As filed with the Securities and Exchange Commission on ~~February 2~~December 19, ~~2021~~ 2025.

Registration No. 333-

UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION ~~STATEMENT~~ ~~UNDER THE SECURITIES ACT OF 1933~~STATEMENT

UNDER THE SECURITIES ACT OF 1933

MOVANO INC.

(Exact name of registrant as specified in its charter)

Delaware	3845	2682-~~0579295~~4233771
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

6800 Koll Center Parkway

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

J. Cogan

Chief Financial Officer

Movano Inc.

~~6200 Stoneridge~~6800 ~~Mall~~Koll ~~Rd.,~~Center ~~Suite 300~~Parkway

Pleasanton, CA ~~94588~~94566

(415) 651-3172

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael Leabman

Chief Executive Officer

Movano Inc.

6200 Stoneridge Mall Rd., Suite 300

Pleasanton, CA 94588

(415) 651-3172

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

~~Copies~~ Copy to:

Mark R. Busch, Esq.	Daniel K. Donahue, Esq.
K&L Gates LLP	Greenberg Traurig, LLP
300 South Tryon St., Suite 1000	18565 Jamboree Road, Suite 500
Charlotte, North Carolina 28202	Irvine, California 92612
Telephone: (704) 331-7440	Telephone: (949) 732-6557

Mark R. Busch, Esq.

~~As soon~~Patrick asJ. ~~practicable~~Rogers, ~~after the effective date of this Registration Statement~~Esq.

~~(Approximate date~~K&L ofGates ~~commencement of proposed sale to the public)~~LLP

~~If any~~300 ofSouth ~~the~~Tryon ~~securities~~Street, ~~being~~Suite ~~registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒~~1000

Charlotte, North Carolina 28202

(704) 331-7440

Approximate date of commencement of proposed sale to the public: From time to time, after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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 7(a)(2)(B) of the Securities Act. ☐

~~CALCULATION~~The Registrant hereby amends this Registration OFStatement ~~REGISTRATION~~on ~~FEE~~such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Common Stock	$	41,400,000	$	4,516.74
Underwriter Warrant(2)(3)(4)	$	100	$	-
Shares of Common Stock Underlying Underwriter Warrant	$	4,968,000,	$	542.01

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

(1)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes the offering price of the shares that the underwriter has the option to purchase to cover over-allotments, if any.
(2)	No registration fee required pursuant to Rule 457(g) under the Securities Act of 1933, as amended.
(3)	Represents a warrant to be granted to the underwriter to purchase shares of common stock in an amount up to [●]% of the number of shares sold to the public in this offering.
(4)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, there is also being registered hereby such indeterminate number of additional shares of common stock of the registrant as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions.

Preliminary Prospectus

Subject to Completion, Dated December 19, 2025

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment, which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED [●], 2021

MOVANO INC.

Up to 110,000,000 Shares of Common Stock

This isprospectus relates to the ~~initial~~potential ~~public~~offer and ~~offering~~sale from time to time by Chardan Capital Markets LLC and its affiliates identified in this prospectus (collectively, “Chardan” or the “Selling Stockholder”) of up to 110,000,000 shares of ~~our~~ common stock, par value $0.0001 ~~Prior~~(the “Common Stock”) of Movano Inc. (“we”, “us”, “our”, the “Company” or “Movano”), subject to certain ~~this~~conditions ~~offering~~and limitations set forth in the ChEF Purchase Agreement, ~~there~~dated ~~has~~as ~~been~~of noNovember ~~public~~6, ~~market~~2025, ~~for~~by and between the Company and Chardan (the “Purchase Agreement”), establishing a committed equity facility (the “Facility”). Such shares of our ~~common~~Common ~~stock~~Stock that we may elect, subject to the prior written consent of Corvex prior to the closing of the Merger (as defined below), to issue and sell to Chardan from time to time under the Purchase Agreement are referred to herein as the “Purchase Shares”. The ~~initial~~actual ~~public~~number ~~offering~~of shares of our Common Stock issuable will vary depending on the then current market price isof ~~$5.00~~shares ~~per~~of ~~share.~~our WeCommon ~~have~~Stock ~~applied~~sold to ~~list~~Chardan under ~~our~~the ~~common~~Facility, ~~stock~~but onwill not exceed the ~~Nasdaq~~number ~~Capital~~of ~~Market~~shares of Common Stock set forth in the first sentence of this paragraph unless we file an additional registration statement under the ~~symbol~~Securities Act of 1933, as amended (the “~~MOVE~~Securities Act”) with the Securities and Exchange Commission (the “SEC”). See “The Committed Equity Financing” for a description of the Purchase Agreement and the Facility and “Selling Stockholder” for additional information regarding Chardan and “Plan of Distribution (Conflict of Interest)” for a description of compensation payable to Chardan.

We are annot ~~“emerging~~selling ~~growth~~any ~~company”~~securities asunder ~~that term~~this isprospectus ~~used~~and inwill not receive any of the ~~Jumpstart~~proceeds ~~Our~~from ~~Business~~the ~~Startups~~sale ~~Act~~of the shares of ~~2012~~our ~~and,~~Common asStock ~~such,~~by ~~have~~Chardan. ~~elected~~We may receive up to $1,000,000,000 in ~~comply~~aggregate gross proceeds from Chardan under the Purchase Agreement in connection with ~~certain~~sales ~~reduced~~of ~~public~~the ~~company~~shares ~~reporting~~of ~~requirements~~our ~~for~~Common Stock to Chardan pursuant to the Purchase Agreement after the date of this prospectus. ~~and~~However, the actual proceeds from Chardan may ~~elect~~be toless dothan sothis inamount ~~future~~depending ~~filings~~on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold. See “~~Prospectus~~Plan ~~Summary~~of ~~– Implications~~Distribution (Conflict of ~~Being~~Interest)” anfor ~~Emerging~~a ~~Growth~~discussion ~~Company~~of the fees and expenses payable by us to Chardan under the Purchase Agreement.”

~~Investing in~~This ~~our~~prospectus ~~common~~provides ~~stock~~you ~~involves~~with a ~~high~~general ~~degree~~ description of ~~risk.~~such ~~See~~securities ~~“Risk~~and ~~Factors”~~the ~~beginning~~general onmanner ~~page~~in 5which ~~for~~Chardan may aoffer ~~discussion~~or sell the securities. More specific terms of ~~information~~any securities that ~~should~~Chardan may offer or sell may be ~~considered~~provided in ~~connection~~a ~~with~~prospectus ansupplement ~~investment~~that indescribes, ~~our~~among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.

	Per Share	Total
Public offering price	$	$
Underwriting discount (1)	$	$
Proceeds, before expenses, to us	$	$

Chardan may offer, sell or distribute all or a portion of the shares of our Common Stock acquired under the Purchase Agreement and hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the shares of our Common Stock, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of any sales of the shares of our Common Stock purchased by Chardan are within the sole discretion of Chardan. Chardan is an underwriter under the Securities Act, and any profit on the sale of shares of our Common Stock by Chardan and any discounts, commissions or concessions received by Chardan may be deemed to be underwriting discounts and commissions under the Securities Act. Although Chardan is obligated to purchase shares of our Common Stock under the terms and subject to the conditions and limitations of the Purchase Agreement to the extent we choose to sell such shares of our Common Stock to it (subject to certain conditions), there can be no assurances that we will choose to sell any shares of our Common Stock to Chardan or that Chardan will sell any or all of the shares of our Common Stock, if any, purchased under the Purchase Agreement pursuant to this prospectus. Chardan will bear all commissions and discounts, if any, attributable to its sale of shares of our Common Stock. See “Plan of Distribution (Conflict of Interest).”

~~(1)~~You Weshould ~~have~~read ~~also~~this ~~granted~~prospectus aand ~~warrant~~any toprospectus supplement ~~the~~or ~~underwriter~~amendment, intogether ~~connection~~ with ~~this~~additional ~~offering~~information ~~and~~described ~~agreed~~under ~~to reimburse~~ the ~~underwriter~~headings ~~for~~“Information ~~certain~~Incorporated ~~expenses incurred~~ by ~~it.~~Reference” and ~~See~~ “~~Underwriting”~~Where ~~beginning~~You onCan ~~page~~Find 64More ~~for~~Information,” acarefully ~~description~~before ofyou ~~the~~invest ~~compensation~~in ~~payable~~our ~~by us to the underwriter~~securities.

~~The~~We ~~underwriter~~will ~~may~~not ~~also~~sell ~~purchase~~any upPurchase Shares to anChardan ~~additional shares~~without ~~from~~the usprior atwritten ~~the~~consent ~~initial~~of ~~public~~Corvex ~~offering~~(as ~~price,~~defined ~~less~~below) prior to the ~~underwriting~~ ~~discount~~closing of the Merger. On November 6, ~~within~~2025, 45we ~~days~~entered into an Agreement and Plan of Merger by and among the ~~date~~Company, Thor Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the ~~this~~Company (“Merger Sub”) and Corvex, Inc., a Delaware corporation (“Corvex”) (the “Merger Agreement”). ~~prospectus~~The Merger Agreement provides that the Merger Sub will merge with and into Corvex (the “Merger”), towith ~~cover~~Corvex ~~over~~continuing as a wholly-~~allotments~~owned ifsubsidiary ~~any~~of the Company following the Merger.

~~Neither~~We effected a one-for-ten reverse stock split ~~the~~on ~~Securities~~October 10, 2025, pursuant to which every ten shares of our issued and ~~Exchange~~outstanding ~~Commission~~Common ~~nor~~Stock ~~any~~were ~~state~~converted ~~securities~~into ~~commission~~one ~~has~~share ~~approved~~of orCommon Stock. ~~disapproved~~The reverse stock split had no impact on the par value of ~~these~~our ~~securities~~Common Stock or ~~determined~~ ifthe ~~this~~authorized ~~prospectus~~number isof ~~truthful~~shares orof ~~complete~~our Common Stock. ~~Any~~ Unless ~~representation~~otherwise toindicated, ~~the~~all ~~contrary~~share isand aper ~~criminal~~share ~~offense~~information in this prospectus has been adjusted to reflect the reverse stock split.

~~The~~Our ~~underwriter~~Common ~~expects~~Stock tois ~~deliver~~currently ~~the~~listed ~~shares~~on ofthe ~~common~~Nasdaq ~~stock~~Capital toMarket ~~investors~~under onthe orsymbol ~~about~~ “MOVE”. On December 17, ~~2021~~2025, the last reported sale price of our Common Stock was $7.14.

~~Sole~~On ~~Book~~October 1, 2025, we received a written notice from Nasdaq Stock Market (“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 $2.5 million in stockholders’ equity for continued listing (the “Stockholders’ Equity Requirement”) and serves as a basis of delisting before the Nasdaq Hearings Panel (the “Panel”). In our Quarterly Report on Form 10-~~Running~~Q ~~Manager~~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 our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed on November 14, 2025, we reported a stockholders’ equity of approximately $(1.701) million and, as a result, we continue to not satisfy the Stockholders’ Equity Requirement.

~~National~~The Notice provided that the Panel would ~~Securities~~consider ~~Corporation~~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 Subscription Agreement and the Facility. On December 18, 2025, the Panel granted the Company an extension until March 30, 2026 to regain compliance with the Stockholders’ Equity Requirement. There can be no assurance that the Company will ultimately regain compliance with the Stockholders’ Equity Requirement or that we will be successful in maintaining the listing of our common stock on Nasdaq.

~~The~~We are an “emerging growth company” ~~date~~as that term is defined in Item 10(f)(1) of Regulation S-K, and as such, have elected to comply with certain reduced public company reporting requirements for the registration statement of which this prospectus ~~is ,~~forms ~~2021~~a part and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company”.

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

	Page
Prospectus Summary	1
THE OFFERING	3
SUMMARY SELECTED FINANCIAL DATA	4
RISK FACTORS	5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS PROSPECTUS	26
BUSINESS	27
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
EXECUTIVE OFFICERS, DIRECTORS AND CORPORATE GOVERNANCE	44
EXECUTIVE AND DIRECTOR COMPENSATION	46
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	51
USE OF PROCEEDS	53
DESCRIPTION OF CAPITAL STOCK	54
DIVIDEND POLICY	58
CAPITALIZATION	59
DILUTION	60
SHARES ELIGIBLE FOR FUTURE SALE	62
UNDERWRITING	64
LEGAL MATTERS	67
EXPERTS	67
WHERE YOU CAN FIND MORE INFORMATION	67
INDEX TO FINANCIAL STATEMENTS	F-1

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. We urge you to read the entire prospectus, any amendments or supplements, any free writing prospectuses, and any documents incorporated by reference carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities.

The date of this prospectus is , 2025.

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		iii
Prospectus Summary		1
THE OFFERING		6
RISK FACTORS		8
THE COMMITTED EQUITY FINANCING		63
USE OF PROCEEDS		69
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		70
DESCRIPTION OF CAPITAL STOCK		83
CERTAIN PROVISIONS OF DELAWARE LAW AND OF THE COMPANY’S CERTIFICATE OF INCORPORATION AND BYLAWS		85
INFORMATION ABOUT CORVEX		87
CORVEX’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		95
MANAGEMENT FOLLOWING THE MERGER		107
CORVEX EXECUTIVE OFFICER AND DIRECTOR COMPENSATION		113
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		115
BENEFICIAL OWNERSHIP OF SECURITIES		118
DETERMINATION OF OFFERING PRICE		123
MARKET INFORMATION FOR COMMON STOCK		123
SELLING STOCKHOLDER		123
PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)		125
LEGAL MATTERS		128
EXPERTS		128
WHERE YOU CAN FIND ADDITIONAL INFORMATION		129
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		130
INDEX TO FINANCIAL STATEMENTS		F-1
PART II		II-1
INFORMATION NOT REQUIRED IN THE PROSPECTUS		II-1
SIGNATURES		II-9

Unless otherwise stated or the context otherwise requires, the terms “Movano”, “we,” “us,” “our” and the “Company” refer to Movano Inc.

~~You~~For ~~should~~investors ~~rely~~outside ~~only on~~ the ~~information~~United ~~contained~~States: ~~in this~~neither ~~prospectus~~we ~~and~~nor ~~any~~the ~~related~~Selling ~~free~~Stockholder ~~writing~~have ~~prospectus~~done anything that wewould ~~may~~permit ~~provide to you in connection with~~ this offering~~. We have~~ ~~not,~~or ~~and~~possession ~~the~~or ~~underwriter~~distribution ~~has~~of ~~not,~~this ~~authorized~~prospectus ~~anyone~~or any toprospectus ~~provide~~supplement ~~you with additional~~ or ~~different~~free ~~information. If anyone~~writing ~~provides~~prospectus ~~you~~we ~~with~~may ~~different~~provide orto ~~inconsistent information,~~ you ~~should~~in ~~not~~connection ~~rely~~with onthis ~~it.~~offering Wein ~~are~~any ~~not,~~jurisdiction ~~and the underwriter is~~where ~~not,~~action ~~making~~for anthat ~~offer~~purpose tois ~~sell~~required, ~~these~~other ~~securities~~than in ~~any jurisdiction where~~ the ~~offer~~United ~~or sale is not permitted~~States. You ~~should~~are ~~assume that~~required ~~the~~to ~~information~~inform ~~appearing~~yourselves inabout ~~this~~and ~~prospectus~~to isobserve ~~accurate~~any restrictions ~~only~~relating asto ofthis ~~the~~offering ~~date~~and on the ~~front~~distribution ~~cover~~ of this prospectus. ~~Our~~and ~~business, financial~~any ~~condition,~~such ~~results~~free ofwriting ~~operations~~prospectus ~~and~~outside ~~prospects~~of ~~may~~the ~~have changed since that date~~United States.

For investors outside the United States: neither we nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus and any such free writing prospectus outside of the United States.

~~Prospectus Summary~~ABOUT THIS PROSPECTUS

This ~~summary~~ ~~highlights selected information contained elsewhere in this~~ prospectus ~~and~~is ~~does~~part ~~not contain all~~ of ~~the~~a ~~information~~resale ~~that~~registration ~~you~~statement ~~should~~on ~~consider~~Form ~~before~~S-1 ~~investing~~that inwe ~~our~~filed ~~common~~with ~~stock. You~~the ~~should~~SEC ~~carefully~~whereby ~~read this prospectus and~~ the ~~registration statement~~Selling ofStockholder ~~which~~may, ~~this~~from ~~prospectus~~time isto atime, ~~part~~sell inthe ~~their~~securities ~~entirety~~offered by ~~before~~it ~~investing~~described in ~~our~~this ~~common~~prospectus. ~~stock,~~We ~~including~~will ~~the~~not ~~information discussed~~receive ~~under~~any ~~“Risk~~proceeds ~~Factors”~~from ~~beginning~~the onsale ~~page~~by 5such ~~and~~Selling ~~our~~Stockholder ~~financial~~of ~~statements~~the ~~and~~securities ~~notes~~offered by ~~thereto~~it ~~that~~described ~~appear elsewhere~~ in this prospectus.

You should rely only on the information contained in this prospectus or in any applicable prospectus supplement prepared by us or on our behalf. Neither we nor the Selling Stockholder have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Stockholder take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

The Selling Stockholder and its permitted transferees may use this resale registration statement to sell securities from time to time through any means described in the section titled “Plan of Distribution.” More specific terms of any securities that the Selling Stockholder and its permitted transferees offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described in the section entitled under “Where You Can Find More Information.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 S-1 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 our ability to consummate the Merger and the expected business of the Company following the Merger, expectations for revenues, cash flows and financial performance, the anticipated results of our development efforts 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 ability of our common stock to meet the minimum requirements for continued listing on the Nasdaq Capital Market;

●

our ability to continue as a going concern and our need for and ability to obtain additional capital in the future;

●

the risk that the conditions to the closing of the Merger or the proposed transactions are not satisfied, including the failure to timely obtain approval of the proposed Merger from both our and Corvex stockholders, if at all;

●

uncertainties as to the timing of the consummation of the Merger and the proposed transactions and the ability of each of the Company and Corvex to consummate the proposed transactions;

●

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 continued listing on Nasdaq until closing of the Merger and the proposed transactions and the combined company’s ability to remain listed following the closing;

●

risks related to the Company’s and Corvex’s ability to correctly estimate their respective operating expenses and their respective expenses associated with the Merger and the proposed transactions, as well as uncertainties regarding the impact that any delay in the closing would have on the anticipated cash resources of the combined company, and other events and unanticipated spending and costs that could reduce the combined company’s cash resources;

●

risks related to the market price of our common stock relative to the value suggested by the Merger exchange ratio;

●

the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement and the risk that the Merger Agreement may be terminated in circumstances that require us to pay a termination fee;

iii

●

the effect of the announcement or pendency of the Merger on our or Corvex’s business relationships, operating results and business generally;

●

expectations regarding the strategies, prospects, plans, expectations and objectives of management of the Company or Corvex for future operations of the combined company following the closing;

●

our ability to attract and retain the Company’s and Corvex’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 dependence on consultants to assist in the development of our technologies;

●

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 to secure required FCC, FDA and other regulatory approvals from governmental authorities in the United States;

●

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;

●

our success at managing the risks involved in the foregoing items; and

●

other factors discussed in the “Risk Factors” section of this prospectus and elsewhere in this prospectus or in the documents incorporated by reference in this prospectus.

PROSPECTUS SUMMARY

This prospectus summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference herein. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus and the accompanying prospectus carefully, including the section titled “Risk Factors” in this prospectus and our consolidated financial statements and the related notes and the other information incorporated by reference into this prospectus before making an investment decision.

Our Company

WeMovano ~~are~~Inc., adba ~~health-focused~~Movano ~~technology~~Health, ~~company~~a ~~developing~~Delaware ~~simple~~corporation, ~~smart~~ ~~and~~is ~~personalized~~a ~~devices~~technology ~~designed~~company toand ~~help~~is ~~individuals~~developing ona ~~their~~platform ~~health~~to ~~journey~~deliver ~~maintain~~purpose-driven ~~good~~healthcare ~~health~~solutions ~~today~~to ~~and~~bring ~~prevent~~medical-grade, ~~and manage~~high-quality ~~chronic~~data ~~diseases~~to in the ~~future~~forefront of consumer health devices.

WeThe ~~are~~Company’s ~~developing~~solutions aprovide ~~proprietary~~vital ~~platform~~health information, ~~that~~including ~~uses~~heart ~~Radio~~rate, ~~Frequency~~ heart rate variability (“RFHRV”), ~~technology~~sleep, ~~which~~respiration werate, ~~believe~~temperature, ~~will~~blood ~~enable~~oxygen ~~the~~saturation (SpO2), ~~creation~~steps, ~~of low-cost~~ and ~~scalable~~calories ~~sensors~~as ~~that~~well ~~are~~as ~~small~~glucose ~~enough to~~and ~~fit~~blood ~~into~~pressure ~~a wearable~~data, ~~and~~in ~~other~~a ~~small~~variety of form factors. Weto ~~expect~~meet ~~that~~individual ~~our platform will provide users with the ability to measure~~style ~~and~~needs ~~continuously monitor vital health data~~ and ~~provide~~give users actionable feedback to ~~jumpstart~~improve ~~changes~~their inquality ~~behaviors~~of life.

Our ~~platform~~Corporate is the foundation for our first product in development, which is a non-invasive and cuffless wearable that simultaneously measures glucose, blood pressure and heart rate. It is intended to combine the functionality of a continuous glucose monitor (“CGM”) and a cuffless RF-based blood pressure monitor (“rBPM ®”) into one wearable device. Once developed, we believe it will allow users to manage their health with confidence and in a manner that best fits their lifestyle, ultimately improving health outcomes.Information

~~Risks~~Movano was incorporated in the State of Delaware ~~Related~~in January 2018 under the name Maestro Sensors Inc. On August 3, 2018, we changed our name to Movano Inc. Our ~~Business~~principal executive offices are located at 6800 Koll Center Pkwy., Pleasanton, CA 94566, and our telephone number is (415) 651-3172. Our Internet website address is www.movanohealth.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through the investor relations page of our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our Internet website and the information contained therein or connected thereto are not intended to be incorporated into this prospectus.

An investment in our common stock involves a high degree of risk. You should carefully consider the risks summarized below. These risks are discussed more fully in the “Risk Factors” section of this prospectus immediately following this prospectus summary. These risks include, but are not limited to, the following:

● We have a history of operating losses, and we may never achieve or maintain profitability.

● If we fail to obtain and maintain necessary regulatory clearances or approvals for our proposed wearable product, or if clearances or approvals for other future applications and indications are delayed or not issued, our commercial operations will be harmed.

● Our efforts may never result in the successful development of commercial applications based on our technology.

● Expected net proceeds from this offering are not expected to be sufficient for us to complete the development and commercialization of our proposed wearable product or the balance of our long-term business plan, and if we are unable to raise additional capital when needed, we may be required to curtail the development of our technology or materially curtail or reduce our operations.

● Our limited operating history makes it difficult to evaluate our current business, predict our future results or forecast our financial performance and growth.

● Competition in the glucose and blood pressure monitoring market is intense and we may be unable to successfully compete.

● We will depend on third parties to design, manufacture and seek regulatory approval of our planned products. If any third party fails to successfully design, manufacture and gain regulatory approval of our planned products, our business will be materially harmed.

● If we are unable to protect our intellectual property, our financial condition, results of operations and the value of our technology and products could be adversely affected.

Implications of Being an Emerging Growth Company

WeAs of the date of this prospectus, we are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, ~~or the~~ (“JOBS Act,”). ~~and,~~For ~~for~~ as long as we continue to be an “emerging growth company,” we ~~expect~~may to take advantage of certain exemptions ~~from~~and relief from various U.S. reporting requirements that are applicable to other public companies ~~but~~ ~~not~~that toare “not emerging growth companies,” including, ~~but not limited to,~~ (i) ~~being required to present only two years~~ ~~of audited financial statements and related financial disclosure, (ii)~~ not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act ~~of 2002~~, (~~iii~~ii) ~~extended~~having ~~transition~~the ~~periods~~option of ~~available~~delaying ~~under~~ the ~~JOBS~~adoption ~~Act~~of ~~for complying~~certain ~~with~~ new or revised financial accounting standards, (iviii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (viv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We ~~could~~have betaken, ~~an “emerging~~and ~~growth~~in ~~company”~~the ~~for~~future upmay ~~to five years~~take, oradvantage ~~until the earliest~~ of ~~(i)~~these ~~the~~exemptions ~~last~~until ~~day~~such oftime ~~the~~that ~~first~~we ~~fiscal~~are ~~year~~no inlonger ~~which~~an ~~our~~emerging ~~annual gross~~growth ~~revenues exceed $1~~company.07 ~~billion~~Further, ~~(ii) the date that~~ we ~~become~~have elected ato ~~“large~~take ~~accelerated~~advantage ~~filer”~~of ~~as defined in Rule 12b-2 under~~ the ~~Securities~~extended ~~Exchange~~transition ~~Act~~period ~~(“Exchange~~for ~~Act”)~~complying ofwith ~~1934,~~new asor ~~amended,~~revised ~~which~~accounting ~~would~~standards ~~occur~~until ifthose ~~the market value of our~~standards ~~common~~would ~~stock~~otherwise ~~that~~apply isto ~~held~~private bycompanies. ~~non-affiliates~~As ~~exceeds~~a ~~$700~~result, ~~million~~our asoperating ofresults ~~the~~and ~~last~~financial ~~business~~statements ~~day~~may ofnot ~~our~~be ~~most~~comparable ~~recently~~to ~~completed second~~the ~~fiscal~~operating ~~quarter,~~results orand ~~(iii)~~financial ~~the~~statements ~~date~~of onother ~~which~~companies wewho have ~~issued~~adopted ~~more~~the ~~than~~new $1or ~~billion~~revised inaccounting ~~non-convertible debt during the preceding three-year period~~standards.

We ~~are~~ ~~also a “smaller reporting company” and~~ will remain aan ~~smaller~~emerging growth ~~reporting~~ company ~~while~~until ~~either~~the earliest of (i) the ~~market~~last ~~value~~ day of ~~our~~the ~~stock~~fiscal ~~held~~year byfollowing ~~non-affiliates~~the ~~was~~fifth ~~less~~anniversary ~~than $250 million as~~ of the ~~last~~date ~~business day~~ of ~~our~~the ~~most~~first ~~recently completed second~~sale ~~fiscal~~of ~~quarter or (ii)~~ our ~~annual~~common ~~revenue~~stock ~~was~~pursuant ~~less~~to ~~than~~an ~~$100~~effective ~~million~~registration ~~during~~statement ~~our~~under ~~most~~the ~~recently~~Securities ~~completed~~Act ~~fiscal~~which, ~~year~~given ~~and~~ the ~~market value~~effectiveness of our ~~stock~~Registration Statement ~~held~~on byForm ~~non~~S-~~affiliates~~1 ~~was~~on ~~less~~March ~~than~~22, ~~$700~~2021, ~~million~~will asbe ofDecember 31, 2026, (ii) the last ~~business~~ day of ~~our~~the ~~most recently completed second~~ fiscal ~~quarter.~~year Ifin wewhich ~~are still considered a “smaller reporting company” at such time as~~ we ~~cease~~have tototal ~~be an~~annual ~~“emerging~~gross ~~growth~~revenue ~~company,”~~of weat ~~will~~least ~~be subject to increased disclosure requirements~~$1.235 ~~However~~billion, (iii) the ~~disclosure~~last ~~requirements will~~day ~~still~~of bethe ~~less~~fiscal ~~than~~year ~~they~~in ~~would~~which ~~be if~~ we ~~were~~are ~~not~~deemed ~~considered~~to ~~either~~be ~~an “emerging growth company” or~~ a “~~smaller reporting~~large ~~company.~~accelerated filer” ~~Specifically,~~as ~~similar~~defined ~~to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures~~ in ~~their~~Rule ~~filings;~~12b-2 ~~are~~under ~~exempt from~~ the ~~provisions~~Exchange ofAct, ~~Section 404~~or (biv) of the ~~Sarbanes-Oxley~~date ~~Act requiring that independent registered public accounting firms provide an attestation report~~ on ~~the~~ ~~effectiveness~~which ofwe ~~internal control over financial reporting; and~~ have ~~certain~~issued ~~other~~more ~~decreased~~than ~~disclosure~~$1.0 ~~obligations~~billion in ~~their~~non-convertible ~~Securities~~debt ~~and~~securities ~~Exchange~~during ~~Commission~~the ~~filings,~~prior ~~including,~~three-year ~~among other things, being required to provide only two years of audited financial statements in annual reports~~period.

~~Market and Industry Data~~ 1

~~This~~Recent prospectus contains estimates, projections and other information concerning our industry, our business, and the markets for our products, including data regarding the estimated size of those markets and their projected growth rates, as well as market research, estimates and forecasts prepared by our management. Unless otherwise expressly stated, we obtained this industry, business, market and other data from publicly available information, reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry and general publications, government data and similar sources. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information based on various factors, including those discussed under the heading ‘Risk Factors” and elsewhere in this prospectus. We believe that these sources and estimates are reliable but have not independently verified them and cannot guarantee their accuracy or completeness. We caution you not to give undue weight to such projections, assumptions and estimates.Developments

~~Corporate Information~~The Merger

WeOn ~~were~~May 15, ~~incorporated~~2025, we inreported ~~Delaware~~that inour ~~January~~Board ~~2018~~of ~~under~~Directors ~~the name~~initiated ~~Maestro~~a ~~Sensors~~process ~~Inc~~to explore strategic alternatives to maximize stockholder value. OnAfter ~~August~~a comprehensive 3,review ~~2018~~of strategic alternatives, weon ~~changed~~November ~~our~~6, ~~name~~2025, towe ~~Movano~~entered ~~Inc.~~into ~~Our~~the ~~principal~~Merger ~~executive~~Agreement, ~~offices~~by ~~are~~and ~~located~~among atthe Company, ~~6200~~Merger ~~Stoneridge~~Sub ~~Mall~~and ~~Rd.~~Corvex, ~~Suite~~pursuant ~~300~~to which, ~~Pleasanton~~among other matters, CAand ~~94588~~subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and ~~our~~into ~~telephone~~Corvex, ~~number~~with isCorvex ~~(415)~~continuing ~~651~~as a wholly-~~3172.~~owned ~~Our~~subsidiary ~~website~~of ~~address~~the ~~is www~~Company.~~movano.com.~~ Following ~~The~~the ~~information~~Merger, ~~contained~~the ~~on,~~Company orwill ~~accessible~~be ~~through~~renamed Corvex, ~~our~~Inc. ~~website~~and is ~~not~~referred ~~incorporated~~to byherein ~~reference~~as ~~into~~the ~~this~~“combined ~~prospectus,~~company.“The transaction ~~and~~was ~~you~~unanimously ~~should~~approved ~~not~~by ~~consider~~the ~~any~~boards ~~information~~of ~~contained~~directors of both companies and is expected to close in the first quarter of 2026, orsubject to ~~that~~satisfaction ~~can~~of becustomary ~~accessed~~closing ~~through~~conditions, ~~our~~including ~~website~~the asapproval ~~part~~ of ~~this~~our ~~prospectus or~~stockholders inat ~~deciding~~a ~~whether~~special meeting to ~~purchase~~be ~~our~~scheduled ~~common~~in ~~stock~~due course.

~~Qualified~~In ~~Small~~connection ~~Business~~with entry into the Merger Agreement, we entered into (i) a Preferred Stock Subscription Agreement (the “Series A Subscription Agreement”), dated November 6, 2025, with the investors party thereto (the “Series A Purchasers”), pursuant to which, we sold 3,000 shares of Series A Preferred 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 “Bridge Financing”) and filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, with respect to our Series A Preferred Stock and (ii) the Purchase Agreement and ChEF registration rights agreement (the “ChEF Registration Rights Agreement”), each dated November 6, 2025, with Chardan related to the Facility. In addition and in connection with the entry into of the Merger Agreement, Corvex entered into private placement transactions with investors party thereto, pursuant to which it raised $37.1 million of equity capital (the “Corvex Private Placement”).

We believe that upon the close of this offering (i) we will be an “eligible corporation” as defined in Section 1202(e)(4) of the Internal Revenue Code of 1986, as amended, or Code, (ii) we will not have made any purchases of our own stock during the one-year period preceding the closing having an aggregate value exceeding 5% of the aggregate value of all our stock as of the beginning of such period and (iii) our aggregate gross assets, as defined by Code Section 1202(d)(2), at no time and through the closing will have exceeded or will exceed $50 million, taking into account the assets of any corporations required to be aggregated with us in accordance with Code Section 1202(d)(3). As such, we believe that the common stock offered hereby should be “qualified small business stock” pursuant to Code Section 1202(c). Certain prospective purchasers may be eligible for an exemption from federal income tax on capital gains with respect to “qualified small business stock” held for more than five years. For such exemption to apply to such purchaser, we will have to meet certain active business tests during substantially all of the prospective purchaser’s holding period, which tests may be impacted by our future operations and our utilization of the proceeds of this offering. We cannot assure that we will meet all or any of such tests during substantially all of a prospective purchaser’s holding period. Prospective purchasers should consult their own tax advisors with regard to the applicability or interpretation of Section 1202 of the Code.Corvex

Corvex is an AI cloud computing company specializing in GPU accelerated infrastructure for AI workloads. Corvex’s mission is to become the trusted infrastructure partner for AI model training and inference.

Corvex’s platform allows organizations to leverage the advantage of AI by providing secure, scalable, and cost-efficient computational resources. Corvex’s infrastructure leverages advanced GPU-accelerated compute clusters, high-throughput storage systems and layered architecture to provide enhanced security, consistent performance and efficiency at scale.

Corvex provides a range of capabilities, including:

●

AI Factories and GPU Clusters: GPU and CPU computing, storage, and networking, with a focus on AI model training and inference, deployed and operated with engineering excellence deployable at up to AI factory scale. Delivered with managed Kubernetes or as bare metal, deployments can be operated on-premise or in multi- or single-tenant configurations that are compliant with the HIPAA and SOC2.

●

Confidential Computing: Confidential computing is designed to protect customers’ valuable intellectual property and enhance compliance with data security mandates. Hardware-backed TEEs, memory encryption, and attestation are deployed to help safeguard confidential data in use.

●

Token Factory: Currently in development, Corvex’s Token Factory is a performance-tuned next-generation platform designed to offer customers increased token throughput and reduced per-token pricing on popular AI models.

Corvex’s capabilities are designed to capture the accelerating demand for AI infrastructure driven by global digital transformation, the proliferation of AI applications and the increasing complexity of enterprise workloads. Corvex’s competitive advantages include:

●

Enhanced Security. Confidential computing and the architectural flexibility to deliver on-premise as well as multi- or single-tenant configurations with up to nation-state grade physical security, offers customers enhanced protections for sensitive and regulated workloads.

●

Reliability and Scale. Corvex’s platform is engineered for reliable model training and inference at up to AI Factory scale. Corvex leverages high-performance GPUs, fast networking and storage, and proactive maintenance and monitoring, all housed in a data center with redundancy across multiple delivery facets, in order to deliver reliable service to customers. Corvex has been able to source data center capacity at up to AI Factory scale.

●

Improved Efficiency. Currently in development, Corvex’s Token Factory is designed to potentially lower the cost per token through Corvex’s proprietary inference engine that accelerates tokens per second on popular open source AI models.

The Purchase Agreement

On November 6, 2025, we entered into the Purchase Agreement with Chardan pursuant to which we may issue and sell to Chardan, from time to time, up to the lesser of (i) $1,000,000,000 in aggregate gross purchase price of newly issued shares of our Common Stock, and (ii) the Exchange Cap (as defined below), subject to certain conditions and limitations set forth in the Purchase Agreement (the “Total Commitment”).

Also, on November 6, 2025, we entered into the ChEF Registration Rights Agreement. Pursuant to our obligations under the ChEF Registration Rights Agreement, we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act an aggregate of up to 110,000,000 shares of our Common Stock that may be issued to Chardan as part of the Total Commitment under the Purchase Agreement.

~~THE~~We do not have the right to commence any sales ~~OFFERING~~of our Common Stock to Chardan under the Purchase Agreement until all of the conditions set forth in the Purchase Agreement have been satisfied, including that the SEC has declared effective the registration statement that includes this prospectus registering the resale of the shares being issued and sold to Chardan as part of the Total Commitment (such date on which all of such conditions are satisfied, the “Commencement Date”). Thereafter, we may, from time to time, with the prior written consent of Corvex prior to the closing of the Merger, for a period of three (3) years from the Commencement Date, on any trading day that we select (so long as the time of delivery of such purchase notice is delivered in accordance with the Purchase Agreement), direct Chardan to purchase up to $1,000,000,000 in aggregate gross purchase price of shares of Common Stock.

Common Stock Offered By Us	shares
Common Stock Outstanding After This Offering	shares (1)(2)
Over-allotment Option	We have granted the underwriter the option to purchase up to an additional shares from us at the public offering price, less the underwriting discount, within days of the date of this prospectus, to cover over-allotments, if any.
Use of Proceeds	We estimate that the net proceeds from this offering will be approximately $[●] (or approximately $[●] if the underwriter exercises in full its over-allotment option). We intend to use the net proceeds from this offering to fund product development and for working capital and other general corporate purposes. See “Use of Proceeds” for additional information.
Risk Factors	See the section entitled “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.
Proposed Nasdaq Capital Market symbol	MOVE

We will control the timing and amount of any sales of our Common Stock to Chardan under the Purchase Agreement, subject to the prior written consent of Corvex prior to the closing of the Merger, but not the timing and amount of any subsequent resales by the Selling Stockholder. The purchase price of the shares that may be sold to Chardan in regular purchases under the Purchase Agreement will be based on an agreed upon fixed discount to the market price of our Common Stock as computed pursuant to the terms of the Purchase Agreement.

We have the right to terminate the Purchase Agreement at any time after the Commencement Date, at no cost or penalty, upon forty-five (145) ~~The~~trading ~~number~~days’ ofnotice ~~shares~~to ofChardan. ~~our~~Chardan also ~~common~~has ~~stock~~the right to terminate the Purchase Agreement upon thirty (30) trading days’ prior written notice to us. The Purchase Agreement may be ~~outstanding~~terminated ~~after~~at ~~this~~any ~~offering~~time isby ~~based~~the onmutual ~~4,679,584~~written ~~shares~~consent of ~~common~~the ~~stock~~parties, ~~outstanding~~effective as of ~~September~~the ~~30,~~date ~~2020~~of such mutual written consent, ~~gives~~unless ~~effect~~provided tootherwise ~~the~~in ~~conversion~~such ofwritten ~~our~~consent. ~~outstanding~~There ~~shares~~are no restrictions on future financings, rights of ~~Series~~first Arefusal, participation ~~preferred~~rights, ~~stock~~penalties ~~and~~or ~~Series~~liquidated Bdamages ~~preferred~~in ~~stock~~the ~~and~~Purchase ~~outstanding~~Agreement ~~convertible~~or ~~notes~~ChEF atRegistration ~~September~~Rights 30Agreement, ~~2020~~except that we may not enter into anany ~~aggregate~~other “equity line of ~~[●]~~credit” ~~shares~~or “at the market offering” or other substantially similar continuous offering during the term of ~~our~~the ~~common~~Facility. Neither ~~stock,~~the Company nor Chardan may assign or transfer its rights and ~~excludes~~obligations under the ~~following:~~Purchase Agreement without the consent of the other party.

●If 1all of the 110,~~174~~000,~~168~~000 shares of our Common Stock offered by Chardan under this prospectus were issued and outstanding as of the date hereof, such shares would represent approximately: (i) 99.2% of ~~common~~the ~~stock~~total ~~issuable~~number ~~upon~~of shares of our Common Stock outstanding and approximately 99.3% of the ~~exercise~~total number of outstanding ~~warrants~~shares of Common Stock held by non-affiliates and (ii) 99.1% of the total voting power of all classes of our capital stock outstanding, atin aeach ~~weighted~~case ~~average~~as ~~exercise~~of ~~price~~the date hereof. If we elect to issue and sell more than the 110,000,000 shares offered under this prospectus to Chardan, which we have the right, but not the obligation, to do, we must first register the resale under the Securities Act of any $1such additional shares, which could cause additional substantial dilution to our stockholders.57 ~~per~~The ~~share;~~number of shares ultimately offered for resale by Chardan is dependent upon the number of shares we sell to Chardan under the Purchase Agreement.

●Under 3applicable rules of the Nasdaq Stock Market,~~947~~ in no event may the Company issue or sell to Chardan under the Purchase Agreement any shares of its Common Stock to the extent the issuance of such shares of Common Stock,~~678~~ when aggregated with all other shares of ~~our~~Common ~~common~~Stock ~~stock~~issued ~~issuable~~pursuant ~~upon~~to the ~~exercise~~Purchase Agreement, would cause the aggregate number of ~~outstanding~~shares ~~stock~~of ~~options~~Common Stock issued pursuant to the Purchase Agreement to exceed 19.99% of the shares of all classes of our ~~Omnibus~~Common ~~Incentive~~Stock ~~Plan~~outstanding atimmediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap or (ii) the average price per share paid by the Selling Stockholder for all of the shares of Common Stock that we direct the Selling Stockholder to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds the lower of (a) the ~~weighted~~official closing price of our Common Stock on Nasdaq immediately preceding the execution of the Purchase Agreement and (b) the average ~~exercise~~official closing price of our Common Stock on Nasdaq for the five consecutive trading days immediately preceding the execution of $0the Purchase Agreement, in either case so that the Exchange Cap limitation will not apply to issuances and sales of Common Stock pursuant to the Purchase Agreement.43 At ~~per~~a ~~share;~~special stockholders’ meeting of the Company held on December 16, 2025, our stockholders approved the sale of shares of Common Stock under the Purchase Agreement in excess of the Exchange Cap.

●The ~~412~~Purchase Agreement also prohibits us from directing Chardan to purchase any shares of Common Stock if those shares,~~322~~ when aggregated with all other shares of our ~~common~~Common ~~stock~~Stock ~~reserved~~then beneficially owned by Chardan and its affiliates, would result in Chardan and its affiliates having beneficial ownership of more than 4.99% of the then total outstanding shares of our Common Stock, as calculated pursuant to Section 13(d) the Exchange Act, and Rule 13d-3 thereunder, which limitation we refer to as the “Beneficial Ownership Limitation.” Notwithstanding the foregoing limitation, it would be possible for ~~future~~us ~~issuance~~to ~~under~~sell more than 4.99% of our ~~Omnibus~~outstanding ~~Incentive~~shares ~~Plan;~~of Common Stock to Chardan on any given day if, during the course of such day, Chardan sold the shares of Common Stock acquired by it such that it no longer owned 4.99% of our outstanding shares of Common Stock and we submitted, and Chardan accepted, an additional purchase notice; provided that, in no event, would Chardan own more than 4.99% of our outstanding shares of Common Stock at any one time.

