Corvex Inc美股招股说明书(2026-07-22版)

CORVEX, INC. 53,390,008 Shares of Common Stock This prospectus relates to the potential offer and resale, from time to time by the selling stockholders named in this prospectus (the“Selling Stockholders”), of up to 53,390,008 shares (the “Shares”) of common stock, par value $0.0001 per share (the “CommonStock”) of Corvex, Inc. (“we”, “us”, “our”, the “Company” or “Corvex”), consisting of: (i) up to 28,929,588 shares of Common Stockissuable upon conversion of the Company’s outstanding 28,929.5944 shares of Series D Non-Voting Convertible Preferred Stock (the“Series D Preferred Stock”), which shares are convertible at the option of the holder at a rate of 1,000 shares of Common Stock pershare of Series D Preferred Stock, and (ii) 24,460,420 shares of Common Stock previously issued upon the conversion of theCompany’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) on July 7, 2026, Series B Convertible PreferredStock (the “Series B Preferred Stock”) on March 31, 2026, the Company’s Series C Non-Voting Convertible Preferred Stock (the“Series C Preferred Stock”) on July 7, 2026, and the Series D Preferred Stock on July 7, 2026. The Selling Stockholdersmay offer, sell or distribute all or a portion of the Shares hereby registered publicly or through privatetransactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with theregistration of the Shares, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of anysales of the Shares are within the sole discretion of the Selling Stockholders. The Selling Stockholders will bear all commissions anddiscounts, if any, attributable to the sale of the Shares. See “Plan of Distribution.” You should read this prospectus and any prospectus supplement or amendment, together with additional information described underthe headings “Incorporation of Certain Information by Reference” and “Where You Can Find Additional Information,” carefully beforeyou invest in our securities. We effected a one-for-ten reverse stock split on October 10, 2025, pursuant to which every ten shares of our issued andoutstanding Common Stock were converted into one share of Common Stock. In connection with the Merger Agreement, theCompany completed a 1.358-for-1 stock split, effected as a 35.8% stock dividend of its issued and outstanding Common Stock(the “Stock Dividend”). As a result of the Stock Dividend, each share of Common Stock issued and outstanding at the close ofbusiness on March 30, 2026 was automatically converted into 1.358 shares of Common Stock and was distributed onapproximately April 6, 2026. The reverse stock split and the Stock Dividend had no impact on the par value of our CommonStock or the authorized number of shares of our Common Stock. Unless otherwise indicated, all share and per shareinformation in this prospectus has been adjusted to reflect the reverse stock split and the Stock Dividend. Our Common Stock is currently listed on the Nasdaq Capital Market under the symbol “MOVE”. On July 8, 2026, the last reportedsale price of our Common Stock was $16.50. We are an “emerging growth company” as that term is defined in Item10(f)(1)of RegulationS-K, and as such, have elected tocomply with certain reduced public company reporting requirements for the registration statement of which this prospectusforms a part and future filings. See“Prospectus Summary—Implications of Being an Emerging Growth Company”. Neither the U.S.Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. We urgeyou to read the entire prospectus, any amendments or supplements, any free writing prospectuses, and any documentsincorporated 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 5 of this prospectus for adiscussion of certain risks that you should consider in connection with an investment in our securities. The date of this prospectus is July 22, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1THE OFFERING4RISK FACTORS5USE OF PROCEEDS6SELECTED FINANCIAL DATA7DESCRIPTION OF CAPITAL STOCK8CERTAIN PROVISIONS OF DELAWARE LAW AND OF THE COMPANY’S CERTIFICATE OF INCORPORATIONAND BYLAWS10SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT12DETERMINATION OF OFFERING PRICE13MARKET INFORMATION FOR COMMON STOCK14SELLING STOCKHOLDERS15PLAN OF DISTRIBUTION18LEGAL MATTERS21EXPERTS21WHERE YOU CAN FIND ADDITIONAL INFORMATION23INCORPORATION OF CERTAIN INFORMATION BY REFERENCE24 Unless otherwise stated or t