Quarterly Report for Quarter Ending JUNE 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

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

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

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our limited operating history and our ability to achieve profitability;

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our need for and ability to obtain additional capital in the future;

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our expectations regarding the adoption and development of artificial intelligence ("AI");

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our plans to expand our current offerings, customer base, data center capacity, sales infrastructure, or market;

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headcount and facilities expansion plans and expectations;

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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;

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

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

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any disruption in our strategic relationships;

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

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

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our ability to attract and retain highly qualified personnel;

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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;

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the impact of macroeconomic and geopolitical conditions;

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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;

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

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

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our ability to stay in compliance with laws and regulations that currently apply or may become applicable to our business;

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

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our ability to implement and maintain effective control over financial reporting and disclosure controls and procedures as well as our ability to remediate deficiencies identified with respect to our internal control environment; and

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

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

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

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

Overview

On March 19, 2026, Corvex, Inc. (formerly known as Movano Inc.) (the "Company"), acquired Corvex Legacy Holdings, Inc. (formerly known as Corvex, Inc.) ("Corvex OpCo"), in accordance with the terms of the Amended and Restated Agreement and Plan of Merger, dated March 19, 2026 (the "Merger Agreement"), by and among the Company, Thor Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), and Corvex OpCo. Pursuant to the Merger Agreement, Merger Sub merged with and into Corvex OpCo, with Corvex OpCo surviving as a wholly owned subsidiary of the Company (the "Merger"). The Merger Agreement amended and restated the prior merger agreement entered into on November 6, 2025. Concurrent with the Merger, the Company changed its name to Corvex, Inc., effective March 23, 2026. As a result of this transaction, Corvex OpCo became a wholly owned subsidiary of the Company. This transaction represented a significant change in the Company's business and strategy.

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

Corvex is an AI cloud computing business specializing in GPU-accelerated infrastructure for AI workloads. Our AI cloud computing business is an engineering-led platform focused on providing secure, scalable, and cost-efficient GPU-accelerated infrastructure for AI workloads, supported by GPU-accelerated compute clusters, high-throughput storage systems, and a layered architecture intended to enhance security and deliver consistent performance and efficiency at scale. Our AI cloud computing offerings include AI Factories and GPU Clusters, confidential computing (including our patent-pending Corvex Secure Model Weights product), and Token Factory (currently in development), which is expected to provide access to premium open-source AI models via API integration and a performance-optimized inference engine on automatically scaling infrastructure.

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

Recent Developments

Sale of Legacy Assets

As previously disclosed, on August 6, 2025, the Company entered into a Loan Agreement and Promissory Note (as later amended, the "Loan Agreement") with Evie Holdings, LLC (the "Lender"), pursuant to which the Company obtained $1,500,000 in bridge financing (the "Bridge Loan"). On June 30, 2026, the Company completed the transfer of the legacy healthcare assets to the Lender in full satisfaction of its outstanding debt and obligations under the Bridge Loan.

Our Business

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

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

We provide a range of capabilities, including:

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

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

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Token Factory. Currently in development, Token Factory is expected to provide access to premium open-source AI models through simplified API integration and a performance-optimized inference engine operating on automatically scaling infrastructure. The platform is designed to improve performance and reduce per-token inference costs relative to certain alternatives by leveraging a proprietary inference engine and custom orchestration logic intended to maximize compute resource utilization when serving multiple models concurrently. We intend for Token Factory to achieve SOC 2 Type II certification and to support HIPAA-compliant deployments.

Key Factors Impacting the Comparability of Results

The historical results of operations for the periods presented may not be comparable, either to each other or to our future results of operations, for the reasons described below:

Sale of Legacy Assets

Prior to the closing of the Merger, the Company operated a consumer wearable health technology business centered on the wellness ring (formerly referred to as the Evie Ring) and related connected devices and services (the "Legacy Business"). The Legacy Business represented substantially all of the Company's historical commercial operations prior to the Merger, including the development and commercialization of the wellness ring, proprietary radio frequency technologies, and related cuffless blood pressure and noninvasive glucose monitoring development programs.

