, audit, insurance, regulatory and compliance costs associated with operating as a public company. In addition, our current operating plans may require substantial additional financing to support data center facilities, computing hardware and related infrastructure as we continue to scale the Corvex AI cloud computing business.

There can be no assurance that additional financing will be available on acceptable terms, or at all. If we are unable to obtain additional capital when needed, we may be required to delay, scale back or eliminate certain growth initiatives, infrastructure investments or other aspects of our business plan. We expect to satisfy future cash needs through existing capital balances and through some combination of public or private equity offerings, debt financings and other strategic or partnership arrangements.

Contractual Obligations and Commitments

Material contractual obligations arising in the normal course of business primarily consist of operating leases and financing leases. See Note 13 to the consolidated financial statements for amounts outstanding for operating leases and financing leases on March 31, 2026.

Critical Accounting Estimates

In preparing financial statements in conformity with GAAP, management is required 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include but are not limited to the following: fair value of stock options, recognition of intangible assets in a business combination. Actual results could differ from those estimates.

Stock-Based Compensation

The Company measures equity classified stock-based awards granted to employees, directors, and non employees based on the estimated fair value on the date of grant and recognizes compensation expense of those awards on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation including the expected term, the volatility of the Company’s Common Stock, and an assumed risk-free interest rate. The Company accounts for forfeitures as they occur.

Recognition of Intangible Assets in a Business Combination

We account for business combinations in accordance with the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at their respective fair values as of the acquisition date. The total consideration transferred, including the fair value of equity, is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values. Any excess of the purchase price over the fair value of the identifiable net assets acquired is recorded as goodwill.

The determination of fair value for identifiable intangible assets requires significant judgment and the use of estimates, including the selection of appropriate valuation methodologies, projections of future cash flows, discount rates, and other market participant assumptions. These estimates are inherently uncertain and can materially impact the allocation of purchase price to intangible assets and goodwill.

In estimating the fair value of acquired intangible assets, we primarily utilize income-based approaches. Specifically, customer relationship intangible assets are valued using the multi-period excess earnings method, which isolates the cash flows attributable to the existing customer base after deducting contributory asset charges. These cash flows are projected over the expected life of the relationships, incorporating assumptions such as customer attrition rates and revenue growth, and are discounted to present value using a rate consistent with the estimated weighted average cost of capital.

Trade name intangible assets are valued using the relief-from-royalty method, which estimates the value of the asset by calculating the present value of hypothetical royalty payments that would be avoided through ownership of the trade name. This method requires assumptions related to royalty rates, revenue growth, and discount rates.

Key assumptions utilized in these valuation models include forecasted revenue growth rates, operating margins, customer attrition, contributory asset charges, royalty rates, and discount rates derived from market participant perspectives. The discount rates applied are generally based on an estimated weighted average cost of capital, reflecting the risks associated with the projected cash flows.

The fair value measurements also incorporate consideration of contributory assets such as working capital, fixed assets, and assembled workforce, each requiring an appropriate return, consistent with market participant expectations.

Changes in these assumptions, or the use of alternative valuation methodologies, could materially impact the estimated fair values of the identifiable intangible assets acquired, the resulting amount of goodwill recognized, and future amortization expense.

Leases

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. As the Company maintained a full valuation allowance against its deferred tax assets, the changes resulted in no provision or benefit from income taxes during the three months ended March 31, 2026 and 2025, respectively.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including intangible assets subject to amortization and property and equipment subject to depreciation, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The recoverability of long-lived assets is assessed by comparing the undiscounted future cash flows expected to be generated by the asset to its carrying value. If the carrying amount of a long-lived asset exceeds the expected undiscounted cash flows, an impairment loss is recognized in an amount equal to the excess of the asset’s carrying value over its fair value. Fair value is determined using valuation techniques such as discounted cash flow models, market comparisons, and, where applicable, independent third-party appraisals. No impairment losses were recorded during the three months ended March 31, 2026 and 2025.

Off-Balance Sheet Arrangements

At March 31, 2026, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 – Summary of Significant Accounting Policies to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Quantitative and Qualitative Disclosures about Market Risks

We are exposed to market risk in the ordinary course of our business, such as interest rate risk, foreign currency risk, and inflation risk. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item 3.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We are responsible for maintaining disclosure controls and procedures, as defined in Rules 13a-~~15(e)~~15I and 15d-~~15(e)~~15I under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on our management’s evaluation (with the participation of our principal executive officer and our principal financial officer) of our disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act, our principal executive officer and our principal financial officer have concluded that, due to the previously identified material weakness in our internal controls over financial reporting that is described below, our disclosure controls and procedures were not effective as of ~~September 30~~March 31, ~~2025~~2026, the end of the period covered by this report.