●The issuance of our shares of Common Stock to the Selling Stockholder pursuant to the Purchase Agreement will not affect the rights or privileges of our ~~common~~existing ~~stock~~stockholders, ~~issuable~~except that ~~upon~~the ~~exercise~~economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the ~~underwriter~~number ~~warrant~~of shares of Common Stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuance to Chardan. For more detailed information regarding the Purchase Agreement, see the section entitled “The Committed Equity Financing.”

~~(2)~~Information ~~Except~~Regarding asour ~~otherwise indicated herein, all information in this prospectus assumes or gives effect to:~~Capitalization

●As ~~the conversion~~ of ~~our~~September ~~outstanding~~30, ~~shares~~2025, ofwe ~~Series~~had A834,908 ~~preferred~~shares of ~~stock~~Common ~~and~~Stock ~~Series~~issued ~~B preferred stock~~ and outstanding. ~~convertible~~Additional ~~notes~~information atregarding ~~September~~our ~~30,~~issued ~~2020~~and ~~into~~outstanding ansecurities ~~aggregate~~may ofbe ~~[●]~~found ~~shares~~under “Description of ~~our~~Capital ~~common stock immediately prior to the completion of this offering;~~Stock.”

● the adoption of our Third Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws in connection with the consummation of this offering; and

● no exercise of the underwriter’s over-allotment option.

~~SUMMARY SELECTED~~Risk ~~FINANCIAL~~Factor ~~DATA~~Summary

~~The~~Risks ~~following~~Related tables set forth a summary of our historical financial data at, and for the period ended on, the dates indicated. We have derived the balance sheet data as of December 31, 2019 and 2018 and the statements of operations data for the year ended December 31, 2019 and the period from January 30, 2018 (Inception) to ~~December~~This ~~31,~~Offering ~~2018 from our audited financial statements included in this prospectus. We have derived the statements of operations data for the nine months ended September 30, 2020~~ and ~~2019~~Ownership from our unaudited interim financial statements included in this prospectus. You should read this data together with our financial statements and related notes appearing elsewhere in this prospectus and the section of ~~this~~Our ~~prospectus~~Common ~~entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”~~Stock

~~Statement~~● It is not possible to predict the actual number of ~~Operations~~shares ~~Data~~of our Common Stock, if any, we will sell under the Purchase Agreement, or the actual gross proceeds resulting from those sales.

				Period from
				January 30, 2018
	Year Ended			(Inception) to			Nine Months Ended
	December 31,			December 31,			September 30
	2018			2019			2020			2019
							(Unaudited)
	(in thousands, except share and per share data)
Operating expenses:
Research and development	$	6,515		$	2,889		$	6,460		$	4,940
General and administrative		1,997			607			1,477			1,232
Total operating expenses		8,512			3,496			7,937			6,172
Loss from operations		(8,512	)		(3,496	)		(7,937	)		(6,172	)
Other income (expense), net		72			8			(168	)		45
Net loss and comprehensive loss		(8,440	)		(3,488	)		(8,105	)		(6,127	)
Accretion and dividends on redeemable convertible preferred stock		(6,041	)		(2,278	)		(6,396	)		(4,216	)
Net loss attributable to common stockholders	$	(14,481	)	$	(5,766	)	$	(14,501	)	$	(10,343	)
Net loss per share attributable to common stockholders, basic and diluted (1)	$	(9.18	)	$	—		$	(5.22	)	$	(7.70	)
Shares used in computing net loss per share attributable to common stockholders, basic and diluted		1,577,714			—			2,777,510			1,343,857
Pro forma net loss per share, basic and diluted, attributable to common stockholders (unaudited)(1)		[●]						[●]
Weighted average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted		[●]						[●]

	●	Investors who buy shares of Common Stock at different times will likely pay different prices.

~~(1)~~● ~~See~~The ~~Notes~~sale 3 and 12issuance toof our ~~audited~~Common ~~financial~~Stock ~~statements~~will ~~and~~cause ~~Notes~~dilution ~~3 and 13~~ to our ~~unaudited~~existing ~~condensed~~stockholders ~~financial~~and ~~statements~~could ~~included~~cause ~~elsewhere~~the inprice ~~this prospectus for an explanation~~ of ~~the~~our ~~method~~Common ~~used~~Stock to ~~calculate historical and pro forma basic and diluted net loss per share attributable to common stockholders~~decline.

~~Balance~~● ~~Sheet~~You ~~Data~~may experience future dilution as a result of future equity offerings.

	December 31,						September 30, 2020
	2019			2018			(Unaudited)
	(in thousands)
Assets
Cash and cash equivalents	$	4,291		$	3,175		$	7,582
Prepaid expenses and other current assets		222			—			715
Property and equipment, net		51			49			41
Other assets		323			181			402
Total assets	$	4,887		$	3,405		$	8,740
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit
Accounts payable	$	15		$	7		$	156
Other current liabilities		843			363			653
Convertible promissory notes, net		—			—			10,876
Derivative liability		—			—			397
Warrant liability		32			21			30
Other noncurrent liabilities		—			—			495
Total liabilities		890			391			12,607
Redeemable convertible preferred stock		23,904			8,596			30,300
Common stock		—			—			—
Stockholders’ deficit		(19,907	)		(5,582	)		(34,167	)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit	$	4,887		$	3,405		$	8,740

●

We may use proceeds from sales of our Common Stock in ways with which you may not agree or in ways which may not yield a significant return.

Risks Related to The Merger

●

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

●

The market price of our Common Stock after the Merger may be affected by factors different from those currently affecting the market price of our Common Stock.

●

While the Merger Agreement is in effect, the Company and Corvex are subject to restrictions on their respective business activities, which may materially adversely affect each of their businesses, results of operations and financial conditions.

●

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

●

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

	●	The historical financials of Corvex and the Company as provided in this prospectus may not be an indication of the future financial condition or results of operations of Corvex, the Company or the combined company following the consummation of the Merger.

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

●

The expected dilution caused by the issuance of shares of our Common Stock in connection with the merger may adversely affect the market price of our Common Stock.

Risks Related to Corvex

●

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

●

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

●

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

●

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

●

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

●

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

~~RISK FACTORS~~● Failure by Corvex’s customers to continue to use its platform to support AI use cases in their systems, or its ability to keep up with evolving AI technology requirements and regulatory frameworks, could have a material adverse effect on its business, operating results, financial condition, and prospects.

~~An investment~~● inCorvex’s ~~our~~operations ~~common~~require ~~stock~~substantial iscapital ~~speculative~~expenditures, and ~~involves~~will arequire ~~high~~additional ~~degree~~capital ofto ~~risk~~fund its business and growth, ~~including~~and ~~the~~any ~~risk~~inability ofto agenerate ~~loss~~or ofobtain ~~your~~such ~~entire investment.~~capital ~~You~~on ~~should~~acceptable ~~carefully~~terms, ~~consider~~if ~~the~~at ~~risks~~all, ~~and~~or ~~uncertainties~~to ~~described~~lower ~~below~~its ~~and~~cost ~~the~~of ~~other~~capital, ~~information~~may ~~contained~~adversely inaffect ~~this prospectus~~its ~~before~~business, ~~purchasing~~operating ~~any~~results, ~~common~~financial ~~stock~~condition, and prospects.

~~The risks~~● ~~set~~Corvex’s ~~forth~~operating ~~below~~results ~~are not the only ones facing our Company. Additional risks and uncertainties~~ may ~~exist~~fluctuate ~~that could also adversely affect our business~~significantly, ~~operations~~which ~~and~~could ~~prospects.~~make Ifits ~~any~~future ofresults ~~the~~difficult ~~following risks actually materialize, or if additional risks and uncertainties that are not presently known~~ to uspredict ~~or that we currently deem immaterial later materialize, our business, financial condition, prospects~~ and~~/or~~ ~~operations~~ could ~~suffer.~~cause Inits ~~such~~operating ~~event,~~results ~~the~~to ~~value~~fall ofbelow ~~your investment could decline, and you could lose all or a substantial portion of the money that you pay for the common stock~~expectations.

~~The risks~~● ~~discussed~~Corvex ~~below~~faces ~~include~~intense ~~forward-looking~~competition ~~statements,~~ and ~~our~~could ~~actual~~lose ~~results~~market ~~may~~share ~~differ~~to ~~substantially~~its ~~from~~competitors, ~~those~~which ~~discussed in~~would ~~these~~adversely ~~forward-looking~~affect ~~statements.~~its ~~See~~business, ~~“Special~~operating ~~Note~~results, ~~Regarding~~financial ~~Forward-Looking~~condition, ~~Statements~~ and ~~Other Information Contained in this Prospectus~~prospects.”

~~Risks Related~~● A network or data security incident against Corvex, or its third-party providers, whether actual, alleged, or perceived, could harm its reputation, create liability and regulatory exposure, and adversely impact its business, operating results, financial condition, and prospects. ● Any failure of Corvex’s information technology (“IT”) systems or those of one or more of its IT service providers, business partners, vendors, suppliers, or other third-party service providers, or any other failure by such third parties to ~~Our~~provide ~~Business~~services to it may negatively impact its relationships with customers and harm its business. ● If Corvex is unable to attract new customers, retain existing customers, and/or expand sales of its platform, solutions, and services to such customers, it may not achieve the growth it expects, which would adversely affect its business, operating results, financial condition, and prospects.

~~We are~~● aIf ~~recently-formed~~Corvex is unable to successfully build, ~~start-up~~expand, ~~development-stage~~and ~~technology~~deploy ~~company~~its ~~with~~sales noorganization ~~history~~in ofa ~~generating~~timely ~~revenue~~manner, ~~have~~or aat ~~history~~all, ~~of operating~~or ~~losses~~to successfully hire, retain, train, and wemotivate ~~may~~its ~~never~~sales ~~achieve~~personnel, orits ~~maintain~~growth ~~profitability~~and long-term success could be adversely impacted.

~~We are~~● aIf ~~technology~~Corvex ~~company~~does ~~that~~not ~~was~~or ~~formed~~cannot inmaintain ~~January~~the ~~2018.~~compatibility ~~We have a very limited operating history and have engaged in only limited research and development activities relating to our proposed technology. The likelihood~~ of ~~success~~its ofplatform ~~our~~with ~~business~~its ~~plan~~customers’ ~~must~~existing ~~be considered in light of the challenges~~technology, ~~substantial~~including ~~expenses, difficulties, complications and delays frequently encountered in connection with developing and expanding early~~third-~~stage~~party ~~businesses~~technologies ~~and~~that ~~the~~its ~~regulatory~~customers ~~and~~use ~~competitive environment~~ in ~~which~~their ~~we operate. Technology product development is a highly speculative undertaking~~businesses, ~~involves~~its abusiness ~~substantial~~may ~~degree~~be ofadversely ~~risk and is a capital-intensive business~~affected.

As● ofCorvex’s ~~September~~long-term ~~30,~~success ~~2020,~~may wein ~~had~~part andepend ~~accumulated~~on ~~deficit~~its ofability ~~approximately $34.2~~to ~~million.~~expand ~~Even assuming~~ the sale of ~~the~~its ~~common~~platform ~~stock in this offering, without additional capital our existing cash and cash equivalents will be insufficient~~ to ~~fully~~customers ~~fund~~located ~~our~~outside ~~business~~of ~~plan. We expect to continue to incur losses for~~ the ~~foreseeable~~United ~~future~~States, ~~and~~ ~~these losses will likely increase as we prepare for~~ and ~~begin~~such tointernational ~~commercialize~~operations ~~our~~would ~~first~~expose ~~product.~~it ~~Our ability~~ to ~~achieve~~risks ~~revenue-generating operations~~that ~~and,~~could ~~ultimately,~~have ~~achieve~~a ~~profitability~~material ~~will~~adverse ~~depend~~effect on ~~whether~~its ~~we can obtain additional capital when we need it~~business, ~~complete the~~operating ~~development of our technology~~results, ~~receive~~financial ~~regulatory approval of our technology~~condition, ~~potentially find strategic collaborators that can incorporate our technology into applications which can be successfully commercialized~~ and ~~achieve market acceptance~~prospects. There can be no assurance that we will ever generate revenues or achieve profitability. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.

We● ~~may~~If benegative ~~unable~~publicity toarises ~~continue~~with asrespect ato ~~going~~Corvex, ~~concern if~~its weemployees, doits ~~not~~third-party ~~successfully~~suppliers, ~~raise~~service ~~additional~~providers, ~~capital~~or onits ~~favorable~~partners, ~~terms~~its business, oroperating atresults, ~~all~~financial condition, orand ifprospects wecould ~~fail~~be toadversely ~~generate~~affected, ~~sufficient~~regardless ~~revenue from~~of ~~operations~~whether the negative publicity is true.

~~Primarily~~● asCorvex’s ~~a result of our lack of revenue, history of losses to date and our lack of liquidity, there is substantial uncertainty as to our~~ ability to ~~continue~~maintain ascustomer asatisfaction ~~going~~depends ~~concern.~~in Aspart ofon ~~September 30, 2020, we had total assets of approximately $8.7 million and total liabilities of approximately $12.6 million. We expect our operating costs to be substantial as we incur costs related to~~ the ~~development~~quality of ~~our~~its ~~proposed~~customer ~~technologies~~support and ~~products~~cloud ~~and~~operations ~~that we will operate at a loss for the foreseeable future~~services. AsCorvex’s ~~described~~failure ~~below under “Use of Proceeds,” we believe that the net proceeds from this offering, together with our current cash, will be sufficient~~ to ~~fund~~maintain the development and internal and external testing of our planned wearable product to the point where we are able to generate data that will enable us to submit to FDA the 510(k) clearance application for this product. However, the expected net proceeds from this offering are not expected to be sufficient for us to complete the development and commercialization of our proposed wearable product or the balance of our longhigh-~~term~~quality ~~business plan.~~customer ~~Our forecast of the period of time through which our financial resources will be adequate to~~ support ~~our operations is a forward-looking statement~~ and ~~involves~~cloud ~~risks~~operations ~~and~~services ~~uncertainties, and actual results~~ could ~~vary as a result of a number of factors, including the factors discussed elsewhere in this “Risk Factors” section. We~~ have ~~based~~an ~~this~~adverse ~~estimate~~effect on ~~assumptions that~~its ~~may~~business, ~~prove~~operating toresults, befinancial ~~wrong~~condition, and ~~we could utilize our available capital resources sooner than we currently expect~~prospects.

●

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

●

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

●

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

●

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

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

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

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

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

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

WeTHE do not have any prospective arrangements or credit facilities as a source of future funds after this offering, and 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. 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. However, we do not own any significant assets that we expect could serve as acceptable collateral for a bank or other commercial lender. 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.OFFERING

If we are unable to raise additional capital when needed, we may be required to curtail the development of our technology or materially curtail or reduce 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.

Common Stock outstanding before this offering		869,276 shares ⁽¹⁾

Common Stock offered by the Selling Stockholder		Up to 110,000,000 shares of Common Stock, consisting of the shares of Common Stock that we may elect, with the prior written consent of Corvex prior to the closing of the Merger, to issue and sell to the Selling Stockholder as part of the Total Commitment, from time to time and after the Commencement Date in accordance with the Purchase Agreement.

Plan of Distribution		Chardan will determine when and how it will dispose of any shares of our Common Stock acquired under the Purchase Agreement that are registered under this prospectus for resale. See “Plan of Distribution (Conflict of Interest).”

Common Stock to be outstanding after giving effect to this offering:		110,869,276 shares (assuming the issuance of all shares of Common Stock being offered in this prospectus)⁽¹⁾. The actual number of shares issued will vary depending on the sales prices in this offering.

Use of Proceeds		We will not receive any proceeds from the resale of shares of our Common Stock by Chardan. However, we may receive up to $1,000,000,000 in aggregate gross proceeds from Chardan under the Purchase Agreement in connection with sales of shares of our Common Stock to Chardan pursuant to the Purchase Agreement from time to time after the date of this prospectus. The actual proceeds we receive may be less than this amount (before being reduced for the discount to Chardan) depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold. We intend to use any proceeds from any sales of shares of our Common Stock to Chardan under the Facility, subject to prior written consent by Corvex prior to the closing of the Merger, for general corporate purposes. See “Use of Proceeds.”

Conflict of Interest		Chardan is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and is expected to act as an executing broker for the resale of shares of Common Stock in this offering. The receipt by Chardan of all the proceeds from resales of shares of Common Stock results in a “conflict of interest” under FINRA Rule 5121. Accordingly, such resales will be conducted in compliance with FINRA Rule 5121. To the extent that the shares of Common Stock do not have a “bona fide public market”, as defined in FINRA Rule 5121, a qualified independent underwriter will participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement. The Company has agreed with Chardan to cooperate and execute such documentation as may reasonably be required to engage a qualified independent underwriter if required by FINRA. Pursuant to FINRA Rule 5121, Chardan will not confirm resales of shares of Common Stock to any account over which it exercises discretionary authority without the prior written approval of the customer. Chardan acted as financial advisor to Corvex in connection with the Merger. Chardan acted as financial advisor to Movano with respect to the Bridge Financing and, in connection therewith, earned certain placement agent advisory fees in the aggregate amount of $150,000. See “Plan of Distribution (Conflict of Interest).”

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 marketing, distribution 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 efforts may never demonstrate the feasibility of any product.

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

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

● successfully implement or execute our current business plan, or that our business plan is sound;

● successfully develop the radio frequency (“RF”) based technology necessary to develop our planned wearable product having the functionality and characteristics we discuss herein;

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

● obtain any additional issued patents;

●Risk ~~successfully~~Factors ~~develop~~See ~~proprietary~~the ~~technology~~section ~~and~~titled ~~trade~~“Risk ~~secrets~~Factors” and ~~secure~~other ~~market~~information ~~exclusivity~~included in this prospectus, and~~/or~~ ~~adequate~~incorporated ~~intellectual~~by ~~property~~reference ~~protection~~herein, for ~~our~~a ~~products~~discussion byof ~~way~~factors ofyou ~~patent~~should ~~protection~~consider orcarefully ~~otherwise;~~before deciding to invest in our Common Stock.

●Nasdaq ~~successfully~~Capital ~~protect~~Market ~~any~~symbol ~~such proprietary technology and trade secrets from competitors and third parties claiming infringement or misappropriation;~~MOVE

●(1) ~~attract~~The ~~and~~number ~~retain~~of anshares ~~experienced~~of ~~management~~our ~~and~~common ~~advisory~~stock ~~team;~~to be outstanding after this offering is based on 869,276 shares of common stock outstanding as of December 5, 2025, and excludes the following:

● ~~raise~~an ~~sufficient~~estimated ~~funds~~46,596,711 inshares ~~the~~of ~~capital~~common ~~markets~~stock issuable to ~~effectuate~~Corvex ~~our~~security ~~business~~holders ~~plan,~~upon ~~including for~~ the ~~development~~consummation ~~and commercialization~~ of ~~our~~the ~~products.~~Merger;

~~If we~~● ~~cannot~~545,456 ~~successfully~~shares ~~execute any one~~ of ~~the~~common ~~foregoing,~~stock ~~our~~issuable ~~business~~upon ~~may~~the ~~not~~conversion ~~succeed~~of ~~and~~outstanding ~~your~~shares ~~investment~~of ~~will~~Series beA ~~adversely~~convertible ~~affected.~~preferred stock;

~~We face~~● ~~competition~~16,139 ~~from~~shares ~~other~~of ~~technology~~common ~~companies~~stock ~~and~~issuable ~~our~~upon ~~operating~~the ~~results~~exercise ~~will~~of ~~suffer~~outstanding ifpre-funded wewarrants, ~~fail~~at toan ~~compete~~exercise ~~effectively~~price of $0.15 per share;

~~The~~● ~~technology industry~~329,322 ~~generally,~~shares and the glucose and blood pressure monitoring and general wellness markets, in particular, are intensely competitive, subject to rapid change, and significantly affected by new product introductions and other market activities by industry participants. To compete successfully, we will need to demonstrate the advantages of ~~our~~common ~~products~~stock ~~and~~issuable ~~technologies~~upon ~~over well-established alternative solutions, products and technologies, as well as newer ones, and convince consumers and enterprises of~~ the ~~advantages~~exercise of ~~our~~outstanding ~~products and technologies. Traditional glucometers and blood pressure monitors remain an inexpensive alternative to our proposed wearable product. With respect to our planned wearable product~~warrants, weat ~~will face direct and indirect competition from~~ a ~~number~~weighted ofaverage ~~competitors~~exercise ~~who~~price ~~have developed or are developing products for continuous or periodic monitoring~~ of ~~glucose and blood pressure levels as well as general wellness, and we anticipate that other companies will develop additional competitive products in the future~~$87.32 Weper have existing competitors and potential new competitors, many of which have or will have substantially greater name recognition, financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals, and sales and marketing of approved products than we have. Mergers and acquisitions in the pharmaceutical, biotechnology and diagnostic industries may result in even more resources being concentrated among a smaller number of our competitors. Established competitors may invest heavily to quickly discover and develop novel technologies that could make obsolete or uneconomical the technology or the products that we plan to develop. Other small or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Any new product that we develop that competes with a competitor’s existing or future product may need to demonstrate compelling advantages in cost, convenience, quality, and safety to be commercially successful. In addition, new products developed by others could emerge as competitors to our proposed product development candidates. If our technology under development or our future products are not competitive based on these or other factors, our business would be harmed, and our financial condition and operations will suffer. For additional information regarding our competition, see the “Business – Competition” section of this prospectus.share;

~~The outbreak~~● 98,670 shares of ~~the~~our ~~novel~~common ~~strain~~stock ofissuable ~~coronavirus,~~upon ~~SARS-CoV-2,~~the ~~which~~exercise ~~causes~~of ~~COVID-19,~~outstanding ~~has~~stock ~~and~~options ~~could~~issued ~~continue~~pursuant to ~~adversely~~our ~~impact~~2019 ~~our business~~Omnibus Incentive Plan (the “Omnibus Incentive Plan”) at a weighted average exercise price of $134.65 per share;

~~Public health~~● ~~crises~~215 ~~such~~shares ~~as pandemics or similar outbreaks could adversely impact our business. In December 2019, a novel strain~~ of ~~coronavirus,~~ SARS-CoV-2, which causes coronavirus disease 2019 (“COVID-19”), surfaced in Wuhan, China. Since then, COVID-19 has spread to countries around the world and has been declared a pandemic by the World Health Organization. Beginning in February 2020, we undertook temporary precautionary measures to help minimize the risk of the virus to our ~~employees,~~common ~~including by~~stock ~~temporarily~~reserved ~~requiring most employees to work remotely, pausing all non-essential travel worldwide~~ for ~~our~~future ~~employees,~~issuance ~~and~~under ~~limiting employee attendance at industry events and in-person work-related meetings, to the extent those events and meetings are continuing. We also took certain actions to reduce~~ our ~~cash~~Omnibus ~~expenses~~Incentive and changed the way we worked with certain of our outside vendors in an effort to mitigate potential delays in our development programs caused by the effects the pandemic was having on the operations of such vendors. We may take additional measures, any of which could negatively affect our business. In addition, third-party actions taken to contain the spread and mitigate the public health effects of COVID-19 may negatively affect our business.Plan;

●

2,315 shares of our common stock issuable upon the exercise of outstanding stock options issued pursuant to our 2021 Employment Inducement Plan (the “Inducement Plan”) at a weighted average exercise price of $387.48 per share; and

●

11,018 shares of our common stock reserved for future issuance under our Inducement Plan.

~~As a~~RISK ~~result of the COVID-19 outbreak, or similar pandemics, we have and may in the future experience disruptions that could severely impact our business, including:~~FACTORS

●Investing ~~interruption~~in our securities involves a high degree of ~~attendance~~risk. atYou ~~industry~~should ~~events~~carefully ~~due~~consider tothe ~~limitations~~risks and uncertainties described under “Risk Factors” in our most recent annual report on ~~travel~~Form 10-K ~~imposed~~as supplemented or ~~recommended~~updated byin ~~federal~~any subsequently filed quarterly reports on Form 10-Q, any current report on Form 8-K, as well as any accompanying prospectus supplement, together with all of the other information included or ~~state~~incorporated by ~~governments~~reference in this prospectus and in any accompanying prospectus supplement, ~~employers~~including our financial statements and ~~others;~~related notes, before deciding whether to purchase our securities.

●Our ~~absenteeism~~business, orfinancial ~~loss~~condition and results of ~~employees~~operations atcould ~~the~~be ~~Company,~~materially orand atadversely ~~our~~affected ~~collaborator~~by ~~companies,~~any ~~due~~or toall ~~health~~of ~~reasons~~these risks or ~~government~~by ~~restrictions~~additional risks and uncertainties not presently known to us or ~~otherwise,~~that we currently deem immaterial that ~~are~~may ~~needed~~adversely toaffect ~~develop~~us in the future. The Company is supplementing the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, ~~validate~~2024, as amended (the “Form 10-K”) and ~~perform~~in ~~other~~its ~~necessary~~Quarterly ~~functions~~Reports on Form 10-Q for ~~our~~the ~~operations;~~quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, as amended (the “Forms 10-Q”) with the following risk factors. These risk factors should be read in conjunction with the risk factors included in the Form 10-K and the Forms 10-Q.

●Risks ~~government~~Related ~~responses, including orders that make it difficult for us~~ to ~~remain~~This ~~open~~Offering ~~for business,~~ and ~~other~~Ownership of ~~seen~~Our ~~and~~Common ~~unforeseen actions taken by government agencies;~~Stock

●It ~~equipment~~is ~~failures~~not possible to predict the actual number of shares of our Common Stock, ~~loss~~if any, we will sell under the Purchase Agreement, or the actual gross proceeds resulting from those sales or the dilution to you from those sales. Further, our inability to access a part or all of ~~utilities~~the ~~and~~amount available under the Purchase Agreement, in the absence of any other ~~disruptions~~financing ~~that~~sources, could ~~impact~~have ~~our~~a ~~operations~~material oradverse ~~render~~effect ~~them~~on ~~inoperable;~~our ~~and~~business.

●Pursuant ~~effects~~to the Purchase Agreement, the Selling Stockholder has committed to purchase up to $1,000,000,000 in aggregate gross purchase price of ashares ~~local~~of orCommon ~~global~~Stock ~~recession~~from orus, ~~depression~~subject to certain limitation and conditions set forth in the Purchase Agreement. The shares of our Common Stock that ~~could~~may ~~depress~~be ~~economic~~issued ~~conditions~~under ~~for~~the Purchase Agreement may be sold by us to the Selling Stockholder at our discretion from time to time over a ~~prolonged~~three (3) year period ~~and~~from the ~~limit~~date ~~access~~of tothe ~~capital~~Purchase byAgreement, commencing after the ~~Company~~satisfaction of certain conditions set forth in the Purchase Agreement, including that the SEC has declared effective the registration statement that includes this prospectus.

~~These and~~We ~~other~~generally ~~factors~~have ~~arising~~the ~~from~~right to control the ~~COVID-19~~timing and ~~pandemic~~amount ~~could~~of ~~worsen~~any insales ~~the~~of ~~United~~our ~~States~~Common orStock ~~locally~~to atthe Selling Stockholder under the ~~location~~Purchase Agreement. Sales of our ~~offices~~Common Stock, if any, orto the ~~offices~~Selling ofStockholder ~~our~~under ~~collaborator~~the ~~companies,~~Purchase ~~each~~Agreement ofwill ~~which~~depend ~~could~~upon ~~further~~market ~~adversely~~conditions ~~impact~~and ~~our~~other ~~business~~factors ~~generally~~to ~~and~~be ~~could~~determined ~~have~~by us. aWe ~~material~~may ~~adverse~~ultimately ~~impact~~decide onto ~~our~~sell ~~operations~~to ~~and~~the ~~financial~~Selling ~~condition~~Stockholder ~~and~~all, ~~results~~some or none of the Common Stock that may be available for us to sell pursuant to the Purchase Agreement.

IfBecause the purchase price per share of Common weStock ~~are~~to ~~not~~be ~~successful~~paid inby ~~attracting~~the ~~and~~Selling ~~retaining~~Stockholder ~~highly~~for ~~qualified~~the ~~personnel,~~Common Stock that we may ~~not~~elect beto ~~able~~sell to ~~successfully~~the ~~implement~~Selling Stockholder under the Purchase Agreement, if any, will fluctuate based on the market prices of our Common Stock at the time we make such election, it is not possible ~~business~~for ~~strategy.~~us Into ~~addition~~predict, as of the ~~loss~~date of this prospectus and prior to any such sales, the ~~services~~number of ~~our~~shares ~~founder~~of ~~would~~Common ~~adversely~~Stock ~~impact~~that ~~our~~we ~~business~~will ~~prospects~~sell to the Selling Stockholder under the Purchase Agreement, the purchase price per share that the Selling Stockholder will pay for the shares of Common Stock purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by the Selling Stockholder under the Purchase Agreement, if any.

~~Our ability~~The toSelling ~~implement~~Stockholder ~~our~~can ~~business~~resell, ~~plan~~under ~~depends~~this prospectus, inup ~~large~~to ~~part~~110,000,000 shares ~~upon~~of ~~our~~Common ~~ability~~Stock, towhich ~~attract~~is ~~and~~approximately ~~retain~~127 ~~highly~~times ~~qualified~~as ~~managerial and~~many ~~engineering~~shares ~~personnel.~~as Wethe ~~will~~869,276 shares of ~~need~~Common toStock ~~hire~~we ~~additional~~currently ~~personnel~~have asoutstanding. weIf ~~further~~all ~~develop~~of the 110,000,000 shares of our ~~products.~~Common ~~Competition~~Stock ~~for~~shares ~~skilled~~offered by the Selling ~~personnel~~Stockholder inunder ~~our~~this ~~market~~prospectus iswere ~~intense~~issued and ~~competition~~outstanding ~~for~~as ~~experienced~~of ~~engineers~~the ~~may~~date ~~limit~~hereof, such shares would represent approximately: (i) 99.2% of the total number of shares of our ~~ability~~Common toStock ~~hire~~outstanding and ~~retain~~approximately ~~highly~~99.3% ~~qualified~~of the total number of outstanding shares of Common ~~personnel~~Stock onheld ~~acceptable~~by ~~terms~~non-affiliates and (ii) 99.1% ~~Despite~~of ~~our~~the ~~efforts~~total tovoting ~~retain~~power ~~valuable~~of ~~employees,~~all ~~members~~classes of our ~~management~~capital ~~and~~stock ~~engineering~~outstanding, ~~teams~~in each case ~~may~~as ~~terminate~~of ~~their~~the ~~employment~~date ~~with~~hereof. usEven onif ~~short~~we ~~notice.~~elect ~~The~~to ~~loss~~sell to the Selling Stockholder all of the ~~services~~110,000,000 shares of ~~any~~Common Stock being registered for resale under this prospectus, depending on the market price of our ~~executive~~Common ~~officers~~Stock orat ~~other~~the ~~key employees~~time ~~could~~we ~~potentially~~elect ~~harm~~to ~~our~~sell ~~business,~~shares ~~operating~~to ~~results~~the orSelling Stockholder ~~financial~~pursuant ~~condition.~~to Inthe ~~particular~~Purchase Agreement, wethe ~~believe~~actual ~~that~~gross proceeds from the ~~loss~~ sale of all such shares may be substantially less than the ~~services~~amount ofavailable ~~our~~to ~~founder~~us under the Purchase Agreement, ~~Michael~~which ~~Leabman~~could materially and adversely affect our liquidity position. Further, if ~~would~~we ~~have~~are unable to access all or a ~~material~~portion ~~adverse~~of ~~effect~~the onamount available under the Purchase Agreement to meet our ~~business.~~liquidity ~~Currently~~needs, we domay be ~~not~~required ~~maintain key~~to ~~man~~seek ~~insurance~~other ~~policies~~financing ~~with~~sources ~~respect~~and toutilize ~~any~~more costly and time-consuming means of accessing the capital markets, which could have a material adverse effect on our ~~executive~~business, ~~officers~~liquidity orand ~~employees~~cash position.

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

~~We are~~If ~~subject~~it becomes necessary for us to ~~risks~~issue ~~associated~~and sell to the Selling Stockholder under the Purchase Agreement more than the 110,000,000 shares of Common Stock being registered for resale by the Selling Stockholder under the registration statement that includes this prospectus, then, in accordance with the terms of the Purchase Agreement, we must first file with the SEC one or more additional registration statements to register the resale by the Selling Stockholder of any such additional shares of our ~~utilization~~Common Stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional shares of ~~consultants~~our Common Stock to the Selling Stockholder under the Purchase Agreement. The number of shares of Common Stock ultimately offered for resale by the Selling Stockholder through this prospectus is dependent upon the number of shares of Common Stock, if any, we elect to sell to the Selling Stockholder pursuant to the terms of the Purchase Agreement.

~~To improve~~Investors ~~productivity~~who ~~and~~buy ~~accelerate~~shares ~~our development efforts while we build out our own engineering team, we use experienced consultants to assist in selected business functions, including the development~~ of ~~our~~Common ~~integrated circuits. We take steps to monitor and regulate~~Stock the performance of these independent third parties. However, arrangements with third party service providers may make our operations vulnerable if these consultants fail to satisfy their obligations to us as a result of their performance, changes in their own operations, financial condition or other matters outside of our control. Effective management of our consultants is important to our business and strategy. The failure of our consultants to perform as anticipated could result in substantial costs, divert management’s attention from ~~other~~the ~~strategic~~Selling ~~activities~~Stockholder orat ~~create~~different ~~other~~times ~~operational~~will orlikely ~~financial~~pay ~~problems~~different ~~for us~~prices. Terminating or transitioning arrangements with key consultants could result in additional costs and a risk of operational delays, potential errors and possible control issues as a result of the termination or during the transition.

WePursuant to the Purchase Agreement, we have discretion, ~~will~~to ~~need~~vary the timing, price and number of shares of Common Stock we sell to ~~grow~~the Selling Stockholder. If and when we elect to sell shares of Common Stock to the ~~size~~Selling Stockholder pursuant to the Purchase Agreement, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or none of ~~our~~such ~~organization~~shares at any time or from time to time in its sole discretion and at different prices. As a result, investors who purchase shares from the Selling Stockholder in this offering at different times will likely pay different prices for those shares, and weso may experience ~~difficulties~~different levels of dilution and in ~~managing~~some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this ~~growth~~offering as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to the Selling Stockholder under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangements with the Selling Stockholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

~~As we~~The ~~expand~~sale ~~our activities, there will be additional demands on our financial, technical, operational~~ and ~~management~~issuance ~~resources. To~~of ~~manage~~ our ~~anticipated~~Common ~~future growth, we must continue to implement and improve our financial, technical, operational and management~~Stock ~~systems and continue~~ to ~~recruit~~the ~~and~~Selling ~~train~~Stockholder ~~additional~~will ~~qualified~~cause ~~personnel.~~dilution ~~Due~~ to our ~~limited~~existing ~~financial~~stockholders, ~~resources~~ and ~~operating history,~~the wesale ~~may~~of ~~not be able to effectively manage~~ the ~~expansion~~shares of ~~our~~Common ~~operations~~Stock oracquired ~~recruit~~by ~~and train additional qualified personnel.~~the ~~The~~Selling ~~expansion~~Stockholder ofand/or ~~our~~other ~~operations~~stockholders, ~~may~~or ~~lead~~the toperception ~~significant~~that ~~costs~~such ~~and~~sales may ~~divert~~occur, ~~our management and business development resources. Any inability to manage growth~~ could ~~delay~~cause the ~~execution~~price of our ~~business~~Common ~~plans~~Stock to ~~or disrupt our operations~~decline.

WeSales of a substantial number of shares of our ~~may~~Common ~~acquire~~Stock ~~businesses~~in orthe ~~products~~public market could occur at any time, orsubject ~~form~~to ~~strategic~~the ~~alliances~~restrictions and limitations described below. If our stockholders sell, inor the ~~future~~market perceives that our stockholders intend to sell, ~~and~~substantial weamounts ~~may~~of ~~not~~our ~~realize~~Common Stock in the ~~benefits~~public market following this offering, the market price of ~~such~~our ~~acquisitions~~Common Stock could decline significantly.

~~We may~~The ~~acquire~~Selling ~~additional~~Stockholder ~~businesses~~can orresell, ~~products~~under this prospectus, ~~form~~up ~~strategic~~to ~~alliances~~110,000,000 shares orof ~~create~~Common ~~joint~~Stock. ~~ventures~~If ~~with~~all ~~third~~of ~~parties~~the ~~that~~110,000,000 shares weof ~~believe will~~our ~~complement~~Common orStock ~~augment~~offered ~~our~~by ~~existing~~the ~~business.~~Selling Stockholder Ifunder wethis ~~acquire~~prospectus ~~businesses~~were ~~with~~issued ~~promising~~and ~~markets~~outstanding oras ~~technologies~~of the date hereof, wesuch ~~may~~shares ~~not~~would represent approximately: (i) 99.2% beof ~~able~~the tototal ~~realize~~number of shares of our Common Stock outstanding and approximately 99.3% of the ~~benefit~~total number of ~~acquiring~~outstanding ~~such~~shares ~~businesses~~of ifCommon Stock weheld ~~are~~by ~~unable~~non-affiliates toand ~~successfully~~(ii) 99.1% ~~integrate~~of ~~them~~the ~~with~~total voting power of all classes of our ~~existing~~capital stock outstanding, in each case ~~operations~~as ~~and~~of ~~company~~the ~~culture~~date hereof. WeAfter the Selling Stockholder has acquired the shares, the Selling Stockholder may ~~encounter~~resell ~~numerous~~all, ~~difficulties~~some, or none of those shares at any time or from time to time in ~~developing~~its discretion. Therefore, ~~manufacturing~~sales ~~and~~to ~~marketing~~the ~~any~~Selling ~~new~~Stockholder ~~products~~by us could result in substantial ~~resulting~~dilution ~~from~~to the interests of other holders of our Common Stock. Additionally, sales of a ~~strategic~~substantial ~~alliance~~number orof ~~acquisition~~our ~~that~~shares ~~delay~~of orCommon ~~prevent~~Stock in usthe ~~from~~public ~~realizing~~market ~~their~~by ~~expected~~the ~~benefits~~Selling Stockholder and/or ~~enhancing~~ by our ~~business.~~other Weexisting ~~cannot~~stockholders, ~~assure~~or ~~you~~the perception that, ~~following~~those ~~any~~sales ~~such~~might ~~acquisition~~occur, could wedepress ~~will~~the ~~achieve~~market ~~the~~price ~~expected~~of ~~synergies~~our shares of Common Stock and could impair our ability to ~~justify~~raise capital through the sale of additional ~~transaction~~equity securities in the future at a time and at a price that we might otherwise wish to effect sales.

We received funds from the Paycheck Protection Program enacted by Congress under the Coronavirus Aid, Relief and Economic Security Act, which funds must be repaid if we do not meet the criteria for forgiveness established by the U.S. Small Business Administration.

On May 27, 2020, we obtained a loan in the amount of approximately $351,000 (“PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) that was signed into law in March 2020. In accordance with the PPP, we are permitted to use the PPP Loan proceeds to fund designated expenses, including certain payroll costs, rent, utilities and other permitted expenses. The PPP Loan is evidenced by a promissory note (“PPP Note”), dated effective May 27, 2020. The PPP Loan is unsecured with a 2-year term, matures on May 27, 2022, and bears interest at a rate of 1.00% per annum, payable monthly commencing on November 27, 2020, following an initial deferral period as specified under the PPP. Under the terms of the PPP, the PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. In addition, up to the entire amount of principal and accrued interest may be forgiven to the extent the PPP Loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration (“SBA”) under the PPP (including that at least 60% of such loan funds are used for payroll). Although we believe our use of the PPP Loan proceeds met the conditions for forgiveness of the loan and expect the loan to be forgiven, we cannot assure you that the PPP Loan will be forgiven, or that we will not take actions that could cause the PPP Loan to be ineligible for forgiveness, in whole or in part.

Risks Related to Product Development, Manufacturing and Commercialization

We are highly dependent on the success of our proposed wearable product and cannot give any assurance that it will receive regulatory approval or clearance or be successfully commercialized.

We are highly dependent on the success of our initial wearable product under development. There is no guarantee that we will be successful in the development of this or any other future product. Our proposed wearable product will require substantial additional clinical development, extensive preclinical testing and clinical trials in order to receive regulatory clearance or approval. We cannot give any assurance that our proposed wearable product will receive regulatory clearance or approval or be successfully commercialized. Any failure to obtain regulatory clearance or approval of or to successfully commercialize the proposed wearable product would have a material adverse effect on our business.

~~We will~~You ~~depend~~may onexperience ~~third~~future ~~parties~~dilution toas ~~design, manufacture, market and distribute our products. If any third party fails to successfully~~a ~~design,~~result ~~manufacture, market or distribute any~~ of ~~our~~future ~~products,~~equity ~~our business will be materially harmed~~offerings.

~~We expect~~In order to ~~depend~~raise onadditional ~~strategic~~capital, ~~partners~~we ~~such~~may at asany ~~third-party~~time, ~~original~~including ~~equipment~~during ~~manufacturers~~the ~~(“OEMs”)~~pendency of this offering, ~~value-added resellers~~offer ~~(“VARs”)~~additional ~~and~~shares of our Common Stock or other ~~distributors~~securities toconvertible into ~~complete~~or exchangeable for our Common Stock at prices that may not be the ~~design,~~same ~~manufacture,~~as ~~market~~the ~~and~~price ~~distribute~~per ~~our~~share ~~product~~in ~~under development~~this offering. We may sell shares or other ~~future~~securities ~~products.~~in Ifany ~~these~~other ~~strategic~~offering ~~partners~~at ~~fail~~a toprice ~~successfully~~per ~~complete~~share that is less than the ~~design,~~price ~~manufacture,~~per ~~market~~share paid by investors in this offering, and investors purchasing shares or ~~distribute~~other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our ~~product~~Common ~~under~~Stock, ~~development~~or securities convertible or ~~other~~exchangeable ~~future~~into ~~products~~Common Stock, ~~our~~in ~~business~~future transactions ~~will~~may be ~~materially~~higher ~~harmed~~or lower than the price per share paid by investors in this offering.