In connection with the Third Amendment to the Loan Agreement and Promissory Note with Evie Holdings, LLC (the "Lender"), dated March 19, 2026 (the "Third Amendment"), the Company agreed to transfer all assets of the Legacy Business to the Lender in full satisfaction of the outstanding obligations under the Loan Agreement, including $1.5 million of principal, accrued and unpaid interest, and a $3.0 million repayment premium (the "Asset Transfer"). The Asset Transfer was consummated on June 30, 2026, and upon consummation, all indebtedness, liabilities, and obligations of the Company under the Loan Documents were deemed satisfied in full and all liens on the Company's assets were automatically released and terminated.

Management concluded that the disposal of the Legacy Business does not represent a strategic shift that has a major effect on the Company's operations and financial results.

Acquisition of Corvex OpCo

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

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

As a result, the results of operations for the six months ended June 30, 2026 include (i) the Company's legacy healthcare operations for the full period and (ii) the results of Corvex OpCo for the period from March 19, 2026 through June 30, 2026. Accordingly, the results for the current period are not directly comparable to prior periods.

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

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

Components of Results of Operations

Revenue

Revenue - AI Platform and services

Revenue associated with our AI Platform and services is generated through fixed-term contracts. AI Platform revenue is derived from these fixed-term contracts, where customers pay a fixed fee for reserved compute and storage capacity across our fleet of servers and contracted support services over the contract term, regardless of the level of utilization.

Revenue - Connected devices and services

The Company recognizes revenue from contracts with customers upon transfer of control of promised goods or services at the transaction price which reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services.

Operating Expenses

Cost of Revenue - AI Platform and services

Cost of revenue primarily consists of direct costs in operating high-performance computing equipment within leased data center space. Other costs included in this line are fees for bandwidth usage via fixed-capacity ISP contract, utilities including power, rent, labor costs and network access. The Company operates data centers and has co-location service agreements. These agreements generally commit the Company to pay monthly fees plus additional fees for bandwidth usage above the committed level.

Cost of revenue - Connected devices and services

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

Depreciation and Amortization

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

Technology and Infrastructure

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

Sales and Marketing

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

General and Administrative

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

Other (Expense) Income, Net

Other (expense) income, net relates primarily to interest income earned cash balances held in interest bearing bank accounts and the gain on disposal of assets represents the excess amount of carrying value of the Bridge Loan over the assets transferred to settle the Bridge Loan.

Income tax provision

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

Results of Operations

Three and six months ended June 30, 2026 and 2025

Our condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025, as discussed herein are presented below.

		Three Months Ended June 30,								Change
		2026				2025				$				%
REVENUE:
Revenue - AI Platform and services		$	3,801			$	-			$	3,801				NM
Revenue - Connected devices and services			-				103				(103	)			(100	)%
Total revenue			3,801				103				3,698				3590	%
COSTS AND EXPENSES:
Cost of revenue - AI Platform and services (exclusive of depreciation and amortization)(1)			2,108				-				2,108				NM
Cost of revenue - Connected devices and services (exclusive of depreciation and amortization)(2)			10				362				(352	)			(97	)%
Depreciation and amortization			2,676				-				2,676				NM
Technology and infrastructure(3)			1,366				1,401				(35	)			(2	)%
Sales and marketing(4)			740				-				740				NM
General and administrative(5)			12,117				1,600				10,517				657	%
Total costs and expenses			19,017				3,363				15,654				465	%
Loss from operations			(15,216	)			(3,260	)			(11,956	)			(367	)%
Gain on disposal of assets			2,501				-				2,501				NM
Other income (expense), net			(30	)			35				(65	)			(186	)%
Loss before income tax expense			(12,745	)			(3,225	)			(9,520	)			(295	)%
Income tax expense			(20	)			-				(20	)			NM
Net loss		$	(12,765	)		$	(3,225	)		$	(9,540	)			(296	)%

