Corvex to go public via all-stock merger with Movano

Movano (MOVE) and Corvex announced a definitive agreement to combine the companies in an all-stock transaction. Corvex is an AI cloud computing company specializing in GPU-accelerated infrastructure for AI workloads. In connection with entry into the Merger Agreement, (a) Corvex has raised $37.1 million of equity capital in a private placement transaction; (b) Movano has entered into a $1.0 billion equity facility with Chardan Capital Markets LLC; and (c) Movano has raised $3.0 million of equity capital in a private placement transaction. Upon the closing of the Merger, on a pro forma basis and prior to taking into account shares issuable by Movano pursuant to the Series A Purchase Agreement and the ChEF Purchase Agreement and shares issuable by Corvex in connection with the Corvex Concurrent Financing, based upon the number of shares of Movano 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 Movano stockholders would own approximately 3.8% of the combined company, in each case, on a fully-diluted basis, subject to certain adjustments as described in the Merger Agreement. Under the Exchange Ratio formula in the Merger Agreement, the relative ownership of the combined company by Corvex’s current stockholders and pre-Merger Movano shareholders will be adjusted to take into account funds raised in the Series A Purchase Agreement, the Chardan Equity Facility and the Corvex Concurrent Financing (based on a $6.25 post-Closing per share value). Taking into account the Bridge Financing and the Corvex Concurrent Financing, it is anticipated that the combined company would have approximately 48.7 million shares outstanding. The Merger has been unanimously approved by the Board of Directors of both companies and is expected to close in the first quarter of 2026, subject to customary closing conditions.