~~The products~~We ~~that we intend to develop are complex and will require the integration of a number of components that are themselves complex. In light of this complexity, we expect that we~~ may ~~determine~~use ~~not~~proceeds tofrom ~~complete~~sales ~~the design~~ of or manufacture these products ourselves and instead develop relationships with suitable third-party OEMs to complete these tasks. Similarly, we do not anticipate building a sales or marketing function and instead expect that our ~~products under development will be marketed and sold through~~Common ~~strategic~~Stock ~~partners~~made ~~such~~pursuant ~~as OEMs, VARs or other distributors. We do not currently have a relationship with any OEM, VAR or other distributor, and may never be able~~ to ~~find~~the ~~any~~Purchase ~~OEMs,~~Agreement ~~VARs~~in orways ~~other distributors that are willing to work~~ with uswhich onyou acceptable terms, or at all. We will have limited control over the efforts and resources that any third-party OEMs, VARs and other distributors would devote to designing, manufacturing, marketing or distributing our products under development. An OEM may not beagree ~~able to successfully design and manufacture our products and such failure by an OEM could substantially harm the value of our business. Similarly, the OEMs, VARS~~ or ~~other~~in ~~distributors~~ways wewhich ~~engage with to market and sell our product under development~~ may not beyield ~~successful at~~a ~~marketing~~significant ~~and selling such product~~return. ~~If we cannot find suitable strategic partners or our strategic partners do not perform as expected, our potential for revenue may be dramatically reduced and our business could be harmed.~~

~~Our~~We will have broad discretion over the use of ~~business~~proceeds from sales of our Common Stock made pursuant to the Purchase Agreement, including for any of the purposes described in the section entitled “Use of Proceeds,” and ~~operations~~you ~~would~~will ~~suffer~~not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. While we expect to use the net proceeds from this offering as set forth in “Use of Proceeds,” we are not obligated to do so. Because of the ~~event~~number and variability of ~~system~~factors ~~failures~~that will determine our use of the net proceeds, their ultimate use may vary substantially from their currently intended use. The failure by us to apply these funds effectively could harm our business, and the net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our Common Stock.

~~Our computer~~Risks ~~systems,~~Related ~~as well as those of our contractors and consultants, are vulnerable~~ to damage from computer viruses, unauthorized access, natural disasters (including earthquakes), terrorism, war and telecommunication and electrical failures. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our development programs. In the ordinary course of our business, we collect and store sensitive data, including intellectual property, proprietary business information, personal data and personally identifiable information of our clinical trial subjects and employees, on our networks. The secure processing, maintenance and transmission of this information is critical to our operations. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or internal bad actors, or breached due to employee error, a technical vulnerability, malfeasance or other disruptions. Although, to our knowledge, we have not experienced any such material security breach to date, any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information and significant regulatory penalties, and such an event could disrupt our operations, damage our reputation and cause a loss of confidence in us and our ability to conduct clinical trials, which could adversely affect our reputation and delay our development of our products.Merger

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

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

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

~~Risks~~The market price of our Common Stock after ~~Related~~the toMerger ~~Intellectual~~may ~~Property~~be ~~and~~affected ~~Other~~by ~~Legal~~factors ~~Matters~~different from those currently affecting the market price of our Common Stock.

ItUpon completion of the Merger, holders of shares isof ~~difficult~~Corvex common stock, preferred stock and ~~costly~~warrants towill ~~protect~~become holders of shares of our ~~intellectual~~Common ~~property~~Stock. The businesses of Corvex differ from those of the Company in important respects, and, accordingly, the results of operations of Corvex after the Merger, as well as the market price of our ~~proprietary~~Common ~~technologies~~Stock, may be affected by factors different from those currently affecting our results of operations. For further information on the respective businesses of Corvex and wethe ~~may~~Company ~~not~~and becertain ~~able~~factors to ~~ensure~~consider in connection with those businesses, ~~their~~see ~~protection~~the section titled “Risk Factors-Risks related to Corvex” in this prospectus and the documents incorporated by reference into this prospectus and referred to in the section titled “Where You Can Find More Information” in this prospectus, respectively.

~~Our success depends significantly on our ability to obtain~~Additionally, ~~maintain~~ ~~and protect our proprietary rights to~~ the ~~technologies~~market ~~used~~price inof our ~~products. Patents and other proprietary rights provide~~Common ~~uncertain~~Stock ~~protections, and we~~ may befluctuate ~~unable~~significantly tofollowing ~~protect~~completion ~~our intellectual property. At December 31, 2020, we had two issued U.S. patents having a total~~ of 60the ~~claims, 45 pending U~~Merger.S. patent applications having a total of 1,053 claims, with an earliest priority date of August 16, 2018, and six pending Patent Cooperation Treaty (PCT) International patent applications having a total of 443 pending claims.

~~While we plan to file additional patent applications~~Moreover, wegeneral ~~may never~~fluctuations ~~develop any invention that results~~ in ~~any~~stock ~~additional issued patents. Even if we obtain patents, we may be unsuccessful in~~markets ~~defending~~could ~~our~~have ~~patents~~a ~~(and~~material ~~other~~adverse ~~proprietary~~effect ~~rights)~~on ~~against~~the ~~third~~market ~~party challenges. Although we expect to attempt to obtain patent coverage~~ for ~~our technology where available and where we believe appropriate~~, ~~there~~or ~~may~~liquidity ~~be aspects~~ of, the ~~technology~~common ~~for~~stock ~~which patent~~of ~~coverage may never be sought or received. We may not possess~~ the ~~resources~~combined tocompany, orregardless ~~may~~of ~~not choose to pursue patent protection~~Corvex’s ~~outside~~actual ~~the~~operating ~~United States or any or every country other than the United States where we may eventually decide to sell our future products~~performance. ~~Our ability to prevent others from making or selling duplicate or similar technologies will be impaired in those countries in which we have no patent protection.~~

~~Any patent~~Corvex ~~applications~~may we have ~~filed~~difficulty ~~or may file in the future may never result in issued patents~~attracting, ~~or patents issued based upon such~~ ~~applications~~motivating ~~may issue only with limited coverage or may issue~~ and beretaining ~~subsequently~~employees ~~successfully challenged by others and held invalid or unenforceable. There may exist prior art that may prevent our patent applications from resulting~~ in ~~issued~~light patents, and there may be other inventors who file patent applications on inventions that are the same or similar to ours or that otherwise may be found to anticipate our inventions before we file patent applications of ~~our own on our inventions, which may result in~~ the ~~issue of patents on our inventions or similar or anticipatory inventions to those other inventors~~Merger.

~~Even if~~Uncertainty ~~patents~~about ~~issue~~the ~~based~~effect onof ~~our~~the ~~current~~Merger oron Corvex ~~any~~employees ~~future applications, any issued patents~~ may ~~not~~impair ~~provide~~Corvex’s usability ~~with~~to ~~any~~attract, ~~competitive advantages.~~retain ~~Competitors~~and ~~may~~motivate bepersonnel ~~able~~prior to ~~design~~and ~~around~~following ~~our~~the ~~patents~~Merger. ~~or develop products that provide outcomes comparable or~~Employee ~~superior~~retention ~~to ours. Our patents~~ may be ~~held~~particularly ~~invalid~~challenging orduring ~~unenforceable as a result of legal challenges by third parties, and others may challenge~~ the ~~inventorship~~pendency ~~or ownership~~ of ~~our patents and pending patent applications. In addition, if we choose to and are able to secure protection in countries outside~~ the ~~United States~~Merger, ~~the~~as ~~laws~~employees of ~~some~~Corvex ~~foreign countries~~ may ~~not~~experience ~~protect~~uncertainty ~~our intellectual~~about ~~property~~their ~~rights~~future toroles ~~the~~with ~~same extent as do~~ the ~~laws~~combined ~~of the United States~~business. InIf ~~the~~employees ~~event~~of aCorvex ~~competitor~~depart, ~~infringes~~Corvex’s ~~upon~~business ~~our~~following ~~patents~~the ~~or other~~Merger ~~intellectual property rights, enforcing those rights~~ may be ~~difficult~~harmed. Furthermore, ~~expensive~~Corvex ~~and time consuming and we~~ may ~~elect~~have ~~not~~ to ~~enforce~~incur ~~our~~significant ~~patents~~costs orin ~~other~~identifying, ~~intellectual~~hiring ~~property rights based on the facts~~ and ~~circumstances~~retaining ~~known~~replacements tofor usdeparting atemployees ~~the time. Even~~and ifmay ~~successful,~~lose ~~litigation~~significant toexpertise ~~enforce~~and ~~our~~talent ~~intellectual~~relating ~~property rights or~~ to ~~defend~~the ~~our~~businesses ~~patents~~of ~~against~~Corvex, ~~challenge could be expensive~~ and ~~time consuming and could divert our management~~Corvex’s ~~attention.~~ability Weto dorealize ~~not now have and may not have in~~ the ~~future, even~~anticipated ~~assuming~~benefits ~~the success~~ of ~~this~~the ~~offering,~~Merger ~~sufficient~~may ~~resources~~be toadversely ~~enforce our intellectual property rights or to defend our patents against a challenge~~affected.

~~If we~~Corvex’s ~~are~~and ~~unable to protect~~ the ~~confidentiality~~Company’s business ofrelationships ~~our~~may ~~proprietary~~be ~~information~~subject ~~and~~to ~~know-how,~~disruption ~~the~~due ~~value~~to ofuncertainty ~~our~~associated ~~technology~~with ~~and~~the ~~products could be adversely affected~~Merger.

~~In addition~~Parties towith ~~our~~which ~~patent~~Corvex ~~activities,~~or wethe ~~rely~~Company ~~upon,~~do ~~among~~business may ~~other~~experience ~~things,~~uncertainty ~~unpatented~~associated ~~proprietary~~with ~~technology,~~the ~~processes~~Merger, ~~trade~~including ~~secrets and~~with ~~know-how.~~respect ~~Any involuntary disclosure~~ to current or ~~misappropriation~~future bybusiness ~~third~~relationships ~~parties~~with ofCorvex, the ~~our~~Company ~~confidential~~ or ~~proprietary~~the ~~information could~~combined ~~enable~~business. ~~competitors~~Corvex’s toand ~~duplicate~~the orCompany’s ~~surpass~~business ~~our~~relationships ~~technological~~may ~~achievements,~~be ~~potentially~~subject ~~eroding~~to ~~our~~disruption ~~competitive~~as ~~position~~parties inwith ~~our~~which ~~market.~~Corvex ~~While~~or wethe ~~require~~Company ~~all~~do ofbusiness ~~our~~may ~~employees,~~attempt ~~consultants,~~to ~~advisors~~negotiate ~~and~~changes ~~any~~in ~~third~~existing ~~parties~~business ~~who~~relationships ~~have~~or ~~access~~consider ~~to our proprietary~~entering ~~know-how, information and technology to enter~~ into ~~confidentiality~~business ~~agreements,~~relationships wewith ~~cannot~~parties beother ~~certain~~than ~~that this know-how~~Corvex, ~~information and~~the ~~technology~~Company ~~will not be disclosed~~ or ~~that~~the ~~competitors~~combined ~~will~~business. ~~not~~These ~~otherwise~~disruptions ~~gain~~could ~~access~~have toan ~~our~~adverse effect ~~trade~~on ~~secrets~~the orbusinesses, ~~independently develop~~financial ~~substantially~~condition, ~~equivalent~~results ~~information~~of ~~and~~operations ~~techniques.~~or ~~These~~prospects ~~agreements~~of ~~may~~the becombined ~~terminated~~business, orincluding ~~breached,~~an ~~and~~adverse weeffect on ~~may~~Corvex’s ~~not~~ability ~~have adequate~~to ~~remedies~~realize ~~for~~the ~~any~~anticipated ~~such~~benefits ~~termination~~of orthe ~~breach~~Merger. ~~Furthermore~~The risk, ~~these~~and ~~agreements~~adverse ~~may~~effect, ~~not~~of besuch ~~enforceable~~disruptions ~~or provide meaningful~~could ~~protection~~be ~~for~~exacerbated ~~our~~by ~~trade~~a ~~secrets~~delay ~~and know-how~~ in ~~the~~completion ~~event~~ of ~~unauthorized~~the ~~use~~Merger or ~~disclosure.~~termination ~~The disclosure~~ of ~~trade~~the ~~secrets or~~Merger ~~other proprietary information would impair our competitive position and may materially harm our business~~Agreement.

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

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

~~We may~~These restrictions could be in place for an extended period of time if the ~~future~~consummation beof athe ~~party~~Merger tois ~~intellectual~~delayed, ~~property~~which ~~litigation~~may delay or ~~administrative~~prevent ~~proceedings~~each ~~that~~of ~~could~~Corvex beand ~~costly~~the ~~and~~Company ~~could~~from undertaking ~~interfere~~business ~~with~~opportunities ~~our~~that, ~~ability~~absent the Merger Agreement, they might have pursued, or from effectively responding to ~~develop~~competitive ~~our~~pressures or ~~products~~industry developments.

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

~~In the~~The ~~event~~Merger ~~that~~Agreement welimits ~~become subject to a patent infringement or other intellectual property lawsuit and if~~ the ~~relevant patents or~~ability ~~other~~of ~~intellectual~~both ~~property~~the ~~were~~Company ~~upheld as valid~~ and ~~enforceable~~Corvex ~~and we were found~~ to ~~infringe~~pursue oralternatives ~~violate the terms of a license~~ to ~~which we are a party, we could be prevented from selling any infringing products of ours unless we could obtain a license or were able to redesign~~ the ~~product~~Merger toand ~~avoid~~may ~~infringement.~~discourage Ifother weparties ~~were unable to obtain a license or successfully redesign, we might be prevented~~ from ~~selling~~proposing ~~our product under development or other future products. If there is an allegation or determination that we have infringed the intellectual property rights of~~ a ~~competitor~~competing ~~or other person, we may be required to pay damages, or a settlement or ongoing royalties~~transaction. ~~In these circumstances, we may be unable to sell our products at competitive prices or at all, and our business could be harmed.~~

WeThe Merger Agreement contains reciprocal “no ~~may~~shop” beprovisions. ~~subject~~Prior to ~~claims~~the ~~that~~receipt ~~our~~of ~~employees~~the approval of the Merger by the Company’s stockholders, ~~consultants~~the Company is generally prohibited from soliciting, initiating or ~~independent~~knowingly ~~contractors~~encouraging ~~have~~any ~~wrongfully~~“acquisition ~~used~~proposal” or ~~disclosed~~“acquisition ~~confidential~~inquiry,” each as defined in the Merger Agreement, furnishing nonpublic information ofin ~~their~~response ~~former~~to ~~employers~~any acquisition proposal or ~~other~~acquisition ~~third~~inquiry, or ~~parties~~engaging in discussions or ~~claims~~negotiations ~~asserting~~with ~~ownership~~any ofthird ~~what~~party weregarding ~~regard~~an acquisition proposal, except as permitted in connection with a bona fide written acquisition proposal that our ~~own~~Board ~~intellectual~~determines in good faith could reasonably be expected to result in a “superior ~~property~~offer,” as defined in the Merger Agreement, and where failure to engage would be reasonably likely to be inconsistent with the Board’s fiduciary duties. Similarly, Corvex is prohibited from soliciting, initiating or knowingly encouraging any acquisition proposal or acquisition inquiry, furnishing non public information in response thereto, or engaging in discussions or negotiations with any third party regarding an acquisition proposal.

~~We do~~The ~~and~~Board ~~may~~has ~~employ~~agreed ~~and~~to ~~contract~~recommend ~~with~~that ~~individuals~~the ~~who~~Company’s stockholders ~~were~~approve ~~previously~~the ~~employed~~matters bysubmitted ~~other~~for ~~technology~~a ~~companies.~~vote ~~Although~~at wethe ~~seek~~Company’s ~~to protect~~special ~~our~~meeting ~~ownership~~(the of“Parent ~~intellectual~~Board ~~property~~Recommendation”) and, ~~rights~~subject byto ~~ensuring~~limited ~~that~~exceptions, ~~our~~has ~~agreements~~agreed ~~with~~not ~~our~~to ~~employees~~withdraw, ~~collaborators~~amend, ~~and~~withhold ~~other third~~or ~~parties~~modify ~~with~~the ~~whom~~Parent weBoard doRecommendation ~~business~~in ~~include~~a ~~provisions~~manner adverse ~~requiring such parties~~ to ~~assign~~Corvex. ~~rights~~However, inprior ~~inventions~~ to usobtaining ~~and to not use~~ the ~~know-how~~required orstockholder ~~confidential~~approval ~~information~~at ofthe ~~their~~Company’s ~~former~~special ~~employer~~meeting or(the ~~other~~“Required Parent ~~third~~Stockholder ~~parties~~Vote”), wethe ~~cannot~~Board ~~guarantee~~may ~~that~~change weits ~~have executed~~recommendation ~~such~~and/or ~~agreements~~take ~~with~~certain ~~all~~other ~~applicable~~actions ~~parties.~~in Weresponse ~~may~~to bea ~~subject~~superior offer toif ~~claims~~it ~~that~~determines wein orgood ~~our employees~~faith, ~~consultants~~after orconsulting ~~independent contractors~~with ~~have~~outside ~~inadvertently~~legal orcounsel ~~otherwise~~and ~~used~~financial oradvisors, ~~disclosed~~that ~~confidential~~failure ~~information~~to ofdo ~~our~~so ~~employees’ former employers~~would orbe ~~other~~reasonably ~~third~~likely ~~parties.~~to Webe ~~may~~inconsistent ~~also~~with beits ~~subject~~fiduciary toduties, ~~claims~~and ~~that~~if ~~former~~the ~~employers~~Company orfirst ~~other~~complies ~~third~~with ~~parties~~a ~~have~~contractual annotice ~~ownership~~and ~~interest~~negotiation inprocess. ~~our~~In ~~patents.~~particular, ~~Litigation~~upon ~~may~~receipt beof ~~necessary~~a tosuperior ~~defend~~offer, ~~against~~the ~~these~~Company ~~claims.~~must ~~There~~provide isCorvex nowith ~~guarantee~~written ofnotice ~~success~~and incopies ~~defending~~of ~~these~~relevant ~~claims,~~transaction documents and ifnegotiate ~~we fail~~ in ~~defending~~good ~~any~~faith ~~such~~with ~~claims,~~Corvex induring ~~addition~~a tospecified ~~paying~~notice ~~monetary~~period ~~damages,~~to weenable ~~may~~Corvex ~~lose~~to ~~valuable~~propose ~~personnel or~~amendments ~~intellectual~~to ~~property~~the ~~rights,~~Merger ~~such~~Agreement asthat ~~exclusive~~would ~~ownership~~cause ~~of,~~the orcompeting ~~right~~proposal to ~~use,~~cease ~~valuable~~to ~~intellectual~~constitute ~~property~~a superior offer. ~~Even~~This ifprocess weeffectively ~~are~~affords ~~successful,~~Corvex ~~litigation~~an ~~could~~opportunity ~~result~~to inmatch ~~substantial~~or ~~cost~~otherwise ~~and~~improve bethe aterms ~~distraction~~of tothe ~~our~~Merger ~~management and other employees~~Agreement.

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

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

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

~~In addition,~~Completion ~~while~~of ~~it is our policy to require our employees, contractors and other third parties who may be involved in~~ the ~~conception or~~Merger ~~development~~is ofsubject ~~intellectual property~~ to ~~execute agreements assigning such intellectual property to us, we may be unsuccessful~~ incertain ~~executing~~conditions ~~such~~and anif ~~agreement~~these ~~with~~conditions ~~each~~are ~~party~~not ~~who~~satisfied, inwaived ~~fact, conceives~~ or ~~develops~~fulfilled ~~intellectual~~in ~~property~~a ~~that~~timely ~~we regard as our own. The assignment of intellectual property rights under such agreements may not be self-executing~~manner, or the ~~assignment~~Merger ~~agreements~~ may be ~~breached,~~delayed ~~and we may be forced to bring claims against third parties,~~ or ~~defend claims that they may bring against us,~~not tocompleted ~~determine~~within the ~~ownership~~anticipated oftimeframe ~~what~~or weat ~~regard as our intellectual property~~all. ~~Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.~~

WeThe obligation of each of Corvex and the Company ~~could~~to ~~become~~complete the Merger is subject to ~~product~~the ~~liability~~satisfaction ~~claims~~or waiver (to the extent permitted by applicable law) of certain conditions, ~~product~~including: (i) ~~recalls~~receipt of the required stockholder approvals from each of Corvex and ~~warranty~~the ~~claims~~Company, (ii) the registration statement relating to the issuance of our Common Stock in the Merger being declared effective under the Securities Act, with no stop order in effect and no pending proceedings for such purpose, (iii) the absence of any injunction, order or other legal restraint issued by a governmental authority that ~~could~~remains bein ~~expensive~~effect, ~~divert~~and ~~management~~the absence of any law making the consummation of the Merger illegal, (iv) approval for listing on Nasdaq, subject to official notice of issuance, of our Common Stock to be issued in the Merger and the Company’s maintenance of its existing ~~attention~~Nasdaq listing, and ~~harm~~(v) ~~our~~the ~~business~~accuracy of the parties’ respective representations and warranties as of the closing (subject to specified materiality standards), compliance in all material respects by each party with its covenants and agreements to be performed prior to the closing, delivery of required closing certificates and other specified documents, and the absence, since the date of the Merger Agreement, of a material adverse effect with respect to Corvex, for the Company’s obligation to close or with respect to the Company, for Corvex’s obligation to close.

~~Our~~Several ~~business~~of ~~exposes~~the usconditions to ~~potential~~consummation ~~liability risks that~~of ~~are inherent in~~ the ~~manufacturing,~~Merger ~~marketing~~are ~~and~~not ~~sale~~within ofeither ~~products~~the ~~used~~Company’s byor ~~consumers.~~Corvex’s Wecontrol, ~~may~~and beneither ~~held~~company ~~liable~~can ifpredict ~~our~~when, ~~product under development~~ or ~~other~~if, ~~future~~these ~~products cause injury or death or are found otherwise unsuitable during usage. Our future products~~conditions towill be ~~developed are expected to incorporate sophisticated components and computer software~~satisfied. ~~Complex~~If ~~software~~any ~~can~~of ~~contain~~these ~~errors, particularly~~conditions ~~when~~are ~~first~~not ~~introduced.~~satisfied ~~In addition, new products~~ or ~~enhancements~~waived ~~may~~on ~~contain undetected errors~~ or ~~performance~~before ~~problems that,~~August ~~despite testing~~6, ~~are~~2026 ~~discovered~~(the ~~only~~“End ~~after~~Date”) ~~installation. While we believe our technology will be safe~~or, ~~because our proposed~~ ~~wearable~~if ~~product~~the isEnd anDate ~~RF-based technology that~~ is ~~being~~extended ~~designed to be used~~ in ~~close~~accordance ~~proximity~~with tothe ~~users~~Merger Agreement, ~~users~~by ~~may~~such ~~allege~~extended ~~or possibly prove defects~~date, ~~some~~the ofMerger ~~which~~Agreement ~~could~~may be ~~alleged~~terminated ~~or proved to cause harm to users or others. A product liability claim,~~in ~~regardless~~accordance ofwith its ~~merit or eventual outcome, could result in significant legal defense costs~~terms. WeAlthough ~~cannot~~the ~~guarantee~~Company ~~that~~and weCorvex ~~will be~~have ~~able~~agreed to ~~obtain~~use ~~products~~reasonable ~~liability~~best ~~insurance; if we do~~efforts, ~~however,~~subject ~~the~~to ~~coverage~~certain ~~limits of any insurance policies that we may choose~~limitations, to ~~purchase~~complete tothe ~~cover~~Merger ~~related~~as ~~risks~~promptly ~~may~~as ~~not~~practicable, bethese ~~adequate~~and toother ~~cover~~conditions ~~future~~to ~~claims, and~~ the ~~cost~~completion of ~~insurance,~~the ifMerger ~~obtainable, could be prohibitive. If sales of our products increase or we suffer future product liability claims, we~~ may befail ~~unable~~ to ~~maintain~~be ~~product~~satisfied. ~~liability~~In ~~insurance~~addition, insatisfying the ~~future~~conditions ~~at satisfactory rates or with adequate amounts. A product liability claim~~to, ~~any~~and ~~product recalls or excessive warranty claims~~completing, ~~whether arising from defects in design or manufacture or otherwise, could negatively affect our sales or require a change in~~ the ~~design~~Merger ormay ~~manufacturing~~take ~~process~~longer, ~~any~~and ~~of which~~ could ~~harm~~cost ~~our reputation and result in a decline in revenue~~more, ~~each~~than ofthe ~~which~~Company ~~would~~and ~~harm our business~~Corvex expect.

~~In addition,~~The ifEnd aDate ~~product we designed or manufactured is defective, whether due to design or manufacturing defects, improper use of the product or other reasons, we~~ may be ~~required~~extended toby ~~notify~~up ~~regulatory authorities and/or~~ to ~~recall~~90 ~~the product. A required~~days ~~notification~~if to a ~~regulatory~~governmental authority orrequests ~~recall~~additional ~~could~~information ~~result~~or inif anthe ~~investigation~~SEC byhas ~~regulatory~~not ~~authorities~~declared ofthe ~~our~~registration ~~products,~~statement ~~which could in turn result in required recalls, restrictions~~ on ~~the~~Form ~~sale~~S-4 ofrelated to the ~~products~~Merger oreffective ~~other~~by ~~penalties.~~the ~~The~~date ~~adverse~~that ~~publicity~~is ~~resulting from~~90 ~~any~~days ofprior ~~these~~to ~~actions could adversely affect~~ the ~~perception~~End ~~of customers and potential customers~~Date. ~~These~~Other ~~investigations~~termination ~~or recalls,~~rights ~~especially~~may ifallow ~~accompanied~~earlier bytermination ~~unfavorable publicity, could result~~ in ~~our incurring substantial costs, losing revenues~~ ~~and~~specified ~~damaging our reputation, each of which would harm our business~~circumstances.

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

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

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

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

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

~~We expect~~Either tothe ~~need~~Company ~~FDA clearance~~ or ~~approval~~Corvex ~~for our planned wearable product, which~~ may ~~be difficult to achieve, and existing laws~~waive orone ~~regulations~~ or ~~future~~more ~~legislative~~of orthe ~~regulatory~~closing ~~changes~~conditions ~~may~~without ~~affect~~re-soliciting ~~our~~stockholder ~~business~~approval.

~~Our~~Subject ~~proposed~~to ~~wearable~~applicable ~~product~~law ~~will~~and bethe ~~subject~~terms toof ~~current~~the Merger Agreement, the Company and ~~future~~Corvex ~~regulation~~may bydetermine to waive, in whole or in part, one or more of the ~~Food~~conditions ~~and~~to ~~Drug~~closing ~~Administration~~that ~~(“FDA”)~~are for ~~and~~such ~~may~~party’s bebenefit ~~subject~~prior to ~~regulation~~the bytime ~~other~~that ~~federal, state~~party ~~and~~is ~~local~~obligated ~~agencies~~to consummate the Merger. ~~These~~Certain ~~agencies~~closing conditions are mutual and, ~~regulations~~under ~~require~~the ~~manufacturers~~Merger ofAgreement, ~~medical~~may ~~devices~~be towaived ~~comply~~only ~~with~~by ~~applicable~~both ~~laws~~ the Company and ~~regulations~~Corvex. ~~governing~~Neither ~~development,~~party ~~testing~~may waive any condition to the extent such waiver would be unlawful, ~~manufacturing~~including, ~~labeling~~without limitation, ~~marketing~~the ~~and~~requirement ~~distribution~~to ofobtain ~~medical~~the ~~devices.~~Required ~~Devices~~Parent Stockholder Vote, the effectiveness ~~are~~of ~~generally~~the ~~subject~~registration tostatement, ~~varying~~the ~~levels~~absence of ~~regulatory~~any ~~control,~~law ~~based~~or onorder that makes consummation of the ~~risk~~Merger ~~level~~illegal or otherwise prohibits the Merger, or the Nasdaq listing of our Common Stock to be issued in the ~~device~~Merger. ~~Governmental~~Any ~~regulations~~determination whether to waive any conditions to closing, ~~specific~~or to ~~medical~~re-solicit ~~devices~~stockholder ~~are~~approval ~~wide~~or amend or supplement the Registration Statement on Form S-~~ranging~~4 ~~and~~related ~~govern~~to the Merger as a result of such a waiver, ~~among~~will ~~other~~be ~~things:~~made at the time of such waiver based on the facts and circumstances as they exist at that time and in accordance with applicable law.

●After ~~product~~completion ~~design~~of the Merger, ~~development~~Corvex may ~~and~~fail ~~manufacture;~~to realize the anticipated benefits of the Merger.

●Corvex ~~laboratory~~and the Company believe that there are significant benefits that may be realized by the Merger. However, ~~pre-clinical~~the efforts to realize these benefits will be a complex process and may ~~clinical~~disrupt ~~testing,~~Corvex’s ~~labeling~~existing operations if not implemented in a timely and efficient manner. The full benefits of the Merger may not be realized as expected or may not be achieved within the anticipated time frame, ~~packaging~~or at all. Failure to achieve the anticipated benefits of the Merger could adversely affect Corvex’s business, ~~storage~~operating results or financial condition and ~~distribution;~~cause the combined business to not perform as expected.

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

● ~~record~~combining ~~keeping~~certain of the companies’ financial, reporting and corporate functions;

● ~~product~~consolidating ~~marketing,~~the ~~promotion~~companies’ ~~and~~administrative ~~advertising, sales~~ and ~~distribution;~~IT ~~and~~infrastructure;

● ~~post-marketing~~expanding ~~surveillance~~Corvex’s finance and accounting infrastructure and personnel, including SEC reporting ofcapabilities, ~~deaths~~technical oraccounting, ~~serious~~tax, ~~injuries~~internal ~~and~~audit ~~recalls~~ and ~~correction~~compliance ~~and removals.~~capabilities;

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

We● ~~expect~~consolidating ~~our proposed wearable product would be classified as a Class II medical device that will require a 510(k) clearance prior to marketing. In some instances,~~ the ~~510(k)~~companies’ ~~pathway~~administrative ~~for product~~and ~~marketing~~information ~~may be used with only proof of substantial equivalence in~~ technology for a given indication with a lawfully marketed device (a “predicate device”). In other instances, FDA may require additional clinical work to prove efficacy in addition to technological equivalence and basic safety. Whether clinical data is provided or not, FDA may decide to reject the substantial equivalence argument we present. If that happens, our device would be automatically designated as a Class III device and we would have to fulfill the more rigorous PMA requirements, or request a “de novo” reclassification of the device into Class I or II. Thus, although at this time we do not anticipate that we will be required to do so, it is possible that one or more of our planned products may require PMA approval de novo reclassification.infrastructure;

~~We may~~● ~~not~~implementing beand ~~able~~maintaining torequisite ~~obtain~~internal ~~the~~controls ~~necessary~~over ~~clearances~~financial orreporting ~~approvals~~and ordisclosure ~~may~~controls be unduly delayed in doing so, which could harm our business. Furthermore, even if we are granted regulatory clearances or approvals, they may include significant limitations on the indicated uses for the product, which may limit the market for the product. Delays in obtaining clearance or approval could increase our costs and ~~harm~~procedures; ~~our revenues~~ and ~~growth.~~

~~In addition,~~● wemaintaining ~~will~~continued becompliance ~~required to timely file various reports~~ with ~~FDA, including reports required by~~ the ~~medical~~Nasdaq ~~device~~Listing reporting regulations that require us to report to certain regulatory authorities if our devices may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction were to recur. If these reports are not filed timelyRules, ~~regulators~~including ~~may~~compliance ~~impose~~with ~~sanctions~~Nasdaq ~~and~~corporate ~~sales~~governance ~~of our products may suffer, and we may be subject to regulatory enforcement actions, all of which could harm our business~~requirements.

~~If we~~In ~~initiate~~addition, aat ~~correction~~times, orthe ~~removal~~attention ~~for~~of ~~one~~certain members of ~~our~~either ~~devices~~company’s toor ~~reduce~~both acompanies’ ~~risk~~business toor ~~health~~management ~~posed~~and byresources ~~the~~may ~~device, we would~~ be ~~required to~~focused ~~submit~~on acompletion ~~publicly~~of ~~available~~the ~~Correction~~ Merger and ~~Removal~~diverted ~~report~~from day-to-day ~~FDA~~business ~~and~~operations, ~~in many cases, similar reports to other regulatory agencies. This report could be classified by FDA as a device recall~~ which ~~could~~may ~~lead~~disrupt toeach ~~increased~~company’s ~~scrutiny~~ongoing bybusiness ~~FDA, other international regulatory agencies~~ and ~~our customers regarding~~ the ~~quality~~business ~~and safety~~ of ~~our devices. Furthermore,~~ the ~~submission of these reports has been~~combined ~~and could be used by competitors against us in competitive situations and cause customers to delay purchase decisions or cancel orders and would harm our reputation~~company.

~~FDA and~~The ~~FTC~~historical ~~also~~financials ~~regulate the advertising and promotion~~ of ~~our~~Corvex ~~products to ensure that the claims we make are consistent with our regulatory clearances, that there are adequate~~ and ~~reasonable data to substantiate~~ the ~~claims~~Company ~~and~~as ~~that~~provided ~~our promotional labeling and advertising is neither false nor misleading~~ in ~~any~~this ~~respect.~~prospectus Ifmay ~~FDA~~not orbe ~~FTC~~an ~~determines~~indication ~~that any~~ of ~~our~~the ~~advertising~~future orfinancial ~~promotional claims~~condition ~~are misleading, not substantiated~~ or ~~not~~results ~~permissible,~~of weoperations ~~may~~of ~~be subject to enforcement actions~~Corvex, ~~including warning letters,~~ ~~and~~the weCompany ~~may~~or bethe ~~required~~combined tocompany ~~revise~~following ~~our~~the ~~promotional~~consummation ~~claims~~of ~~and~~the ~~make other corrections or restitutions~~Merger.

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

●The ~~adverse~~historical ~~publicity,~~financial ~~warning~~statements ~~letters,~~of ~~fines,~~the ~~injunctions,~~Company as ~~consent~~provided ~~decrees~~in ~~and~~this ~~civil~~prospectus ~~penalties;~~will not be indicative of the combined company’s future financial condition or results of operations because the historical business of the Company is not expected to constitute part of the combined company’s ongoing business following consummation of the Merger.

●The ~~repair,~~unaudited ~~replacement,~~pro ~~refunds,~~forma ~~recall~~condensed orcombined financial ~~seizure~~information included in this prospectus is preliminary and the actual financial condition and results of ~~our~~operations ~~products;~~of the combined company after the Merger may differ materially.

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

●Completion ~~refusing~~of ~~our~~the ~~requests~~Merger ~~for~~may ~~510(k)~~trigger ~~clearance~~change in control or ~~PMA~~other ofprovisions ~~new~~in ~~products,~~certain ~~new~~agreements ~~intended~~to ~~uses~~which orthe ~~modifications~~Company tois ~~existing~~a ~~products;~~party.

●We ~~withdrawing~~are ~~510(k)~~a ~~clearance~~party to certain agreements that give the counterparty certain rights following a “change in control,” including in some cases the right to terminate such agreements. Under some such agreements, the Merger may constitute a change in control and therefore the counterparty may exercise certain rights under the agreement upon the closing of the Merger. Any such counterparty may request modifications of its respective agreements as a condition to granting a waiver or ~~PMAs~~consent under its agreement. There is no assurance that ~~have~~such ~~already~~counterparties ~~been~~will ~~granted;~~not exercise their rights under the agreements, including termination rights where available, and/or requires payment of substantial financial penalties.

●Certain ~~criminal~~of ~~prosecution~~our executive officers and directors have interests in the Merger that may be different from, or in addition to, your interests as a stockholder of the Company.

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

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

IfFailure ~~any OEMs contracted~~ to ~~manufacture~~complete ~~our proposed~~the ~~wearable~~Merger ~~product~~could ~~fail to comply with FDA’s Quality System Regulations or other regulatory bodies’ equivalent~~negatively ~~regulations,~~impact ~~manufacturing~~the ~~operations~~stock ~~could~~price beand ~~delayed~~the orfuture ~~shut~~business ~~down~~ and ~~the~~financial ~~development~~results of ~~our~~the ~~proposed~~Company ~~wearable~~and ~~product could suffer~~Corvex.

~~The~~If ~~manufacturing~~the ~~processes~~Merger ofis ~~third-party OEMs are required~~not tocompleted ~~comply~~for ~~with~~any ~~FDA’s Quality System Regulations and other regulatory bodies’ equivalent regulations~~reason, ~~which~~including ~~cover~~as ~~the procedures~~a ~~and~~result ~~documentation~~ of the ~~design,~~Company ~~testing,~~stockholders ~~production,~~failing ~~control, quality assurance, labeling, packaging, storage and shipping of our planned wearable, non-invasive, wearable product. They may also be subject~~ to ~~similar~~adopt ~~state~~the ~~requirements~~Merger ~~and~~Agreement ~~licenses and~~or engage in extensive recordkeeping and reporting and make available their manufacturing facilities and records for periodic unannounced inspections by governmental agencies, including FDA, state authorities and comparable agencies in other countries. If any OEM fails such an inspection, our operations could be disrupted and our manufacturing interrupted. Failure to take adequate corrective action in response to an adverse inspection could result in, among other ~~things, a shut-down of our manufacturing operations,~~condition ~~significant~~not ~~fines,~~being ~~suspension~~satisfied ~~of marketing clearances and approvals, seizures~~ or ~~recalls of our products~~waived, ~~operating~~the ~~restrictions and~~ongoing ~~criminal~~businesses ~~prosecutions, any~~ of ~~which~~the ~~would~~Company ~~cause our business to suffer. Furthermore, these OEMs may be engaged with other companies to supply~~ and/or ~~manufacture~~Corvex ~~materials~~may orbe ~~products~~adversely ~~for such companies~~affected, ~~which would expose our OEMs to regulatory risks for the production of such materials~~ and ~~products. As a result~~, ~~failure~~without ~~to meet the regulatory requirements for the production~~realizing ~~of those materials and products may also affect the regulatory clearance of a third-party manufacturers’ facility. If FDA determines that~~ any of the ~~facilities~~benefits ~~that manufacture~~ of ~~our~~having ~~proposed~~completed ~~wearable~~the ~~product is not in compliance with applicable requirements~~Merger, we ~~may~~Corvex ~~need~~and tothe ~~find~~Company ~~alternative manufacturing facilities, which~~ would impede or delay our ability to develop, obtain regulatory clearance or approval for, or market our proposed wearable product, if developed and approved. Additionally, our key component suppliers may not currently be orsubject ~~may not continue~~ to bea innumber ~~compliance~~of ~~with applicable regulatory requirements~~risks, ~~which~~including ~~may~~the ~~result in manufacturing delays for our product and cause our results of operations to suffer.~~following:

We● ~~expect~~the ~~our~~Company ~~planned~~and ~~wearable~~Corvex ~~product to~~may beexperience ~~subject~~negative toreactions ~~certain~~from ~~Federal~~the ~~Communication~~financial ~~Commission~~markets, ~~(“FCC”)~~including ~~regulations.~~negative impacts on their respective stock prices;

~~Our~~● ~~RF-based technology involves~~ the ~~transmission~~Company ~~of RF energy,~~ and asCorvex ~~such,~~may ~~will~~experience benegative ~~subject~~reactions tofrom ~~regulation~~their byrespective ~~the FCC~~customers, ~~including the FCC’s equipment authorization regulations and its regulations governing human exposure to RF energy. In particular~~vendors, wejoint ~~expect~~venture ~~the planned wearable product to be regulated under Part 18 of the FCC’s rules governing industrial, scientific,~~ and ~~medical~~other ~~(ISM)~~business ~~equipment~~partners, ~~and~~regulators ~~to be classified as consumer ISM equipment under that rule part. Based on the expected frequency~~ and power of operation, we expect that the product will comply with the Part 18 technical specifications for these type of devices, which we will be required to verify under FCC equipment authorization procedures. We also expect, based on the device’s frequency and power of operation, that the product will comply with the FCC’s requirements governing human exposure to RF energy. There is the risk that the product, as we expect it to be developed, may not comply with these requirements, which could significantly affect our development costs and delay commercialization of the product. There is also the risk that we will be unable to cost effectively develop and produce a wearable product using RF technology that complies with these FCC requirements.employees;

~~Our~~● ~~planned~~the ~~wearable~~Company ~~product~~and ~~may in~~Corvex ~~the~~will ~~future~~ be ~~subject~~required to ~~product~~pay ~~recalls~~certain ~~that~~costs ~~could~~relating ~~harm~~to ~~our~~the ~~reputation.~~Merger, such as legal, accounting, financial advisor and printing fees, whether or not the Merger is completed;

~~Regulatory~~● ~~agencies~~the ~~have~~Merger ~~the~~Agreement ~~authority~~places tocertain ~~require~~restrictions on the ~~recall~~ conduct of ~~commercialized~~the ~~products~~Company’s inand ~~the~~Corvex’s ~~event~~businesses prior to completion of ~~material~~the ~~regulatory~~Merger, ~~deficiencies~~and orsuch ~~defects~~restrictions, inthe ~~design~~waiver orof ~~manufacture.~~which Ais ~~government-mandated or~~subject ~~voluntary~~to ~~recall~~the bywritten usconsent ~~could~~of ~~occur~~the asother aparty ~~result~~(such ofconsent ~~component~~not ~~failures,~~to ~~manufacturing~~be ~~errors~~unreasonably orwithheld, ~~design~~conditioned or ~~labeling~~delayed), ~~defects.~~and ~~Recalls of~~subject ~~our~~to ~~planned~~certain ~~wearable~~exceptions ~~product~~and ~~would~~qualifications, ~~divert~~may ~~management’s~~prevent ~~attention,~~the beCompany ~~expensive,~~and ~~harm~~Corvex ~~our~~from ~~reputation~~taking ~~with~~certain ~~customers~~other ~~and harm~~specified ~~our~~actions ~~financial~~or ~~condition~~otherwise ~~and~~pursuing ~~results~~business opportunities during the pendency of ~~operations.~~the AMerger ~~recall~~that ~~announcement~~the Company or Corvex would ~~also~~have ~~negatively~~made, ~~affect~~taken ~~the~~or ~~price~~pursued ofif ~~our~~these ~~securities.~~restrictions were not in place;

~~Healthcare~~● ~~reform~~matters ~~measures~~relating ~~could hinder~~to orthe ~~prevent~~Merger ~~our~~(including ~~planned~~integration ~~wearable~~planning) ~~product’s~~will ~~commercial~~require ~~success.~~substantial commitments of time and resources by the Company and Corvex management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to the Company or Corvex as an independent company;

~~There~~● ~~have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system~~ in ~~ways that could harm our future revenues and profitability and~~ the ~~future~~event ~~revenues and profitability~~ of ~~our~~a ~~potential~~termination ~~customers. Federal and state lawmakers regularly propose and, at times, enact legislation that would result in significant changes to the healthcare system, some~~ of ~~which are intended to contain or reduce~~ the ~~costs~~Merger ofAgreement ~~medical~~under ~~products~~certain ~~and~~circumstances ~~services.~~specified ~~For example, one of the most significant healthcare reform measures~~ in ~~decades,~~ the ~~Patient~~Merger ~~Protection and Affordable Care Act~~Agreement, ~~as amended by~~ the ~~Health~~Company ~~Care~~may ~~and~~be ~~Education~~required ~~Affordability~~to ~~Reconciliation~~pay ~~Act~~Corvex ~~(the “Affordable Care Act”), was enacted in 2010. The Affordable Care Act contains~~ a ~~number~~termination fee of ~~provisions~~$500,000; ~~including~~if ~~those governing~~any ~~enrollment~~such infee ~~federal~~is ~~healthcare~~not ~~programs,~~paid ~~reimbursement~~when ~~changes and fraud and abuse measures~~due, ~~all of which may impact existing government healthcare programs and result in~~ the ~~development~~Company ofmust ~~new~~pay ~~programs.~~interest ~~The Affordable Care Act imposed a 2.3 percent excise tax~~ on sales of medical devices. The excise tax was suspended by statute twice before being repealed in December 2019. While this tax has been repealed, Congress could enact future legislation or further change the ~~law~~overdue ~~related~~amount toat the ~~medical~~prime ~~devise excise~~rate ~~tax~~(as published in ~~a manner that could negatively impact our operating results.~~ The ~~financial~~Wall ~~impact~~Street ~~such~~Journal ~~future~~on ~~taxes~~the ~~could~~due ~~have~~date) ~~on our~~until ~~business~~paid; ~~is unclear.~~and

●

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

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

The shares of our Common Stock to be received by Corvex stockholders upon completion of the Merger will have different rights from shares of Corvex common stock.

