six months ended June 30, 2026
Filed Sep 4, 2026Unaudited pro forma combined revenue was $4,312 and net loss was $26,155 for the six months ended June 30, 2026.
The pro forma combined company reported $4,312 of revenue against a $28,391 loss from operations and $26,155 net loss for the six months ended June 30, 2026.
Key metrics
as reported| Metric | Value | q/q | y/y |
|---|---|---|---|
| RevenueGAAP | $4,312 | – | – |
| Cost of revenue (exclusive of depreciation and amortization)GAAP | $3,292 | – | – |
| Depreciation and amortizationGAAP | $3,276 | – | – |
| Technology and infrastructureGAAP | $2,814 | – | – |
| Sales and marketingGAAP | $1,193 | – | – |
| General and administrativeGAAP | $22,128 | – | – |
| Total costs and expensesGAAP | $32,703 | – | – |
| Loss from operationsGAAP | $(28,391) | – | – |
| Interest expense (related party)GAAP | $(208) | – | – |
| Interest expenseGAAP | $(205) | – | – |
| Other income, netGAAP | $168 | – | – |
| Gain on disposal of assetsGAAP | $2,501 | – | – |
| Other income (expense), netGAAP | $2,256 | – | – |
| Loss before income tax expenseGAAP | $(26,135) | – | – |
| Income tax expenseGAAP | $(20) | – | – |
| Net loss and total comprehensive lossGAAP | $(26,155) | – | – |
| Cumulative dividends on Series A preferred stockGAAP | $(155) | – | – |
| Net loss attributable to common stockholdersGAAP | $(26,310) | – | – |
| Net loss per share, basic and dilutedGAAP | $(0.94) | – | – |
| Weighted average shares used in computing net loss per share, basic and dilutedGAAP | 27,905,475 | – | – |
| Pro forma combined revenue for the year ended December 31, 2025GAAP | $7,535 | – | – |
| Pro forma combined loss from operations for the year ended December 31, 2025GAAP | $(64,791) | – | – |
| Pro forma combined net loss and total comprehensive loss for the year ended December 31, 2025GAAP | $(67,546) | – | – |
| Pro forma combined net loss per share, basic and diluted for the year ended December 31, 2025GAAP | $(2.62) | – | – |
| Pro forma combined weighted average shares used in computing net loss per share, basic and diluted for the year ended December 31, 2025GAAP | 25,817,836 | – | – |
What drove it
- The Merger was completed on March 19, 2026, with Corvex treated as the accounting acquirer and Corvex OpCo treated as the accounting acquiree.
- The six-month pro forma statements combine Corvex historical results with Corvex OpCo historical results through March 19, 2026, assuming the Merger occurred on January 1, 2025.
- Transaction accounting adjustments included estimated incremental amortization expense of $273 for the six months ended June 30, 2026.
- Post-combination stock-option expense adjustments included $700 in cost of revenue, $530 in technology and infrastructure, $172 in sales and marketing, and $3,166 in general and administrative expense for the six months ended June 30, 2026.
- Post-combination restricted-stock-unit expense adjustments included $96 in technology and infrastructure, $(20) in sales and marketing, and $3,460 in general and administrative expense for the six months ended June 30, 2026.
Concerns
- The pro forma combined company recorded a $28,391 loss from operations and a $26,155 net loss for the six months ended June 30, 2026.
- General and administrative expense was $22,128, including transaction accounting adjustments of $6,616.
- The purchase-price allocation, including valuations of Payment Shares, goodwill, intangible assets, certain tangible assets and liabilities, income taxes, and intangible-asset useful lives, remained preliminary.
- The filing states that differences between preliminary estimates and final acquisition accounting could be significant and could materially affect future results of operations and financial position.
- The pro forma financial information does not include management adjustments for operating efficiencies or merger synergies.
What to watch
- Finalization of the purchase-price allocation within the measurement period.
- Changes in preliminary fair-value estimates for merger consideration, goodwill, intangible assets, tangible assets, liabilities, and income taxes.
- The future effect of amortization related to customer relationships with a 7-year estimated useful life and trade names with a 20-year estimated useful life.
- The operating effects following the June 30, 2026 disposal of legacy Movano Connected devices and services assets.
- Potential dilution from shares excluded from diluted net-loss-per-share calculations, including 44,652,577 total potential common shares for the six months ended June 30, 2026.
Balance sheet and cash flow
- The estimated consideration transferred was $581,955.
- Goodwill recorded was $519,318.
- Identifiable intangible assets recognized included customer relationships of $5,190 and trade names of $10,210.
- On June 30, 2026, the Company transferred certain legacy Movano Connected devices and services assets and intellectual property to the bridge-loan holder in satisfaction of outstanding indebtedness.
- The disposal transaction recognized a $2,501 gain on disposal of assets.
- A pro forma balance sheet was not presented because the Merger was already reflected in the historical condensed consolidated balance sheet as of June 30, 2026.
Analysis
This Item 2.02 filing provides unaudited pro forma condensed combined financial information rather than a conventional quarterly earnings release. For the six months ended June 30, 2026, pro forma combined revenue was $4,312, while total costs and expenses were $32,703. The company reported a $28,391 loss from operations and a $26,155 net loss and total comprehensive loss.
The cost structure reflected substantial merger-related accounting adjustments. General and administrative expense was $22,128, including $6,616 of transaction accounting adjustments. The filing also recorded $3,276 of depreciation and amortization, including $273 of estimated incremental amortization resulting from the Merger, and $2,814 of technology and infrastructure expense.
Other income and expense partly moderated the operating loss. The combined company reported a $2,501 gain on disposal of assets, resulting in $2,256 of other income, net. The gain relates to the June 30, 2026 transfer of certain legacy Movano Connected devices and services assets and intellectual property to the holder of the bridge loan in satisfaction of outstanding indebtedness.
The Merger closed on March 19, 2026 and is presented as if it occurred on January 1, 2025 for the pro forma periods. Estimated consideration transferred was $581,955, with $519,318 recorded as goodwill. The filing emphasizes that the purchase-price allocation remains preliminary and that the pro forma results do not include expected operating efficiencies or synergies.
For the year ended December 31, 2025, pro forma combined revenue was $7,535 and pro forma combined net loss and total comprehensive loss was $67,546. No forward guidance, cash-flow results, cash balance, debt balance, capital-return program, segment revenue disclosure, or executive commentary was provided in this filing.
Not in the filing
stated, not guessed- Gross profit and gross margin
- Segment revenue and segment operating metrics
- Prior-year comparison for the six months ended June 30, 2026
- Prior-quarter comparison
- Year-over-year and quarter-over-quarter growth rates
- Non-GAAP metrics and reconciliations
- Forward revenue guidance
- Forward gross-margin guidance
- Forward operating-expense guidance
- Forward tax-rate guidance
- Operating cash flow
- Free cash flow
- Cash and cash equivalents
- Debt balance
- Share repurchases
- Dividends
- Named executive quotes
AlphAI analysis generated from the company’s SEC earnings filing (Form 8-K Item 2.02, or Form 6-K for a foreign private issuer). Every figure was cross-checked against the filing text; consensus estimates, price targets and share-price reactions are not shown because they are not in the filing. AI-generated research, not investment advice.