Amounts include stock-based compensation expense, as follows:
(1)Cost of revenue - AI Platform and services (exclusive of depreciation and amortization)		$	702			$	-			$	702				NM
(3)Technology and infrastructure			783				286				497				174	%
(4)Sales and marketing			302				-				302				NM
(5)General and administrative			7,601				494				7,107				1439	%

		Six Months Ended June 30,								Change
		2026				2025				$				%
REVENUE:
Revenue - AI Platform and services		$	4,277			$	-			$	4,277				NM
Revenue - Connected devices and services			35				309				(274	)			(89	)%
Total revenue			4,312				309				4,003				1295	%
COSTS AND EXPENSES:
Cost of revenue - AI Platform and services (exclusive of depreciation and amortization)(1)			2,356				-				2,356				NM
Cost of revenue - Connected devices and services (exclusive of depreciation and amortization)(2)			275				1,004				(729	)			(73	)%
Depreciation and amortization			3,003				-				3,003				NM
Technology and infrastructure(3)			2,188				3,784				(1,596	)			(42	)%
Sales and marketing(4)			1,041				-				1,041				NM
General and administrative(5)			15,512				4,019				11,493				286	%
Total costs and expenses			24,375				8,807				15,568				177	%
Loss from operations			(20,063	)			(8,498	)			(11,565	)			(136	)%
Gain on disposal of assets			2,501				-				2,501				NM
Other income (expense), net			(188	)			95				(283	)			(298	)%
Loss before income tax expense			(17,750	)			(8,403	)			(9,347	)			(111	)%
Income tax expense			(20	)			-				(20	)			NM
Net loss		$	(17,770	)		$	(8,403	)			(9,367	)			(111	)%

Amounts include stock-based compensation expense, as follows:
(1)Cost of revenue - AI Platform and services (exclusive of depreciation and amortization)		$	795			$	-			$	795				NM
(2)Cost of revenue - Connected devices and services (exclusive of depreciation and amortization)			1				1				-				-	%
(3)Technology and infrastructure			1,263				381				882				231	%
(4)Sales and marketing			342				-				342				NM
(5)General and administrative			9,165				697				8,468				1215	%

Revenue

Revenue totaled $3.8 million and $103 thousand for the three months ended June 30, 2026 and 2025, respectively. For the three months ended, revenue increased $3.7 million, primarily due to the acquisition of Corvex OpCo which reported $3.8 million in revenue. This was offset by a decrease of $103 thousand associated with the wind down of the Legacy Business.

For the six months ended June 30, 2026 and 2025, revenue totaled $4.3 million and $309 thousand, respectively. For the six months ended, revenue increased $4.0 million primarily due to the acquisition of Corvex OpCo which reported $4.3 million in revenue. This was offset by a decrease of $274 thousand associated with the wind down of the Legacy Business.

Cost of Revenue

Cost of revenue totaled $2.1 million and $362 thousand for the three months ended June 30, 2026 and 2025, respectively. For the three months ended, the increase is primarily due to the acquisition of Corvex OpCo and the $2.1 million in cost of revenue related to AI platform services. This was offset by the downsizing of the Legacy Business. Cost of revenue in the current period primarily relates to direct costs associated with the operation of Corvex's high-performance computing equipment within leased data center space, which includes costs such as rent, network access, utilities and power expenses and personnel costs, including stock-based compensation, Cost of revenue in the prior-year period reflects operations of the Legacy Business.

For the six months ended June 30, 2026 and 2025, cost of revenue totaled $2.6 million and $1.0 million, respectively. For the six months ended, the increase is primarily due to the acquisition of Corvex OpCo and the $2.4 million in cost of revenue related to AI platform services. This was offset by the downsizing of the Legacy Business.

Depreciation and Amortization

Depreciation and amortization totaled $2.7 million and $0 for the three months ended June 30, 2026 and 2025, respectively. For the three months ended, the increase is due primarily to the acquisition of Corvex OpCo, which reported $2.7 million in depreciation and amortization. Depreciation and amortization expense in the prior-year period reflects operations of the Legacy Business.