Upon completion of the Merger, Corvex stockholders will no longer be stockholders of Corvex, but will instead become stockholders of the Company, and their rights as stockholders will be governed by our certificate of incorporation and bylaws, as such certificate and corporation may be amended in connection with, or following, the Merger. The terms of our certificate of incorporation and bylaws may be materially different than the terms of the Corvex certificate of incorporation and Corvex bylaws, which currently govern the rights of Corvex stockholders.

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

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

~~Other significant~~If ~~measures contained in~~ the ~~Affordable~~Merger ~~Care~~does ~~Act~~not ~~include~~qualify ~~research~~as ona “reorganization” within the ~~comparative~~meaning ~~clinical~~of ~~effectiveness~~Section 368(a) of ~~different technologies~~the ~~and procedures~~Code, ~~initiatives~~a toCorvex ~~revise~~stockholder ~~Medicare~~that ~~payment~~is ~~methodologies,~~a ~~such~~U.S. holder (as ~~bundling~~defined ofin ~~payments~~the ~~across~~section ~~the~~titled ~~continuum~~“Certain ofMaterial ~~care~~U.S. byFederal ~~providers~~Income ~~and~~Tax ~~physicians,~~Consequences ~~and~~of ~~initiatives~~the toMerger”) ~~promote~~generally ~~quality~~would ~~indicators~~recognize ingain ~~payment~~or ~~methodologies~~loss for U.S. ~~The~~federal ~~Affordable~~income ~~Care~~tax ~~Act~~purposes ~~also~~upon ~~includes~~the ~~significant~~exchange ~~new fraud and abuse measures, including required disclosures~~ of ~~financial~~Corvex ~~payments~~common tostock and ~~arrangements with~~Corvex ~~physician~~series ~~customers,~~seed ~~lower~~preferred ~~thresholds~~stock for ~~violations~~our ~~and~~Common ~~increasing~~Stock ~~potential~~in ~~penalties~~the ~~for such violations~~Merger.

~~Since its~~After ~~enactment, there have been judicial and Congressional challenges to certain aspects of~~ the ~~Affordable Care Act. In January 2017~~Merger, ~~Congress~~ ~~voted~~our ~~to adopt a budget resolution for fiscal year 2017 (the “Budget Resolution”)~~stockholders, ~~which authorized the implementation~~as ~~of legislation that would repeal portions of the Affordable Care Act. The Budget Resolution is not~~ a ~~law; however~~group, itwill ~~was~~have widely viewed as the first step toward the passage of legislation that would repeal certain aspects of the Affordable Care Act. Further, on January 20, 2017, President Trump signed an Executive Order directing federal agencies to waive, defer, grant exemptions from, or delay the implementation of any provision of the Affordable Care Act that would impose a ~~fiscal~~significantly orlower ~~regulatory~~ownership ~~burden on~~and ~~states,~~voting ~~individuals,~~interest ~~healthcare~~in ~~providers, health insurers, or manufacturers of pharmaceuticals or medical devices. Additionally,~~ the ~~2020~~Company ~~federal~~than ~~spending~~they ~~package~~currently ~~permanently~~have ~~eliminated~~in the ~~mandated~~Company ~~“Cadillac” tax on high-cost employer-sponsored health coverage, effective January 2020~~ and ~~the health insurance tax, effective January 2021. The potential impact of these efforts~~will toexercise ~~repeal~~less orinfluence ~~defer~~over ~~and delay enforcement of PPACA on our business remains unclear~~management.

~~It remains~~Based ~~unclear~~on, ~~whether~~among ~~changes~~other ~~will~~things, bethe ~~made~~number toof ~~the~~shares of ~~Affordable~~Corvex ~~Care~~common ~~Act,~~stock orand ~~whether~~the itCorvex ~~will~~equity beawards ~~repealed~~outstanding oras ~~materially~~of ~~modified. For~~December ~~example~~5, 2025, the ~~Tax~~Company ~~Cuts~~estimates ~~and~~that ~~Jobs~~it ~~Act~~will ofissue ~~2017~~approximately 46,596,711 ~~repealed~~shares ~~the~~of ~~tax~~common ~~penalty~~stock ~~associated~~at ~~with~~closing ~~the~~pursuant ~~“individual~~to ~~mandate”~~the ~~portion of~~Merger ~~Affordable Care Act~~Agreement. The ~~repeal~~actual number of ~~the~~shares ~~penalty~~of ~~associated~~our ~~with~~Common ~~this~~Stock ~~provision,~~to ~~which~~be issued ~~requires~~will ~~most~~be ~~Americans~~determined toat ~~carry~~completion aof ~~minimal level~~the ofMerger ~~health~~based ~~insurance,~~on ~~became~~the ~~effective~~Exchange inRatio ~~January 2019. Following~~and the ~~repeal~~number of ~~the~~shares ~~tax~~of ~~penalty,~~Corvex incommon ~~December~~stock ~~2019~~and the ~~U.S.~~Corvex ~~Court~~equity ofawards ~~Appeals~~outstanding ~~for~~at ~~the~~that ~~5th Circuit in Texas v~~time. ~~U.S.~~Corvex ~~upheld~~has a ~~lower~~significantly ~~court~~larger ~~ruling~~market ~~that~~capitalization than the ~~individual~~Company. ~~mandate in~~Based ~~PPACA is no longer constitutional, and~~ on the ~~5th~~number ~~Circuit~~of ~~court~~shares ~~remanded~~of ~~the~~our ~~case~~Common ~~back~~Stock tooutstanding ~~the~~as ~~lower~~of ~~court~~December ~~for~~5, ~~additional~~2025, ~~analysis on~~and ~~whether~~ the ~~remainder~~number of ~~the~~shares ~~law~~of ~~must~~Corvex becommon ~~struck~~stock ~~down~~ outstanding as ~~unconstitutional. In~~of ~~March~~December ~~2020~~5, ~~the~~2025, ~~U.S.~~Corvex ~~Supreme~~and ~~Court agreed to review~~ the ~~constitutionality~~Company ofestimate ~~the~~that, ~~individual~~on ~~mandate~~a ~~and~~fully ~~the~~diluted ~~Affordable~~basis, ~~Care Act~~ as aof ~~whole,~~immediately ~~granting~~following ~~certiorari~~completion inof ~~California~~the v.Merger, ~~Texas. A~~holders ~~decision~~of inCorvex ~~this~~common ~~case~~stock isas ~~expected~~of inimmediately ~~2021. Congress~~prior ~~also could consider subsequent legislation~~ to ~~replace~~ ~~elements of~~ the ~~Affordable~~Merger ~~Care~~will ~~Act~~hold ~~that~~approximately ~~are repealed~~94.8% ~~Because~~and holders of ~~the~~our ~~continued~~Common Stock ~~uncertainty~~as ~~about the implementation~~ of ~~the~~ ~~Affordable~~immediately ~~Care~~prior ~~Act,~~to ~~including~~ the ~~outcome~~Merger ofwill ~~California~~hold vapproximately 5.2%, ~~Texas~~of ~~and~~ the ~~potential~~outstanding ~~for~~shares ~~further~~of ~~legal~~our ~~challenges~~Common orStock. Consequently, ~~repeal~~our offormer ~~the law~~stockholders, weas ~~cannot~~a ~~quantify~~group, orwill ~~predict~~have ~~with~~materially ~~any~~less ~~certainty~~influence over the ~~likely~~management ~~impact~~and policies of the ~~Affordable~~combined ~~Care~~company ~~Act or its repeal~~than onthey ~~our~~currently ~~business,~~have ~~prospects,~~over ~~financial~~the ~~condition~~management orand ~~results~~policies of ~~operations~~the Company.

~~There likely~~Potential ~~will~~litigation ~~continue~~against toCorvex ~~be legislative~~ and ~~regulatory proposals at the federal and state levels directed at containing or lowering~~ the ~~cost~~Company ofcould ~~healthcare.~~result Wein ~~cannot~~substantial ~~predict~~costs, ~~the~~an ~~initiatives~~injunction ~~that~~preventing ~~may be adopted in~~ the ~~future~~completion ~~or their full impact. The continuing efforts~~ of the ~~government,~~Merger ~~insurance companies, managed care organizations~~ and ~~other payers of healthcare services to contain~~ /or ~~reduce costs of healthcare may harm our ability to set~~ a ~~price~~judgment ~~that~~resulting wein ~~believe is fair for our products, our ability to generate~~the ~~revenues~~payment ~~and achieve or maintain profitability and the availability~~ of ~~capital~~damages.

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

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

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

The Company and Corvex expect to incur a number of non-recurring costs associated with the Merger. The significant, non-recurring costs associated with the Merger include, among others, fees and expenses of financial, legal, accounting and other advisors and representatives, certain severance and employment-related costs relating to employees of the Company and printing and mailing costs for the Registration Statement on Form S-4. Some of these costs have already been incurred or may be incurred regardless of whether the Merger is completed, including a portion of the fees and expenses of financial advisors and other advisors and representatives and filing fees for the Registration Statement on Form S-4. The Company and Corvex will also incur transaction fees and costs related to integrating the corporate infrastructure and administrative functions of the two companies. Corvex and the Company continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Merger. Any substantial unanticipated costs could have an adverse effect on Corvex’s and the Company’s financial positions, results of operations and cash flows following the completion of the Merger. Moreover, the expected benefits of the Merger may not outweigh these costs in the near term, or at all.

The expected dilution caused by the issuance of shares of our Common Stock in connection with the Merger may adversely affect the market price of our Common Stock.

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

IfOur weSeries ~~fail~~A toPreferred ~~comply~~Stock ~~with~~will ~~healthcare~~increase ~~regulations~~the ~~with~~number ~~respect~~of toshares of our ~~planned~~Common ~~wearable~~Stock ~~product,~~eligible wefor ~~could~~future ~~face~~resale ~~substantial~~in ~~penalties~~the ~~and~~public ~~our~~market ~~business, operations~~ and ~~financial~~ ~~condition~~result ~~could~~in bedilution ~~adversely~~to ~~affected~~Corvex stockholders.

~~Even though~~In weconnection dowith ~~not~~the ~~and~~Merger, ~~will~~on ~~not~~November ~~control~~6, 2025, ~~referrals~~the Company issued 3,000 shares of ~~healthcare~~its ~~services~~Series orA ~~bill~~Preferred ~~directly~~Stock tofor ~~Medicare,~~gross ~~Medicaid~~proceeds orof ~~other~~$3.0 ~~third~~million. ~~party~~Immediately following the Effective ~~payers~~Time, ~~certain~~each ~~federal~~share ~~and~~of ~~state~~Series ~~healthcare~~A ~~laws~~Preferred ~~and~~Stock ~~regulations~~will ~~pertaining~~automatically toconvert ~~fraud~~into ~~and~~shares ~~abuse~~of ~~and~~our ~~patients’~~Common ~~rights~~Stock ~~will~~at a conversion price of $5.50. beThe ~~applicable~~automatic conversion of the Series A Preferred Stock to our ~~business.~~Common WeStock ~~could~~will, beif ~~subject~~consummated, cause the issuance of 545,456 shares of our Common Stock, resulting in dilution to ~~healthcare~~the ~~fraud~~existing ~~and~~holders ~~abuse~~of our Common Stock and ~~patient~~Corvex ~~privacy~~holders ~~regulation~~who byreceive ~~both~~our ~~the~~Common ~~federal~~Stock ~~government~~in connection with the Merger, and increase the ~~states~~number inof ~~which~~shares weeligible ~~conduct~~for ~~our~~resale ~~business~~in the public market. ~~The~~Sales ~~regulations~~of ~~that~~substantial ~~will~~numbers of such shares in the public market could adversely affect ~~how~~the wemarket ~~operate~~price ~~include:~~of our Common Stock.

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

●Risks ~~the~~Related ~~federal False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing~~ to beCorvex’s ~~presented,~~Business and ~~false claims, or knowingly using false statements, to obtain payment from the federal government;~~Industry

●Corvex’s ~~federal~~recent ~~criminal~~growth ~~laws~~may ~~that~~not ~~prohibit~~be indicative ~~executing~~of aits ~~scheme~~future togrowth, ~~defraud~~and ~~any~~if ~~healthcare~~it ~~benefit~~does ~~program~~not oreffectively ~~making~~manage ~~false~~its ~~statements~~future ~~relating~~growth, toits ~~healthcare~~business, ~~matters;~~operating results, financial condition, and prospects may be adversely affected.

●Corvex ~~the~~was ~~federal~~founded ~~Physician~~in ~~Payment~~October ~~Sunshine Act~~2024, ~~created~~launched its ~~under~~platform in the ~~Affordable~~first ~~Care~~quarter ~~Act,~~of 2025 and ~~its~~generated ~~implementing~~revenue ~~regulations,~~of ~~which~~$4.9 ~~require~~million ~~manufacturers~~for ofthe ~~drugs,~~nine ~~medical~~months ~~devices~~ended September 30, ~~biologicals~~2025. ~~and~~Investors should ~~medical~~not ~~supplies~~rely ~~for~~on ~~which~~the ~~payment~~revenue isgrowth ~~available~~of ~~under~~any ~~Medicare,~~prior ~~Medicaid~~period oras ~~the~~an ~~Children~~indication of Corvex’s ~~Health~~future ~~Insurance~~performance. ~~Program~~Even toif ~~report~~Corvex’s revenue ~~annually~~continues to ~~the~~increase, ~~U.S.~~its ~~Department~~revenue ofgrowth ~~Health~~rate ~~and~~may ~~Human~~decline ~~Services~~in ~~information~~the ~~related~~future toas ~~payments~~a orresult ~~other transfers~~ of ~~value~~a ~~made~~variety toof ~~physicians~~factors. ~~and~~Overall ~~teaching~~growth of ~~hospitals,~~Corvex’s asrevenue ~~well~~will asdepend ~~ownership~~on ~~and~~a ~~investment~~number ~~interests~~of ~~held~~factors, byincluding ~~physicians~~but ~~and~~not ~~their~~limited ~~immediate~~to ~~family~~its ~~members;~~ability to:

● ~~the~~expand ~~Health~~its ~~Insurance~~AI ~~Portability~~infrastructure and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected health informationcapacity; ~~and~~

● ~~state~~manage ~~law~~increases ~~equivalents~~in ofinput ~~each~~and ofoperating ~~the above federal laws~~costs, ~~such~~including asprice ~~anti-kickback~~increases ~~and~~for ~~false~~servers, ~~claims~~GPUs, ~~laws~~memory, ~~which~~storage, ~~may~~networking, ~~apply~~cooling, todata ~~items~~center ~~or services reimbursed by any third-party payer~~space, ~~including~~and ~~commercial insurers.~~power;

~~The Affordable~~● ~~Care~~anticipate ~~Act,~~and ~~among~~adapt ~~other~~to ~~things,~~regulatory ~~amends~~shifts ~~the~~that ~~intent~~affect ~~requirement~~infrastructure ofexpansion ~~the Federal Anti-Kickback Statute~~ and ~~criminal~~operations, ~~healthcare fraud~~including ~~statutes.~~federal, Astate, ~~person~~and orlocal ~~entity~~changes norelated ~~longer needs~~ to ~~have~~data ~~actual~~center ~~knowledge~~permitting, ofoperation ~~this~~and ~~statute~~zoning, orenergy ~~specific~~usage ~~intent~~caps, toemissions ~~violate~~or ~~it. In~~cooling ~~addition~~requirements, ~~the~~and ~~Affordable~~related ~~Care~~compliance ~~Act~~obligations ~~provides~~ that ~~the~~could ~~government~~delay ~~may assert that a claim including items~~ or ~~services~~increase ~~resulting from a violation of~~ the ~~Federal~~cost ~~Anti-Kickback Statute constitutes a false or fraudulent claim for purposes~~ of ~~the~~capacity ~~False Claims Act.~~additions;

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

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

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

	●	successfully expand its business domestically and internationally;

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

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

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

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

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

●

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

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

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

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

~~Investing~~As an early-stage company, Corvex’s systems, incontrols, ~~our~~staffing, ~~securities~~product ~~involves~~capabilities, aand ~~high~~other ~~degree~~aspects of ~~risk~~its operations will need to continue to evolve to support current demand and any future revenue growth. AsIf anCorvex ~~investor~~continues to experience rapid growth, ~~you~~it may ~~never~~not ~~recoup~~be ~~all~~able to successfully implement or scale improvements to its systems, processes, and controls in an efficient, timely, or ~~even~~cost-effective ~~part~~manner. As Corvex grows, ofits ~~your~~existing systems, ~~investment~~processes, and ~~you~~ controls may ~~never~~not ~~realize~~prevent ~~any~~or ~~return~~detect onall ~~your~~errors, ~~investment~~omissions, or fraud. ~~You~~Any ~~must~~future begrowth ~~prepared~~will continue to ~~lose~~add ~~all~~complexity to Corvex’s organization and require effective coordination throughout its organization. Failure to manage any future growth effectively could result in increased costs, cause difficulty or delays in deploying Corvex’s platform to new and existing customers, reduce demand for its platform, and cause difficulties in introducing new solutions and services or other operational difficulties, and any of ~~your~~these ~~investment~~difficulties would adversely affect its business, operating results, financial condition, and prospects.

~~Our~~Corvex has a limited number of suppliers ~~quarterly~~for ~~and~~significant ~~annual~~components ~~results~~of ~~may~~the ~~fluctuate~~equipment ~~significantly,~~it ~~may~~uses ~~not~~to ~~fully~~build ~~reflect~~and ~~the~~operate ~~underlying~~its ~~performance~~platform ofand ~~our~~provide ~~business~~its solutions and ~~may~~ ~~result~~services. Any disruption in ~~decreases~~the inavailability of these components could delay Corvex’s ability to expand or increase the ~~price~~capacity of ~~our~~its ~~securities~~infrastructure or replace defective equipment.

~~Our~~Corvex ~~financial~~does ~~condition~~not ~~and~~manufacture ~~operating~~the ~~results~~components ~~may fluctuate~~it ~~significantly~~uses ~~from~~to ~~quarter-~~build the technology infrastructure underlying its platform. Corvex has a limited number of suppliers that it uses to~~-quarter~~ procure and ~~year-~~configure significant components of the technology infrastructure that it uses to~~-year~~ ~~due~~operate its platform and provide its solutions and services to aits ~~variety~~customers. ofAdditionally, ~~factors~~for the nine months ended September 30, ~~some~~2025, ofthree ~~which~~suppliers ~~are~~accounted ~~beyond~~for ~~our~~36%, ~~control.~~15%, ~~Our~~and ~~operating~~4% ~~results~~of ~~will~~Corvex’s betotal ~~affected~~purchases. byUtilizing ~~numerous~~a ~~factors~~limited ~~such~~number asof suppliers of the components for Corvex’s technology infrastructure exposes it to risks, including:

● ~~variations~~asymmetry inbetween ~~the~~component ~~level~~availability ofand ~~expenses~~contractual ~~related~~performance toobligations, ~~our~~including ~~proposed~~where ~~products~~specified components are required;

● ~~status~~exposure to volatility in the prices and availability of ~~our~~GPUs, ~~product~~RAM, ~~development~~and ~~efforts~~other hardware;

● ~~execution~~volatility ofin ~~collaborative, licensing or other arrangements, and~~ the ~~timing~~price of ~~payments~~power ~~received~~and leased or ~~made~~licensed ~~under~~data ~~those arrangements~~centers;

● ~~intellectual~~shifts ~~property~~in ~~prosecution~~market-leading ~~and~~technologies ~~any~~away ~~infringement~~from ~~lawsuits~~those offered by its current suppliers that could impact its ability to ~~which~~offer weits ~~may~~customers ~~become~~the asolutions ~~party~~and services that they are seeking;

● ~~regulatory~~reduced ~~developments~~control ~~affecting~~over ~~our~~production ~~products~~costs orand ~~those~~constraints based on the then current availability, terms, and pricing of ~~our~~these ~~competitors~~components, including any delays in its supply chain (such as the recent delays associated with NVIDIA’s Blackwell GPUs);

● ~~our~~limited ability to ~~obtain~~control ~~and~~aspects ~~maintain~~of ~~FCC~~the ~~clearance~~quality, ~~and/or~~performance, ~~FDA approval for our products~~quantity, ~~which~~and ~~have~~cost ~~not~~of ~~yet~~its ~~been~~infrastructure ~~approved~~or ~~for~~of ~~marketing~~its components;

● ~~our~~the ~~ability~~potential tofor ~~commercialize~~binding ~~our~~price ~~products~~or purchase commitments with its suppliers at higher than market rates;

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

● the timing and success of new products and feature introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;

● the amount and timing of costs and expenses related to the maintenance and expansion of our business and operations;

● general economic, industry and market conditions;

● the hiring, training and retention of key employees, including our ability to develop a sales team;

● litigation or other claims against us;

● our ability to obtain additional financing; ● business interruptions caused by events such as pandemics and natural disasters; and

● advances and trends in new technologies and industry standards.

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

~~The estimates~~● ofconsolidation ~~potential~~among ~~market~~suppliers ~~size for our planned wearable product included~~ in ~~this~~its ~~prospectus may prove to be inaccurate~~industry, ~~and even if the markets in~~ which ~~we compete are such estimated size, our business~~ may ~~not~~harm beits ~~able~~ability to ~~establish~~negotiate afavorable ~~sufficient~~terms ~~market share,~~with ifits ~~any~~suppliers atand ~~all.~~their third-party suppliers;

~~Estimates~~● oflabor ~~market size are subject to significant uncertainty~~ and ~~are~~political ~~based~~unrest on assumptions that may not prove to be accurate. The forecasts in this prospectus relating to, among other things, the expected market for our planned wearable product are based on a number of third-party estimates and assumptions, including, without limitation, level of penetration of CGM in the diabetes treatment market, the level of payer and patient acceptance of CGM technology, the number of people who have diabetes and hypertension, the number of people with diabetes actively treating with insulin, the number of people at ~~risk~~facilities ofit ~~developing~~does diabetes or hypertension, current and projected prevalence of diabetes and hypertension among different populations, the demand for blood pressure monitoring devices, and the demand for noninvasive monitoring and measurement of vital health data in general. While we believe the assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not beoperate ~~correct, and the conditions supporting our assumptions~~ or ~~estimates may change over time. As a result, our estimates may prove to be inaccurate.~~own;

~~Even if~~● ~~demand~~geopolitical ~~matches~~disputes ~~our~~disrupting ~~expectations~~its asor ~~described in this prospectus, we may not be able to capitalize by obtaining a sufficient market share, if~~ any ~~at all. Our growth is subject to many factors, including whether there exist markets for our planned products, the rate~~ of ~~market~~its ~~acceptance~~suppliers’ ofsupply our planned products versus the products of our competitors and our success in implementing our business strategies, each of which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.chains;

~~Our disclosure~~● ~~controls~~business, legal compliance, litigation, and ~~procedures~~financial ~~may~~concerns ~~not~~affecting ~~prevent~~its suppliers or ~~detect~~their ~~all~~ability ~~errors~~to ormanufacture ~~acts~~and ofship ~~fraud.~~components in the quantities, quality, and manner Corvex requires;

~~Upon~~● ~~completion~~impacts ofon ~~this~~its ~~offering,~~supply wechain ~~will~~from ~~become~~adverse ~~subject~~public ~~to the~~health ~~periodic~~developments, ~~reporting~~including ~~requirements~~outbreaks of ~~the~~contagious ~~Exchange~~diseases ~~Act, and will be required to maintain disclosure controls and procedures that are designed to reasonably assure that information required to be disclosed by us in reports we file~~ or ~~submit~~pandemics; ~~under the Exchange Act is recorded, processed, summarized~~ and reported within the time periods specified by the rules and forms of the SEC, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.

As● adisruptions ~~public~~due ~~company, we will also be required~~ to maintain internal control over financial reporting and to report any material weaknesses in those internal controls. Such internal controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A material weakness is a deficiencyfloods, or ~~a combination of deficiencies~~earthquakes, 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. We have identified four material weaknesses in our internal control over financial reporting. The material weaknesses relate to (i) lack of proper segregation of duties across significant accounting cyclesstorms, ~~(ii) lack of effective information technology security policies~~ and ~~control~~other ~~over~~natural ~~access to key systems~~disasters, ~~(iii)~~particularly ~~lack of precision~~ in ~~the~~countries ~~design~~with oflimited ~~internal~~infrastructure ~~control over financial reporting,~~ and ~~(iv)~~disaster ~~lack~~recovery ~~of transaction support and documentation to support certain transactions. Although we are making efforts to remediate these issues~~resources, ~~these~~or ~~efforts~~regional ~~may not be sufficient to avoid similar material weaknesses in the future~~conflicts. ~~Designing and implementing internal controls over financial reporting will be time consuming, costly and complicated as we are a small organization with limited management resources.~~

IfCorvex’s technology infrastructure components suppliers fulfill its supply requirements on the ~~material~~basis ~~weaknesses~~of inindividual ~~our~~purchase ~~internal~~orders. ~~controls~~Corvex ~~are~~currently has no long-term contracts or ~~not~~arrangements ~~fully~~with ~~remediated~~its suppliers that guarantee capacity or ifthe ~~additional~~continuation ~~material~~of ~~weaknesses~~any ~~are~~particular ~~identified,~~payment ~~those~~terms. ~~material~~Accordingly, ~~weaknesses~~Corvex’s suppliers ~~could~~are ~~cause~~not usobligated to ~~fail~~continue to ~~meet~~ ~~our~~fulfill ~~future~~its ~~reporting~~supply ~~obligations~~requirements, ~~reduce~~and the ~~market~~prices it is charged for its products and, if applicable, services could be increased on short notice. Any delay from Corvex’s ~~confidence~~suppliers may result in ~~our~~its ~~financial~~inability ~~statements,~~to ~~harm~~provide ~~our~~its ~~stock~~infrastructure and ~~price~~platform to its customers on a timely basis and fulfill its contractual requirements under its customer contracts, and Corvex may be unable to obtain replacement parts or warranty service on the timelines required to meet its delivery schedules and ~~subject~~service uslevel commitments. Suppliers may also suspend, reduce, or discontinue sales, support, or prioritized allocations to Corvex if Corvex experiences adverse brand or reputational issues or any perceived compliance lapses (including with know-your-customer (“KYC”)/anti-money laundering (“AML”), sanctions, or ~~investigations~~related byscreening ~~Nasdaq~~obligations) that cause Corvex to be viewed as a higher-risk counterparty, which ~~the~~could ~~SEC~~disrupt oroperations, ~~other~~extend ~~regulatory~~lead ~~authorities~~times, increase costs, and impair Corvex’s ability to meet customer commitments. InIf Corvex ~~addition~~is required to change suppliers, ~~our~~its ~~common~~ability ~~stock~~to meet its obligations to its customers, including scheduled compute access, could be adversely affected and its solutions may not be ~~able~~as performant, which could cause the loss of sales from existing or potential customers, delayed revenue, or an increase in its costs, which could adversely affect its margins. The process to ~~remain~~select ~~listed~~and ononboard ~~Nasdaq~~alternate suppliers, including software vendors, may be lengthy, and transitioning suppliers could require installation or engineering work, retraining or other processes that may introduce downtime risk and incremental expense. Any production or shipping interruptions for any reason, such as a natural disaster, epidemics, pandemics, capacity shortages, quality problems, or strike or other ~~securities~~labor ~~exchange~~disruption at one of Corvex’s supplier locations or at shipping ports or locations, could adversely affect sales of its solution and services offerings.

~~For~~In asaddition, ~~long~~Corvex asis wecontinually ~~are~~working anto expand ~~“emerging~~and ~~growth~~enhance ~~company~~its infrastructure features,~~” as~~ ~~defined~~technology, and network and other technologies to accommodate substantial increases in the computing power required by more compute-intensive workloads on its platform, the ~~JOBS~~amount ~~Act~~of data it hosts, and its overall number of total customers. Corvex may be unable to project accurately the rate or atiming ~~non-accelerated~~of ~~filer,~~these asincreases ~~defined~~or into ~~Rule~~allocate ~~12b-2~~resources ~~under~~successfully to address such increases and may underestimate the ~~Exchange~~data ~~Act~~center capacity needed to address such increases. Corvex’s limited number of suppliers, ~~our~~in ~~auditors~~turn, ~~will~~may not be ~~required~~able to ~~attest~~quickly asrespond to ~~our~~its ~~internal~~needs, ~~control~~which ~~over~~would ~~financial~~have ~~reporting~~a negative impact on customer experience and contractual performance. IfIn wethe ~~continue~~future, Corvex may be required to ~~identify~~allocate ~~material~~additional ~~weaknesses~~resources, inincluding ~~our internal~~spending ~~control~~substantial ~~over~~amounts, to ~~financial~~build, ~~reporting~~purchase, ~~are~~lease ~~unable~~or tolicense ~~comply~~data ~~with~~centers ~~the~~and ~~requirements~~equipment ofand ~~Section~~upgrade ~~404~~its technology and network infrastructure in aorder ~~timely~~to ~~manner~~handle increased customer usage, ~~are~~and ~~unable~~ its suppliers may not be able to ~~assert~~satisfy such requirements. There is no assurance that ~~our~~Corvex ~~internal~~will ~~control~~be ~~over~~able to ~~financial~~enter ~~reporting~~into isagreements ~~effective~~to orbuild, ~~once required~~purchase, ~~our~~lease ~~independent~~or ~~registered~~license ~~public accounting~~data ~~firm~~centers isand ~~unable~~related toequipment ~~attest~~and infrastructure in a timely manner or on terms that ~~our~~are ~~internal~~favorable ~~control~~to ~~over~~Corvex. ~~financial~~If ~~reporting~~Corvex is ~~effective,~~not ~~investors~~able ~~may~~to ~~lose~~expand ~~confidence in~~its ~~the~~data ~~accuracy~~center ~~and~~capacity ~~completeness~~to meet the demands of ~~our~~its ~~financial~~customers, its ~~reports~~business, ~~and~~operating ~~the~~results, ~~market~~financial ~~price~~condition, ofand ~~our~~prospects ~~common~~may ~~stock~~be ~~could~~adversely ~~decrease~~affected. WeIn ~~could~~addition, ~~also~~Corvex’s network or ~~become~~its ~~subject~~suppliers’ networks might be unable to ~~stockholder~~achieve or ~~other~~maintain ~~third-party~~data ~~litigation~~transmission ascapacity ~~well~~high asenough ~~investigations~~to byeffectively ~~the~~deliver ~~securities~~its services. ~~exchange~~Corvex may also face constraints on ~~which~~its ~~our securities~~ability ~~are~~to ~~listed~~deliver its platform, ~~the~~solutions, ~~SEC~~and services if there is limited power supply. Corvex’s failure, or ~~other~~its ~~regulatory~~suppliers’ ~~authorities~~failure, ~~which~~to ~~could~~achieve ~~require~~or ~~additional~~maintain ~~financial~~high ~~and~~data ~~management~~transmission ~~resources~~capacity and sufficient electrical services would impact its ability to meet customer needs and could ~~result~~significantly inreduce ~~fines~~consumer demand for its services. Such reduced demand and resulting loss of compute, ~~trading~~cost ~~suspensions~~increases, or ~~other~~failure ~~remedies~~to upgrade its equipment or adapt to new technologies would harm its business, operating results, financial condition, and prospects.

~~Any~~Moreover, ~~control~~Corvex’s ~~system,~~suppliers nothemselves rely ~~matter~~on ~~how~~a ~~well~~complex ~~designed~~network of third-party suppliers for semiconductor manufacturing, hardware components, and ~~operated~~other critical inputs, which ~~can~~introduces ~~provide~~additional ~~only~~risks ~~reasonable,~~to ~~not~~its ~~absolute~~supply chain. For example, ~~assurance~~NVIDIA ~~that~~relies ~~the~~on ~~control~~suppliers ~~system’s~~such ~~objectives~~as ~~will~~Taiwan beSemiconductor ~~met~~Manufacturing Company for semiconductor fabrication and other manufacturers for compute and networking components. ~~Because~~Any ofdisruption in the ~~inherent~~operations of these ~~limitations~~upstream insuppliers, ~~all~~whether ~~control~~due ~~systems~~to equipment failures, nogeopolitical ~~evaluation~~factors ofsuch ~~controls~~as ~~can~~the ~~provide~~potential ~~absolute~~for ~~assurance~~military ~~that~~conflict ~~misstatements~~between ~~due~~China and Taiwan, or supply chain constraints, could affect Corvex’s suppliers’ ability to ~~error~~supply orthe significant components of ~~fraud~~the ~~will~~equipment ~~not~~it ~~occur~~uses orto ~~that~~operate ~~all~~its ~~control~~platform ~~issues~~and provide its solutions and ~~instances~~services to its customers, which would, in turn, affect the availability of ~~fraud~~its ~~will~~solutions beand ~~detected~~services, as well as lead times.

~~The~~In ~~issuance~~addition, to the extent any of ~~additional~~Corvex’s suppliers’ ~~stock~~businesses are impacted by business, legal compliance, litigation, and financial concerns, including regulatory scrutiny and export controls, its business, operating results, financial condition, and prospects may be adversely affected. For example, increasing use of tariffs, economic sanctions and export controls has impacted and may in ~~connection~~the future impact the availability and cost of GPUs and ~~with~~other ~~financings~~components of Corvex’s platform. Broad-based tariffs imposed on imported goods have increased the cost of, ~~acquisitions~~among other goods, semiconductors ~~our~~and ~~equity~~GPUs ~~incentive~~imported ~~plan~~into the United States. Escalation of tariffs or other trade restrictions applicable to semiconductors, server ~~upon~~hardware, ~~exercise~~networking equipment, or power infrastructure could increase equipment costs, extend lead times, and reduce availability. Intensifying geopolitical tensions or conflict affecting key technology manufacturing hubs, including potential disruptions impacting the Taiwan semiconductor ecosystem, could materially impair Corvex’s suppliers’ ability to deliver critical components on required schedules or at expected costs, which could adversely affect Corvex’s ability to meet customer demand and its operating results. Further, stringent export controls targeting semiconductor manufacturing equipment and other items related to advanced integrated circuits may increase the cost of ~~outstanding~~such ~~warrants~~equipment or otherwise ~~will~~limit ~~dilute~~the ~~our~~supply ~~existing~~chain. Additional export restrictions imposed on components ~~stockholders~~of Corvex’s technologies may also provoke responses from foreign governments that negatively impact its supply chain, increase the costs for affected imported goods, or limit its ability to obtain additional hardware components, which would also substantially reduce its ability to provide or develop its platform, solutions, and services.

IfIn the event of a supplier unavailability or wediscontinuation ~~issue~~of ~~additional~~services, ~~equity~~component ~~securities~~shortage, ~~our~~or ~~existing~~supply ~~stockholders’~~interruption, ~~percentage~~Corvex ~~ownership~~may ~~will~~not be ~~reduced~~able ~~and~~to ~~these~~secure ~~stockholders may~~alternate ~~experience~~sources ~~substantial~~in ~~dilution~~a timely manner. WeSecuring ~~may~~alternate ~~also~~sources ~~issue~~of ~~equity~~supply ~~securities~~for ~~that~~these ~~provide~~components ~~for~~or ~~rights~~services may be time-consuming, ~~preferences~~difficult, and ~~privileges~~costly ~~senior~~and Corvex may not be able to ~~those~~source ofthese ~~our~~components ~~common~~or ~~stock. Subject~~services toon ~~compliance~~terms ~~with~~that ~~applicable~~are ~~rules~~acceptable ~~and~~to ~~regulations~~it, weor ~~may~~at ~~issue~~all, ~~our~~which ~~shares~~may ofundermine ~~common~~its ability ~~stock~~to infill ~~connection~~its ~~with~~orders in a ~~financing,~~timely ~~acquisition,~~manner. ~~our~~Any ~~equity~~interruption ~~incentive~~or ~~plan,~~delay ~~upon~~in ~~exercise~~the supply of ~~outstanding~~any ~~warrants~~of these components or ~~otherwise.~~services, or the inability ~~Any~~to ~~such~~obtain ~~issuance~~these ~~could~~components ~~result~~or inservices ~~substantial~~from ~~dilution~~alternate tosources ~~our~~at ~~existing~~acceptable ~~stockholders~~prices and ~~cause~~within ~~the~~a ~~trading~~reasonable ~~price~~amount of ~~our~~time, ~~common~~would harm ~~stock~~Corvex’s ability to ~~decline~~meet the demand of its customers, which in turn would have an adverse effect on its business, operating results, financial condition, and prospects.

~~Prior to~~Corvex’s ~~the~~business ~~completion~~would ofbe ~~our~~harmed if ~~initial~~it ~~public~~were ~~offering,~~not ~~there~~able ~~will~~to ~~have~~access ~~been~~sufficient nopower ~~public~~or ~~trading~~by ~~market~~increased ~~for~~costs ~~our~~to ~~common~~procure ~~stock.~~power, Anprolonged ~~active public~~power ~~trading~~outages, ~~market~~shortages, ~~for~~or ~~our common stock may not develop and our securities may trade below the public offering price~~capacity constraints.

~~The offering~~Corvex ~~under~~depends ~~this~~on ~~prospectus~~being isable ~~an initial public offering of our common stock. Prior~~ to ~~the~~secure ~~closing of the offering,~~power ~~there~~for ~~will~~its ~~have~~data ~~been~~center nofacilities, ~~public~~in ~~market~~a ~~for~~cost-effective ~~our common stock~~manner. AnCorvex’s ~~active~~inability ~~public~~to ~~trading~~secure ~~market~~sufficient ~~for~~power ~~our~~or ~~common~~any ~~stock~~power ~~may not develop~~outages, ~~after~~shortages, ~~the~~supply ~~completion~~chain ofissues, ~~the~~capacity ~~offering. If~~constraints, anor ~~active~~significant ~~trading~~increases ~~market~~in ~~for our common stock does not develop after this offering,~~ the ~~market~~cost ~~price and liquidity~~ of ~~our~~securing ~~common~~power ~~stock~~could ~~may~~have bean ~~materially~~adverse ~~and adversely affected. The public offering price for our~~effect ~~common~~on ~~stock~~its ~~has~~business, ~~been~~operating ~~determined~~results, byfinancial ~~negotiation among us and the underwriter based upon several factors~~condition, and ~~the~~prospects. ~~price~~There atcan ~~which our~~be ~~common~~no ~~stock~~assurance ~~trades~~that ~~after~~we ~~this~~will ~~offering~~be ~~may~~able ~~decline~~to ~~below~~secure ~~the public offering price. Investors in our common stock may experience~~sufficient, acost-effective ~~significant~~electrical ~~decrease~~power inand ~~the~~suitable ~~value~~data ofcenter ~~their~~space ~~shares~~on ofacceptable ~~common~~terms, ~~stock regardless of our operating performance~~ or ~~prospects~~at all.

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

Even if an active market for our common stock develops (and we cannot assure you that this will occur), the market price for our common stock may be volatile and subject to wide fluctuations in response to factors including the following:

● actual or anticipated fluctuations in our quarterly or annual operating results;

● changes in financial or operational estimates or projections;

● conditions in markets generally;

● changes in the economic performance or market valuations of companies similar to ours; and

● general economic or political conditions in the United States or elsewhere.

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

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

● developments or disputes concerning our product’s intellectual property rights;

● our or our competitors’ technological innovations;

● changes in market valuations of similar companies;

● announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, capital commitments, new technologies, or patents; and

● failure to complete significant transactions or collaborate with vendors in manufacturing our product.

~~Any of~~Corvex’s ~~these~~data ~~factors~~center ~~may~~facilities ~~result~~are inaffected by ~~large~~problems ~~and~~accessing ~~sudden~~electricity ~~changes~~sources, insuch ~~the~~as ~~volume~~planned or unplanned power outages and ~~trading~~limitations ~~price~~on oftransmission ~~our~~or ~~common~~distribution of ~~stock~~power. ~~The~~Unplanned ~~stock~~power ~~market~~outages, including, but not limited to those relating to large storms, earthquakes, fires, tsunamis, cyberattacks, physical attacks on utility infrastructure, war, and any failures of electrical power grids more generally, ~~has~~and ~~from~~planned ~~time~~power tooutages by ~~time~~public ~~experienced~~utilities ~~significant~~could ~~price~~harm Corvex’s customers and ~~volume~~its ~~fluctuations~~business. ~~that~~Further, ~~are~~Corvex may not ~~related~~control access to building infrastructure such as generators or fuel tanks at any leased data center facilities. As a result, in the ~~operating~~event ~~performance~~ of ~~particular~~a ~~companies~~power outage, Corvex could be dependent upon the landlord, as well as the utility company, to restore the power. ~~These~~Even ~~market~~if ~~fluctuations~~Corvex ~~may~~attempts ~~also~~to ~~materially~~limit its exposure to system downtime by using backup generators, which are in turn supported by onsite fuel storage and through contracts with fuel suppliers, these measures may not always prevent downtime or solve for long-term or large-scale outages. Any outage or supply disruption could adversely affect Corvex’s ~~the~~customer ~~market~~experience, ~~price~~as ofwell ~~shares~~as ofits ~~our common~~business, ~~stock~~operating results, financial condition, and prospects.