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. As previously disclosed in our ~~2024~~2025 Form 10-K, we identified the following material weaknesses as of December 31, ~~2024~~2025: (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) ineffective information technology (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 affect substantially all financial statement account balances and disclosures within the Company.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and our principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A 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. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, 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, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of control effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the ~~nine~~three months ended ~~September 30~~March 31, ~~2025~~2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business or financial condition. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time.

Item 1A. Risk Factors

We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the ~~risk factors included below and~~ other information set forth in this report, the risks and uncertainties that we believe are most important for you to consider are discussed in Part I, “Item 1A. Risk Factors” in the ~~2024~~2025 Form 10-K~~. Other~~ ~~than~~and ~~those~~subsequently ~~included~~filed ~~below,~~Quarterly Reports weon ~~believe that there have been no material changes to the risk factors described in the 2024~~ Form 10-KQ.

We may be unable to continue as a going concern if we do not successfully raise additional capital on favorable terms, or at all, or if we fail to generate sufficient revenue from operations.

Primarily as a result of our lack of revenue, history of losses to date and our lack of liquidity, there is substantial doubt as to our ability to continue as a going concern. As of September 30, 2025, we 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, we believe that our cash and cash equivalents will not be sufficient to fund our projected operating requirements beyond the first quarter of 2026. We expect to continue to incur significant expenses, including in connection with the consummation of the Merger and we may never achieve profitability. Our forecast of the period through which our financial resources will be adequate to support our 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 and Part I, “Item 1A. Risk Factors” in the 2024 Form 10-K. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

There can be no assurance that we will be able to raise sufficient additional capital on acceptable terms, or at all. If we are unable to raise additional capital or if we are unable to generate sufficient revenue from our operations, we may not stay in business. We may seek additional capital through a combination of private and public equity offerings, debt financings and strategic collaborations. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our 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. Our Bridge Loan is secured by our assets, including our intellectual property, and includes covenants restricting our ability to raise additional capital, Any future debt financing, if obtained, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, which could increase our expenses and require that our assets secure such debt. Moreover, any debt we incur must be repaid regardless of our operating results. The above circumstances may discourage some investors from purchasing our stock, lending us 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 our ability to sell additional securities and/or borrow cash. There can be no assurance that we will be able to raise additional working capital on acceptable terms or at all.

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

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

Our failure to meet the continued listing requirements of Nasdaq could result in a de-listing of our common stock.

Our common stock is currently traded on the Nasdaq Stock Market (“Nasdaq”). On November 14, 2023, we were 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 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, we were notified by Nasdaq that because we had not yet filed our Form 10-Q for the quarterly period ended March 31, 2025, we were not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”). We had until July 21, 2025, to submit a plan to regain compliance with the Filing Requirement. On July 7, 2025, we once again received a notice from Nasdaq that we were not in compliance with the Minimum Bid Price Requirement and, due to the fact we effected a reverse stock split within the prior year, we were not eligible for an extended compliance period. We requested a hearing to appeal the delisting of our common stock. This hearing was held on August 19, 2025. At this hearing, we presented our plan to regain compliance with the Minimum Bid Price Requirement. Separately, on August 21, 2025, we received a notice from Nasdaq that we were not in compliance with the Filing Requirement because we had not yet filed our 10-Q for the quarterly period ended June 30, 2025.

On August 27, 2025, we received a notice from Nasdaq that Nasdaq had granted our request to continue our 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, we 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, we were notified by Nasdaq that we had regained compliance with the Filing Requirement. On October 10, 2025 we effected a 1-for-10 reverse stock split, the effect of which allowed us to demonstrate compliance with the Bid Price rule within the extension period granted by Nasdaq. On November 11, 2025, we were notified by Nasdaq that we had regained compliance with the Minimum Bid Price Requirement.

On October 1, 2025, we received a written notice from Nasdaq indicating that we are 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 our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on September 24, 2025, we reported a stockholders’ equity of approximately $1.637 million and, as a result, we did not satisfy the Stockholders’ Equity Requirement. In this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, we reported a stockholders’ equity of approximately $(1.701) million and, as a result, we continue to not satisfy the Stockholders’ Equity Requirement.