For the six months ended June 30, 2026 and 2025, depreciation and amortization totaled $3.0 million and $0, respectively. For the six months ended, the increase is due primarily to the acquisition of Corvex OpCo, which reported $3.0 million in depreciation and amortization. Depreciation and amortization expense in the prior-year period reflects operations of the Legacy Business.

Technology and Infrastructure

Technology and infrastructure expense totaled $1.4 million and $1.4 million for the three months ended June 30, 2026 and 2025, respectively.

For the six months ended June 30, 2026 and 2025, technology and infrastructure expense totaled $2.2 million and $3.8 million, respectively. For the six months ended, the change is primarily due to a $2.9 million decrease in research and development expense related to the Legacy Business caused primarily by a reduction in headcount as the Company shifted to focus on the AI cloud computing business, leading to lower personnel and consulting expense in the current period. The decrease was offset by additional technology and infrastructure cost of $1.3 million from the acquisition of Corvex OpCo primarily consisting of personnel costs, including stock-based compensation. Technology and infrastructure expense in the prior-year period reflects operations of the Legacy Business, mainly related to research and development expenses.

Sales and Marketing

Sales and marketing expense totaled $740 thousand and $0 for the three months ended June 30, 2026 and 2025, respectively, and $1.0 million and $0 for the six months ended June 30, 2026 and 2025, respectively. The increase is primarily due to personnel costs of the AI cloud computing business, online advertising spend and events and conferences.

General and Administrative

General and administrative expense totaled $12.1 million and $1.6 million for the three months ended June 30, 2026 and 2025, respectively, and $15.5 million and $4.0 million for the six months ended June 30, 2026 and 2025, respectively. The increase is due primarily to increased stock-based compensation expense related to the replacement awards associated with the acquisition of Corvex OpCo, legal and consulting expenses due to the Merger, offset by the reduction in other personnel cost from reduced headcount. In addition, the increase is also explained by the impact of the acquisition of Corvex OpCo which added $11.2 million and $12.5 million for the three and six months ended June 30, 2026 in general and administrative expenses. General and administrative expense in the current period primarily consists of personnel-related costs, stock-based compensation expense, professional services and lease and other corporate overhead costs.

Loss from Operations

Loss from operations was $15.2 million and $3.3 million for the three months ended June 30, 2026 and 2025, respectively, and $20.1 million and $8.5 million for the six months ended June 30, 2026 and 2025, respectively. The increase was driven by stock-based compensation and a full quarter of operations related to Corvex OpCo.

Other Income (expense)

Other income (expense), net totaled $2.5 million and $35 thousand for the three months ended June 30, 2026 and 2025, respectively, and $2.3 million and $95 thousand for the six months ended June 30, 2026 and 2025, respectively. Other income (expense), net in the current period primarily relates to the gain on disposal of assets related to the Connected devices business which represents the excess amount of carrying value of the Bridge Loan over the assets transferred to settle the Bridge Loan. Other income (expense), net in the prior-year period reflects operations of the Legacy Business and also primarily related to interest and other income.

Net loss

Net loss was $12.8 million and $3.2 million for the three months ended June 30, 2026 and 2025, respectively, and $17.8 million and $8.4 million for the six months ended June 30, 2026 and 2025, respectively. The increase was driven by stock-based compensation and a full quarter of operations related to Corvex OpCo.

Non-GAAP Financial Measures

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

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

Adjusted EBITDA

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

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

		Three Months Ended June 30,
		2026				2025
Net loss		$	(12,765	)		$	(3,225	)
Depreciation and amortization			2,676				-
Stock-based compensation(1)			9,388				780
Income tax			20				-
Gain on disposal of assets			(2,501	)			-
Interest and other income, net			30				(35	)
Adjusted EBITDA		$	(3,152	)		$	(2,480	)

		Six Months Ended June 30,
		2026				2025
Net loss		$	(17,770	)		$	(8,403	)
Depreciation and amortization			3,003				-
Stock-based compensation(1)			11,566				1,079
Transaction costs(2)			719				-
Income tax			20				-
Gain on disposal of assets			(2,501	)			-
Interest and other income, net			188				(95	)
Adjusted EBITDA		$	(4,775	)		$	(7,419	)

(1)

Stock-based compensation: related to the 2019 and 2024 Incentive Plans for employees, contractors, or other entities, and the Company's replacement awards related to the Merger.