~~Our~~The ~~failure~~global energy market is currently experiencing inflation and volatility pressures. Various macroeconomic and geopolitical factors are contributing to ~~meet~~the instability and global power shortage, including the ~~continued~~war ~~listing~~in Russia/Ukraine, severe weather events, governmental regulations, government relations, and inflation. ~~requirements~~Corvex ofexpects ~~Nasdaq~~the cost for power to continue to be volatile and unpredictable and subject to inflationary pressures, which could ~~result~~materially affect inits afinancial ~~de-listing~~forecasting, ofbusiness, ~~our~~operating ~~common~~results, ~~stock~~financial condition, and prospects.

WeIf ~~have applied to list our common stock on the Nasdaq Capital Market. Subject to Nasdaq~~Corvex’s ~~approval,~~data ~~upon~~center ~~the closing of this offering, our common stock will be listed on Nasdaq Capital~~providers ~~Market. If, after listing, we~~ fail to ~~satisfy~~meet the ~~continued listing~~ requirements of ~~Nasdaq~~its business, ~~such~~or asif the ~~corporate~~data ~~governance~~center ~~requirements or~~facilities ~~the~~experience ~~minimum~~damage, ~~closing bid price requirement~~interruption, ~~Nasdaq~~or ~~may take steps to delist our common stock. Such~~ a ~~delisting~~security ~~would likely~~breach, ~~have~~its ~~a negative effect on the price of our common stock and would impair your~~ ability to ~~sell or purchase our common stock when you wish to do so. In the event of a delisting, we would take actions to restore our compliance with Nasdaq’s listing requirements, but we can~~ provide noaccess ~~assurance that any such action taken by us would allow our common stock~~ to ~~become~~its ~~listed~~infrastructure ~~again,~~and ~~stabilize the~~maintain ~~market price or improve~~ the ~~liquidity~~performance of ~~our~~its ~~common~~network ~~stock,~~could ~~prevent~~be ~~our~~negatively ~~common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements~~impacted.

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

~~Our Third~~If ~~Amended~~third ~~and~~parties ~~Restated~~fail ~~Certificate~~to ofsuccessfully ~~Incorporation, which will become effective upon the closing of this offering (the “Certificate~~deliver ofon ~~Incorporation”),~~such ~~specifies~~performance ~~that~~requirements, ~~unless~~Corvex’s weability ~~consent in writing~~ to ~~the~~maintain ~~selection of an alternative forum,~~ the ~~Court~~performance of ~~Chancery~~ ofits ~~the~~network ~~State~~would ~~of Delaware will~~ be ~~the~~negatively ~~sole~~impacted. ~~and exclusive forum for most legal actions involving claims brought against us by stockholders; provided that~~Similarly, ~~the exclusive forum provision will not apply to suits brought to enforce any liability or duty~~ ~~created by the Securities Act~~failures, ~~the Exchange Act~~defects, ~~the rules and regulations thereunder~~ or ~~any~~delays ~~other~~in ~~claim~~Corvex’s ~~for~~own ~~which~~software ~~the~~or federal courts have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in ~~another~~open-source ~~state~~ or ~~federal~~commercially ~~court~~licensed ~~sitting in~~software ~~the~~it ~~State~~uses ofcan ~~Delaware.~~impair ~~Our Certificate of Incorporation further provides that~~availability, ~~unless we consent in writing to the selection~~ ~~of an alternative forum~~functionality, ~~the~~or ~~federal~~security ~~district~~and ~~courts~~could ofresult ~~the~~in ~~United~~service ~~States of America shall~~credits, toliquidated ~~the fullest extent permitted by law~~damages, beor ~~the~~termination ~~sole~~rights ~~and exclusive forum for the resolution of any complaint asserting a cause of action arising~~ under ~~the~~its ~~Securities Act.~~customer Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our Certificate of Incorporation described abovecontracts.

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

~~We have~~Other ~~not~~factors, ~~paid~~many ~~dividends~~of inwhich ~~the~~are ~~past~~beyond ~~and~~Corvex’s control, ~~have~~that nocan ~~immediate~~affect ~~plans~~the todelivery, ~~pay~~performance, ~~dividends.~~and availability of its platform include:

~~We plan~~● tothe ~~reinvest all of our earnings~~development, ~~to the extent we have earnings~~maintenance, ~~in order to further develop our technology~~ and ~~potential products~~functioning ~~and~~of ~~to cover operating costs. We do not plan to pay any cash dividends with respect to our securities in~~ the ~~foreseeable~~ ~~future. We~~infrastructure ~~cannot~~of ~~assure you that we would, at any time, generate sufficient surplus cash that would be available for distribution to~~ the ~~holders~~internet ~~of our common stock~~ as a ~~dividend. Therefore, you should not expect to receive cash dividends on the common stock we are offering.~~ whole;

~~We may~~● ~~allocate~~ the ~~net~~performance ~~proceeds~~and ~~from~~availability ~~this~~of ~~offering~~third-party intelecommunications ~~ways~~services ~~that~~with ~~differ from~~ the ~~estimates~~necessary ~~discussed~~speed, indata ~~the~~capacity, ~~section~~and ~~titled~~security ~~“Use of~~for ~~Proceeds”~~providing ~~and~~reliable ~~with~~internet ~~which~~access ~~you~~and ~~may not agree.~~services;

~~The~~● ~~allocation of net proceeds of this offering set forth in~~ the ~~“Use~~success of Proceeds” section below represents our estimates based upon our current plans and assumptions regarding industry and general economic conditions, and our future revenues and expenditures. The amounts and timing of our actual expenditures will depend on numerous factors, including market conditions, cash generated by our operations, business developments and related rate of growth. We may find it necessary or advisable to use portions of the proceeds from this offering for other purposes. Circumstances may give rise to a change in the use of proceeds. You may not have an opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use our proceeds. As a result, you and other stockholders may not agree with our decisions. Our failure ~~to apply the net proceeds from this offering effectively could result in financial losses that could have a material adverse impact on our business, cause the price~~ of ~~our common~~its ~~stock~~redundancy ~~to decline and delay the development of our technology and potential products. See “Use of Proceeds” for additional information.~~systems;

~~You will~~● ~~experience immediate dilution in~~ the ~~book~~success ~~value~~or ~~per~~failure ~~share~~ of ~~the~~its ~~common~~disaster ~~stock~~recovery ~~you~~and ~~purchase.~~business continuity plans;

~~Because~~● ~~the~~decisions ~~price~~by ~~per share of our common stock being offered is substantially higher than~~ the ~~book~~owners ~~value~~and ~~per~~operators ~~share~~ of ~~our~~the ~~common~~data ~~stock,~~center ~~you~~facilities ~~will~~where ~~experience~~its ~~substantial~~infrastructure ~~dilution~~is ininstalled ~~the~~or ~~net tangible~~by ~~book~~global ~~value~~telecommunications ofservice ~~the~~provider ~~common~~partners ~~stock~~who ~~you~~provide ~~purchase~~it inwith ~~this~~network ~~offering.~~bandwidth ~~Based~~to onterminate ~~the~~its ~~offering price of $ per share~~contracts, ifdiscontinue ~~you purchase~~services ~~shares~~to ofit, ~~common~~shut ~~stock~~down inoperations ~~this~~or ~~offering~~facilities, ~~you~~increase ~~will~~prices, ~~experience~~change ~~immediate~~service ~~and~~levels, ~~substantial~~limit ~~dilution~~bandwidth, ofdeclare ~~$ per share as of September 30~~bankruptcy, ~~2020,~~breach ~~representing~~their ~~the~~contracts ~~difference~~with ~~between our pro forma as adjusted net tangible book value per share~~it, ~~after~~or ~~giving effect~~prioritize ~~to this offering. See~~ the ~~section~~traffic of ~~this~~other ~~prospectus captioned “Dilution” for a more detailed discussion of the dilution you will incur if you purchase common stock in this offering.~~parties;

~~Concentration of~~● ~~ownership~~its ~~among~~ability ~~our~~to ~~existing~~enter ~~executive~~into ~~officers,~~data ~~directors~~center agreements and ~~significant~~leases ~~stockholders~~according ~~may~~to ~~prevent~~its ~~new~~business ~~investors~~needs ~~from~~and ~~influencing significant~~on ~~corporate~~terms ~~decisions.~~and with counterparties acceptable to it; and

~~All decisions with respect to the management of the Company will be made by our board of directors and our executive officers, who, before this offering, beneficially own approximately [~~●~~]% of~~ ~~our~~changing ~~common~~sentiment ~~stock. After the issuance of our common stock in this offering, management will beneficially own at least approximately [●]% of our common stock if all shares of common stock offered~~ by ~~this~~government ~~prospectus~~regulators ~~are~~relating ~~sold.~~to Indata ~~addition,~~center ~~before this offering~~development, ~~(i)~~ ~~Leabman Holdings LLC beneficially owns approximately [●]% of our common stock (~~including ~~shares~~in ofresponse ~~which such stockholder has the right~~ to ~~acquire~~public ~~beneficial~~concerns ~~ownership~~regarding ~~within~~environmental 60impact ~~days~~and ~~pursuant to conversion privileges)~~development, ~~and after this offering will beneficially own approximately [●]% of our common stock and (ii) the Fairbairn Trusts beneficially own approximately [●]% of our common stock (including shares of~~ which ~~the~~may Fairbairn Trusts have the right to acquire beneficial ownership within 60 days pursuant to conversion privileges), and after this offering will beneficially own approximately [●]% of our common stock. As a result, ~~these~~in ~~stockholders~~restrictive ~~will~~government beregulation able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of our Certificate of Incorporation and approval of significant corporate transactions. This control could have the effect of delaying or ~~preventing~~otherwise aimpact ~~change of control of~~ the ~~Company~~ orfuture ~~changes~~construction ~~in management, in each case, which other stockholders might find favorable, and will make the approval~~ of ~~certain transactions~~additional ~~difficult~~data ~~or impossible without the support of these significant stockholders~~centers.

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

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

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

WeA substantial portion of Corvex’s ~~are~~revenue anis ~~“emerging~~driven ~~growth~~by ~~company”~~a ~~under~~limited ~~the~~number ~~JOBS~~of ~~Act~~its customers, and wethe ~~cannot~~loss beof, ~~certain~~or ifa ~~the~~significant ~~reduced~~reduction ~~disclosure~~in, ~~requirements applicable~~spend tofrom ~~emerging~~one ~~growth~~or ~~companies~~a ~~will~~few ~~make~~of ~~our~~its top ~~common~~customers ~~stock~~would ~~less~~adversely ~~attractive~~affect toits ~~investors~~business, operating results, financial condition, and prospects.

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

WeFor the nine months ended September 30, 2025, ~~will~~four ~~remain~~customers anaccounted ~~“emerging~~for ~~growth~~approximately ~~company”~~39%, 23%, 23% and 10%, respectively, of Corvex’s unaudited revenue. None of Corvex’s other customers represented 10% or more of its revenue for upthe tonine ~~five~~months ~~years~~ended September 30, ~~although~~2025. weAny ~~will~~negative ~~lose~~changes ~~that~~in ~~status~~demand ~~sooner~~from Corvex’s iftop ~~our~~customers, ~~annual~~in its top customers’ ability or willingness to perform under their contracts with Corvex or in Corvex’s ~~revenues~~broader ~~exceed~~strategic $1relationship with its top customers would adversely affect its business, operating results, financial condition, and prospects.07 ~~billion~~In addition to risks associated with customers discontinuing use of its solutions, ifCorvex wefaces ~~issue~~risks ~~more~~that ~~than~~customers $1may ~~billion~~fail to incontinue ~~non-convertible~~usage ~~debt~~following inrenewal events, or even during the term of a ~~three~~lease. Corvex offers varying lease lengths and therefore faces renewal timing risk and credit-~~year~~quality ~~period~~risk from its counterparties. Where contractual offtake periods are shorter than associated lease obligations, orCorvex ifbears the ~~market~~risk that renewal will occur at lower prices or not at all, requiring rapid replacement of non-performing ~~value~~or non-renewing customers and potentially resulting in periods of ~~our~~under-utilized ~~common~~capacity ~~stock~~and ~~that~~lower iscash ~~held~~flows. byAdditionally, Corvex may experience contractual non-~~affiliates~~performance ~~exceeds~~by ~~$700~~certain ~~million~~customers, aswhich ofmay ~~any~~result ~~June~~in 30losses.

We Corvex anticipates that it will ~~incur~~continue to derive a significant ~~increased~~portion ~~costs~~of asits revenue from a ~~result~~limited number of ~~becoming~~customers afor ~~public~~the ~~company~~foreseeable ~~that~~future, ~~reports~~and in some cases, the portion of its revenue attributable to certain customers may increase in the ~~SEC~~future. ~~and~~The ~~our~~composition ~~management~~of ~~will~~Corvex’s customer base, including beits ~~required~~top customers, may fluctuate from period to ~~devote~~period ~~substantial~~given ~~time~~that its customer composition has evolved and is expected to ~~meet~~continue ~~compliance~~to evolve ~~obligations~~significantly as its business continues to evolve and scale and as the use cases for AI continue to develop. However, Corvex may not be able to maintain or increase revenue from its top customers for a variety of reasons, including the following:

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

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

●

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

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

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

IfCorvex’s future growth is dependent upon ~~securities~~its ability to continue to meet the needs of new customers and the expanding needs of its existing customers as their use of its platform, solutions, and services grows. As sales of its platform grow, Corvex will need to devote additional resources to expanding, improving, and maintaining its infrastructure and integrating with third-party applications. In addition, Corvex will need to appropriately scale its internal business systems and its services organization, including customer support, to serve its growing customer base, and to improve its IT and financial infrastructure, operating and administrative systems, and its ability to effectively manage headcount, capital and processes, including by reducing costs and inefficiencies. Any failure of, or ~~industry~~delay ~~analysts~~in, dothese efforts could result in impaired system performance and reduced customer satisfaction, which would negatively impact Corvex’s revenue growth and its reputation and could cause existing customers to reduce or terminate use of its platform. Corvex may not ~~publish~~be ~~research~~successful ~~reports~~in ~~about~~developing ~~our~~or ~~business~~implementing these technologies. In addition, it takes a significant amount of time to plan, develop and test improvements to Corvex’s technologies and infrastructure, and it may not be able to accurately forecast demand or ifpredict ~~they~~the ~~issue~~results anit ~~adverse~~will ~~opinion~~realize ~~about~~from such improvements. ~~our~~In ~~business~~some circumstances, Corvex may also determine to scale its technology through the ~~price~~acquisition of ~~our~~complementary ~~common~~businesses ~~stock~~and technologies rather than through internal development, which may divert management’s time and ~~trading~~resources. ~~volume~~To ~~could~~the ~~decline~~extent that Corvex does not effectively scale its operations to meet the needs of its growing customer base and to maintain performance as its customers expand their use of its services, Corvex will not be able to grow as quickly as it anticipates, its customers may reduce or terminate use of its platform and it will be unable to compete as effectively and its business, operating results, financial condition, and prospects will be adversely affected.

~~The trading~~Corvex ~~market~~continually ~~for~~works ~~our~~to ~~common~~upgrade ~~stock~~and ~~will~~enhance its beplatform, ~~influenced~~solutions, byand ~~the~~services ~~research~~in ~~and~~response ~~reports~~to ~~that~~customer ~~industry~~demand orand ~~securities~~to ~~analysts~~keep ~~publish about~~up uswith ortechnological ~~our business~~changes. WePart doof ~~not~~this ~~currently~~process entails ~~have~~cycling ~~and~~out ~~may~~outdated ~~never~~components ~~obtain~~of ~~research~~Corvex’s ~~coverage~~infrastructure byand ~~securities~~replacing ~~and~~them ~~industry~~with ~~analysts. If~~the nolatest ortechnology ~~few~~available. ~~analysts~~This requires ~~commence~~Corvex ~~research~~to ~~coverage~~make ofcertain ~~us,~~estimates orwith ~~one~~respect orto ~~more~~the useful life of the ~~analysts~~components ~~who~~of ~~cover~~its usinfrastructure ~~issues~~and anto ~~adverse~~maximize ~~opinion~~the ~~about~~value ~~our~~of ~~company,~~ the ~~price~~components of ~~our~~its ~~common~~infrastructure, ~~stock~~including ~~would~~its ~~likely~~GPUs, ~~decline.~~to Ifthe ~~one~~fullest orextent ~~more~~possible. ofCorvex ~~these~~cannot ~~analysts~~guarantee ~~ceases~~that ~~research~~its ~~coverage~~estimates ofwill usbe accurate or ~~fails~~that toits ~~regularly~~attempts ~~publish~~at ~~reports~~maximizing onvalue ~~us,~~will webe ~~could~~successful. ~~lose~~Any ~~visibility~~changes into the ~~financial~~significant ~~markets,~~assumptions ~~which~~underlying inCorvex’s estimates ~~turn~~or ~~could~~to ~~cause~~ the ~~price~~estimates of ~~our~~its ~~common~~components’ ~~stock~~useful lives, or ~~trading~~any ~~volume~~inability to ~~decline~~redeploy components of its existing infrastructure to extend past their contracted life could significantly affect its business, operating results, financial condition, and prospects.

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

~~Upon~~In addition, Corvex must also continue to effectively ~~the~~manage ~~closing~~its ofcapital ~~this~~expenditures ~~offering,~~by ~~provisions~~maintaining ofand ~~our~~expanding ~~Certificate~~its ofdata ~~Incorporation~~center capacity, servers and ~~bylaws~~equipment, grow in geographies where it currently has limited or no presence, and ~~applicable~~ensure ~~provisions~~that the performance, features, and reliability of ~~Delaware~~its services and its customer ~~law~~service remain competitive in a rapidly changing technological environment. Depreciation of our infrastructure assets may ~~delay~~occur faster or ~~discourage~~slower ~~transactions~~than ~~involving~~currently anestimated ~~actual~~as ora ~~potential~~result of technological change, inconfiguration ~~control~~mismatches, or ~~change~~changes in ~~our~~utilization, ~~management~~which could materially affect reported results, ~~including~~cash flows, and covenant calculations and may necessitate earlier-than-planned replacements or write-downs. ~~transactions~~Corvex’s inreturns ~~which~~on ~~stockholders~~capital ~~might~~expenditures ~~otherwise~~are ~~receive~~uncertain aand ~~premium~~may ~~for~~be ~~their~~reduced ~~shares~~or may be negative due to factors such as changes in equipment pricing over time, higher than expected cost of capital, under-utilization or ~~transactions~~excess ~~that~~capacity, ~~our~~configuration ~~stockholders~~mismatches ~~might~~with ~~otherwise~~customer ~~deem~~demand, renewal pricing pressure, customer credit deterioration, and liquidated damages or service credits for failure to bemeet SLAs, inany ~~their~~of ~~best~~which ~~interests~~can lower cash flows and impair project economics. ~~The~~ If ~~provisions~~Corvex infails ~~our~~to ~~Certificate~~manage its growth, the quality of ~~Incorporation~~its platform may suffer, which could negatively affect its brand and ~~bylaws:~~reputation and harm its ability to retain and attract customers and employees, and it may fail to achieve anticipated returns on its investments.

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

● classifies our board of directors into three classes, with members of each class serving staggered three-year terms;

● limit who may call stockholder meetings;

● do not provide for cumulative voting rights;

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

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

● provide that stockholders may only amend our Certificate of Incorporation and Bylaws upon a supermajority vote of stockholders; and

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

In addition, once we become a publicly traded corporation, section 203 of the Delaware General Corporation Law may limit our ability to engage in any business combination with a person who beneficially owns 15% or more of our outstanding voting stock unless certain conditions are satisfied. This restriction lasts for a period of three years following the share acquisition. These provisions may have the effect of entrenching our management team and may deprive you of the opportunity to sell your shares to potential acquirers at a premium over prevailing prices. This potential inability to obtain a control premium could reduce the price of our common stock. See “Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Charter Documents” for additional information.

~~SPECIAL~~The broader adoption, use, and commercialization ~~NOTE~~of ~~REGARDING~~AI ~~FORWARD-LOOKING~~technology, ~~STATEMENTS~~and ~~AND~~the ~~OTHER~~continued ~~INFORMATION~~rapid pace of developments in the AI field, are inherently uncertain. Failure by Corvex’s customers to ~~CONTAINED~~continue INto ~~THIS~~use ~~PROSPECTUS~~its platform to support AI use cases in their systems, or its ability to keep up with evolving AI technology requirements and regulatory frameworks, could have a material adverse effect on its business, operating results, financial condition, and prospects.

~~This prospectus~~As ~~contains~~part ~~forward-looking statements. All statements other than statements~~ of ~~historical~~its ~~facts~~growth ~~contained in this prospectus, including statements regarding our~~ strategy, ~~future~~Corvex ~~operations, future financial position, future revenue, projected costs, prospects,~~seeks ~~plans,~~to ~~objectives~~attract ~~of management~~ and ~~expected~~acquire ~~market~~customers ~~growth~~requiring ~~are forward~~high-~~looking~~performance ~~statements. Forward-looking~~computing, ~~statements give our current expectations or forecasts of future events. You can find many (but not all) of these statements by looking for words~~ such as ~~“approximates~~AI,” ~~“believes,”~~machine ~~“hopes~~learning,” ~~“expects,”~~and ~~“anticipates,” “estimates,”~~automated ~~“projects,”~~decision-making ~~“intends~~technologies,~~” “plans,” “would,” “should,”~~ ~~“could,”~~including ~~“may”~~proprietary orAI ~~other~~algorithms ~~similar~~and ~~expressions~~models ~~in this prospectus. These statements may be found principally under the sections entitled “Prospectus Summary~~(collectively,” “~~Risk~~AI ~~Factors,~~Technologies” ~~“Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business~~).” These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Actual results may differ materially from those discussed as a result of various factors, including, but not limited to:

●AI ~~our~~has ~~limited~~been ~~operating~~developing ~~history~~at a rapid pace, and ~~our~~continues to ~~ability~~evolve and change. As demand continues for AI services, AI providers, including Corvex’s customers, have sought increased compute capacity to ~~achieve~~enable advancements in their AI models and service the demands of end users. Corvex cannot predict whether additional computing power will continue to be required to develop larger, more powerful AI models, or if the practical limits of AI technology will plateau in the future regardless of available compute capacity. Further, there have been recent advancements in AI technology, including open-source AI models, that may lead to compute and other efficiencies that may impact the demand for AI services, including Corvex’s platform, solutions, and services, which may adversely impact its revenue and profitability;. In the event that existing scaling laws do not continue to apply as they have in the past, demand by Corvex’s customers for compute resources, including its solutions and services, may not continue to increase over time, or may decrease if overall demand for AI is impacted by a lack of further technological development. If Corvex is unable to keep up with the changing AI landscape or in developing services to meet its customers’ evolving AI needs, or if the AI landscape does not develop to the extent it or its customers expect, its business, operating results, financial condition, and prospects may be adversely impacted.

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

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

●Furthermore, the ~~impact~~rapid pace of innovation in the ~~COVID-19~~field of AI has led to developing and evolving regulatory frameworks globally, which are expected to become increasingly complex as AI continues to evolve. Regulators and lawmakers around the world have started proposing and adopting, or are currently considering, regulations and guidance specifically on ~~our~~the ~~business~~use of AI. Regulations related to AI Technologies have been introduced in the United States at the federal level and ~~local~~are also enacted and ~~global~~advancing ~~economic~~at ~~conditions;~~the state level. Additional regulations may impact Corvex’s customers’ ability to develop, use and commercialize AI Technologies, which would impact demand for its platform, solutions, and services and may affect its business, operating results, financial condition, and prospects.

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

● our ability to attract and retain highly qualified personnel, including the retention of our founder;

● 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;

● our dependence on the successful commercialization of our proposed wearable product;

● our dependence on third parties to design, manufacture, market and distribute our proposed 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 to secure required FCC, FDA and other regulatory approvals from governmental authorities in United States;

● the impact of healthcare regulations and reform measures;

● the accuracy of our estimates of market size for our planned wearable product;

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

● our success at managing the risks involved in the foregoing items; and

● other factors discussed in the “Risk Factors” section of this prospectus.

These statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents referenced in this prospectus and filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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

~~Overview~~Corvex requires substantial capital expenditures to support its growth and respond to business challenges. Corvex has made significant financial investments in its business, and it intends to continue to make such investments in the future, including expenditures to procure components for, maintain, upgrade, and enhance its platform, including costs related to obtaining third-party chips and leasing and maintaining, enhancing, and expanding its data centers. The pricing of GPUs, servers, networking, cooling, and other critical equipment can be volatile and subject to rapid technological change; next-generation product launches, supply/demand imbalances, or shifts in customer preferences can reduce the market value of existing configurations and increase the cost of required upgrades or replacements, all of which may adversely affect expected returns on prior capital expenditures. While Corvex has historically been able to fund capital expenditures from cash generated from operations, equity and debt financings, factors outside of its control, including those described in this “Risk Factors” section, could materially reduce the cash available from operations, impede its ability to raise additional capital, or significantly increase its capital expenditure requirements, which may result in its inability to fund the necessary level of capital expenditures to maintain and expand its operations. In addition, the useful life and commercial relevance of certain assets may be shorter than the term of related indebtedness or leases, creating asset-liability duration mismatches. For example, Corvex may be party to a three-year lease on B200 GPUs with offtake commitments of less than three years, or a 10-year data center lease supported by only 3- to 5-year customer offtakes. For example, certain current facilities include data center space leased on three-year terms while a meaningful portion of corresponding customer contracts in those locations are shorter than one year, and financing leases associated with equipment may also have three-year terms; combined with input price volatility and uncertainty in depreciation and useful life, these duration mismatches could increase under-utilization risk, reduce or delay cash flows, necessitate re-marketing at lower prices, and pressure liquidity and covenant compliance. If Corvex cannot renew customer contracts on acceptable terms or replace expiring customer commitments at comparable or higher pricing, it may face excess or under-utilized capacity while continuing to service associated obligations. There can also be no assurance that depreciation of our assets will occur on the timelines originally anticipated, and asset-liability duration mismatches could be exacerbated or caused by changes to treatment of depreciation in applicable tax codes or by unexpected variance in the useful life of our assets. Changes in state and local tax regimes (including property and sales/use taxes), incentives, abatements, assessments, and valuations, which vary by jurisdiction and over time, could increase Corvex’s effective tax burden on projects, thereby materially affecting site selection and projected returns on capital. The above factors could adversely affect Corvex’s business, operating results, financial condition, and prospects.

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

Further, the current global macroeconomic environment could make it more difficult to raise additional capital on favorable terms, if at all. Such terms may involve restrictive covenants making it difficult to engage in capital raising activities and pursue business opportunities, including potential acquisitions. The trading ~~Company~~prices isof ~~developing~~recently-public companies have been highly volatile as a ~~proprietary~~result ~~platform~~of ~~that~~multiple ~~uses~~factors ~~Radio~~including, the conflicts in the ~~Frequency~~Middle ~~(“RF”)~~East ~~technology~~and Russia/Ukraine and tensions between China and Taiwan, ~~which~~inflation, weinterest ~~believe~~rate ~~will~~volatility, ~~enable~~domestic and foreign regulatory uncertainty, changes in trade policies, including the ~~creation~~imposition of ~~low-cost~~tariffs, trade controls and ~~scalable~~other ~~sensors~~trade ~~that~~barriers, ~~are~~actual ~~small~~or perceived ~~enough~~instability in the banking system, and market downturns, which may reduce its ability to ~~fit~~access ~~into~~capital on favorable terms or at all. In addition, a ~~wearable~~recession, ~~and~~depression, or other ~~small~~sustained ~~form~~adverse ~~factors~~market event could adversely affect Corvex’s business and the value of its common stock. WeIf ~~expect~~Corvex ~~that~~is ~~our~~unable ~~platform~~to ~~will~~obtain ~~provide~~adequate ~~users~~financing ~~with~~or ~~the~~financing ~~ability~~on terms satisfactory to it when it requires, ~~measure~~its ability to continue to support its business growth and ~~continuously~~to ~~monitor~~respond ~~vital~~to ~~health~~business ~~data~~challenges could be significantly impaired and ~~provide~~its business ~~actionable~~may ~~feedback~~be adversely affected, requiring it to ~~jumpstart~~delay, ~~changes~~reduce, or eliminate some or all of its operations. Even if Corvex is able to raise such capital, it cannot guarantee that it will deploy it in ~~behaviors~~such a fashion that allows it to achieve better operating results or grow its business.

The Company’s platform is the foundation for its first product in development, which is a non-invasive and cuffless wearable that simultaneously measures glucose, blood pressure and heart rate. It is intended to combine the functionality of a continuous glucose monitor (“CGM”) and a cuffless RF-based blood pressure monitor (“rBPM ®”) into one wearable device. Once developed, we believe it will allow users to manage their health with confidence and in a manner that best fits their lifestyle, ultimately improving health outcomes.

While we expect that our flagship product will be an FDA-cleared or approved wearable that simultaneously measures glucose, blood pressure and heart rate, it is possible that we may decide to create two separate devices – a wearable non-invasive CGM and a wearable, cuffless rBPM. We may also develop a wearable product that targets the general wellness market by providing users actionable feedback designed to encourage a healthy lifestyle and maintain a general state of health and does not require FDA clearance or approval. Over time, our technology platform could also enable the measurement and continuous monitoring of a variety of other health data.

Problem

Wearable medical technology today, including CGMs and blood pressure monitors, have made it easier for people to manage diabetes, prediabetes and hypertension, but many of these devices are still widely considered invasive, inconvenient and expensive.

Diabetes

Diabetes is a chronic, life-threatening disease for which there is no known cure. The disease is caused by the body’s inability to produce or effectively utilize the hormone insulin, which prevents the body from adequately regulating blood glucose levels. If a person’s glucose levels are not managed properly, it can lead to serious health conditions and complications, including heart disease, limb amputations, loss of kidney function, blindness, seizures, coma and even death. According to the 2019 International Diabetes Federation Atlas, an estimated 463 million people worldwide had diabetes as of the date of the report. The number of people with diabetes (“PWDs”) worldwide is estimated to grow to 700 million by 2045, driven primarily by growth in type 2 diabetes and due to various reasons, including a change in dietary trends, an aging population and increased prevalence of the disease in younger people.

In order to maintain blood glucose levels within the normal range, many PWDs seek to actively monitor their blood glucose levels. The traditional method of self-monitoring of blood glucose requires lancing the fingertips, commonly referred to as finger sticks, multiple times per day to obtain a blood drop to be applied to a test strip inside a blood glucose meter. This method of monitoring glucose levels is inconvenient and can be painful. Additionally, because each measurement represents a single blood glucose value at a single point in time, it provides limited information regarding trends in blood glucose levels.

In contrast, CGMs are generally less painful and typically involve the insertion of a microneedle sensor into the body to measure glucose levels in the interstitial fluid throughout the day and night, providing real-time data that shows trends in glucose measurements. As a result, CGMs improve glycemic control and quality of life, particularly in patients with type 1 diabetes treated with continuous subcutaneous insulin infusion or multiple daily insulin injection therapy, and support avoidance of hypoglycemia.

However, most of today’s CGMs are still invasive, inconvenient and expensive. Many require inserting a needle into the body – and after 10-14 days, the sensor and needle must be replaced. This process can be uncomfortable, increases susceptibility to infections, and is expensive to manage. As a result, the vast majority of PWDs, as well as people with prediabetes, do not use a CGM. Moreover, the broader health-conscious population lacks the ability to easily monitor blood glucose levels, which can serve as a proxy for metabolic health and risk for chronic diseases. Notwithstanding the above, demand for CGMs, in general, continues to increase, with approximately three million worldwide users and industry sales estimated at more than $4.0 billion in 2019, according to published Wall Street analyst estimates.

Hypertension

Blood pressure is the pressure on the walls of arteries caused by the heart pumping blood through the circulatory system. When the force against blood vessel walls becomes too high, the heart works harder, which can cause damage to blood vessels, ultimately leading to a condition called hypertension, or high blood pressure.

According to the American Heart Association, high blood pressure affects nearly one third of the adult population worldwide. Called “the silent killer,” many people are not aware that they have high blood pressure until it is too late because there are typically no symptoms. However, hypertension can lead to life-threatening conditions like heart attacks, strokes, kidney damage, amongst other problems. While there is no cure, using prescription medications, making dietary changes, increasing activity levels and maintaining awareness of blood pressure can significantly reduce the risks associated with hypertension.

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InCertain ~~recent years, blood pressure monitoring devices have become available for personal, in-home use, so people can gain an understanding~~ of ~~their~~Corvex’s ~~blood~~lease ~~pressure in between their regular~~agreements doctor visits. While there are medical device and consumer electronic companies selling blood pressure monitors today, they still have limitations and tend to be cumbersome. Some provide blood pressure estimates, rather than exact readings. Often times, blood pressure cuffs require a ~~very~~pledge ~~specific~~of ~~fit~~its ~~based~~property ~~on arm size~~ and ~~can~~equipment beas ~~very sensitive to placement on the arm~~collateral, ~~movement~~which ~~and~~may ~~body position.~~result ~~If not used properly, errors~~ in ~~measuring blood pressure can occur. Most blood pressure cuffs are not continuous, which require~~ the ~~user~~lessors totaking ~~remember~~possession ~~to take readings at the same general time~~ of ~~day~~such tocollateral ~~avoid inconsistencies when looking at trends~~in ~~over time. Notwithstanding~~ the ~~above,~~event ~~demand~~of ~~for~~a ~~blood~~payment ~~pressure monitoring devices, in general, continues to increase, with industry sales estimated at approximately $1~~default.~~3 billion in 2019, according to published industry estimates.~~

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

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We● ~~intend to leverage~~ the ~~potential~~impact of ~~this~~natural ~~technology~~or ~~to design~~man-made ~~miniature,~~global ~~dynamic~~events ~~integrated~~on ~~circuits~~its ~~(“ICs”) and proprietary algorithms that~~business, ifincluding ~~small~~wars and ~~low-powered~~other ~~enough, may~~armed ~~be embeddable into a variety of devices including a wearable~~conflict, ~~standalone~~such ~~phone~~as ~~case, ring or skin patch. These devices could communicate on a minute-by-minute basis, using Bluetooth Low Energy (“BLE”) to a smartphone or a mobile device. Our intention is to design~~ the ~~system~~conflicts ~~to be capable of connecting to Movano’s cloud service, which is currently~~ in ~~development. Combined with our cloud analytics, we expect~~ the ~~technology~~Middle ~~will~~East ~~allow medical professionals, family members, caregivers~~ and ~~individuals to~~Russia/Ukraine ~~understand glucose, blood pressure~~ and ~~heart~~tensions ~~rate~~between ~~trends~~China and make educated decisions about health, care and treatment based on that data. The goal of our development efforts is to combine machine learning with different statistical signal processing algorithms, which we believe will enable us to take advantage of multiple strains of continuous, real time Movano sensor data to generate advanced analytics like predictive alerts, risk profiles, and more, which are personalized for each wearer.Taiwan;

~~We believe~~● ~~that~~changes ~~the~~in ~~main~~its ~~advantage~~legal ofor ~~our~~regulatory ~~technology under development~~environment, asincluding ~~compared~~developments ~~to certain existing technologies like cameras and infrared (“IR”) sensors, will be the ability to achieve fine RF mapping~~ in aregulations ~~cost-effective~~relating ~~and small form factor. As it relates~~ to ~~CGM~~AI and ~~blood~~machine pressure monitor applications, we believe that our competitive edge will be that our technology can be deployed on a non-invasive and cuffless basis, packaged in a wearable, so wearers feel like people, not patients, and priced more affordably for users and payers compared to existing devices.learning;

~~Our Planned~~● ~~Wearable~~its ~~Product~~ability to attract new and retain existing customers, increase sales of its platform, or sell additional solutions and services to existing customers;

~~Our~~● ~~first planned product is currently in~~ the ~~development stage.~~budgeting ~~For initial testing~~cycles, weseasonal ~~are~~buying ~~developing an iPhone-sized prototype that uses four proprietary ICs. In its current state~~patterns, ~~this~~ ~~prototype allows us to collect data, which we are using to generate glucose, blood pressure~~ and ~~heart~~purchasing ~~rate~~practices ~~estimates. The accuracy~~ of the technology will be refined as our algorithms are improved and as we test larger cross sections of people in our external studies. We are currently in the process of shrinking the iPhone-sized prototype to fit into a wearable similar to the one that is depicted in the image above.customers;

We● ~~have conducted preliminary tests thus far to diversify~~ the ~~data~~timing weand ~~are~~length ~~collecting, enabling us to better optimize our system. Our preliminary glucose testing has taken place over a 4 to 5-month time period in which we have collected several hundreds~~ of ~~hours~~its ofsales ~~data on three internal test subjects. Data collections with our prototype are compared to fingerstick data every 5 minutes over the course of an hour.~~cycles;

In● ~~December~~changes 2020, we obtained approval from an Institutional Review Board (“IRB”) and conducted our first external glucose tests. In this study, we tested 10 external subjects, all of whom were persons with type 1 diabetes, as the IRB agreed that our prototype met the criteria for a Non-Significant Risk Device and thus an investigational device exemption submission to FDA was not required. The IRB-approved clinical study compared the glucose measurements from Movano’s device directly to data from finger sticks. We are using this data to refine our product design and to develop the algorithms our product in ~~development~~customer ~~will~~requirements ~~use~~or tomarket ~~estimate glucose levels.~~needs;

In● ~~2021,~~changes we plan to transition to begin using our small form factor wearable for further external tests and trials. We will then seek IRB-approval for an additional clinical study, where we expect to begin a 10-20 person trial with an independent lab using a YSI glucose analyzer, which will be used to compare data from Movano’s system with that of the recognized standards for the diagnostic measurement of blood glucose. As a precursor and dry run to the trials we will conduct for FDA 510(k) clearance process, we expect to test 15-20 subjects during our pivotal prep study. We hope to begin this pivotal prep study in the ~~first~~growth ~~half~~rate of 2021. If that study is successful in demonstrating that our device is able to measure blood glucose levels with sufficient accuracy, our plans are to conduct pivotal clinical trials with approximately 100 subjects in the ~~second~~cloud ~~half~~infrastructure ofmarket ~~2021. Ideally, the data from the larger study will be submitted to FDA in support of 510(k) clearance application.~~generally;

~~Our~~● preliminary blood pressure testing has taken place over a three-month period in which we collected nearly a hundred hours of data on six internal subjects. Data collections with our prototype are compared to a traditional blood pressure monitor before each test. In November 2020, we obtained approval from the ~~IRB~~timing toand ~~conduct~~success ~~our first external blood pressure test, which took place in December 2020. The test was conducted on 40 external test subjects~~ of ~~different genders,~~new ~~ethnicities,~~solution ~~age groups~~ and ~~weights.~~service Weintroductions ~~are~~by ~~using~~it ~~this~~or ~~data~~its tocompetitors ~~refine~~or ~~our~~any ~~product~~other ~~design~~competitive ~~and to develop the algorithms our product in development will use to estimate blood pressure levels. In 2021~~developments, weincluding ~~also~~consolidation ~~plan~~among toits docustomers ~~additional~~or ~~blood pressure testing using our smaller form factor. The details on future studies will be determined after the data from the initial study is analyzed.~~competitors;

~~Our~~● ~~current~~any ~~primary~~disruption ~~development~~in ~~goal~~its isstrategic to integrate our four proprietary ICs into a single module and shrink the size of our technology so that it is embeddable into a wearable. We also expect our product design and algorithms to evolve over the next year as we optimize for accuracy and movement. We have not developed or launched a first commercial product and do not have a history of revenue or earnings or of product development or manufacturing. As described further below under “Regulation” and “Strategy”, before we are able to commercialize our planned wearable product, we will need to obtain FDA clearance or approval for the product and determine our commercialization strategy.relationships;

~~Image:~~● ~~Our~~its 2”ability xto 2”successfully ~~CGM prototype~~expand ~~board~~its ~~using~~business ~~Movano’s~~domestically 4and ~~custom ICs~~internationally;

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

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

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

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

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

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

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

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

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

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

	●	the timing of revenue recognition and revenue deferrals;

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

	●	negative media coverage or publicity; and

●

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

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

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

The market for AI cloud infrastructure and software is intensely competitive and is rapidly evolving, characterized by changes in technology, customer requirements, industry standards, regulatory developments, and frequent introductions of new or improved solutions and services. Key competitors that offer general purpose cloud computing as part of a broader, diversified product portfolio include Amazon (AWS), Google (Google Cloud Platform), IBM, Microsoft (Azure), and Oracle, a number of which are also its current customers. Corvex also competes with smaller cloud service providers focused on AI. Corvex expects to continue to face intense competition from current competitors, including as its competitors complete strategic acquisitions or form cooperative relationships and/or customer requirements evolve, as well as from new entrants into the market. In addition, as Corvex transitions from shorter to longer-term contracts and manages a variety of contract durations across its portfolio, renewal pricing volatility may increase, including where competitors engage in aggressive or uneconomic pricing behavior at renewal that Corvex may be unable or unwilling to match. If Corvex is unable to anticipate or react to these challenges, its competitive position could weaken, and it would experience a decline in revenue or reduced revenue growth, and loss of market share that could adversely affect its business, operating results, financial condition, and prospects.

