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Movano Inc.

03/23/2026 | Press release | Distributed by Public on 03/23/2026 15:36

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Demsey Seth
2. Date of Event Requiring Statement (Month/Day/Year)
03/19/2026
3. Issuer Name and Ticker or Trading Symbol
Corvex, Inc. [MOVE]
(Last) (First) (Middle)
3401 NORTH FAIRFAX DRIVE, SUITE 3230
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
ARLINGTON, VA 22226
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3,054,235(1) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) (2) 03/19/2036 Common Stock 2,902,143 $10.06 D
Series B Convertible Preferred Stock(3) (4) (5) Common Stock 24,533 $0 D
Series B Convertible Preferred Stock(3) (4) (5) Common Stock 140 $0 I By Ainsworth Holdings, LLC(6)
Series C Non-Voting Convertible Preferred Stock(3) (7) (5) Common Stock 5,484,388 $0 D
Series C Non-Voting Convertible Preferred Stock(3) (7) (5) Common Stock 31,270 $0 I By Ainsworth Holdings, LLC(6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Demsey Seth
3401 NORTH FAIRFAX DRIVE, SUITE 3230
ARLINGTON, VA 22226
X

Signatures

/s/ Seth Demsey 03/23/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. RSUs vest in equal quarterly installments over four years following the closing of the Merger (as defined below).
(2) Options will vest in equal quarterly installments over four years following the closing of the Merger.
(3) Granted pursuant to the Amended and Restated Agreement and Plan of Merger dated as of March 19, 2026 (the "Merger Agreement") among Movano Inc. (the "Movano" or the "Issuer"), Corvex, Inc. ('Corvex"), Thor Merger Sub, Inc., a Delaware corporation, and a wholly owned subsidiary of Movano, under which (a) the Merger Sub merged with and into Corvex, with Corvex surviving as a wholly-owned subsidiary of Movano (the "Merger"). Movano's name following the Merger was changed to "Corvex, Inc."
(4) In accordance with the Merger Agreement, in exchange for the shares of common stock of Corvex held by the Reporting Person, at the effective time of the Merger, the Reporting Person received 24.5327 shares of Issuer Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") and Ainsworth (as defined below) received 0.1399 shares of Issuer Series B Preferred Stock, which shall automatically convert into 24,533 shares and 140 shares, respectively, of Issuer common stock, par value $0.0001 per share ("Common Stock") on March 31, 2026.
(5) The preferred stock is perpetual and therefore has no expiration date.
(6) The securities are held by Ainsworth Holdings, LLC ("Ainsworth"). The Reporting Person is the managing member of Ainsworth and has sole voting and dispositive power over the Issuer common stock held by Ainsworth. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(7) In accordance with the Merger Agreement, in exchange for the shares of common stock of Corvex held by the Reporting Person, at the effective time of the Merger, the Reporting Person received 5,484.3883 shares of Issuer Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stock") and Ainsworth received 31.2700 shares of Issuer Series C Preferred Stock, which shall automatically convert into 5,484,388 shares and 31,270 shares, respectively, of Issuer Common Stock subject to and contingent upon the affirmative vote of a majority of the shares of Common Stock entitled to vote at a meeting of stockholders of the Issuer to approve the issuance of shares of Common Stock underlying the Series C Preferred Stock.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Movano Inc. published this content on March 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 23, 2026 at 21:36 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]