(2)

Related to the transaction costs associated with the Merger.

Segment Results

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

		Three Months Ended June 30,								Change
		2026				2025				$				%
Net loss
AI Platform and services		$	(13,918	)		$	-			$	(13,918	)			NM
Connected devices and services			1,153				(3,225	)			4,378				136	%
Total net loss		$	(12,765	)		$	(3,225	)		$	(9,540	)			(296	)%
Adjusted EBITDA(1)
AI Platform and services			(2,264	)			-				(2,264	)			NM
Connected devices and services			(888	)			(2,480	)			1,592				64	%
Total adjusted EBITDA		$	(3,152	)		$	(2,480	)		$	(672	)			(27	)%

		Six Months Ended June 30,								Change
		2026				2025				$				%
Net loss
AI Platform and services		$	(15,542	)		$	-			$	(15,542	)			NM
Connected devices and services			(2,228	)			(8,403	)			6,175				73	%
Total net loss		$	(17,770	)		$	(8,403	)		$	(9,367	)			(111	)%
Adjusted EBITDA(1)
AI Platform and services			(2,373	)			-				(2,373	)			NM
Connected devices and services			(2,402	)			(7,419	)			5,017				68	%
Total adjusted EBITDA		$	(4,775	)		$	(7,419	)		$	2,644				36	%

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

		Three Months Ended June 30,
AI Platform and services		2026				2025
Net loss		$	(13,918	)		$	-
Depreciation and amortization			2,588				-
Stock-based compensation(1)			9,046				-
Income tax			20				-
Adjusted EBITDA		$	(2,264	)		$	-

		Six Months Ended June 30,
AI Platform and services		2026				2025
Net loss		$	(15,542	)		$	-
Depreciation and amortization			2,884				-
Stock-based compensation(1)			10,278				-
Income tax			20				-
Interest and other income, net			(13	)			-
Adjusted EBITDA		$	(2,373	)		$	-

		Three Months Ended June 30,
Connected devices and services		2026				2025
Net income (loss)		$	1,153			$	(3,225	)
Depreciation and amortization			88				-
Stock-based compensation(1)			342				780
Gain on disposal of assets			(2,501	)			-
Interest and other income, net			30				(35	)
Adjusted EBITDA		$	(888	)		$	(2,480	)

		Six Months Ended June 30,
Connected devices and services		2026				2025
Net loss		$	(2,228	)		$	(8,403	)
Depreciation and amortization			119				-
Stock-based compensation(1)			1,288				1,079
Transaction costs(2)			719				-
Gain on disposal of assets			(2,501	)			-
Interest and other income, net			201				(95	)
Adjusted EBITDA		$	(2,402	)		$	(7,419	)

(1)

Stock-based compensation: related to the 2019 and 2024 Incentive Plans for employees, contractors, or other entities.

(2)

Related to the transaction costs associated with the merger.

Note: Adjusted EBITDA for the chief operating decision maker's ("CODM") analysis excludes (i) depreciation and amortization, (ii) stock-based compensation, (iii) benefit from income taxes, (iv) transaction costs related to the Merger, (v) gain on disposal of assets and (vi) interest and other income, nets.

AI Platform and services

Net loss for the AI Platform and services segment was $13.9 million and $0 for the three months ended June 30, 2026 and 2025, respectively, and $15.5 million and $0 for the six months ended June 30, 2026 and 2025, respectively.

Adjusted EBITDA loss for the AI Platform and services segment was $2.3 million and $0 for the three months ended June 30, 2026 and 2025, respectively, and $2.4 million and $0 for the six months ended June 30, 2026 and 2025, respectively.