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

~~While Movano~~Corvex’s ~~wearable, which is intended~~ ability to ~~combine~~compete ~~the functionality~~effectively ofdepends aupon ~~CGM~~numerous ~~and rBPM~~factors, ismany ~~the~~of ~~Company’s~~which ~~top~~are ~~priority~~beyond ~~and~~its ~~currently the only product in development~~control, ~~we believe our proprietary technology platform may also be used to develop other intelligent~~including, ~~reliable~~but ~~and~~not ~~user-friendly~~limited ~~solutions for use cases beyond measuring and managing blood glucose and blood pressure. For example, we may also develop a wearable product that is targeted at the general wellness market.~~to:

~~We believe~~● ~~our~~changes ~~proprietary~~in ~~RF-powered~~customer ~~platform~~or ~~will~~market ~~enable us to build low-cost~~needs, ~~small form-factor~~requirements, ~~non-invasive,~~ and ~~scalable~~preferences ~~3D sensors that are designed to image the environment around them. This could allow us to build applications that can track movements, distinguish between inanimate~~ and ~~animate~~its ~~objects,~~ability ~~identify gestures~~ to ~~allow~~fulfill ~~fine~~those ~~touchless control~~needs, ~~among other things~~requirements, ~~over time.~~and preferences;

~~Because the~~● ~~technology~~its ~~has~~ability ~~these~~to ~~capabilities,~~expand ~~there~~and ~~may~~augment ~~come~~its aplatform, ~~time~~including inthrough ~~the~~infrastructure ~~future~~and ~~where~~new ~~we explore developing~~ technologies ~~in various verticals~~, ~~including,~~or ~~but~~increase ~~not~~sales ~~limited~~of toits ~~the following:~~platform;

~~Health: Beyond~~● ~~glucose~~any ~~and~~power ~~blood~~outages, ~~pressure~~shortages, ~~our~~supply ~~technology~~chain ~~has~~issues, ~~shown~~capacity ~~promise~~constraints, inor ~~its~~significant ~~ability~~increases toin ~~measure~~ the ~~body’s~~cost ~~pulse pressure wave, and hence derive meaningful statistics that can be indicators~~ of ~~cardiovascular~~securing ~~disease, ventricular failure and more.~~power;

~~In Home~~● ~~Monitoring:~~its ~~Our~~ability ~~3D RF sensors may be able~~ to ~~track movement~~attract, ~~distinguish people from other moving objects~~train, ~~understand where people are in space~~retain, and ~~then~~motivate ~~take~~talented appropriate contextual action. This could enable the creation of an intelligent home system without the invasiveness of cameras. It would be able to do things like identify the behaviors and habits that make-up someone’s daily routine, and when those routines have been broken and/or a potential health or security risk is detected, send alerts to in-home users, their families, caregivers and first responders. This is especially useful for the longevity economy, helping people age more independently at home.employees;

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

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

	●	price competition;

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

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

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

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

	●	its ability to secure necessary funding;

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

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

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

●

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

~~Gesture~~● ~~Sensing:~~increased ~~Our~~expenses, ~~sensors~~unforeseen ~~can support the ability to detect and identify gestures~~liabilities, ~~and if embedded into wearables~~ or ~~handheld devices, a Movano sensor could, with the appropriate system support, provide touch~~write-~~free~~downs ~~control~~and ofany ~~audiovisual,~~impact ~~lighting,~~on ~~temperature~~its oroperating ~~other~~results ~~systems~~from ~~either~~any ~~within~~acquisitions ait ~~small distance of the wearable or handheld device, or at a longer distance by gesturing with the wearable or handheld device.~~consummates;

~~Image: Movano’s~~● 8”its xability ~~11”~~to inincrease ~~home~~the ~~monitoring~~size ~~transmitter~~and ~~prototype~~productivity of its sales teams;

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

~~We are~~● ~~committed~~the tocost ~~developing~~ and ~~protecting~~potential ~~our~~outcomes ~~intellectual~~of ~~property and~~litigation, ~~where~~regulatory ~~appropriate,~~investigations ~~filing~~or ~~patent applications to protect our technology. We rely on a combination of patent~~actions, ~~copyright,~~or ~~trademark and trade secret laws and~~ other ~~agreements with employees and third parties to establish and protect our proprietary intellectual property rights. We require our officers~~proceedings, ~~employees~~which ~~and consultants~~could tohave ~~enter~~a ~~into~~material ~~standard~~adverse ~~agreements~~effect ~~containing~~on ~~provisions~~its requiring confidentiality of proprietary information and assignment to us of all inventions made during the course of their employment or consulting relationship. We also enter into nondisclosure agreements with our commercial counterparties and limit access to, and distribution of, our proprietary information.business;

At● ~~December~~future ~~31,~~accounting ~~2020,~~pronouncements weor ~~had~~changes two issued U.S. patents having a total of 60 claims, 45 pending U.S. patent applications having a total of 1,053 claims, with an earliest priority date of August 16, 2018, and six pending Patent Cooperation Treaty (PCT) International patent applications having a total of 443 pending claims. The PCT International patent applications preserve the opportunity to pursue patent rights in aits ~~majority~~accounting of the world’s countries, including most of the major industrialized countries. We plan to file additional provisional and utility patent applications to protect some of the intellectual property on which our sensor system is expected to be based, including a 3D sensor IC architecture using RF beamforming or machine-learning. Our pending patent claims and future patentable focus areas are directed at the following areas related to our technology:policies;

● ~~Machine~~increases ~~learning~~or ~~for~~decreases ~~glucose~~in ~~and~~its ~~blood~~expenses ~~pressure~~caused ~~measurement~~by fluctuations in foreign currency exchange rates;

● ~~Advanced~~its ICability ~~architecture~~to ~~for~~comply ~~radar~~with applicable domestic and international regulations and laws and to obtain the necessary licenses to conduct its business;

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

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

● ~~Signal~~its ~~processing~~ability to attract creditworthy customers and ~~filtering~~manage counterparty credit risk, particularly in the event of a cyclical decrease in the demand for ~~glucose~~AI and ~~blood~~compute ~~pressure measurement~~infrastructure.

~~While we~~Many of its competitors have ~~not~~greater ~~registered~~financial, ~~any~~technical, marketing, sales, and other resources, greater name recognition, longer operating histories, and a larger base of customers than Corvex does. Corvex’s competitors may be able to devote greater resources to the ~~copyrights~~development, inpromotion, and ~~our~~sale ~~software~~of ~~code~~their solutions and services than it can, ~~our~~and ~~software~~they ~~code~~may offer lower pricing than it does or bundle certain competing solutions and services at lower prices. Corvex’s competitors may also have greater resources for research and development of new technologies, customer ~~once~~support, ~~written~~and to pursue acquisitions, ~~would~~and bethey ~~protected~~have byother ~~applicable~~financial, technical, or other resource advantages. Corvex’s Ularger competitors have substantially broader and more diverse solution and service offerings and more mature distribution and go-to-market strategies, which allows them to leverage their existing customer relationships and any distributor relationships to gain business in a manner that discourages potential customers from purchasing its platform.S. ~~copyright~~Further, ~~law~~Corvex’s current and future competitors may include its customers and suppliers, if any of these customers or suppliers were to cease purchasing services from it or supplying it with components as a result, its business, operating results, financial condition, and prospects could be adversely affected.

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

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

~~Our~~A ~~planned~~network ~~wearable product in development must be approved~~ or ~~cleared~~ bydata ~~FDA~~security ~~before it is marketed in the U.S. Before and after approval or clearance in the U.S., our planned wearable product~~incident ~~will~~against ~~be subject to extensive regulation by FDA under the Food~~Corvex, ~~Drug and Cosmetic Act (the “FD&C Act”) and/~~or ~~the Public~~its ~~Health~~third-party ~~Service Act~~providers, aswhether ~~well as by other regulatory bodies. FDA regulations govern~~actual, ~~among other things~~alleged, ~~the~~or ~~development~~perceived, ~~testing,~~ ~~manufacturing,~~could ~~labeling,~~harm ~~safety,~~its ~~storage~~reputation, ~~record-keeping,~~create ~~market~~liability ~~clearance or approval, advertising~~ and regulatory ~~promotion~~exposure, ~~import~~ and ~~export,~~adversely ~~marketing~~impact ~~and~~its ~~sales~~business, ~~and~~operating ~~distribution~~results, offinancial ~~medical~~condition, ~~devices~~ and ~~pharmaceutical products~~prospects. ~~There may be certain commercial applications for our technology that require less regulatory scrutiny than described below.~~

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

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

● Class I: general controls, such as labeling, establishment registration, device listing, and, for some devices, adherence to quality system regulations;

● Class II: the general controls plus certain special controls, FDA clearance via a premarket notification, or 510(k) submission, specific controls such as performance standards, patient registries and post-market surveillance and additional controls such as labeling and adherence to quality system regulations; and

● Class III: general and special controls and approval of a premarket approval (“PMA”) application.

We expect our planned wearable product in development will be classified as a Class II medical device and thus require FDA clearance prior to marketing by means of a 510(k) clearance rather than a PMA application.

To request marketing authorization by means of a 510(k) clearance, we must submit a notification demonstrating that the proposed device is substantially equivalent to another legally marketed medical device, a “predicate device,” has the same intended use, and is as safe and effective as the predicate device and does not raise different questions of safety and effectiveness than a legally marketed device. 510(k) submissions generally include, among other things, a description of the device and its manufacturing, device labeling, medical devices to which the device is substantially equivalent, safety and biocompatibility information and the results of performance testing. In this case, the 510(k) submission will likely also include data from human clinical studies demonstrating performance and other parameters. Marketing may commence only when FDA issues a clearance letter finding substantial equivalence. The typical duration to receive a 510(k) approval is approximately six to twelve months from the date of the initial 510(k) submission, although there is no guarantee that the timing will not be longer.

In some instances, the 510(k) pathway for product marketing may be used with only proof of substantial equivalence in technology for a given indication with a predicate device. In other instances, FDA may require additional clinical work to prove efficacy in addition to technological equivalence and basic safety. Whether clinical data is provided or not, FDA may decide to reject the substantial equivalence argument we present. If that happens, the device is automatically designated as a Class III device. The device sponsor must then fulfill more rigorous PMA requirements, or can request a risk-based classification determination for the device in accordance with the “de novo” process, which may determine that the new device is of low to moderate risk and that it can be appropriately be regulated as a Class I or II device. If a de novo request is granted, the device may be legally marketed and a new classification is established. If the device is classified as Class II, the device may serve as a predicate for future 510(k) submissions. If the device is not reclassified through de novo review, then it must go through the standard PMA process for Class III devices.

~~After~~Any actual, alleged, or perceived asecurity ~~device~~breach ~~receives~~in ~~510(k)~~Corvex’s ~~clearance,~~or ~~any~~its ~~product~~third-party ~~modification~~providers’ ~~that~~or partners’ data, systems or networks could ~~significantly~~result ~~affect~~in ~~the~~damage to ~~safety~~its orreputation, ~~effectiveness~~negative publicity, loss of ~~the product~~customers and sales, orloss ~~that~~of ~~would~~competitive ~~constitute~~advantages aover ~~significant~~its ~~change~~competitors, inincreased ~~intended~~costs to ~~use~~remedy any problems and otherwise respond to any incident, ~~requires~~regulatory ainvestigations ~~new~~and ~~510~~enforcement actions, fines and penalties, costly litigation (kincluding class actions), ~~clearance~~and other liability. Corvex would also be exposed to a risk of loss or litigation and potential liability under laws, ifregulations, and contracts that protect the ~~device~~privacy ~~would~~and security of personal information. For a description of nothe ~~longer~~privacy beand ~~substantially~~security ~~equivalent~~laws, aregulations ~~PMA.~~and Ifother ~~FDA~~industry ~~determines~~requirements ~~that~~to which its business is subject, see the ~~product~~risk ~~does~~factor ~~not~~below “Corvex ~~qualify~~is ~~for~~subject ~~510(k)~~to ~~clearance~~laws, ~~then~~regulations, aand industry requirements related to data privacy, data protection and information security, ~~company~~and ~~must~~user ~~submit~~protection across different markets where Corvex conducts its business and such laws, regulations, and ~~FDA~~industry ~~must~~requirements are ~~approve~~constantly evolving and changing. Any actual or perceived failure to comply with such laws, aregulations, ~~PMA~~and ~~before~~industry ~~marketing~~requirements, or ~~can~~its ~~begin~~privacy policies, could harm Corvex’s business.”

ADue ~~PMA~~to ~~application~~concerns ~~must~~about ~~provide a demonstration of safety~~data security and ~~effectiveness~~integrity, ~~which~~a ~~generally~~growing ~~requires~~number ~~extensive~~of ~~pre-clinical~~legislative and ~~clinical~~regulatory ~~trial~~bodies ~~data.~~have ~~Information~~adopted ~~about~~breach ~~the~~notification ~~device~~ and ~~its~~other requirements ~~components,~~in ~~device~~the ~~design,~~event ~~manufacturing~~that ~~and~~information ~~labeling,~~subject ~~among~~to ~~other~~such ~~information,~~laws ~~must~~is ~~also~~accessed beby ~~included~~unauthorized inpersons ~~the~~and ~~PMA.~~additional Asregulations ~~part~~regarding security of ~~the PMA~~such ~~review,~~data ~~FDA~~are ~~will~~possible. ~~inspect~~Corvex ~~the~~may ~~manufacturer’s~~need ~~facilities~~to ~~for~~notify ~~compliance~~governmental ~~with~~authorities ~~quality system regulation requirements, which govern testing, control, documentation~~ and ~~other~~affected ~~aspects~~individuals ~~of quality assurance~~ with respect to ~~manufacturing,~~such ~~testing, and storage~~incidents. ofFor ~~medical~~example, ~~devices.~~laws Ifin ~~FDA determines~~ the ~~application~~European ~~or manufacturing facilities are not acceptable~~Union, ~~FDA may outline~~ the ~~deficiencies in~~United ~~the~~Kingdom, ~~submission~~ and ~~often~~the ~~will~~United ~~request~~States ~~additional~~may ~~testing~~require orbusinesses ~~information.~~to ~~Notwithstanding~~provide ~~the~~notice ~~submission~~to ofindividuals whose ~~any~~personal ~~requested additional~~ information, ~~FDA~~has ~~ultimately~~been ~~may~~disclosed ~~decide~~as ~~that~~a ~~the~~result ~~application~~of ~~does~~a ~~not~~data ~~satisfy~~security ~~the regulatory criteria for approval~~breach. ~~During~~Complying ~~the review~~with ~~period,~~such annumerous ~~FDA~~and ~~advisory~~complex ~~committee,~~regulations in ~~typically~~the aevent ~~panel~~ of ~~clinicians~~a ~~and~~data ~~statisticians,~~security isbreach ~~likely~~can to be ~~convened~~expensive toand ~~review the~~difficult, ~~application~~ and ~~recommend~~failure to ~~FDA~~comply ~~whether,~~with orthese ~~upon~~regulations ~~what~~could ~~conditions,~~subject ~~the~~Corvex to ~~device~~regulatory ~~should~~scrutiny beand ~~approved.~~additional ~~FDA is not bound by the advisory panel decision~~liability. ~~While~~In ~~FDA~~addition, ~~often~~certain ~~follows~~of ~~the panel~~Corvex’s ~~recommendation,~~customer ~~there~~or ~~have~~partner ~~been~~agreements, ~~instances~~as inwell ~~which~~as ~~FDA has~~privacy ~~not.~~laws, ~~FDA~~may ~~must~~require ~~find~~it ~~the information~~ to bepromptly ~~satisfactory~~report insecurity ~~order~~incidents toinvolving ~~approve~~its ~~the~~systems ~~PMA.~~or ~~The~~those ~~PMA~~of ~~approval~~its ~~can include post~~third-~~approval conditions,~~party ~~including,~~partners ~~among~~that ~~other~~compromise the ~~things~~security, ~~restrictions on labeling~~confidentiality, ~~promotion, sale and distribution,~~ or ~~requirements~~integrity ~~to do additional clinical studies after approval. Even after approval~~ of ~~a PMA, a new PMA or PMA supplement is required to authorize~~ certain ~~modifications to~~processed ~~the~~customer ~~device, its labeling or its manufacturing process~~data. ~~Supplements~~Regardless ~~to a PMA often require the submission~~ of ~~the~~Corvex’s ~~same~~contractual ~~type of~~protections, ~~information~~these ~~required~~mandatory ~~for~~disclosures ancould ~~original~~be ~~PMA~~costly, ~~except~~result ~~that~~in ~~the~~litigation, ~~supplement~~harm isits ~~generally~~reputation, ~~limited~~erode tocustomer ~~that~~trust, ~~information~~and ~~needed~~require ~~to support~~significant ~~the~~resources ~~proposed change from the product covered by the original PMA. The typical duration~~ to ~~receive~~mitigate ~~PMA~~issues ~~approval~~stemming ~~is approximately two years~~ from ~~the~~actual ~~date~~or ofperceived ~~submission~~security ~~of the initial PMA application, although there is no guarantee that the timing will not be longer~~breaches.

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

~~One or~~Corvex ~~more~~may ~~clinical~~also ~~trials~~incur ~~are~~significant financial ~~generally required to support a PMA application~~ and ~~are~~operational ~~sometimes~~costs ~~necessary~~ to ~~support~~investigate, aremediate, ~~510(k)~~eliminate, ~~submission. Clinical~~and ~~studies~~put ofin ~~unapproved~~place oradditional ~~uncleared~~tools ~~medical~~and devices ordesigned ~~devices~~to ~~being studied for uses for which they are not approved~~prevent actual or ~~cleared~~perceived ~~(investigational~~security ~~devices)~~breaches ~~must~~and beother ~~conducted~~security inincidents, ~~compliance~~as ~~with~~well ~~FDA~~as ~~requirements.~~costs ~~If an investigational device could pose a significant risk~~ to ~~patients,~~comply ~~the~~with ~~sponsor~~any ~~company~~notification ~~must~~obligations ~~submit an investigational device exemption application to FDA prior~~resulting tofrom ~~initiation~~any ofsecurity ~~the clinical study~~incidents. IfAny anof ~~institutional~~these ~~review~~negative ~~board~~outcomes ~~determines~~could ~~that~~adversely ~~device~~affect ~~study~~the ~~does~~market ~~present~~perception aof ~~significant risk,~~its aninfrastructure ~~investigational~~and ~~device exemption submission to FDA is not required. An investigational device exemption application must~~customer beand ~~supported~~investor byconfidence ~~appropriate~~in ~~data~~Corvex, ~~such~~and aswould ~~animal~~adversely ~~and~~affect ~~laboratory~~its ~~test~~business, operating results, ~~showing~~financial ~~that~~condition, ~~it is safe to test the device on humans~~ and ~~that the testing protocol is scientifically sound~~prospects. Except for studies involving certain banned devices, the investigational device exemption will automatically become effective 30 days after receipt by FDA unless FDA notifies the company that the investigation may not begin. Clinical studies of investigational devices may not begin until an institutional review board has approved the study.

~~During the~~Further, ~~study~~from time to time, government ~~the~~entities ~~sponsor~~(including ~~must~~law ~~comply~~enforcement ~~with~~bodies) ~~FDA~~may in the future seek Corvex’s ~~investigational~~assistance ~~device~~with ~~exemption~~obtaining ~~requirements~~access to its customers’ data. ~~These~~Although ~~requirements~~Corvex ~~include investigator~~strives ~~selection,~~to ~~trial~~protect ~~monitoring,~~the ~~adverse~~privacy ~~event~~of ~~reporting~~its customers, ~~and~~it ~~record~~may ~~keeping.~~be ~~The~~required ~~investigators~~from ~~must~~time ~~obtain~~to ~~patient~~time ~~informed~~to provide ~~consent,~~access ~~rigorously~~to ~~follow~~customer ~~the~~data ~~investigational~~to ~~plan~~government ~~and~~entities. ~~study~~In ~~protocol,~~light ~~control~~of ~~the~~Corvex’s ~~disposition~~privacy ofcommitments, ~~investigational~~although ~~devices,~~it ~~and~~may legally challenge law ~~comply~~enforcement ~~with~~requests ~~reporting~~to ~~and~~provide ~~record~~access ~~keeping~~to ~~requirements.~~its ~~The~~systems ~~sponsor,~~or ~~FDA~~other customer content, orit ~~the~~may ~~institutional~~nevertheless ~~review~~face ~~board~~complaints atthat ~~each~~it ~~institution~~has provided atinformation ~~which~~improperly ato ~~clinical~~law ~~trial~~enforcement isor ~~being~~in ~~conducted~~response ~~may~~to ~~suspend~~non-meritorious athird-party ~~clinical~~complaints. ~~trial~~Corvex atmay ~~any~~experience ~~time~~adverse ~~for~~political, business, ~~various~~and ~~reasons~~reputational consequences, ~~including~~to athe ~~belief~~ extent that ~~the~~it ~~subjects~~do ~~are~~not ~~being~~provide ~~exposed~~assistance to anor ~~unacceptable~~comply ~~risk.~~with ~~During~~requests from government entities in the ~~approval~~manner requested or ~~clearance~~challenge ~~process~~those requests publicly or in court or provide, ~~FDA~~or ~~typically~~are ~~inspects the~~perceived ~~records~~as ~~relating~~providing, assistance to ~~the~~government entities ~~conduct~~that ofexceeds ~~one~~its orlegal ~~more~~obligations. ~~investigational~~Any ~~sites~~such ~~participating~~disclosure incould ~~the~~significantly ~~study~~and ~~supporting~~adversely ~~the~~impact ~~application~~Corvex’s business and reputation.

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

~~After~~Corvex incurred unaudited net losses of $3.8 million afor ~~device~~the isfirst ~~cleared~~nine months ended September 30, 2025, and it may not achieve or, ~~approved~~if achieved, sustain profitability in the future. Corvex cannot predict whether it will maintain its current level of growth or when it will achieve profitability. Corvex also expects its operating expenses to increase in the future, including its general and administrative expenses as a result of increased costs associated with operating as a public company and as it continues to invest for ~~marketing~~its future growth, ~~numerous~~including expanding its research and ~~pervasive~~development ~~regulatory~~function ~~requirements~~to drive ~~continue~~further development of its platform, continuing to ~~apply.~~invest ~~These~~in ~~include:~~the technology infrastructure underlying its platform and data center expansion, expanding its sales and marketing activities, developing the functionality to expand into adjacent markets, and reaching customers in new geographic locations and new verticals, which will negatively affect its operating results if its total revenue does not increase.

●Corvex’s ~~FDA~~operating ~~quality~~efficiencies may ~~systems~~decrease ~~regulation,~~as ~~which~~it ~~governs~~scales, ~~among~~and its revenue growth may slow as it grows. Corvex’s revenue could also decline for a number of other reasons, ~~things~~including reduced demand for its offerings, ~~how~~increased ~~manufacturers~~competition, ~~design~~a decrease in the growth or reduction in size of its overall market, ~~test~~or if it cannot capitalize on growth opportunities, ~~manufacture~~including acquisitions and through new and enhanced solutions and services. Furthermore, ~~exercise~~to ~~quality~~the ~~control~~extent ~~over~~Corvex’s anticipated cash payback period is longer than it expects, or if it fails to maintain or increase its revenue to offset increases in its operating expenses or manage its costs as it invests in its business, including if it does not maintain or improve its operating efficiencies, it may not achieve or sustain profitability, and ~~document~~if ~~manufacturing~~it ofcannot ~~their~~achieve ~~products;~~and sustain profitability, its business, operating results, financial condition, and prospects will be adversely affected.

●Corvex ~~labeling~~makes ~~and~~substantial ~~claims~~investments ~~regulations,~~in its ~~which~~technology ~~prohibit~~and ~~the~~infrastructure, ~~promotion~~and ofunsuccessful ~~products~~investments ~~for~~could ~~unapproved~~materially oradversely ~~“off-label”~~affect ~~uses~~its ~~and~~business, ~~impose~~operating ~~other~~results, ~~restrictions~~financial condition, ~~on labeling;~~ and prospects.

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

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

~~Manufacturers of~~It ~~medical~~may ~~devices~~become ~~are~~increasingly difficult ~~required~~ to ~~comply~~maintain ~~with~~and ~~the~~improve ~~good~~Corvex’s ~~manufacturing~~platform ~~practices set forth in the quality system regulation promulgated under Section 520 of the FD&C Act. Current good manufacturing practices regulations require~~performance, ~~among~~especially ~~other~~during ~~things,~~peak ~~quality~~demand ~~control~~ spikes and ~~quality assurance~~ as ~~well~~its ascustomer ~~the~~base grows ~~corresponding~~and ~~maintenance~~its ofplatform ~~records~~becomes ~~and~~more ~~documentation~~complex. ~~The~~If ~~manufacturing~~Corvex’s ~~facility~~platform ~~for~~is ~~an approved~~unavailable ~~product~~or ~~must~~if beits ~~registered~~customers ~~with~~are ~~FDA~~unable ~~and~~to ~~meet~~access ~~current~~its ~~good~~platform within ~~manufacturing~~a ~~practices~~reasonable ~~requirements~~amount ~~to the satisfaction~~ of ~~FDA~~ ~~pursuant~~time toor aat ~~pre-PMA~~all, ~~approval~~it ~~inspection~~could ~~before~~experience ~~the~~a ~~facility~~loss ~~can~~of becustomers, ~~used.~~lost ~~Manufacturers,~~or ~~including~~delayed ~~third~~market ~~party~~acceptance ~~contract~~of ~~manufacturers~~its platform, ~~are~~delays ~~also~~in ~~subject~~payment to ~~periodic~~it ~~inspections~~ by ~~FDA~~customers ~~and~~or ~~other~~issuance ~~authorities~~of credits to ~~assess~~impacted ~~compliance~~customers, ~~with~~injury ~~applicable regulations. Failure~~ to ~~comply~~its ~~with~~reputation ~~statutory~~ and ~~regulatory~~brand, ~~requirements~~warranty ~~subjects~~and ~~a manufacturer to possible~~ legal ~~or regulatory action, including~~ ~~the~~claims ~~seizure~~against ~~or recall of products~~it, ~~injunctions, consent decrees placing~~ significant ~~restrictions~~cost onof orremedying ~~suspending~~these ~~manufacturing operations~~problems, and ~~civil~~the ~~and~~diversion ~~criminal~~of ~~penalties~~its resources. ~~Adverse~~In ~~experiences~~addition, ~~with~~to the ~~product~~extent ~~must~~that it bedoes ~~reported~~not toeffectively ~~FDA~~address ~~and~~capacity ~~could~~constraints, ~~result~~upgrade ~~in the~~its ~~imposition~~systems ofas ~~marketing~~needed, ~~restrictions~~and ~~through~~continually ~~labeling~~develop ~~changes~~its ortechnology inand ~~product~~network architecture ~~withdrawal.~~to ~~Product~~accommodate ~~approvals~~actual ~~may~~and beanticipated ~~withdrawn if~~changes ~~compliance~~in ~~with~~technology, ~~regulatory~~its ~~requirements~~business, isoperating ~~not~~results, ~~maintained~~financial orcondition, ifand ~~problems~~prospects, as ~~concerning~~well ~~safety~~as orits ~~efficacy~~reputation, ofmay ~~the~~be ~~product~~adversely ~~occur following the approval~~affected.

Federal Communication Commission (“FCC”) Regulations

Our RF-based technology involves the transmission of RF energy, and as such, will be subject to regulation by the FCC, including the FCC’s equipment authorization regulations and its regulations governing human exposure to RF energy. In particular, we expect the planned wearable product to be regulated under Part 18 of the FCC’s rules governing industrial, scientific, and medical (ISM) equipment, and to be classified as consumer ISM equipment under that rule part. Based on the expected frequency and power of operation, we expect that the product will comply with the Part 18 technical specifications for these type of devices, which we will be required to verify under FCC equipment authorization procedures. We also expect, based on the device’s frequency and power of operation, that the product will comply with the FCC’s requirements governing human exposure to RF energy.

Strategy

We are a recently-formed development-stage start-up company without a history of operations or revenue, and therefore intend to explore alternative business strategies, including:

● selling directly to consumers and enterprise customers through retail channels and through our website or other distribution channels;

● partnering with original equipment manufacturers (“OEMs”), and value-added resellers (“VARs”); and

● partnering with industry partners to incorporate our technology into new and existing devices.

Selling our products directly to consumers would not depend on locating a suitable OEM or VAR, but would require us to complete the development and manufacture of our planned wearable product and commercialize the product on our own without the assistance a suitable OEM or VAR could provide. We may use distributors to help distribute our product to consumers, and the costs of working with such distributors, including without limitation the compensation to such distributors and the administrative and other costs of working with such distributors, would reduce our profit margin.

WeFurther, the hardware and software ~~expect~~technology ~~that~~underlying ~~partnering~~Corvex’s ~~with~~platform ~~OEMs~~is ~~and~~inherently ~~VARs~~complex and may ~~accelerate~~contain ~~product~~material ~~acceptance~~defects ~~into~~or ~~our~~errors, ~~target~~particularly ~~market~~when new solutions and ~~allow~~services usare first introduced or when new features or capabilities are released. Corvex has from time to ~~take~~time ~~advantage~~found defects ofor ~~the~~errors ~~sales~~in ~~and~~its ~~marketing~~platform, and ~~distribution~~new ~~infrastructure~~defects ofor ~~those~~errors ~~OEMs~~may be detected in the future by it or ~~VARs~~its customers. InCorvex ~~particular~~cannot ensure that its platform, weincluding ~~believe~~any new solutions and services that ait ~~maker~~releases, ofwill ~~ICs~~not contain defects. Any real or perceived errors, failures, vulnerabilities, or abugs ~~manufacturer~~in Corvex’s platform could result in negative publicity or lead to data security, access, retention, or other performance issues, all of ~~wearables~~which could harm its business. Corvex also relies on third-party suppliers for the most significant components of the equipment it uses to operate its infrastructure. These third-party suppliers may also experience defects or errors in the products that Corvex utilizes in its platform, which would impact its platform and may result in performance problems or service interruptions. The costs incurred in correcting any such defects or errors, including those in third-party components, may be ansubstantial and ~~ideal~~could ~~strategic~~harm ~~partner~~Corvex’s ~~for~~business. Moreover, the ~~Company~~harm to Corvex’s reputation and legal liability related to such defects or errors may be substantial and could similarly harm its business.

~~One~~Corvex’s ofpersonnel ~~the~~may make ~~challenges~~errors ofin ~~IC development is ensuring~~ the ~~ability~~ toconfiguration, ~~source~~operation, ~~quality~~or ~~ICs~~maintenance ~~with~~of ~~enough~~Corvex’s ~~volume and competitive pricing~~infrastructure. InSuch ~~order~~errors toand ~~strengthen~~omissions ~~our~~can ~~supply~~affect ~~chain and prepare~~customer ~~for the future~~uptime, wedegrade ~~formed~~service aperformance, ~~strategic~~result ~~partnership~~in ~~with a leading specialty foundry~~credits, ~~for manufacturing~~ and ~~supplying~~contribute ~~our~~to ~~ICs.~~lost ~~Pursuant to~~revenue ~~this~~or ~~strategic~~customer ~~partnership~~churn, ~~our~~notwithstanding ~~partner~~Corvex’s efforts ~~agreed~~ to ~~accept~~prevent ~~$500,000 of convertible notes from us in partial payment for IC services~~them.

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

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

With respect to our planned wearable product, we will face direct and indirect competition from a number of competitors who have developed or are developing products for continuous monitoring of glucose levels. These competitors include DexCom, Inc., Abbott Laboratories, Medtronic plc, Roche Diagnostics, LifeScan, Inc., Ascensia Diabetes Care Holdings AG, Senseonics Holdings, Inc., Integrity Applications, Inc., Nemaura Medical, Biolinq Inc., and Profusa, Inc. Our planned wearable product will also compete with traditional glucometers which remain an inexpensive alternative. Many of the companies we will compete with enjoy significantly greater name recognition, and have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals, and sales and marketing of approved products than we have.

We will also face direct and indirect competition from a number of competitors who have developed or are developing products that monitor blood pressure. These competitors include OMRON Corporation, Welch Allyn, A&D Medical, American Diagnostic Corporation, GE Healthcare, Masimo Corporation, Philips, SunTech Medical Inc., Aktiia, Biobeat and Blumio. Many of the companies we will compete with enjoy significantly greater name recognition and have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals, and sales and marketing of approved products than we have.

With respect to a potential wearable product that is targeted at the general wellness market, we would face direct and indirect competition from a number of competitors who have developed and commercialized similar products. These competitors include Apple, Samsung, Garmin, Fitbit, WHOOP and Oura Health. Many of such potential competitors enjoy significantly greater name recognition and have significantly greater financial resources and expertise in research and development, manufacturing, and sales and marketing than we have.

Mergers and acquisitions in the medical device, biotechnology and diagnostic industries may result in even more resources being concentrated among a smaller number of our competitors. Other small or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. There are also a number of academic and other institutions involved in various phases of technology development regarding blood glucose monitoring devices.

We believe the ability to deploy our technology on a non-invasive basis, packaged in a wearable that is painless, cuffless, simple, smart and competitively priced, will provide us with a competitive advantage. We cannot however assure you that we will be able to compete successfully.

Employees and Human Capital Resources

As of September 30, 2020, we had 15 employees, all of whom are employed on a full-time basis. None of our employees are covered by a collective bargaining agreement, and we believe our relationship with our employees is good.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. The principal purposes of our equity incentive plans are to attract, retain and reward personnel through the granting of stock-based compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.

Properties

Our principal office is located at 6200 Stoneridge Mall Rd., Suite 300, Pleasanton, California.

We also rent office space in Dublin, California under a lease agreement. The term of the lease commenced in October 2019 and will expire in September 2021. The rent is approximately $4,600 per month.

Legal Proceedings

We are not a party to any pending legal proceedings.

~~MANAGEMENT’S~~Corvex has a limited operating history, ~~DISCUSSION~~which ~~AND~~makes ~~ANALYSIS~~it OFdifficult ~~FINANCIAL~~to ~~CONDITION~~evaluate ~~AND~~its ~~RESULTS~~current OFbusiness ~~OPERATIONS~~and prospects and increases the risks associated with investment in its common stock.

~~You~~Corvex has a short operating ~~should~~history. ~~read~~Corvex ~~the~~was ~~following~~founded ~~discussion~~in October 2024 and ~~analysis~~launched its platform in the first quarter of ~~our~~2025. ~~financial~~Corvex’s ~~condition~~limited ~~and~~operating history, ~~results~~including its limited history of ~~operations~~selling ~~together~~its ~~with~~cloud infrastructure offering, the ~~section~~dynamic and rapidly evolving market in which ~~entitled~~it ~~“Summary~~sells ~~Financial~~its ~~Data”~~platform, and ~~our~~the ~~financial~~concentration ~~statements~~of its revenue from a limited number of customers, as well as numerous other factors beyond its control, may make it difficult to evaluate its current business, prospects and ~~related~~other ~~notes~~trends. ~~included~~Corvex ~~elsewhere~~has encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in ~~this~~rapidly ~~prospectus~~changing industries and sectors, such as the risks and uncertainties described herein. Any predictions about Corvex’s future revenue and expenses may not be as accurate ~~Some~~as ofthey ~~the~~would ~~information~~be ~~contained~~if it had a longer operating history or operated in ~~this~~a ~~discussion~~more predictable or established market. If Corvex’s assumptions regarding these risks and ~~analysis~~uncertainties are incorrect or ~~set~~change ~~forth~~due ~~elsewhere~~to fluctuations in ~~this~~its ~~prospectus~~markets, ~~including~~any ~~information~~material reduction in AI or machine ~~with~~learning ~~respect~~spending, tochanges ~~our~~in ~~plans~~demand for specialized AI cloud infrastructure, or otherwise, or if it does not address these risks successfully, its operating and ~~strategy~~financial ~~for~~results ~~our~~could ~~business~~differ materially from its expectations and ~~related~~its ~~financing~~business, ~~includes~~operating ~~forward-looking~~results, ~~statements~~financial condition, and prospects would be adversely affected. Corvex cannot ensure that ~~involve risks~~it will be successful in addressing these and ~~uncertainties.~~other ~~See~~challenges ~~“Cautionary~~it may ~~Note~~face ~~Regarding~~in ~~Forward-Looking~~the ~~Statements~~future.” ~~Our~~The ~~actual~~risks ~~results~~associated with having a limited operating history may ~~differ materially~~be ~~from~~exacerbated ~~those~~by ~~described~~current ~~below~~macroeconomic and geopolitical conditions discussed herein. ~~You~~Moreover, ~~should~~any ~~read~~changes in the ~~“Risk~~timing ~~Factors”~~or ~~section~~level of ~~this~~customer ~~prospectus~~payments, ~~for~~including aprepayments, ~~discussion~~would ofimpact ~~important~~its ~~factors~~cash ~~that~~flows. ~~could~~Furthermore, ~~cause~~scaling ~~actual~~Corvex’s ~~results~~operations and evolving its go-to-market ~~differ~~strategy ~~materially~~may ~~from~~take ~~the~~more time and require more effort to implement than anticipated and may have results ~~described~~that are difficult to predict which could result in ordecreased ~~implied~~revenue from byits ~~the~~customers. ~~forward-looking~~Corvex’s business and pricing models have not been fully proven, and it has only a limited operating history ~~statements~~with ~~contained~~its incurrent ~~the~~business ~~following~~and ~~discussion~~pricing models to evaluate its business and ~~analysis~~prospects, which subjects it to a number of uncertainties, including its ability to plan for and model future growth. Moreover, its historical revenue growth should not be considered indicative of its future performance.

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

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

WeIn ~~are~~addition, ~~developing~~Corvex amust ~~proprietary~~persuade potential ~~platform~~customers that ~~uses~~its ~~Radio~~platform ~~Frequency (“RF”)~~offers ~~technology~~significant advantages over those of its competitors. As Corvex’s market matures, its ~~which~~solutions weand ~~believe~~services ~~will~~evolve, ~~enable~~and ~~the~~competitors ~~creation~~introduce oflower ~~low-~~cost and/or ~~scalable~~differentiated ~~sensors~~solutions or services that are ~~small enough~~perceived to ~~fit~~compete ~~into~~with aits ~~wearable~~platform, ~~and~~its ~~other~~ability ~~small~~to ~~form~~maintain ~~factors.~~or Weexpand ~~expect~~sales ~~that~~of ~~our~~its platform, ~~will~~solutions, ~~provide~~and ~~users~~services ~~with~~could be impaired. Even if Corvex does attract new customers, the ~~ability~~cost toof ~~measure and~~new ~~continuously~~customer ~~monitor~~acquisition, ~~vital~~implementation ~~health~~of ~~data~~its platform, and ~~provide~~ongoing ~~actionable~~customer ~~feedback~~support may toprove ~~jumpstart~~higher ~~changes~~than inanticipated, ~~behaviors~~thereby adversely impacting its profitability.

Our platform is the foundation for our first product in development, which is a non-invasive and cuffless wearable that simultaneously measures glucose, blood pressure and heart rate. It is intended to combine the functionality of a continuous glucose monitor (“CGM”) and a cuffless RF-based blood pressure monitor (“rBPM ®”) into one wearable device. Once developed, we believe it will allow users to manage their health with confidence and in a manner that best fits their lifestyle, ultimately improving health outcomes.

Plan of Operations

Our technology is in the development phase. We intend to maximize the value and probability of the commercialization of our technology by focusing on research, testing, optimizing, conducting pilot studies and partnering for more extensive, later stages of clinical development, as well as seeking extensive patent protection and intellectual property development.

Since we are a development stage company, the majority of our business activities to date and our planned future activities will be devoted to further research and development. We plan to use the majority of the net proceeds from this offering to fund these research and development efforts (see “Use of Proceeds”).

A fundamental part of our corporate development strategy is to establish one or more strategic partnerships that would allow us to more fully exploit the potential of our technology, although other than the partnership with a leading specialty foundry discussed above under “Business - Strategy” no definitive agreement in that regard has been entered into as of the date of this prospectus.

Our research and development expenses primarily include wages, fees and equipment for the development of our technology and our proposed products. Additionally, we incur certain costs associated with the protection of our products and inventions through a combination of patents, licenses, applications and disclosures.

Going Concern

Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have not generated any revenues from operations since inception and do not expect to do so in the foreseeable future. We have experienced operating losses and negative operating cash flows since inception and expect to continue to do so for at least the next few years. We have financed our working capital requirements during this period through the sale of its equity securities including convertible promissory notes. At September 30, 2020, we had cash and cash equivalents totaling $7.6 million available to fund the Company’s ongoing business activities.

~~Because~~Other ~~we are currently engaged in research at a relatively early stage~~factors, itmany ~~will take a significant amount~~ of ~~time~~which are ~~and~~out ~~resources to develop any product or intellectual property capable~~ of ~~generating~~ ~~sustainable~~Corvex’s ~~revenues. Accordingly~~control, ~~our~~may ~~business~~now isor ~~unlikely to generate any sustainable operating revenues~~ in the ~~next several~~future ~~years~~impact ~~and~~its ~~may~~ability ~~never~~to doretain ~~so.~~existing ~~In addition~~customers, toattract ~~the~~new ~~extent~~customers, ~~that~~and expand wesales ~~are~~of ~~able~~its toplatform, ~~generate operating revenues~~solutions, ~~there~~and ~~can~~services ~~be no assurances that we will be able~~ to ~~achieve~~such ~~positive~~customers ~~earnings~~in ~~and~~a ~~operating~~cost-effective ~~cash~~manner, ~~flows.~~including:

~~Operating Expenses~~● potential customers’ commitments to existing solutions or services or greater familiarity or comfort with other solutions or services;

~~We generally~~● ~~recognize~~its ~~operating~~ability ~~expenses as they are incurred in two general categories, general and administrative expenses and research and development expenses. Our operating expenses also include non-cash components related~~ to ~~depreciation~~secure ofsufficient ~~property and~~power ~~equipment~~for ~~and~~its ~~stock-based~~platform ~~compensation, which are allocated, as appropriate, to general~~ and ~~administrative expenses and research and development expenses.~~solutions;

~~General and~~● ~~administrative~~decreased ~~expenses~~spending ~~consist~~on ofspecialized ~~salaries~~AI ~~and~~cloud ~~related~~infrastructure ~~expenses~~or ~~for~~AI ~~executive,~~or ~~legal,~~machine ~~finance,~~learning human resources, information technology and administrative personnel, as well as professional fees, insurance costs, and other general corporate expenses. Management expects general and administrative expenses to increase in future periods as the Company adds personnel and incurs additional expenses to support the expansion of its research and development ~~activities and its operation as a public company, including higher legal, accounting, insurance, compliance, compensation and other administrative expenses.~~generally;

~~Research and~~● ~~development~~deteriorating ~~expenses~~general ~~consist~~economic ~~primarily of compensation expenses, fees paid to consultants, outside service providers, facility expenses,~~ and ~~development~~geopolitical and clinical trial expenses. We charge research and development expenses to operations as they are incurred. Management expects research and development expenses to increase in the future as the Company increases its efforts to develop technology for potential future products based on its technology and research.conditions;

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

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

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

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

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

●

increased expenses associated with being a public company.