The Notice provided that the Panel would consider the Stockholders’ Equity Requirement in its decision regarding our continued listing on The Nasdaq Capital Market and provided the Company the opportunity to present our views with respect to this deficiency in writing to the Panel no later than October 8, 2025. Accordingly, we presented a written plan of compliance to the Panel with respect to the Stockholders’ Equity Requirement before such deadline and which we updated following our announcement of the Merger Agreement, the Series A Purchase Agreement and the Equity Facility. There can be no assurance that the Panel will grant the Company any further compliance period for the Stockholders’ Equity Requirement or that, in the event a compliance period is provided, that the Company will ultimately regain compliance with the Stockholders’ Equity Requirement. Our 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 we may not regain compliance for future noncompliance or a delisting of our common stock by Nasdaq could adversely affect our ability to attract new investors, decrease the liquidity of the outstanding shares of our 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 our stockholders.

Risks Related to the Pending Merger

The pendency of the transactions contemplated by the Merger Agreement could adversely affect our business, results of operations and financial condition.

The pendency of the transactions contemplated by the Merger Agreement, including the Merger, could cause disruptions in and create uncertainty surrounding our business, including affecting our relationships with our existing and future customers, suppliers and employees, which could have an adverse effect on our business, results of operations and financial condition, regardless of whether the proposed Merger is completed. In particular, we could potentially lose additional important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the Merger. Also, our relationships with suppliers and other business partners could be negatively impacted. In addition, we have allocated, and will continue to allocate, significant management resources towards the completion of the Merger, which could adversely affect our business and results of operations.

We are subject to restrictions on the conduct of our business prior to the consummation of the Merger as provided in the Merger Agreement, including, among other things, certain restrictions on our ability to hire certain employees, incur additional indebtedness, sell or transfer our assets and amend our organizational documents. These restrictions could result in our inability to respond effectively to competitive pressures, industry developments and future opportunities, retain key employees and may otherwise harm our business, results of operations and financial condition.

Because of the risks associated with the Merger, we can provide no assurance that the Merger will close on the terms and conditions we currently anticipate.

Because the lack of a public market for Corvex’s capital stock makes it difficult to evaluate the fair market value of Corvex’s capital stock, the value of our common stock to be issued to Corvex’s securityholders may be more or less than the fair market value of Corvex’s capital stock.

The outstanding capital stock of Corvex is privately held and is not traded in any public market. The lack of a public market makes it difficult to determine the fair market value of Corvex’s capital stock. Because the percentage of Company common stock to be issued to Corvex’s securityholders was determined based on negotiations between the parties, it is possible that the value of our common stock to be issued to Corvex’s securityholders will be more or less than the fair market value of Corvex’s capital stock.

Our stockholders will generally have a reduced ownership and voting interest in, and will exercise less influence over the management of, the combined company following the completion of the Merger as compared to their current ownership and voting interests in the respective companies.

Based upon the number of shares of our common stock expected to be issued in the Merger, pre-Merger Corvex stockholders would own approximately 96.2% of the combined company and pre-Merger Company stockholders would own approximately 3.8% of the combined company, in each case, on a fully-diluted basis (excluding out-of-the money options and warrants). Under the Exchange Ratio formula in the Merger Agreement, the relative ownership of the combined company by pre-Merger Corvex stockholders and pre-Merger Company stockholders will be adjusted to take into account funds raised in the Series A Purchase Agreement, the ChEF Purchase Agreement and the Corvex Concurrent Financing (based on a $6.25 post-Closing per share value). In addition, the Merger Agreement includes an earnout provision under which Corvex’s current stockholders and option holders would receive additional shares upon (1) the Company’s volume weighted average share price exceeding $15.00 per share for 20 of any 30 consecutive trading days on or before the fifth anniversary of the Closing and (2) the Company’s volume weighted average share price exceeding $25.00 per share for 20 of any 30 consecutive trading days on or before the seventh anniversary of the Closing. On a pro forma basis assuming all such shares are issued and prior to taking into account shares issuable pursuant to the Series A Purchase Agreement, the ChEF Purchase Agreement and the Corvex Concurrent Financing, pre-Merger Corvex stockholders would own approximately 96.9% of the combined company and pre-Merger Movano stockholders would own approximately 3.1% of the combined company, in each case, on a fully-diluted basis (excluding out-of-the money options and warrants).