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

Connected devices and services (Healthcare)

Net income (loss) for the connected devices and services segment was $1.2 million and $(3.2) million for the three months ended June 30, 2026 and 2025, respectively, and $(2.2) million and $(8.4) million for the six months ended June 30, 2026 and 2025, respectively.

Adjusted EBITDA loss for the connected devices and services segment was $0.9 million and $2.5 million for the three months ended June 30, 2026 and 2025, respectively, and $2.4 million and $7.4 million for the six months ended June 30, 2026 and 2025, respectively.

The increase in adjusted EBITDA of $1.6 million and $5.0 million for the three and six months ended is primarily due to reduced operating expenses as the Company downsized its Legacy Business, partially offset by stock-based compensation and transaction-related costs in the current period.

Liquidity and Capital Resources

On March 19, 2026, we completed the acquisition of Corvex OpCo and determined that the Company is the accounting acquirer. Accordingly, periods prior to the acquisition reflect the historical financial statements of the Company, and the results of Corvex OpCo are included beginning on the acquisition date. As a result, the liquidity and capital resources information for the three and six months ended June 30, 2026 is not directly comparable to the prior-year period.

We have incurred significant operating losses and negative cash flows from operations since inception and had an accumulated deficit of approximately $184.2 million as of June 30, 2026. We expect to continue to incur net losses for the foreseeable future as we continue to invest in the development and expansion of our AI cloud computing business.

As of June 30, 2026, we had cash and cash equivalents of approximately $21.7 million. Based on our current operating plan, we believe that our existing cash and cash equivalents will be sufficient to fund our projected operating requirements for at least the next twelve months from the date of issuance of the condensed consolidated financial statements.

Our ability to execute our longer-term business plan will depend on a number of factors, including the pace of infrastructure expansion, customer demand, and our ability to manage operating costs. We may seek to raise additional capital through public or private equity offerings, debt financings, or strategic partnerships to support future growth initiatives. However, there can be no assurance that such financing will be available on acceptable terms, or at all.

Sources of Liquidity

As of June 30, 2026, we had cash and cash equivalents of $21.7 million. During the six month period ended June 30, 2026, we used $9.6 million of cash in operating activities.

On August 6, 2025, we entered into a Loan Agreement and Promissory Note pursuant to which we obtained $1,500,000 in secured debt financing (the "Bridge Loan"). On November 6, 2025, we entered into a Preferred Stock Subscription Agreement (the "Series A Subscription Agreement") with the investors party thereto (the "Series A Purchasers"), pursuant to which we sold 3,000 shares of Series A Preferred Stock at a purchase price of $1,000 per share, for aggregate proceeds of $3,000,000.

On August 3, 2026, Corvex Primus LLC, a subsidiary of the Company, entered into the GPU Loan Agreement with GPU Finance Ltd., a subsidiary of the USD.AI Foundation, as initial lender, and Corvex Primus Holdco LLC, as parent, establishing a secured equipment financing facility to fund the purchase of GPU servers and related infrastructure for the Company's AI Factory data centers. Corvex OpCo provided a limited guaranty of the borrower's obligations pursuant to a Limited Guaranty Agreement. Under the initial draw (Series A), funded on August 3, 2026 and secured by GPU servers and related equipment, the Company borrowed $7,500,000 in principal, bearing interest at 10.0% per annum (15.0% upon default), amortizing on a mortgage-style basis over a three-year term maturing September 1, 2029. The Company funded a Required Reserve Deposit of $724,565.50 (stepping down over the term absent a continuing event of default) and paid an upfront fee of $150,000. The GPU Loan Agreement permits the Company to request additional Series in the future, subject to the lender's consent and satisfaction of specified conditions, with all Series cross-collateralized.

Our funding requirements are highly dependent on the needs of our AI cloud computing business going forward. We have incurred significant expenses related to evaluating strategic alternatives and entering into the Merger Agreement.