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

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

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

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

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

~~Year~~If Corvex does not or cannot maintain the ~~Ended~~compatibility ~~December~~of ~~31,~~its ~~2019~~platform ~~and~~with ~~Period~~its ~~from~~customers’ ~~January~~existing 30technology, ~~2018~~including ~~(Inception)~~third-party totechnologies ~~December~~that 31its customers use in their businesses, ~~2018~~its business may be adversely affected.

~~Our statements~~The functionality and popularity of ~~operations~~Corvex’s ~~for~~platform ~~the~~depend, ~~year~~in ~~ended~~part, ~~December~~on 31its ability to integrate its platform with its customers’ existing technology, ~~2019~~including other third-party technologies that its customers use in their businesses. Corvex’s customers, or the third parties whose solutions and ~~for~~services its customers utilize, may change the ~~period~~features ~~from~~of ~~January~~their 30technologies, ~~2018~~restrict ~~(Inception)~~its access to ~~December~~their technologies, or alter 31the terms governing use of their technologies in a manner that makes its platform incompatible with their technologies, ~~2018~~and aswhich ~~discussed~~would adversely ~~herein~~impact ~~are~~its ~~presented~~ability ~~below~~to service its customers. Such changes could functionally limit or prevent Corvex’s ability to use these third-party technologies in conjunction with its platform, which would negatively affect the adoption of its platform and harm its business. If Corvex fails to integrate its platform with its customers’ technologies and with third-party technologies that its customers use, Corvex may be unable to offer the functionality that its customers want or need, which could adversely impact its business.

				Period from
				January 30, 2018
	Year Ended			(Inception) to
	December 31,			December 31,
	2019			2018			Change
	(in thousands, except share and per share data)
Operating expenses:
Research and development	$	6,515		$	2,889		$	3,626
General and administrative		1,997			607			1,390
Total operating expenses		8,512			3,496			5,016
Loss from operations		(8,512	)		(3,496	)		(5,016	)
Other income, net		72			8			64
Net loss and comprehensive loss		(8,440	)		(3,488	)		(4,952	)
Accretion and dividends on redeemable convertible preferred stock		(6,041	)		(2,278	)		(3,763	)
Net loss attributable to common stockholders	$	(14,481	)	$	(5,766	)	$	(8,715	)
Net loss per share attributable to common stockholders, basic and diluted	$	(9.18	)	$	-
Shares used in computing net loss per share attributable to common stockholders, basic and diluted		1,577,714			-

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

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

~~Research~~In ~~and~~addition, ~~development~~independent ~~expenses~~industry and ~~totaled~~research ~~$6.5~~firms ~~million~~often ~~and $2.9~~evaluate ~~million~~its ~~for~~offerings ~~the~~and ~~year~~provide ~~ended~~reviews ~~December~~of 31its platform, ~~2019~~as ~~and~~well ~~for~~as the ~~period~~solutions ~~from~~and ~~January~~services 30of its competitors, and ~~2018~~perception ~~(Inception)~~of toits ~~December~~platform ~~31,~~in ~~2018,~~the ~~respectively. This~~marketplace ~~increase~~may ofbe $3significantly influenced by these reviews.6 ~~million~~If ~~was~~these ~~due~~reviews ~~primarily~~are tonegative, ~~the~~or less ~~growth~~positive inas ~~employee~~compared ~~headcount~~to those of ~~the~~its ~~Company~~competitors’ solutions and services, its ~~activities~~brand may be adversely affected. ~~Research~~Corvex’s offerings may experience capacity and ~~development~~operational ~~expenses~~issues for ~~the~~a ~~year~~number ~~ended~~of ~~December~~reasons ~~31,~~that ~~2019~~may ~~included~~or ~~expenses~~may not be related to ~~employee~~the ~~compensation~~efficacy of $1its offerings in real world environments.7 ~~million~~To the extent potential customers, industry analysts, or research ~~and~~firms ~~laboratory~~believe ~~expenses~~that the occurrence of ~~$0.9~~ ~~million~~capacity or computing issues is a flaw or indicates that Corvex’s platform does not provide significant value, ~~rent~~it ofmay ~~$0.1~~lose ~~million~~such potential customer opportunities, ~~other~~and ~~professional~~its ~~fees~~reputation, ofbusiness, ~~$3.6~~operating ~~million~~results, financial condition, and ~~other expenses~~prospects ~~of $0.2~~may ~~million~~be harmed.

Research and development expenses for the period from January 30, 2018 (Inception) to December 31, 2018 included expenses related to employee compensation of $1.0 million, research and laboratory expenses of $0.6 million, and other professional fees of $1.3 million.

General and Administrative

General and administrative expenses totaled $2.0 million and $0.6 million for the year ended December 31, 2019 and for the period from January 30, 2018 (Inception) to December 31, 2018, respectively. This increase of $1.4 million was due primarily to the growth in employee headcount of the Company and its activities. General and administrative expenses for the year ended December 31, 2019 included expenses related to employee and board of director compensation of $0.9 million, professional and consulting fees of $0.9 million, and other expenses of $0.2 million.

General and administrative expenses for the period from January 30, 2018 (inception) to December 31, 2018 consisted of expenses related to employee compensation of $0.2 million, professional and consulting fees of $0.2 million, and other expenses of $0.2 million.

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

~~Loss~~Corvex ~~from~~intends ~~operations~~to ~~was~~increase the $8number of its enterprise customers over time, including customers in their early stages and/or private companies that may have increased risk of insolvency, bankruptcy, or other issues impacting their creditworthiness.5 ~~million~~Corvex’s business is, and may in the future be, subject to the risks of non-payment and non-performance by these customers, which risk is heightened given that a substantial portion of its revenue is currently, and is expected for the ~~year~~foreseeable ~~ended~~future ~~December~~to be, driven by a limited number of customers. Corvex manages 31its exposure to credit risk through receipt of prepayments under its committed contracts, ~~2019~~credit analysis and monitoring procedures, and asmay ~~compared~~use letters of credit, prepayments, and guarantees. However, these procedures and policies cannot fully eliminate customer credit risk, and to $3the extent Corvex’s policies and procedures prove to be inadequate, it could negatively affect its business, operating results, financial condition, and prospects.5 ~~million~~In addition, some of Corvex’s customers may be highly leveraged and subject to their own operating and regulatory risks and, even if its credit review and analysis mechanisms work properly, Corvex may experience risks of non-payment and non-performance in its dealings with such parties. In such event, Corvex may remain responsible for ~~the~~expenditures ~~period~~for components, ~~from~~infrastructure, ~~January~~and 30data center leases and build-outs, ~~2018~~as ~~(Inception)~~well as related financing that it has undertaken for which it may not receive corresponding revenue. If Corvex’s customers fail to ~~December~~fulfill 31their contractual obligations, ~~2018~~it may have an adverse effect on its business, operating results, financial condition, and prospects.

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

As Corvex generates a ~~result~~small portion of its revenue outside of the ~~foregoing~~United States, ~~net~~and ~~loss~~conducts ~~was~~its ~~$8.4~~business ~~million~~activities ~~for~~in ~~the~~various ~~year~~foreign ~~ended~~countries, ~~December~~where ~~31,~~it ~~2019~~has limited experience, aswhere ~~compared~~the tochallenges ~~$3.5~~of ~~million~~conducting ~~for~~its ~~the period~~business can be significantly different from ~~January~~those ~~30,~~it ~~2018~~has ~~(Inception)~~faced toin ~~December~~more ~~31,~~developed markets ~~2018.~~and where business practices may create internal control risks including:

~~Nine~~● ~~Months~~slower ~~Ended~~than ~~September~~anticipated ~~30,~~demand ~~2020~~for AI and ~~2019~~machine learning solutions offered by existing and potential customers outside the United States and slower than anticipated adoption of specialized AI cloud-based infrastructures by international businesses;

~~Our~~● ~~unaudited~~fluctuations ~~condensed~~in ~~statements~~foreign ofcurrency ~~operations~~exchange ~~for the nine months ended September 30~~rates, ~~2020~~which ~~and~~could ~~2019~~add asvolatility ~~discussed~~to ~~herein~~its ~~are~~operating ~~presented below.~~results;

	Nine Months Ended September 30,
	2020			2019
	(in thousands, except share and per share data)
	(unaudited)
OPERATING EXPENSES:
Research and development	$	6,460		$	4,940
General and administrative		1,477			1,232
Total operating expenses		7,937			6,172
Loss from operations		(7,937	)		(6,172	)
Other income (expense), net:
Interest expense		(552	)		—
Change in fair value of warrant liability		8			9
Change in fair value of derivative liability		354			—
Interest and other income, net		22			36
Other income (expense), net		(168	)		45
Net loss and comprehensive loss		(8,105	)		(6,127	)
Accretion and dividends on redeemable convertible preferred stock		(6,396	)		(4,216	)
Net loss attributable to common stockholders	$	(14,501	)	$	(10,343	)
Net loss per share attributable to common stockholders, basic and diluted	$	(5.22	)	$	(7.70	)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted		2,777,510			1,343,857
Pro forma net loss per share attributable to common stockholders, basic and diluted		[●	]
Weighted average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted		[●	]

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

~~Research and~~● ~~Development~~new, or changes in, regulatory requirements, including with respect to AI;

~~Research~~● ~~and~~tariffs, ~~development~~export ~~expenses totaled $6.5 million~~ and ~~$5.0 million~~import ~~for the nine months ended September 30~~restrictions, ~~2020~~restrictions ~~and~~on ~~2019,~~foreign ~~respectively. This increase of $1.5 million was due primarily to the growth of the Company and its activities. Research and development expenses for the nine months ended September 30~~investments, ~~2020 included expenses related to employee compensation of $1.7 million~~sanctions, ~~research~~ and ~~laboratory expenses of $0.5 million, rent of $0.1 million,~~ other ~~professional~~trade ~~fees~~barriers ~~of $4.1 million,~~or ~~and~~protection ~~other expenses of $0.1 million.~~measures;

~~Research~~● ~~and~~exposure ~~development~~to ~~expenses~~numerous, ~~for the nine months ended September 30~~increasing, ~~2019~~stringent ~~included~~(particularly ~~expenses~~in ~~related~~the toEuropean ~~employee compensation of $1.4 million~~Union), ~~research~~ and ~~laboratory~~potentially ~~expenses of~~inconsistent ~~$0.8 million,~~laws ~~rent~~and ofregulations ~~$0.1 million,~~relating ~~other~~to ~~professional~~privacy, ~~fees~~data ~~of $2.6 million~~protection, and ~~other~~information ~~expenses of $0.1 million.~~security;

	●	costs of localizing its platform;

	●	lack of acceptance of localized solutions and services;

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

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

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

●

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

~~General~~ ● different or weaker protection of its intellectual property, including increased risk of theft of its proprietary technology and ~~Administrative~~other intellectual property;

~~General~~● ~~and~~economic ~~administrative~~weakness ~~expenses~~or totaled $1.4 million and $1.2 million for the nine months ended September 30, 2020 and 2019, respectively. This increase of $0.2 million was due primarily to the growth of the Company and its activities. General and administrative expenses for the nine months ended September 30, 2020 included expenses currency-related todisparities ~~employee~~or ~~and board of director compensation of $0.8 million, professional and consulting fees of $0.3 million, stock-based compensation of $0.2 million, and other expenses of $0.1 million.~~crises;

~~General~~● ~~and~~compliance ~~administrative~~with ~~expenses~~multiple, ~~for~~conflicting, ~~the~~ambiguous ~~nine~~or ~~months ended~~evolving ~~September 30~~governmental laws and regulations, ~~2019~~including ~~consisted~~employment, oftax, ~~expenses~~data ~~related~~privacy, toanti-corruption, ~~employee~~import/export, ~~and~~antitrust, ~~board~~data oftransfer, ~~director~~storage ~~compensation~~and ~~of $0.6 million~~protection, ~~professional~~ and ~~consulting~~industry-specific ~~fees~~laws ~~of $0.5 million~~and regulations, ~~and~~including ~~other~~regulations ~~expenses~~related ~~of $0.1 million.~~to AI;

~~Loss from~~● ~~Operations~~generally longer payment cycles and greater difficulty in collecting accounts receivable;

~~Loss~~● ~~from~~its ~~operations~~ability ~~was~~to ~~$7.9 million~~adapt ~~for the nine months ended September 30, 2020, as compared~~ to ~~$6.2 million~~sales ~~for~~practices ~~the~~and ~~nine~~customer ~~months~~requirements ~~ended~~in ~~September 30,~~different ~~2019.~~cultures;

~~Other~~● ~~Income~~the ~~(Expense)~~lack of reference customers and other marketing assets in regional markets that are new or developing for it, ~~Net~~as well as other adaptations in its market generation efforts that it may be slow to identify and implement;

~~Other~~● ~~income~~dependence (expense), net for the nine months ended September 30, 2020 was a net other expense of $0.2 million as compared to a net other income of $0.1 million for the nine months ended September 30, 2019. Other income (expense), net for the nine months ended September 30, 2020 included interest expense of $0.6 million related to the accrual of interest and amortization of debt discounts on ~~the~~certain ~~convertible~~third ~~promissory notes and $0.4 million related to the change in the fair value of the derivative liability. Other income for the nine months ended September 30~~parties, ~~2019~~including ~~was~~third-party ~~comprised~~data ~~primarily~~center offacility ~~interest income.~~providers;

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

As● aactual ~~result~~or ofperceived ~~the~~instability ~~foregoing,~~in ~~net loss was $8.1 million for~~ the ~~nine~~global ~~months~~banking ~~ended September 30, 2020, as compared to $6.1 million for the nine months ended September 30, 2019.~~system;

~~Liquidity and~~● ~~Capital~~cybersecurity ~~Resources~~incidents;

~~The~~● ~~Company’s~~corporate ~~financial~~espionage; ~~statements are presented on a basis that it is a going concern, which contemplates the realization of assets~~ and satisfaction of liabilities in the normal course of business. We have not generated any revenues from operations since inception, and do not expect to do so in the foreseeable future. We have experienced operating losses and negative operating cash flows since inception and expect to continue to do so. We have financed our working capital requirements during this period through the sale of equity securities and convertible notes.

At● ~~September 30,~~political ~~2020~~instability and ~~December 31,~~security ~~2019,~~risks ~~we had~~in ~~cash~~the ~~and~~countries ~~cash~~where ~~equivalents~~it ofis ~~$7.6 million~~doing ~~and $4.3 million, respectively, available to fund our ongoing~~ business ~~activities.~~ ~~Additional~~and ~~information~~changes ~~concerning~~in ~~our~~the ~~financial~~public ~~condition~~perception ~~and results~~ of ~~operations~~governments ~~is provided~~ in the ~~financial~~countries ~~statements presented~~where init ~~this~~operates ~~prospectus~~or plans to operate.

~~This offering~~Corvex’s issales ~~expected~~cycles tocan ~~generate~~be ~~net~~long and ~~proceeds~~unpredictable, ofand ~~$[●].~~its Wesales ~~intend~~efforts torequire ~~use~~considerable ~~such~~time ~~proceeds~~and ~~as described in the section of this prospectus titled “Use of Proceeds”~~expense.

WeCorvex’s ~~believe~~go-to-market approach ~~that~~currently ~~the~~focuses ~~net~~on ~~proceeds~~sales ~~from~~to ~~this~~enterprises ~~offering~~using ~~combined with~~AI. ~~its~~Sales ~~existing cash resources, will be sufficient~~ to ~~fund~~such ~~our~~customers ~~projected~~involve ~~operating~~longer ~~requirements~~and ~~for~~more atunpredictable ~~least~~sales 12cycles. Customers ~~months~~often ~~subsequent to~~view the ~~closing~~purchase of ~~this~~Corvex’s ~~offering.~~platform ~~However,~~as ~~the~~a ~~expected~~significant ~~net~~strategic ~~proceeds~~decision ~~from~~and, ~~this~~as ~~offering~~a ~~are~~result, ~~not~~frequently ~~expected to be sufficient enable~~require usconsiderable time to ~~complete~~evaluate, ~~the~~test, ~~development~~ and ~~commercialization~~qualify ofits ~~our~~platform ~~proposed~~prior ~~wearable product. We expect~~ to ~~continue~~entering tointo ~~incur~~or ~~significant expenses~~expanding ~~and~~a ~~increasing~~relationship ~~operating~~with ~~losses~~it. ~~for~~Large atenterprises in ~~least~~particular, ~~the~~often ~~next~~undertake ~~several~~a ~~years.~~significant Weevaluation ~~anticipate~~process that ~~our~~further ~~expenses~~lengthens ~~will~~Corvex’s ~~increase~~sales ~~substantially as we:~~cycle.

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

●The ~~prepare~~sales ~~applications~~prices ~~required~~of ~~for~~Corvex’s ~~marketing~~offerings may ~~approval~~decrease, ofwhich ~~our~~may ~~proposed~~reduce ~~wearable~~its ~~product~~margins inand ~~the~~adversely ~~United~~affect ~~States;~~its business, operating results, financial condition, and prospects.

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

● add operational, financial and management information systems and personnel, including personnel to support our product development, planned commercialization efforts and our operation as a public company.

~~Until we~~Corvex’s ~~can~~estimates ~~generate a sufficient amount~~ of ~~revenue~~market ~~from our planned products, if ever, we expect to finance future cash needs through~~opportunity ~~public or private equity offerings, debt financings or corporate collaborations~~ and ~~licensing~~forecasts ~~arrangements.~~of ~~Additional~~market ~~funds~~growth may ~~not~~ beprove ~~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 delay~~inaccurate, reduce the scope of or eliminate one or more of our research or development programs or our commercialization efforts. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution, and ~~debt~~even ~~financing,~~ if ~~available, may involve restrictive covenants. To~~ the ~~extent~~markets ~~that~~in wewhich ~~raise additional funds through collaborations and licensing arrangements,~~ it ~~may~~competes beachieve ~~necessary~~the toforecasted ~~relinquish some rights to our technologies or applications or~~growth, ~~grant~~its ~~licenses~~business oncould ~~terms~~fail ~~that may not be favorable~~ to ~~us.~~grow Weat ~~may~~similar ~~seek to access the public or private capital markets whenever conditions are favorable~~rates, ~~even~~ if ~~we do not have an immediate need for additional capital~~ at ~~that time~~all.

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

~~During~~Further, ~~the~~if ~~nine~~AI ~~months~~is ~~ended~~not ~~September 30, 2020, the~~broadly ~~Company~~adopted ~~used~~by ~~cash~~enterprises ofto ~~$8.1 million~~the inextent ~~operating~~Corvex ~~activities~~expects, asor ~~compared~~if tonew ~~$6.3 million~~use ~~used~~cases indo ~~operating~~not ~~activities during~~arise, ~~the~~then ~~nine~~its ~~months~~opportunity ~~ended~~may ~~September 30,~~be ~~2019~~smaller than it expects.

The ~~$8.1 million~~variables ~~used~~that ingo ~~operating activities during~~into the ~~nine~~calculation ~~months~~of ~~ended~~Corvex’s ~~September 30,~~market ~~2020~~opportunity ~~was~~are ~~primarily~~subject ~~attributable~~ to ~~our~~change ~~net~~over ~~loss~~time, ofand ~~$8.1 million~~there ~~during~~is ~~the~~no ~~period~~guarantee that any particular number ~~and~~or ~~changes~~percentage inof ~~our~~addressable ~~operating~~customers ~~assets~~covered ~~and~~by ~~liabilities~~its ~~totaling~~market ~~$0.9 million.~~opportunity ~~These~~estimates ~~items~~will ~~were~~purchase ~~offset~~its byplatform ~~non-cash~~at ~~items,~~all ~~including~~or generate any ~~stock-based~~particular ~~compensation~~level of $0revenue for it.1 ~~million~~Any ~~for~~expansion ain ~~stock~~the ~~grant~~markets ~~and~~in ~~stock-based~~which ~~compensation~~Corvex operates depends on a number of ~~$0.2~~factors, ~~million~~including the cost, ~~amortization~~performance, and perceived value associated with its platform and those of its competitors. Even if the ~~debt~~markets in which Corvex ~~discount~~competes onmeet ~~our~~the ~~convertible~~size ~~promissory~~estimates ~~notes~~and ofgrowth ~~$0.4 million~~forecast, ~~accrued~~its ~~interest~~business oncould ~~our~~fail ~~convertible~~to ~~promissory~~grow ~~notes~~at ofsimilar ~~$0.2 million~~rates, ~~non-employee~~ ~~services~~if ofat $0all.2 ~~million~~Corvex’s ~~under~~growth is ~~convertible~~subject ~~promissory~~to ~~notes~~many factors, ~~the~~including ~~issuance~~its ofsuccess ~~$0.2 million~~ in ~~convertible~~implementing ~~promissory notes~~its inbusiness ~~exchange~~strategy, ~~for~~which ~~services,~~is ~~and~~subject ato $0many risks and uncertainties.~~4 million~~ Accordingly, ~~change~~Corvex’s inforecasts ~~the~~for ~~fair~~market ~~value~~growth should not be taken as indicative of ~~our~~its ~~derivative~~future ~~liability~~growth.

~~The~~Corvex ~~$6.3 million~~may ~~used~~ in ~~operating~~the ~~activities~~future ~~during~~enter into collaborations ~~the~~or ~~nine~~strategic ~~months~~alliances ~~ended~~with ~~September 30,~~third ~~2019~~parties. ~~was~~If ~~primarily~~Corvex ~~attributable~~is tounsuccessful ~~our~~in ~~net~~establishing ~~loss~~or ofmaintaining ~~$6.1 million~~strategic ~~during~~relationships ~~the~~with ~~period~~these ~~and~~third ~~changes~~parties inor ~~our~~if these third parties fail to deliver certain operational services, its business, operating ~~assets~~results, financial condition, and ~~liabilities~~prospects ~~totaling~~could $0be adversely affected.~~2 million.~~

~~During~~Corvex may in the ~~year~~future ~~ended~~enter into ~~December~~collaborations 31or strategic alliances with third parties in connection with the development, ~~2019~~operation, and enhancements to its platform and the ~~Company~~provision ~~used~~of ~~cash~~its solutions and services. Identifying strategic relationships with third parties, and negotiating and documenting relationships with them, may be time-consuming and complex and may distract management. Moreover, Corvex may be delayed, or may not be successful, in achieving the objectives that it anticipates as a result of $8 such strategic relationships.2 ~~million~~In evaluating counterparties in connection with collaborations or strategic alliances, Corvex considers a wide range of economic, legal, and regulatory criteria depending on the nature of such relationship, including the counterparties’ reputation, operating ~~activities~~results, ~~which~~and ~~was~~financial condition, ~~primarily~~operational ~~attributable~~ability to ~~our~~satisfy ~~net~~its ~~loss~~and its customers’ needs in a timely manner, efficiency and reliability of ~~$8.4~~systems, certifications ~~million~~costs to it or to its customers, and licensure and compliance status. ~~The~~Despite ~~difference~~this evaluation, third parties may still ~~between~~not ~~cash~~meet ~~used~~Corvex’s inor its customers’ needs which may adversely affect its ability to deliver solutions and services to customers and may adversely impact its business, operating ~~activities~~results, financial condition, and ~~net~~prospects. ~~loss~~Counterparties ~~consisted~~to ~~primarily~~any ofstrategic ~~depreciation~~relationship may have economic or business interests or goals that are, ~~stock-based~~or ~~compensation~~that may become, inconsistent with Corvex’s business interests or goals, and ~~changes~~may subject it to additional risks to the extent such third party becomes the subject of negative publicity, faces its own litigation or regulatory challenges, or faces other adverse circumstances. Conflicts may arise with Corvex’s strategic partners, such as the interpretation of significant terms under any agreement, which may result in litigation or arbitration which would increase its expenses and divert the attention of its management. If Corvex is unsuccessful in establishing or maintaining strategic relationships with third parties, its ability to compete or to grow its revenue could be impaired and its business, operating ~~assets~~results, financial condition, and ~~liabilities~~prospects could be adversely affected.

During the period from January 30, 2018 (Inception) to January 30, 2018, the Company used cash of $3.3 million in operating activities which was primarily attributable to our net loss of $3.5 million. The difference between cash used in operating activities and net loss consisted primarily of depreciation, stock-based compensation, and changes in operating assets and liabilities.

Investing Activities

During the nine months ended September 30, 2020 and 2019, the Company did not have any investing activities.

During the year ended December 31, 2019, the Company used cash of $13,000 in investing activities, consisting of $13,000 for the purchase of office and laboratory equipment.

During the period from January 30, 2018 (Inception) to December 31, 2018, the Company used cash of $52,000, consisting of $52,000 for the purchase of office and laboratory equipment.

Financing Activities

During the nine months ended September 30, 2020, the Company was provided cash of $11.4 million from financing activities, comprised of $11.8 million from the issuance of convertible promissory notes and $0.3 million in proceeds from the Paycheck Protection Program loan, partially offset by $0.7 million of issuance costs.

During the nine months ended September 30, 2019, the Company was provided cash of $9.4 million from financing activities from the issuance of Series B redeemable convertible preferred stock, net of issuance costs.

During the year ended December 31, 2019, the Company was provided cash of $9.4 million from financing activities, consisting of $9.4 million from the issuance of the Series B redeemable convertible preferred stock.

During the period from January 30, 2018 (Inception) to December 31, 2018, the Company was provided cash of $6.5 million, primarily consisting of $6.5 million from the issuance of the Series A redeemable convertible preferred stock.

Contractual Obligations and Commitments

Our contractual obligations and commitments pertain to our facilities lease agreements. The future minimum lease agreements for the remaining three months in the calendar year 2020 are $13,800 and $41,400 for the calendar year 2021.

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

~~Management’s~~Corvex ~~discussion~~may in the future pursue joint ventures and ~~analysis~~other ofco-investment ~~our~~structures ~~financial~~(including to develop and operate data centers), as well as acquisitions, strategic ~~condition~~investments, partnerships, or alliances. Any such transactions are inherently risky and ~~results~~uncertain, ofand ~~operations~~Corvex ismay ~~based~~be unable to identify suitable opportunities or complete them on ~~our~~acceptable ~~financial~~terms ~~statements~~or timing, ~~which~~obtain ~~have~~required ~~been~~financing ~~prepared~~or inregulatory ~~accordance~~approvals, ~~with~~realize ~~accounting~~anticipated ~~principles~~benefits ~~generally~~on ~~accepted~~the inexpected ~~the~~schedule, ~~United~~or ~~States~~at ~~(“GAAP”)~~all, or avoid unexpected costs and liabilities. ~~The~~Joint ~~preparation~~ventures ofand ~~these~~co-investments ~~financial~~may ~~statements~~involve non-controlling ~~requires~~interests, shared governance, and reliance on partners who may have economic, tax, regulatory, or strategic objectives usthat differ from or conflict with Corvex’s, may fail to ~~make~~fund ~~estimates~~required ~~and~~capital, ~~assumptions~~may ~~for~~become bankrupt or insolvent, may take actions outside Corvex’s control (including exits at inopportune times), or may take actions that require the ~~reported~~joint ~~amounts~~venture to dispose of assets, ~~liabilities,~~or ~~revenues~~require Corvex to purchase a partner’s interests at above-market prices, ~~expenses~~or ~~and~~take ~~related~~actions ~~disclosures.~~unrelated to the ~~Our~~joint ~~estimates~~venture ~~are~~agreement ~~based~~that nevertheless reflect poorly on ~~our~~Corvex. ~~historical~~These ~~experience~~arrangements ~~and~~can onlead ~~various~~to ~~other~~disputes, ~~factors~~litigation ~~that~~or wearbitration, require ~~believe~~Corvex ~~are~~to ~~reasonable~~contribute ~~under~~additional ~~the~~capital ~~circumstances~~(including beyond its pro rata share), or result in liability for partner actions or ~~the~~joint ~~results~~venture obligations in excess of ~~which~~Corvex’s ~~form~~investment, may ~~the~~limit ~~basis~~Corvex’s ~~for~~ability to exercise sole decision-making authority, ~~judgments~~may ~~about~~necessitate changing the ~~carrying~~structure ~~value~~ of ~~assets~~an ~~and~~established ~~liabilities~~joint ~~that~~venture ~~are~~or ~~not~~creating ~~readily~~new complex structures to meet Corvex’s ~~apparent~~or ~~from~~its ~~other~~partners’ ~~sources.~~needs, and a ~~Actual~~partner’s ~~results~~decision ~~may~~to ~~differ~~exit ~~from~~a ~~these~~joint ~~estimates~~venture ~~under~~may ~~different~~occur ~~assumptions~~at a time or ~~conditions~~on ~~and~~terms ~~any~~that are ~~such~~not ~~differences~~opportune ~~may~~for beCorvex ~~material~~or aligned with its business interests.

~~While~~Acquisitions ~~our~~and strategic investments also present significant risks, including difficulties in diligence, valuation, structuring, accounting ~~policies~~(including ~~are~~potential write-downs ~~more~~or ~~fully~~impairment charges), and integration of technologies, products, services, real property (including data centers), systems, ~~described~~processes, incontracts, internal controls, and personnel. Corvex may face challenges retaining key employees, coordinating research and development and go-to-market activities, aligning product roadmaps, meeting customer commitments, remediating security or compliance deficiencies, and maintaining the ~~Note~~performance, 3reliability, and efficiency of its platform. Additional risks include diversion of management’s time and focus from operating the business to ~~our~~addressing ~~audited~~acquisition integration challenges; the inability to coordinate research and development ~~our~~and ~~unaudited~~sales ~~condensed~~and ~~financial~~marketing ~~statements~~functions; ~~appearing~~the ~~elsewhere~~inability to integrate solution and service offerings; retention of key employees from the acquired company; changes in ~~this~~relationships ~~prospectus,~~with strategic partners or the loss of key customers or partners as a result of acquisitions weor ~~believe~~strategic positioning; cultural challenges associated with integrating employees from the ~~following~~acquired ~~discussion~~company; ~~addresses~~integration ~~our~~of ~~most~~the ~~critical~~acquired company’s accounting, ~~policies~~customer relationship management, ~~which~~management ~~are~~information, ~~those~~human resources, and other administrative systems; the need to implement or improve controls, procedures, and policies at a business that ~~are~~may ~~most~~have ~~important~~lacked sufficiently effective controls, procedures, and policies; unexpected security risks or higher-than-expected costs to improve the acquired company’s security posture; ~~our~~higher-than-expected costs to bring the acquired company’s IT infrastructure up to Corvex’s standards; additional legal, regulatory, or compliance requirements; financial ~~condition~~reporting, revenue recognition, or other financial or control deficiencies of the acquired company that are not adequately addressed and that cause Corvex’s reported results to be incorrect; liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities. Transactions may divert management attention, disrupt ongoing operations, increase operating costs, and ~~require~~be ~~our~~viewed ~~most~~negatively ~~difficult~~by customers, ~~subjective~~suppliers, employees, or investors. Corvex may also face litigation or other claims in connection with acquired companies, including claims from or against terminated employees, customers, current and ~~complex~~former ~~judgments~~stockholders, or other third parties. If Corvex finances transactions with cash, debt, or equity, it could experience reduced liquidity, increased leverage and restrictive covenants, interest expense, or dilution (which could be significant), and may be limited by restrictions in its debt agreements.

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

The Company records all shares of redeemable convertible preferred stock at their respective issuance price less issuance costs on the dates of issuance. Under certain circumstances the Company will be required to redeem the Series A and Series B redeemable convertible preferred stock unless an Initial Public Offering (“IPO”) has been consummated prior to April 1, 2021, or an extension or waiver is obtained upon approval of a majority of the holders of such preferred stock. As the preferred stock becomes redeemable due to the passage of time and the Company believes the likelihood of an event requiring conversion prior April 1, 2021 is remote, the Company considers the preferred stock to be redeemable as of April 1, 2021. The Company records the accretion of the Series A and B preferred stock balances to their respective redemption amounts using the effective interest method. The redeemable convertible preferred stock is presented outside of stockholders’ deficit on the balance sheets.

Paycheck Protection Program Loan

The Company accounts for funds received from the Paycheck Protection Program as a financial liability with interest accrued and expensed over the term of the loan under the effective interest method. The loan will remain recorded as a liability until the Company has been legally released from the liability or the Company repays the liability. Any amount that is ultimately forgiven by the lender would be recognized in the statement of operations and comprehensive loss as a gain extinguishment.

Convertible Financial Instruments

The Company bifurcates embedded redemption and conversion options from their host instruments and accounts for them as freestanding derivative financial instruments at fair value, if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Debt discounts under these arrangements are amortized to interest expense using the interest method over the earlier of the term of the related debt or their earliest date of redemption.

From time to time, the Company issues convertible financial instruments to nonemployees in payment for services that are provided. Until the services are completely rendered, the Company will expense the principal and any interest earned prior to the service completion to the representative expense account for the services performed and will record a noncurrent liability for the expected amount of the principal balance. Upon completion of the services, the Company will reclassify the noncurrent liability balance to the balance of an outstanding convertible financial instrument and assess the embedded redemption and conversion options that are applicable at that time.

Common Stock Warrants

During the normal course of business, from time to time, we issue warrants to purchase common stock as part of a debt or equity financing or to vendors as consideration to perform services. We assess each warrant to determine if it meets the characteristics of a liability or a derivative, and if the warrant does meet the characteristics of a liability or a derivative, we classify the warrant as a liability measured at fair value. The derivative liabilities are remeasured at each period end, on a recurring basis, to the estimated fair value with the changes in fair value reflected as current period income or loss until the warrant is exercised, extinguished, or expires. If the warrant does not meet the characteristics of a liability or a derivative, we classify the warrant as equity, and record the warrant at its fair value on the date of issuance. The fair value of our warrants are estimated using the Black-Scholes option pricing model.

Stock-Based Compensation

The Company measures equity classified stock-based awards granted to employees, directors, and nonemployees 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. As a result, if we revise our assumptions and estimates, our stock-based compensation expense could change. These assumptions include:

Dividend Rate—The expected dividend rate was assumed to be zero, as we have not previously paid dividends on common stock and have no current plans to do so.

~~Expected~~Future ~~Volatility—The~~acquisitions ~~expected~~could ~~volatility~~include real ~~was~~property ~~derived~~and ~~from~~subject ~~the~~Corvex ~~historical stock volatilities of several public companies within our industry that we consider~~ to bethe ~~comparable to~~general ~~our~~risks ~~business~~associated ~~over~~with ~~a period equivalent to~~ the ~~expected~~ownership ~~term~~ of ~~the~~real ~~stock option grants~~property.

~~Risk-Free~~Corvex ~~Interest~~currently ~~Rate—The~~leases ~~risk-free~~all ~~interest~~of ~~rate~~its isdata ~~based~~centers onand ~~the~~office ~~interest~~locations. ~~yield~~However, inCorvex ~~effect~~could atin the ~~date~~future ofmake ~~grant~~acquisitions ~~for~~that ~~zero~~include ~~coupon~~real Uproperty, which would most likely be one or more data centers.S. ~~Treasury~~As ~~notes~~a ~~with~~result ~~maturities approximately~~of ~~equal~~any such acquisition, Corvex would directly own real property and become subject to the ~~option’s~~general ~~expected~~risks ~~term.~~associated with the ownership of real property, including:

~~Expected~~● ~~Term—The~~changes ~~expected~~in ~~term~~governmental ~~represents the~~laws ~~period~~and ~~that~~regulations, ~~our~~including ~~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~~Americans ~~method.~~with ~~The~~Disabilities ~~simplified~~Act ~~method deems the term to be the average of the time-to-vesting~~ and ~~the~~zoning ~~contractual life of the options. For other option grants not considered to be “plain vanilla~~ordinances,~~” we~~ ~~determined~~and the ~~expected~~related ~~term~~costs ~~to be the contractual life~~ of ~~the options.~~compliance;

~~Forfeitures~~● –increased Weupfront ~~account~~costs ~~for~~of ~~forfeitures as~~purchasing ~~they~~real ~~occur.~~ property;

~~Fair~~● ~~Value~~the ofongoing ~~Common~~need ~~Stock~~for repair, maintenance and capital improvements;

~~Historically,~~● ~~for~~natural ~~all periods prior to this initial public offering~~disasters, ~~the~~including ~~fair~~earthquakes ~~values of the shares of our common stock underlying our share-based awards~~ and ~~warrant grants were estimated on each grant date by our board of directors. In order to determine the fair value of our common stock~~floods, ~~our~~and ~~board~~acts of ~~directors considered,~~war ~~among~~or other things, valuations of our common stock prepared by an independent third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. terrorism;

~~The fair~~● ~~value~~general ~~of the Company’s common stock was estimated using a two-step process. First~~liability, ~~the~~property ~~Company’s enterprise value was established using generally accepted valuation methodologies, such as comparable public company~~ and ~~market~~casualty adjusted option pricing analysis as well as consideration of company financing transactions. The enterprise value was allocated among the securities that comprise the capital structure of the Company using the option-pricing method. The option-pricing method treats all levels of the capital structure as call options on the enterprise’s valuelosses, ~~with~~some ~~exercise price based on the “breakpoints” between each~~ of ~~the~~which ~~different~~may ~~claims~~be on the securities. The inputs necessary for the option-pricing model include the current equity value (the enterprise value as previously calculated), breakpoints (the various characteristics for each class of equity, including liquidation preferences and priority distributions, in accordance with the Company’s certificate of incorporation, as amended and restated), term, risk-free rate, and volatility.uninsured;

~~Given the~~● ~~absence~~liabilities ~~of a public trading market~~ for ~~our~~clean-up ~~common stock, our board~~ of ~~directors~~undisclosed ~~exercised~~environmental ~~their~~contamination; ~~judgment~~ and considered a number of objective and subjective factors to determine the best estimate of the fair value of our common stock, including valuations performed by an independent third party, developments in our operations, sales of preferred stock, the prices, rights, preferences and privileges of our preferred stock relative to the common stock, actual operating results and financial performance and capital resources, the conditions in the our industry and the economy and capital markets in general, the stock price performance and volatility of comparable public companies, the likelihood of achieving a liquidity event for shares of our common stock underlying these stock options, such as an initial public offering or sale of our company, and the lack of liquidity of our common stock, among other factors. After the closing of this offering, our board of directors will determine the fair value of each share of underlying common stock based on the closing price of our common stock as reported on the date of the grant. Our board of directors intended all options granted to be exercisable at a price per share not less than the per share fair value of our common stock underlying those options on the grant date.

~~Income Taxes~~● liabilities incurred in the ordinary course of business.

~~The Company~~If ~~accounts~~negative ~~for~~publicity ~~income~~arises ~~taxes~~with ~~using~~respect to ~~the~~Corvex, ~~asset~~its ~~and~~employees, ~~liability~~its ~~method.~~third-party ~~Under~~suppliers, ~~this~~service ~~method~~providers, ~~deferred~~or ~~tax~~its ~~assets~~partners, ~~and~~its ~~liabilities are~~business, ~~determined~~operating ~~based~~results, ~~on differences between the~~ financial ~~statement and tax basis of assets and liabilities and net operating~~condition, ~~loss~~ and ~~credit~~prospects ~~carryforwards~~could ~~using~~be ~~enacted~~adversely ~~tax~~affected, ~~rates~~regardless inof ~~effect~~whether ~~for~~ the ~~year~~negative inpublicity ~~which~~is ~~the differences are expected to reverse~~true. ~~Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.~~

~~The Company~~Negative ~~accounts~~publicity ~~for~~about ~~unrecognized tax benefits using a more-likely-than-not threshold for financial statement recognition and~~Corvex ~~measurement~~or ofits ~~tax~~platform, ~~positions~~solutions, ~~taken~~ or ~~expected~~services, toeven beif ~~taken~~inaccurate inor auntrue, ~~tax~~could ~~return.~~adversely ~~The~~affect ~~Company~~its ~~establishes~~reputation ~~a liability for tax-related uncertainties based on estimates of whether,~~ and the ~~extent~~confidence toin ~~which~~its platform, ~~additional~~solutions, ~~taxes~~or ~~will~~services, bewhich ~~due.~~could ~~The~~harm ~~Company~~its ~~records~~business, anoperating ~~income tax liability~~results, iffinancial ~~any~~condition, ~~for the difference between the benefit recognized~~ and ~~measured~~prospects. ~~and~~Harm ~~the tax position taken or expected~~ to be ~~taken on the Company~~Corvex’s reputation ~~tax~~can ~~returns.~~also Toarise ~~the~~from ~~extent~~many ~~that~~other ~~the~~sources, ~~assessment~~including ofemployee ~~such tax positions changes~~misconduct, ~~the~~which ~~change~~it inhas ~~estimate is~~experienced ~~recorded~~ in the ~~period~~past, inand ~~which~~misconduct by ~~the~~its ~~determination~~partners, isconsultants, ~~made.~~suppliers, ~~The~~and ~~liability~~outsourced isservice ~~adjusted~~providers. ~~considering changing facts and circumstances~~Additionally, ~~such~~ asnegative ~~the~~publicity ~~outcome~~with ofrespect ato ~~tax~~Corvex’s partners ~~audit.~~or ~~The~~service ~~provision~~providers ~~for~~could ~~income~~also ~~taxes~~affect ~~includes~~its ~~the~~business, ~~impact~~operating ofresults, ~~liability~~financial ~~provisions~~condition, and ~~changes~~prospects to the ~~liability~~extent that it ~~are~~relies ~~considered~~on ~~appropriate.~~these ~~Changes~~partners ~~in recognition~~ or ~~measurement~~if ~~are~~its ~~reflected~~customers inor ~~the~~prospective ~~period~~customers inassociate ~~which~~its ~~the change~~company inwith ~~judgment~~these ~~occurs~~partners.

~~For~~Corvex’s ~~interim~~ability ~~periods,~~to ~~the~~maintain ~~Company estimates its annual effective~~customer ~~income~~satisfaction ~~tax~~depends ~~rate~~in ~~and~~part ~~applies~~on the ~~estimated~~quality ~~rate~~of toits ~~the~~customer ~~year-to-date~~support ~~income~~and orcloud ~~loss~~operations ~~before income taxes~~services. ~~The~~Corvex’s ~~Company~~failure ~~also~~to ~~computes~~maintain ~~the~~high-quality ~~tax~~customer ~~provision~~support ~~or benefit related to items reported separately~~ and ~~recognizes~~cloud ~~the~~operations ~~items~~services ~~net~~could ofhave ~~their~~an ~~related~~adverse ~~tax~~ effect ~~in the~~on ~~interim~~its ~~periods~~business, inoperating ~~which~~results, ~~they occur. The Company also recognizes the effect of changes in enacted tax laws or rates in the~~financial ~~interim~~condition, ~~periods~~and ~~in which the changes occur~~prospects.