In addition, pursuant to the Merger Agreement, the relative ownership of the combined company by pre-Merger Corvex stockholders and pre-Merger Company stockholders is subject to adjustment in the event that Movano’s liabilities at closing exceed $5.0 million or its expenditures through closing exceed an agreed-upon budget. In the event that our liabilities exceed $5.0 million at the closing of the Merger or our expenditures exceed the agreed upon budget, the Exchange Ratio will be adjusted and the number of shares therefore issued to Corvex’s stockholders in connection with the Merger will be adjusted.

Failure to complete the Merger could negatively impact the stock price of the Company and future businesses and financial results of the Company.

The Merger Agreement is subject to a number of customary closing conditions, including (a) approval by the requisite Company and Corvex stockholders of the adoption and approval of the Merger Agreement, the Merger and the transactions contemplated thereby, (b) Nasdaq’s approval of the listing of the shares of our common stock to be issued in connection with the Merger, (c) the effectiveness of the Registration Statement covering the issuance of our common stock in the transactions contemplated by the Merger Agreement, and (d) the absence of any orders or injunctions by any governmental entity that would prohibit consummation of the Merger. Conditions to the closing of the Merger may not be fulfilled in a timely manner or at all and, accordingly, the Merger may be delayed or may not be completed. In addition, we and/or Corvex may elect to terminate the Merger Agreement under certain conditions. If the Merger is not completed, the ongoing businesses, financial condition and results of operation of the Company may be adversely affected and market prices of the Company’s common stock may decline significantly, particularly to the extent that the current market prices reflect a market assumption that the Merger will be consummated. If the consummation of the Merger is delayed, including by the receipt of a competing acquisition proposal, the Company’s business, financial condition and results of operations may be materially adversely affected.

In addition, the Company has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement, as well as the costs and expenses of filing, printing and mailing a proxy statement and all filing and other fees paid to the SEC and other regulatory agencies in connection with the Merger. If the Merger is not completed, the Company would have to recognize these expenses without realizing the expected benefits of the Merger. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the Merger, including the diversion of management’s attention from pursuing other opportunities and the constraints in the Merger Agreement on the ability to make significant changes to the Company’s ongoing business during the pendency of the Merger, could have a material adverse effect on the Company’s businesses, financial conditions and results of operations.

Additionally, the Company’s business may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger. If the Merger Agreement is terminated and the Company’s board of directors seeks another merger or business combination, the Company’s stockholders cannot be certain that the Company will be able to find a party willing to engage in a transaction on more attractive terms than the proposed Merger.

The Merger Agreement limits the Company’s ability to pursue alternatives to the Merger and may discourage other companies from trying to acquire the Company.

The Merger Agreement contains “no shop” covenants that restrict the Company’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate, inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by the Company’s board of directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any acquisition proposal. These provisions, which include a $500,000 termination fee payable by the Company under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of the Company from considering or proposing that acquisition.

Stockholder litigation could prevent or delay the completion of the Merger or otherwise negatively impact the business and operations of the Company.

Stockholders of the Company may file lawsuits against Corvex, the Company and/or the directors and officers of either company in connection with the Merger. One of the conditions to the closing is that no governmental entity of competent jurisdiction shall have issued any order (whether temporary, preliminary or permanent) that has become final and non-appealable and that restrains, enjoins or otherwise prohibits the consummation of the Merger. If any plaintiff were successful in obtaining an injunction prohibiting Corvex or the Company from completing the Merger or any of the other transactions contemplated by the Merger Agreement, then such injunction may delay or prevent the effectiveness of the Merger and could result in significant costs to the Company, including any cost associated with the indemnification of directors and officers the Company. The Company may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the Merger. Such litigation could have an adverse effect on the financial condition and results of operations of the Company and could prevent or delay the completion of the Merger.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the first quarter of ~~2025~~2026, none of the Company’s directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

