Corvex, Inc. Form 8-K Filing

Corvex, Inc. entered into a Securities Purchase Agreement for a private placement with institutional and accredited investors. The agreement involves the purchase of 3,904,970 shares of common stock at $7.75 per share and 353.098 shares of Series D Non-Voting Convertible Preferred Stock at $7,750.00 per share. The closing of this private placement occurred on September 2, 2026. Additionally, Corvex, Inc. entered into a Registration Rights Agreement with the purchasers, obligating the company to register the resale of the common shares and the common stock issuable upon conversion of the Series D Preferred Stock. A registration statement must be filed with the SEC no later than October 2, 2026. The company also agreed to indemnify the purchasers against certain liabilities. The securities were offered and sold without registration under the Securities Act of 1933, in reliance on an exemption under Section 4(a)(2) and Regulation D. Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Oppenheimer & Co. Inc. acted as joint lead placement agents for the private placement.