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

As a result of the Merger, including anticipated operational and financial benefits and access to additional resources, we believe our cash and cash equivalents will be sufficient to fund operations for the next twelve months. However, changing circumstances may cause us to consume capital faster than expected. If we are unable to obtain additional funding, our financial condition may be materially adversely affected, and we may not be able to continue operations. In such circumstances, the Board may determine that bankruptcy or liquidation is in the best interests of stockholders.

We expect to continue incurring significant expenses. Until we generate sufficient revenue, if ever, we expect to finance operations through equity offerings, debt financings, or strategic collaborations. Additional funding may not be available on acceptable terms or at all. Equity financing may result in dilution to stockholders, while debt financing may involve restrictive covenants.

The following table summarizes our cash flows for the periods indicated (in thousands):

		For the six months ended June 30,
		2026				2025
Net cash used in operating activities		$	(9,562	)		$	(7,399	)
Net cash provided by investing activities			29,788				-
Net cash (used in) provided by financing activities			(1,358	)			1,606
Net increase (decrease) in cash and cash equivalents		$	18,868			$	(5,793	)

Cash Flows from Operating Activities

During the six months ended June 30, 2026, the Company used cash of $9.6 million in operating activities, as compared to $7.4 million used in operating activities during the six months ended June 30, 2025.

The $9.6 million used operating activities during the six months ended June 30, 2026 was primarily attributable to our net loss of $17.8 million during the period. The net loss was offset by changes in our operating assets and liabilities totaling $(6.1) million and net cash flows from operating activities and by non-cash items, including stock-based compensation, totaling $11.6 million.

The $7.4 million used in operating activities during the six months ended June 30, 2025 was primarily attributable to our net loss of $8.4 million during the period. The net loss was offset by changes in our operating assets and liabilities totaling $(158) thousand and by non-cash items, including stock-based compensation, totaling $1.1 million.

Cash Flows from Investing Activities

During the six months ended June 30, 2026, the Company provided cash of $29.8 million in investing activities, consisting of cash received as part of the Merger totaling $36.7 million, reduced by purchases of property and equipment in the amount of $6.5 million and $409 thousand of capitalized software expenditures, mainly related to the AI cloud operations.

During the six months ended June 30, 2025, the Company used no cash in investing activities.

Cash Flows from Financing Activities

During the six months ended June 30, 2026, the Company used cash of $1.4 million which was primarily driven by $1.8 million in payments related to the Company's finance leases offset by proceeds of $478 thousand for the issuance of common stock, net of issuance costs.

During the six months ended June 30, 2025, the Company was provided cash of $1.6 million which was primarily driven by the proceeds received from the issuance of common stock.

Funding Requirements

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

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

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

Contractual Obligations and Commitments

Material contractual obligations arising in the normal course of business primarily consist of operating leases and financing leases. See Note 13 to the consolidated financial statements for amounts outstanding for operating leases and financing leases on June 30, 2026.

Critical Accounting Estimates

In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include but are not limited to the following: stock-based compensation, recognition of intangible assets in a business combination, leases, income taxes, and impairment of long-lived assets. Actual results could differ from those estimates.

Stock-Based Compensation

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

Recognition of Intangible Assets in a Business Combination

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

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

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

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

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

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

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

Leases

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

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

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

Income Taxes

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

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

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

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including intangible assets subject to amortization and property and equipment subject to depreciation, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The recoverability of long-lived assets is assessed by comparing the undiscounted future cash flows expected to be generated by the asset to its carrying value. If the carrying amount of a long-lived asset exceeds the expected undiscounted cash flows, an impairment loss is recognized in an amount equal to the excess of the asset's carrying value over its fair value. Fair value is determined using valuation techniques such as discounted cash flow models, market comparisons, and, where applicable, independent third-party appraisals. No impairment losses were recorded during the three and six months ended June 30, 2026 and 2025.

Off-Balance Sheet Arrangements

At June 30, 2026, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

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

Quantitative and Qualitative Disclosures about Market Risks

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