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

~~See~~Furthermore, ~~Footnote~~there 3can ofbe ~~the~~no assurance ~~audited~~that ~~financial~~Corvex ~~statements~~will ~~for~~be aable to hire sufficient support personnel as and when needed, particularly if its sales exceed its internal ~~discussion~~forecasts. Corvex expects to increase the number of ~~recently~~its ~~issued~~customers, ~~accounting~~and ~~pronouncements~~that growth may put additional pressure on its customer support and ~~Footnote~~cloud 3operations ofservices ~~the~~teams. ~~unaudited~~Corvex’s ~~condensed~~customer ~~financial~~support ~~statements~~and cloud operations services teams may need additional personnel to respond to customer demand. Corvex may be unable to respond quickly enough to accommodate short-term increases in customer demand for aservices. ~~discussion~~To the extent that Corvex is unsuccessful in hiring, training, and retaining adequate support resources, its ability to provide high-quality and timely support to its customers will be negatively impacted, and its customers’ satisfaction and their purchase of ~~recently~~its ~~adopted~~infrastructure ~~accounting~~could ~~pronouncements~~be adversely affected.

Off Balance Sheet Transactions

We do not have any off-balance sheet transactions.

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

~~The following~~Corvex ~~table~~relies ~~sets~~on ~~forth~~its ~~the~~management ~~names~~team and other ~~ages~~key ofemployees ~~all~~and ofwill ~~our~~need ~~executive~~additional ~~officers~~personnel to grow its business, and ~~directors. Our~~the ~~officers~~loss ~~are~~of ~~appointed~~one or more key employees or its inability ~~by,~~to attract and ~~serve~~retain atqualified ~~the~~personnel, ~~pleasure~~including members of, ~~the~~its board of directors, could harm its business.

Name	Age	Position
Michael Leabman	47	Chief Executive Officer, President and Director
Phil Kelly	61	Chief Technology Officer and Vice President of Engineering
Jeremy (“J.”) Cogan	52	Chief Financial Officer
Emily Wang Fairbairn	59	Director and Chair of the Board
John Mastrototaro	60	Director
Rubén Caballero	52	Director
Brian Cullinan	61	Director

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

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

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

Michael Leabman founded the Company and has served as its President and CEO, and a member of its board of directors, since January 2018. Upon Mr. Mastrototaro’s appointment as our President and CEO, Mr. Leabman has agreed to assume the role of Chief Technology Officer. As a serial entrepreneur with a passion for envisioning, inventing and executing, Mr. Leabman has previously founded four other companies in the wireless space and has more than 200 patents issued in smart antenna array for telecom/power. Most recently, Mr. Leabman founded Energous Corporation (Nasdaq: WATT), a wireless charging company, in October 2012, and served as a member of its board of directors from October 2012 until May 2018, and its Chief Technology Officer from October 2013 until January 2018. Prior to Energous, Mr. Leabman founded and served as President of TruePath Wireless, a service provider and equipment provider in the broadband communications industry and founded and served as CTO for DataRunway Inc., a wireless communication company providing broadband internet to airlines. Mr. Leabman received both his Bachelor of Science degree and Master of Engineering degree in electrical engineering from the Massachusetts Institute of Technology. We believe Mr. Leabman is qualified to serve as a member of our board of directors based on his background, experience, qualifications, attributes and skills, including founding our Company and his executive leadership and technical experience in the wireless and broadband communications industry.

John Mastrototaro, Ph.D. has served as a director of the Company since December 2020 and has agreed to become our President and CEO no later than April 1, 2021. Mr. Mastrototaro has over 30 years of experience in the medical device industry, leading innovation and bringing new products to the market. Mr. Mastrototaro has served as the Chief Operating Officer of Orthosensor, Inc. since 2017. Previously, Mr. Mastrototaro spent the majority of his career with Medtronic, PLC. and MiniMed, Inc., where he was instrumental in initiating and leading a series of firsts in the world of diabetes, including the ambulatory continuous glucose monitoring system, the sensor augmented insulin pump and the early generations of the artificial pancreas. Prior to joining Orthosensor, Mr. Mastrototaro was Medtronic’s first VP of Informatics from 2013 to 2017, a role in which he helped develop a corporate strategy for the use of data and analytics to improve healthcare delivery. During his tenure in Medtronic’s Diabetes division, Mr. Mastrototaro held a number of positions, including CTO, VP of R&D and Business Development and Global VP of Clinical Research and Health Affairs. Mr. Mastrototaro started his career with Eli Lilly. He holds a B.A. in Mathematics and Physics from Holy Cross College and M.S. and Ph.D. in Biomedical Engineering from Duke University. Mr. Mastrototaro has authored over 50 peer reviewed manuscripts and holds over 60 US patents. We believe Mr. Mastrototaro is qualified to serve on our board of directors based on his background, experience, qualifications, attributes and skills, and that his significant knowledge of, and breadth of experience in, the medical device industry in general and diabetes monitoring and care in particular provides valuable insight to our board.

Phil Kelly has served as the Company’s Chief Technology Officer and Vice President of Engineering since March 2018. Upon Mr. Leabman’s appointment as our Chief Technology Officer, Mr. Kelly has agreed to assume the role of Vice President of Engineering. From April 2014 to December 2017, Mr. Kelly served as Chief Scientist and Vice President Systems Engineering at Energous Corporation, a wireless power company. Prior to joining Energous, Mr. Kelly was an engineering specialist at Northrop Grumman, an aerospace company, working on advanced research and development projects. Mr. Kelly received both his Bachelor of Science and Master of Engineering degrees in electrical engineering from the University of California, Davis.

Jeremy (“J.”) Cogan has served as the Company’s Chief Financial Officer since May 2019. Mr. Cogan brings 24 years of financial experience to the Company. From July 2007 to December 2018, Mr. Cogan managed the Leisure & Media portfolio at Ascend Capital, a multi-billion-dollar, long/short equity hedge fund, based in the San Francisco Bay Area. At Ascend, he was also a member of the firm’s Executive Committee. From January 1995 to May 2007, Mr. Cogan was a member of the equity research team at Banc of America Securities LLC (and its predecessors). For the majority of his tenure at Banc of America Securities, Mr. Cogan was a Principal and Senior Equity Research Analyst, responsible for the Gaming and Lodging sectors. Mr. Cogan received a Bachelor of Arts degree in Communications from the University of Pennsylvania and has been a Chartered Financial Analyst (CFA) Charterholder since September 2000.

Emily Wang Fairbairn has served as a director of the Company and Chair of the Board since March 2018. Ms. Fairbairn was co-founder and CEO of multi-billion-dollar hedge fund, Ascend Capital, from 1999 to 2018. The firm established a long/short equity hedge fund business focused on managing assets for institutional clients such as pensions, endowments and public companies. From 1987 to 1997, Ms. Fairbairn built a successful practice managing equity portfolios for high net worth clients for Merrill Lynch. From 1985 to1987 Ms. Fairbairn worked as a process engineer and supervisor for Pepsi’s Frito-Lay brand. Ms. Fairbairn is an active philanthropist with a history of supporting education, athletics, and medical research. She also serves on the funding board of MIT Sandbox Innovation Fund to actively mentor entrepreneurs. Ms. Fairbairn received her Bachelor of Science in chemical engineering from California State Polytechnic University Pomona. We believe Ms. Fairbairn is qualified to serve on our board of directors based on her background, experience, qualifications, attributes and skills, including her background in investment and finance matters, and extensive executive leadership and management experience.

~~Rubén Caballero has served as a director of the Company since November 2019. Since April 2020~~Moreover, ~~Mr.~~many ~~Caballero has served as Microsoft’s Corporate Vice President~~ of ~~Devices & Technology Engineering for~~ the ~~Mixed Reality Division, where he oversees Mixed Reality, AI and other special projects. Mr.~~companies ~~Caballero~~with ~~served~~which asCorvex acompetes ~~Vice~~for ~~President~~experienced ofpersonnel ~~Engineering~~have atgreater ~~Apple~~resources ~~from~~than ~~2005~~it ~~until April 2019, where he was one of the founding leaders of the iPhone hardware design team and later expanded his role to include iPad, Apple Watch, Macintosh, and other hardware products~~has. ~~Mr.~~ ~~Caballero~~Corvex’s ~~senior~~competitors ~~role~~also atmay ~~Apple~~be ~~provided~~successful in ~~him~~recruiting ~~with the opportunity to build~~ and ~~scale~~hiring ~~global~~members ~~teams,~~of ~~including~~its ~~the~~management ~~Wireless Design and Technology~~ team ~~for all the products/ecosystems at Apple~~, ~~including~~sales ~~the iPhone~~team, ~~iPad,~~or ~~Macs,~~other ~~AirPods,~~key ~~HomePod~~employees, and ~~accessories. Before~~it ~~Apple,~~may ~~Mr.~~be ~~Caballero~~difficult ~~worked at two start-ups, where he led efforts~~ for ~~designing~~it ~~innovative~~to ~~products~~find ~~and core technology~~suitable ~~for~~replacements ~~wireless~~on ~~networked~~a ~~audio~~timely ~~components~~basis, ~~and~~on ~~devices.~~competitive ~~Since~~terms, ~~August~~or ~~2019,~~at Mrall. ~~Caballero~~Corvex ~~has~~may ~~served~~in asthe afuture ~~member~~be ofsubject ~~the~~to ~~board~~allegations ofthat ~~directors~~employees it ofhires ~~Resonant~~have ~~Inc.~~been ~~(Nasdaq:~~improperly ~~RESN)~~solicited, aor ~~company~~ that isthey ~~working~~have todivulged ~~transform~~proprietary ~~the~~or ~~way~~other ~~radio~~confidential ~~frequency,~~information or ~~RF,~~that ~~front-ends~~their ~~are~~former ~~being designed~~employers ~~and~~own ~~delivered~~such ~~for mobile handset and wireless devices. Mr. Caballero received a Bachelor~~employees’s ~~degree~~inventions inor ~~Electrical~~other ~~Engineering from~~work ~~École Polytechnique de Montréal~~product, aor ~~Master~~that inthey ~~Electrical~~have ~~Engineering~~been ~~from~~hired ~~New Mexico State University and an Honorary Doctorate from École Polytechnique de Montréal. We believe Mr. Caballero is qualified to serve on our board of directors based on his extensive experience~~ in ~~the~~violation ~~technology industry, and his technical expertise gained from working with wireless technologies and commercializing products for one~~ of ~~the~~non-compete ~~world’s~~provisions ~~largest~~or ~~technology companies~~non-solicitation provisions.

~~Brian~~In ~~Cullinan~~addition, ~~has~~job ~~served~~candidates and asexisting aemployees ~~director~~often ofconsider the ~~Company since~~value ~~August~~of ~~2020.~~the ~~Mr.~~equity ~~Cullinan~~awards ~~was~~and aother ~~partner~~compensation atthey ~~PricewaterhouseCoopers~~receive ~~LLP~~in ~~(“PwC”)~~connection ~~from~~with ~~July~~their ~~1997 through June 2020~~employment. ~~While~~If atthe ~~PwC,~~perceived ~~Mr.~~value ~~Cullinan~~of ~~served~~Corvex’s ascompensatory apackage ~~Senior~~declines ~~Relationship~~or ~~and~~is ~~Global~~subject ~~Engagement~~to ~~Partner~~significant ~~with~~value ~~responsibility~~fluctuations, ~~for~~it ~~numerous~~may ~~PwC~~adversely ~~Fortune~~affect ~~500~~its ~~clients.~~ability Into ~~addition,~~attract heand ~~served~~retain onhighly ~~PwC’s~~skilled Uemployees.S. ~~Board~~Corvex ofmay ~~Partners~~also &change ~~Principals~~the ~~from~~composition ~~2010~~of its compensation package to ~~2018~~employees, including ~~two~~ ~~terms~~the asamount ~~Lead~~or ~~Director~~ratio ~~from~~of ~~2012~~cash toand ~~2016.~~equity Mrcompensation. ~~Cullinan~~Any ~~simultaneously~~increases ~~served~~to asthe aamount ~~member~~ of ~~PwC’s~~cash ~~Global~~compensation ~~Board~~will ~~from~~increase ~~2013~~its tocash ~~2017~~expenditures, ~~and~~which asmay ~~Managing~~impact ~~Partner~~its –business, ~~Southwest~~operating ~~Region~~results, ~~from~~financial ~~2011~~condition, toand ~~2017~~prospects. ~~Mr.~~Further, ~~Cullinan~~Corvex’s competitors ~~has~~may ~~served~~be successful in ~~numerous~~recruiting and hiring members of its management team or other ~~leadership roles~~key ~~during~~employees ~~his~~as ~~career~~well atas ~~PwC~~directors, ~~including~~and it ~~West~~may ~~Region~~be ~~Assurance~~difficult ~~Leader~~for ~~from~~it ~~2009~~ to ~~2012~~find ~~and~~suitable ~~U.S.~~replacements ~~Entertainment,~~on ~~Media~~a &timely ~~Communications Assurance~~basis, ~~Leader~~on ~~from~~competitive ~~2007~~terms, toor ~~2009~~at all. HeIn ~~received~~recent ayears, ~~Bachelor~~the increased availability of ~~Arts~~hybrid ~~from~~or ~~Cornell~~remote ~~University~~working ~~and~~arrangements ahas ~~Master~~expanded the pool of ~~Science~~companies inthat ~~Financial Accounting~~can ~~from~~compete ~~Northeastern~~for ~~University.~~its Weemployees ~~believe~~and Mremployment candidates. ~~Cullinan~~Corvex ishas ~~qualified~~entered tointo ~~serve~~offer onletters ~~our~~with ~~board~~certain of ~~directors~~its ~~based~~key employees, however these agreements are on ~~his~~an “at-will” ~~extensive~~basis, ~~knowledge~~meaning ~~of,~~they are able to terminate their employment with it at any time and ~~experience~~it ~~in,~~does ~~the~~not ~~application~~have employment agreements with all of its ~~accounting~~key ~~principles~~employees. If Corvex fails to attract new personnel or fails to retain and ~~the~~motivate ~~financial~~its ~~reporting~~current ~~process~~personnel, asits ~~well as~~business ~~his~~and ~~extensive~~future growth ~~executive~~prospects ~~leadership~~would ~~and~~be ~~management~~severely ~~experience~~harmed.

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

~~Our~~Corvex ~~board~~believes ~~of directors has determined~~ that ~~Rubén~~its ~~Caballero,~~corporate ~~Brian~~culture ~~Cullinan~~has been, and ~~Emily~~will ~~Fairbairn~~continue ~~are~~to ~~“independent~~be, ~~directors”~~a askey ~~such~~contributor ~~term~~to isits ~~defined by Nasdaq Marketplace Rule 5605(a)(2)~~success. ~~We have~~ ~~established~~If anCorvex ~~Audit~~does ~~Committee,~~not acontinue ~~Compensation~~to ~~Committee~~maintain ~~and~~its acorporate ~~Corporate~~culture, which ~~Governance~~includes ~~and~~its ~~Nominating~~focus ~~Committee. Each of~~on ~~Mr.~~its ~~Caballero~~customers, ~~Mr. Cullinan, and Ms. Fairbairn serve~~ as ~~members~~it ofgrows ~~the~~and ~~Audit Committee~~evolves, ~~Compensation~~including ~~Committee~~as ~~and~~it ~~Corporate Governance~~continues ~~and~~to ~~Nominating~~grow ~~Committee.~~in ~~Our~~headcount, ~~board~~it ofcould ~~directors~~harm ~~has determined that Mr. Cullinan is an audit committee financial expert,~~its asability ~~defined~~to ~~under~~foster the ~~applicable~~drive, ~~rules~~innovation, ofinclusion, ~~the SEC~~creativity, and teamwork that ~~all~~it ~~members~~believes ofis ~~the~~important ~~Audit~~to ~~Committee~~support ~~are~~its ~~“independent”~~growth. ~~within~~As ~~the~~Corvex ~~meaning~~implements ofmore ~~the~~complex ~~applicable~~organizational ~~Nasdaq~~structures, ~~listing~~it ~~standards~~may ~~and~~find ~~the~~it ~~independence~~increasingly ~~standards~~difficult ofto ~~Rule~~maintain ~~10A-3 of~~ the ~~Exchange~~beneficial ~~Act.~~aspects ~~Each~~ of ~~the~~its ~~members~~corporate ofculture, ~~the~~which ~~Audit~~could ~~Committee~~negatively ~~meets~~impact ~~the~~its ~~requirements~~future ~~for financial literacy under the applicable rules and regulations of the SEC and Nasdaq~~success.

~~Staggered~~Risks ~~Board~~Related to Corvex’s Intellectual Property

InFailure ~~accordance~~to ~~with~~obtain, ~~the~~maintain, ~~terms~~protect, ~~of our Certificate of Incorporation~~or ~~and~~enforce ~~Bylaws,~~Corvex’s ~~our~~intellectual ~~board~~property ~~of directors is divided into three staggered classes of directors~~ and ~~each~~proprietary ~~director~~rights iscould ~~assigned~~enable toothers ~~one of the three classes. At each annual meeting of the stockholders, a class of directors is elected for a three-year term~~ to ~~succeed the~~copy ~~directors~~or ofuse ~~the~~aspects ~~same class whose terms are then expiring. The terms~~ of ~~the~~its ~~directors~~platform ~~will expire upon the election and qualification~~without ofcompensating ~~successor~~it, ~~directors~~which atcould ~~the~~harm ~~annual~~its ~~meeting~~brand, ofbusiness, ~~stockholders~~operating toresults, befinancial ~~held during the years 2021 for Class I directors~~condition, ~~2022 for Class II directors~~ and ~~2023 for Class III directors~~prospects.

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

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

[●] its intellectual property rights will provide competitive advantages to it;

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

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

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

[●] it has sufficient intellectual property rights to protect its solutions and services or its business.

Our Certificate of Incorporation and Bylaws provide that the number of directors shall be fixed from time to time by a resolution of the majority of our board of directors.

The division of our board of directors into three classes with staggered three-year terms may delay or discourage efforts to effect a change of our management or a change in control.

~~EXECUTIVE~~Corvex customarily enters into ~~AND~~confidentiality ~~DIRECTOR~~or ~~COMPENSATION~~license agreements with its employees, consultants, vendors, and customers, and makes significant efforts to limit access to and distribution of its proprietary information. However, such agreements may not be enforceable in full or in part in all jurisdictions and any breach could negatively affect Corvex’s business and its remedy for such breach may be limited. The contractual provisions that Corvex enters into may not prevent unauthorized use or disclosure of its proprietary technology or intellectual property rights and may not provide an adequate remedy in the event of unauthorized use or disclosure of its proprietary technology or intellectual property rights. Lastly, the measures Corvex employs to limit the access and distribution of its proprietary information may not prevent unauthorized use or disclosure of its proprietary technology or intellectual property. As such, Corvex cannot guarantee that the steps taken by it will prevent infringement, violation, or misappropriation of its technology.

~~Our~~Corvex pursues the registration ~~compensation~~of ~~philosophy~~its istrademarks, toservice ~~offer~~marks, ~~our~~patents, ~~executive~~and ~~officers~~domain ~~compensation~~names where applicable in the United States and ~~benefits~~in ~~that~~certain foreign jurisdictions. These processes are ~~competitive~~expensive and ~~meet~~may ~~our~~not ~~goals~~be ofsuccessful in all jurisdictions or for every such application, and Corvex may not pursue ~~attracting~~such protections in all jurisdictions that may be relevant, ~~retaining~~for all its goods or services or in every class of goods and ~~motivating~~services ~~highly~~in which ~~skilled~~it ~~management~~operates. As such, ~~which~~policing unauthorized use of its technology or platform is ~~necessary~~difficult. Additionally, Corvex may not be able to ~~achieve~~obtain, ~~our~~maintain, ~~financial~~protect, ~~and~~exploit, ~~strategic~~defend, ~~objectives~~or enforce its intellectual property rights in every foreign jurisdiction in which it may operate. For example, effective trade secret protection may not be available in every country in which Corvex’s service is available or where it may have employees or independent contractors. Corvex currently owns no patents and ~~create~~thus ~~long-term~~relies ~~value~~on trade secret protection for ~~our~~its ~~stockholders~~proprietary technology. WeThe ~~believe~~loss ~~the~~of ~~levels~~trade ofsecret ~~compensation~~protection wecould ~~provide~~make ~~should~~it beeasier ~~competitive,~~for ~~reasonable~~third parties to compete with Corvex’s platform by copying functionality and ~~appropriate~~trade ~~for~~secret ~~our~~protection ~~business~~does ~~needs~~not ~~and~~prevent ~~circumstances~~third ~~and~~parties ~~our~~from ~~board~~independently developing similar technology. Any changes in, or unexpected interpretations of, ~~directors~~the ~~uses~~trade ~~benchmark~~secret ~~compensation~~and ~~studies~~employment laws in ~~determining~~any country in which Corvex ~~compensation~~may ~~elements~~operate may compromise its ability to enforce its trade secret and ~~levels~~intellectual property rights. ~~The~~In ~~principal~~addition, ~~elements~~Corvex believes that the protection of ~~our~~its ~~executive~~trademark ~~compensation~~rights ~~program~~is ~~have~~an toimportant ~~date~~factor ~~included~~in ~~base~~product ~~salary~~recognition, ~~annual~~ ~~bonus~~protecting ~~opportunity~~its brand and ~~long-term~~maintaining ~~equity~~goodwill ~~compensation~~and if it does not adequately protect its rights in ~~the~~trademarks ~~form~~from ofinfringement, ~~stock~~any ~~options.~~goodwill Wethat ~~believe~~it ~~successful~~has ~~long-term~~developed ~~Company~~in those trademarks ~~performance~~could isbe ~~more~~lost ~~critical~~or toimpaired, ~~enhancing~~which ~~stockholder~~could ~~value~~harm ~~than~~its ~~short-term~~brand ~~results~~and its business. ~~For~~The ~~this~~legal ~~reason~~systems of certain countries do not favor the enforcement of trademarks, trade secrets, and toother ~~conserve~~intellectual ~~cash~~property and ~~better~~ ~~align~~proprietary protection, which could make it difficult for it to stop the ~~interests~~infringement, misappropriation, dilution, or other violation of ~~management~~its ~~and~~intellectual ~~our~~property ~~stockholders~~or marketing of competing platforms, wesolutions, or ~~emphasize~~services ~~long-term~~in ~~performance-based~~violation ~~equity~~of ~~compensation~~its ~~over~~intellectual property rights generally. Any changes in, or unexpected interpretations of, intellectual ~~base~~property ~~annual~~laws ~~salaries~~may compromise its ability to enforce its intellectual property rights. If Corvex fails to maintain, protect and enhance its intellectual property rights, its business, operating results, financial condition, and prospects may be harmed.

~~The~~In addition, defending Corvex’s ~~following~~intellectual ~~table~~property ~~sets~~rights ~~forth~~through ~~information~~litigation ~~concerning~~might ~~the~~entail ~~compensation~~significant ~~earned~~expense. bySuch ~~our~~litigation ~~Chief~~could ~~Executive~~result ~~Officer~~in substantial costs and diversion ~~our~~of ~~two~~resources ~~most~~and ~~highly~~could negatively affect Corvex’s business, operating results, financial condition, and prospects. If ~~compensated~~Corvex ~~executive~~is ~~officers~~unable ~~other~~to ~~than~~protect ~~the~~its ~~individual~~proprietary ~~who~~rights, ~~served~~it ascould ~~our~~find ~~Chief~~itself ~~Executive~~at ~~Officer~~a ~~during~~competitive ~~2020~~disadvantage ~~(collectively~~to others who need not incur the additional expense, time, and effort required to create its platform and other innovative offerings that have enabled it to be successful ~~the~~to ~~“named~~date. ~~executive~~Moreover, ~~officers”)~~Corvex may need to expend additional resources to defend its intellectual property rights in foreign countries, and its ~~2019:~~inability to do so could impair its business or adversely affect its international expansion.

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

Name & Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($) (1)		Option Awards ($) (2)		All Other Compensation ($)		Total ($)
Michael Leabman	2020		275,000		-		-		-		-		275,000
Chief Executive Officer	2019		150,192		-		-		118,800		-		268,992
Phil Kelly	2020		250,000		-		-		-		-		250,000
Chief Technology Officer and VP of Engineering	2019		256,731		-		-		136,000		-		392,731
J. Cogan	2020		250,000		-		75,600		14,539		-		340,139
Chief Financial Officer	2019(3)		168,269		-		-		100,100		-		268,369

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

(1) The amounts shown in this column indicate the grant date fair value of stock awards granted in the subject year computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

(2) The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating these amounts, see notes 7 and 9 to our audited financial statements included herein.

(3) Represents a partial year of employment. Mr. Cogan joined us in May 2019.

~~Outstanding~~Companies ~~Equity~~in ~~Awards~~the atcloud ~~2020~~infrastructure and ~~Fiscal~~technology ~~Year~~industries, including some of Corvex’s current and potential competitors, may own large numbers of patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, patent holding companies, non-~~End~~practicing entities, and other adverse patent owners that are not deterred by Corvex’s existing intellectual property protections may seek to assert patent claims against it. From time to time, third parties have invited Corvex to license their patents and may, in the future, assert patent, copyright, trademark, or other intellectual property rights against it, its third-party partners, or its customers. Corvex may in the future receive notices that claim it has misappropriated, misused, or infringed other parties’ intellectual property rights, and, to the extent it gains greater market visibility, it faces a higher risk of being the subject of intellectual property infringement claims.

~~The~~There ~~following~~may ~~table~~be ~~provides~~third-party ~~information~~intellectual property ~~regarding~~rights ~~equity~~that cover significant aspects of Corvex’s technologies or business methods and assets. In the event that Corvex ~~awards~~engages ~~held~~software engineers or other personnel who were previously engaged by competitors or other third parties, it may be subject to claims that those personnel inadvertently or deliberately incorporate proprietary technology of third parties into its platform or have improperly used or disclosed trade secrets or other proprietary information. Corvex may also in the ~~named~~future ~~executive~~be ~~officers~~subject to claims by its third-party partners, employees, or contractors asserting an ownership right in its intellectual property as a result of ~~December~~the 31work they performed on its behalf. In addition, ~~2020~~Corvex may lose valuable intellectual property rights or personnel. A loss of key personnel or Corvex’s work product could hamper or prevent its ability to develop, market, and support potential offerings and platform enhancements, which could severely harm its business.

	Option Awards								Stock Awards
Name & Position	Vesting Commence- ment Date	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Option Exercise Price ($)		Option Expiration Date	Number of Shares of Stock That Have Not Vested (#)		Market Value of Stock That Have Not Vested ($)(2)
Michael Leabman	11/18/19		146,250		393,750		0.38	11/18/29		-		-
Chief Executive Officer
Phil Kelly	03/12/18				37,500		0.68	06/20/28		13,167		7,110
Chief Technology Officer and VP of Engineering	11/18/19		-		86,000		0.38	11/18/29
J. Cogan	12/07/20		-		80,000		2.00	12/07/30		274,896		148,444
Chief Financial Officer

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

~~(1)~~Corvex ~~Options~~licenses ~~vest~~technology ~~and~~from ~~become~~third ~~exercisable~~parties for ~~in equal monthly instalments through~~ the ~~four~~development ~~year anniversary~~ of ~~the~~its ~~vesting~~solutions, ~~commencement~~and ~~date~~its ~~years,~~inability ~~subject~~ to ~~the~~maintain ~~named~~those ~~executive~~licenses ~~officer’s~~could ~~continued~~harm ~~employment~~its ~~with us on each applicable vesting date~~business.

~~(2)~~Corvex ~~The~~currently ~~market~~incorporates, and ~~value~~will ofin ~~unvested~~the ~~stock~~future ~~awards~~incorporate, technology that it licenses from third parties, including software, into its offerings. If Corvex is ~~based~~unable to continue to use or license these technologies on reasonable terms, or maintain the ~~fair~~requirements of its inbound license agreements, or if these technologies become unreliable, unavailable, or fail to operate properly, it may not be able to secure adequate alternatives in a timely manner or at all, and its ability to offer its solutions and remain competitive in its market ~~value~~would be harmed. Further, licensing technologies from third parties exposes Corvex to increased risk of ~~our~~being ~~common~~the ~~stock~~subject of intellectual property infringement and vulnerabilities due to, among other things, its lower level of visibility into the development process with respect to such technology and the care taken to safeguard against risks. Corvex cannot be certain that its licensors do not or will not infringe on ~~December~~the 31intellectual property rights of third parties or that its licensors have or will have sufficient rights to the licensed intellectual property in all jurisdictions in which it may sell its platform. Some of Corvex’s agreements with its licensors may be terminated by them for convenience, ~~2020~~or otherwise ~~($0~~provide for a limited term.~~54)~~ In addition, licensors may discontinue features or cease providing support or updates, and Corvex may be unable to obtain needed support or maintenance. If access to licensed technology is discontinued or needed support becomes unavailable, Corvex could experience delays, outages, or reduced performance and may be unable to meet its own customer service obligations, which could result in credits, penalties, refunds, or termination rights under its customer contracts. If Corvex is unable to continue to license technology because of intellectual property infringement claims brought by third parties against its licensors or against it, or if it is unable to continue its license agreements or enter into new licenses on commercially reasonable terms, its ability to develop and sell its platform containing or dependent on that technology would be limited, and its business, including its financial condition, cash flows, and operating results could be harmed.

Employment Agreements and Change of Control Arrangements

Employment Agreements

The following is a summary of the employment arrangements with our executive officers as currently in effect.

Michael Leabman, Chief Executive Officer, President and currently a director of the Company, purchased 400,000 shares of common stock, effective as of January 30, 2018 pursuant to a Restricted Stock Purchase Agreement. Such shares are subject to vesting over four years based on continued services to the Company and vesting is subject to acceleration upon a change of control transaction and, under certain circumstances, termination of services to the Company. The Company entered into an “at-will” amended and restated offer letter with no fixed term with Mr. Leabman, effective November 29, 2019 (the “Leabman Offer Letter”). Under the Leabman Offer Letter: (1) Mr. Leabman received an initial base salary of $250,000, which was adjusted to $300,000 in July 2020, and is eligible to receive target performance bonuses equal to 100% of base salary (or any other amount approved by the Board), and (2) Mr. Leabman was awarded stock options to acquire 540,000 shares of common stock, one fourth of which options vested on the November 18, 2020, and the balance of which such options vest in 36 equal monthly installments thereafter. The Leabman Offer Letter provides that if there occurs a Change in Control (as defined in the Omnibus Incentive Plan) and in the period prior to and in connection with or in anticipation of such Change in Control and ending on the one-year anniversary of the consummation of such Change in Control, Mr. Leabman is terminated by the Company other than for Cause, 100% of any such options that remain unvested will immediately vest. “Cause” includes, among other items, Mr. Leabman’s conviction of a felony involving fraud, misappropriation, embezzlement or dishonesty in conjunction with his duties to Company or repeated willful failure to perform his job duties as defined by the Board or uncured material breach of the Leabman Offer Letter or Mr. Leabman’s confidential information and inventions assignment agreement with the Company. Mr. Leabman is also entitled to participate in the Company’s regular health insurance and other employee benefit plans established by the Company for its employees from time to time.

~~The~~Additionally, ~~Company~~if ~~has~~Corvex ~~entered~~is unable ~~into~~to anlicense ~~offer~~technology ~~letter~~from ~~with~~third ~~Phil Kelly~~parties, ~~the Company’s~~it ~~Vice~~may ~~President~~be ~~and~~forced ~~Chief~~to ~~Technology~~acquire ~~Officer~~or develop alternative technology, onwhich ~~similar~~it ~~terms~~may be unable to ~~the~~do ~~agreement~~in ~~entered~~a ~~with~~commercially ~~Michael~~feasible ~~Leabman.~~manner, ~~Pursuant to~~or ~~his~~at ~~offer~~all, ~~letter~~and ~~Mr.~~may ~~Kelly~~require ~~(1)~~it isto ~~being~~use ~~paid~~alternative atechnology ~~base~~of ~~salary~~lower ofquality ~~$250,000,~~or ~~(2)~~performance standards. isThis ~~entitled~~could tolimit aor ~~target~~delay ~~performance~~Corvex’s ~~bonus~~ability ~~equal~~ to ~~50%~~offer ofnew ~~base~~or ~~salary~~competitive ~~(or~~offerings ~~any~~and ~~other~~increase ~~amount~~its ~~approved~~costs. byThird-party software ~~the~~Corvex ~~Board)~~relies ~~and~~on ~~(3)~~may ~~was~~be ~~awarded~~updated ~~stock~~infrequently, ~~options~~unsupported, or subject to ~~acquire~~vulnerabilities ~~256,000~~that ~~shares~~may ~~of common~~not ~~stock.~~be ~~Mr.~~resolved ~~Kelly’s~~in ~~Offer~~a ~~Letter~~timely manner, ~~provides~~any ~~for~~of ~~the~~which ~~acceleration~~may ofexpose ~~his~~its ~~stock~~solutions ~~options~~to invulnerabilities. ~~connection~~Any ~~with~~impairment aof ~~Change~~the technologies or of ~~Control~~ onCorvex’s ~~identical~~relationship with ~~terms~~these asthird ~~those~~parties ~~described~~could inharm ~~the~~its ~~description~~business, ofoperating ~~Mr.~~results, ~~Leabman’s~~financial ~~offer~~condition, ~~letter~~and ~~above~~prospects.

~~The~~Some ~~Company~~of ~~has entered into an offer letter with J. Cogan, the Company~~Corvex’s ~~Chief~~technology ~~Financial Officer on similar terms to the agreement entered with Michael Leabman. Pursuant to his offer letter~~incorporates ~~Mr.~~“open-source” ~~Cogan (1) is being paid a base salary of $250~~software,~~000,~~ ~~(2)~~and isfailure ~~entitled~~ to acomply ~~target~~with ~~performance bonus equal to 75% of base salary (or any other amount approved by~~ the ~~Board)~~terms ~~and (3) was awarded stock options to acquire 455,000 shares~~ of ~~common stock. Mr. Cogan’s Offer Letter provides for~~ the ~~acceleration~~underlying ofopen-source ~~his~~software ~~stock~~licenses ~~options~~could ~~in connection with a Change of Control on identical terms as those~~adversely ~~described~~affect inits ~~the~~business, ~~description~~results of ~~Mr.~~operations, ~~Leabman’s~~financial ~~offer~~condition, ~~letter~~and ~~above~~prospects.

~~The~~Corvex ~~Company~~uses ~~has~~open-source ~~entered into an offer letter with John Mastrototaro,~~software ~~who~~in isits ~~currently~~solutions aand ~~director~~services ~~of the Company~~ and ~~has~~may ~~agreed~~continue to ~~become~~use ~~President~~open-source ~~and~~software ~~CEO~~in nothe ~~later~~future. ~~than~~Certain ~~April~~open-source 1,licenses ~~2021,~~contain ~~on similar~~requirements ~~terms~~that toCorvex ~~the~~make ~~agreement~~available ~~entered~~source ~~with~~code ~~Michael~~for ~~Leabman.~~modifications ~~Pursuant~~or toderivative ~~his~~works ~~offer~~it ~~letter Mr~~creates. ~~Mastrototaro~~If ~~(1)~~Corvex iscombines ~~will~~its beproprietary ~~paid a base~~software ~~salary~~with ofopen-source ~~$[●],~~software ~~(2)~~in ~~will~~a ~~entitled~~certain tomanner, ait ~~target~~could, ~~performance~~under ~~bonus~~certain ~~equal~~open-source tolicenses, ~~[●]%~~be ofrequired ~~base~~to ~~salary~~release ~~(or~~the ~~any~~source ~~other~~code ~~amount~~of ~~approved~~its byproprietary software to the ~~Board)~~public ~~and~~on ~~(3)~~unfavorable ~~was~~terms ~~awarded~~or ~~stock~~at ~~options~~no tocost. ~~acquire~~Any ~~[●]~~actual ~~shares~~or ofclaimed ~~common~~requirement ~~stock.~~to ~~Mr.~~disclose ~~Mastrototaro~~Corvex’s ~~Offer~~proprietary ~~Letter~~source ~~provides~~code ~~for~~or ~~the~~pay ~~acceleration~~damages for breach of ~~his~~contract ~~stock~~may ~~options~~allow inits ~~connection~~competitors ~~with~~to acreate ~~Change~~similar ofproducts ~~Control~~with onlower ~~identical~~development effort ~~terms~~and astime ~~those described~~and, inultimately, ~~the~~could ~~description~~result ofin ~~Mr.~~a ~~Leabman’s~~loss ~~offer~~of ~~letter~~sales ~~above~~for it.

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

~~Each~~On ofoccasion, ~~our~~companies ~~non~~that use open-~~employee~~source ~~directors~~software ~~other~~have ~~than~~faced ~~Ms.~~claims ~~Fairbairn~~challenging ~~received stock~~their ~~option~~use ~~grants~~of ~~upon~~open-source ~~their~~software ~~appointment~~or tocompliance ~~the~~with ~~Board~~open-source ~~and~~license Msterms. There ~~Fairbairn~~is ~~received~~evolving anlegal ~~option~~precedent ~~grant~~for ininterpreting ~~September~~the ~~2020.~~terms ~~The~~of ~~options granted~~certain open-source licenses, including the determination of which works are subject to ~~vesting~~the ~~with~~terms ~~1/48th~~of such licenses. The terms of ~~the~~many ~~shares~~open-source ~~vesting~~licenses ~~for~~have ~~each~~not ~~month~~been ofinterpreted ~~continuous~~by ~~service~~U.S. ~~In [●]~~courts, ~~2021,~~and ~~we adopted~~there is a ~~non-employee~~risk ~~director~~that ~~compensation~~these ~~policy~~licenses ~~that~~could ~~will~~be ~~become~~construed ~~effective~~in ~~upon~~ways ~~the~~that ~~closing~~could ofimpose ~~this~~unanticipated ~~offering~~conditions ~~pursuant~~or restrictions on Corvex’s ability to ~~which~~commercialize ~~our~~any offerings incorporating such software. Moreover, Corvex cannot ensure that its processes for controlling ~~non~~its use of open-~~employee~~source ~~directors~~software in its platform will ~~receive~~be aeffective. ~~$50~~From time to time,~~000~~ ~~annual~~Corvex ~~cash~~may ~~retainer~~face ~~plus~~claims ~~the~~from ~~following~~third ~~additional~~parties ~~annual~~asserting ownership ~~cash~~of, ~~fees:~~or ~~Chair~~demanding release of, the open-source software or derivative works that it developed using such software (which could ~~Board,~~include ~~$25~~its proprietary source code),~~000,~~ ~~Chair~~or otherwise seeking to enforce the terms of the ~~Audit~~applicable ~~Committee~~open-source license. These claims, regardless ~~$20~~of validity,~~000~~ ~~and~~could ~~Chair~~result ofin ~~the~~time ~~Compensation~~consuming ~~Committee~~and costly litigation, ~~$10~~divert management’s time and attention away from developing the business,~~000.~~ ~~Beginning~~expose init ~~2022~~to customer indemnity claims, weor ~~expect~~ force it to ~~begin~~disclose source code. Litigation could be costly for it to ~~pay~~defend, result in ~~addition,~~paying ~~$100~~damages,~~000~~ ofentering ~~annual~~into ~~equity~~unfavorable ~~compensation~~licenses, tohave ~~each~~a ~~non-employee~~negative ~~director~~effect ~~who~~on isCorvex’s ~~not~~business, ~~Chair~~operating results. offinancial ~~the Board~~condition, and ~~$175~~prospects,~~000~~ ofor ~~annual~~cause ~~equity~~delays ~~compensation~~by requiring it to ~~the~~devote ~~non-employee~~additional ~~Chair~~research ofand ~~the~~development ~~Board~~resources to change its solution.

The following table provides information regarding compensation paid to our non-employee directors during the fiscal year ended December 31, 2020.

Name	Fees earned or paid in cash ($)		Stock Awards ($)		Option Awards ($) (1)		All Other Compen- sation ($)		Total ($)
Ruben Caballero		-		-		-		-		-
Brian Cullinan		-		-		65,547		-		65,547
Emily Wang Fairbairn		-		-		158,364		-		158,364
John Mastrototaro		-		-		114,600		-		114,600

(1) The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating these amounts, see note 9 to our audited financial statements included herein. The following table shows the number of shares subject to outstanding option awards held by each non-employee director as of December 31, 2020:

Name	Shares Subject to Outstanding Stock Option Awards (#)		Unvested Shares of Restricted Stock, Restricted Stock Units and Deferred Stock Units (#)
Ruben Caballero		540,000		-
Brian Cullinan		-		183,334
Emily Wang Fairbairn		-		385,417
John Mastrototaro		350,000		-

~~CERTAIN RELATIONSHIPS~~Risks ~~AND~~Related ~~RELATED~~to ~~PARTY~~Legal ~~TRANSACTIONS~~and Regulatory Matters of Corvex

~~Other~~Corvex ~~than~~is ~~compensation~~subject ~~agreements~~to laws and ~~other arrangements~~regulations, ~~which~~including ~~are~~governmental ~~described~~export ~~as required by applicable SEC rules under the heading “Executive~~ and ~~Director~~import ~~Compensation” above~~controls, ~~there~~ ~~has not been~~sanctions, and ~~there~~anti-corruption ~~is not currently proposed~~laws, ~~any~~that ~~transaction~~could orimpair ~~series~~its ofability ~~similar transactions~~ to ~~which~~compete wein ~~were or~~its ~~will~~markets beand asubject ~~party~~it into ~~which~~liability ~~the~~if ~~amount~~it ~~involved~~is ~~exceeded~~not ~~or will exceed $120,000~~ in ~~which~~full ~~any~~compliance ~~director,~~with ~~executive~~applicable ~~officer, holder of five percent or more of any class of our capital stock or any member of their immediate families had or will have a direct or indirect material interest except as described below~~laws.

~~Michael~~Corvex is subject to laws and ~~Leabman~~regulations, ~~purchased~~including ~~400~~governmental export and import controls,~~000~~ ~~shares~~that could subject it to liability or impair its ability to compete in its markets. Corvex’s platform and related technology are subject to U.S. export controls, including the U.S. Department of ~~common~~Commerce’s Export ~~stock~~

Filing Compare · Corvex, Inc.