Corvex Files Prospectus Registering Resale Of Up To 4,258,068 Shares Of Common Stock For Selling Stockholders

CORVEX, INC.

 

4,258,068 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 4,258,068 shares (the "Registered Shares") of common stock, par value $0.0001 per share (the "Common Stock") of Corvex, Inc. ("we", "us", "our", the "Company" or "Corvex"). The Registered Shares being offered for resale include (i) up to 353,098 shares of Common Stock issuable upon conversion of 353.098 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 per share of Series D Preferred Stock that were initially issued in a private placement transaction on September 2, 2026 (the "Private Placement"), and (ii) 3,904,970 shares of Common Stock that were also initially issued in the Private Placement.  We issued such securities to the Selling Stockholders in transactions not involving any public offering. See the section entitled "Selling Stockholders" in this prospectus.

 

The Selling Stockholders may offer, sell or distribute all or a portion of the Registered Shares 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 Registered Shares, including with regard to compliance with state securities or "blue sky" laws. The timing and amount of any sales of the Shares are within the sole discretion of the Selling Stockholders. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale of the Registered Shares. See "Plan of Distribution."