3519

Item 6. Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of November 6, 2025, by and among Movano Inc., Corvex, Inc., and Thor Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025)
3.1		Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 25, 2021)
3.2		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 21, 2023)
3.3		Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 10, 2024)
3.4		Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 25, 2024)
3.5		Certificate of ~~Designations~~Amendment ~~for~~to ~~Series~~the AThird ~~Preferred~~Amended ~~Stock~~and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.14 to the Registrant’s Current Report on Form 8-K filed on ~~November~~March 1019, ~~2025~~2026)
3.6		~~Amended~~Certificate ~~and~~of ~~Restated~~Designations ~~Bylaws~~for ofSeries ~~the~~A ~~Registrant~~Preferred Stock (incorporated by reference to Exhibit 3.21 to the Registrant’s Current Report on Form 8-K filed on ~~March~~November 2510, ~~2021~~2025)
3.7		Certificate of Designations for Series B Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 19, 2026)
3.8		Certificate of Designations for Series C Preferred Stock (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on March 19, 2026)
3.9		Certificate of Designations for Series D Preferred Stock (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on March 19, 2026)
3.10		Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.5 to the Registrant’s Current Report on Form 8-K filed on March 19, 2026)
4.1		Specimen Certificate representing shares of common stock of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on March 10, 2021)
4.2		Form of Underwriter Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on March 10, 2021)
4.3		Form of Amended and Restated Warrant to Purchase Common Stock issued to the placement agent in the Registrant’s 2018 private placement offering (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 filed on February 2, 2021)
4.4		Form of Amended and Restated Warrant to Purchase Common Stock issued to the placement agent in the Registrant’s 2019 private placement offering (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 filed on February 2, 2021)
4.5		Form of Warrant to Purchase Common Stock issued in 2020 (incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-1 filed on February 2, 2021)
4.6		Form of Warrant to Purchase Common Stock issued in 2023 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 31, 2023)
4.7		Warrant Agent Agreement, dated January 31, 2023, by and between the Registrant and Pacific Stock Transfer Company (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on January 31, 2023)
4.8		Form of Pre-Funded Warrant issued in April 2024 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 3, 2024)
4.9		Form of Warrant issued in April 2024 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 3, 2024)
4.10		Form of Warrant issued in August 2024 (incorporated by reference to Exhibit 4.11 to the Registrant’s Quarterly Report on Form 10-Q filed on November 14, 2024)
10.1		Loan Agreement and Promissory Note, dated August 6, 2025, by and between the Registrant and Evie Holdings LLC (filed herewith)
10.2		First Amendment to Loan Agreement, dated November 3, 2025, by and between the Registrant and Evie Holdings LLC (filed herewith)
10.3		Second Amendment to Loan Agreement, dated November 6, 2025, by and between the Registrant and Evie Holdings LLC (filed herewith)
10.4		Security Agreement, dated August 6, 2025, by and between the Registrant and Evie Holdings LLC (filed herewith)
10.5		Intellectual Property Security Agreement, dated August 6, 2025, by and between the Registrant and Evie Holdings LLC (filed herewith)
10.6		Form of Support Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025)
10.7		Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025)
10.8		Form of Series A Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025)
10.9		ChEF Purchase Agreement, dated as of November 6, 2025, by and between the Registrant and Chardan Capital Markets LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025)
10.10		ChEF Registration Rights Agreement, dated as of November 6, 2025, by and between the Registrant and Chardan Capital Markets LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025)
31.1		Certification of Periodic Report by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2		Certification of Periodic Report by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1		Certification of Periodic Report by Chief Executive Officer and Chief Financial Officer pursuant to U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101.INS		Inline XBRL Instance Document (filed herewith)
101.SCH		Inline XBRL Taxonomy Extension Schema Document (filed herewith)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

3620

10.1		Form of Support Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 10, 2025).
10.2		Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 10, 2025).
10.3		Third Amendment to Loan Agreement, dated March 19, 2026, by and between Movano Inc. and Evie Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2026)
10.4		Corvex, Inc. Director Compensation Policy (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2026)
10.5		Employment Agreement, dated as March 19, 2026, by and between the Company and Seth Demsey (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2026)
10.6		Employment Agreement, dated as March 19, 2026, by and between the Company and Jay Crystal (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2026)
10.7		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2026)
31.1		Certification of Periodic Report by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2		Certification of Periodic Report by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1		Certification of Periodic Report by Chief Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101.INS		Inline XBRL Instance Document (filed herewith)
101.SCH		Inline XBRL Taxonomy Extension Schema Document (filed herewith)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MOVANO INC.
	CORVEX, INC.
Date: November 14, 2025	By:	/s/ John Mastrototaro
Date: May 19, 2026	By:	/s/ Jay Crystal
		John Mastrototaro
		Jay Crystal
		Chief Executive Officer
		(Principal Executive Officer)
	MOVANO INC.
	CORVEX, INC.
Date: November 14, 2025	By:	/s/ J. Cogan
Date: May 19, 2026	By:	/s/ J. Cogan
		J. Cogan
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

3722

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