NOTE 15 - SUBSEQUENT EVENTS

Stockholder Approval

On July 1, 2026, the Company’s 2026 Annual Meeting of Stockholders was reconvened and all proposals were approved, including the authorization of the conversion of Series C and Series D Non-Voting Convertible Preferred Stock into Common Stock and the approval of stock option exercises for Corvex OpCo options assumed in the Merger.

Preferred Exchange

On July 1, 2026, the Company entered into exchange agreements with certain holders of approximately 3,454.7899 shares of Series C Non-Voting Convertible Preferred Stock who elected to exchange their shares for an equivalent number of shares of Series D Non-Voting Convertible Preferred Stock on a one-for-one basis prior to the automatic conversion of Series C shares. The exchange was effected at parity, resulting in no change to the aggregate number of shares of Common Stock issuable upon conversion of the outstanding preferred stock. A Certificate of Increase of Series D Preferred Stock was filed with the Secretary of State of the State of Delaware on July 1, 2026 to accommodate the additional Series D shares.

Adoption of 2026 Equity Incentive Plan and ESPP

On July 1, 2026, following stockholder approval at the Annual Meeting, the Company adopted the Corvex, Inc. 2026 Equity Incentive Plan (the “2026 Plan”) and the Corvex, Inc. 2026 Employee Stock Purchase Plan (the “ESPP”). The 2026 Plan has approximately 2,610,069 shares reserved for future issuance and the ESPP has approximately 900,000 shares reserved.

Series A and Series C Preferred Stock Conversion

On July 7, 2026, three business days following stockholder approval at the Annual Meeting, all outstanding shares of Series C Non-Voting Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1,000 shares of Common Stock per share of Series C Preferred Stock. Holders of Series A Convertible Preferred Stock also fully converted their shares of Series A Preferred Stock into Common Stock on July 7, 2026. Following these conversions, no shares of Series A or Series C Preferred Stock remain issued or outstanding. In the aggregate, the conversions resulted in the issuance of approximately 24.5 million shares of Common Stock.

Series D Partial Conversion

Following the stockholder approval obtained at the Annual Meeting on July 1, 2026, shares of Series D Non-Voting Convertible Preferred Stock became convertible at the option of each holder into 1,000 shares of Common Stock per share, subject to a 4.9% beneficial ownership limitation. Certain holders elected to convert a portion of their Series D shares into Common Stock on July 7, 2026. As of July 8, 2026, 28,929.5944 shares of Series D Preferred Stock remained issued and outstanding, representing potential conversion into approximately 28.9 million shares of Common Stock.

Director Equity Grants

On July 1, 2026, following adoption of the 2026 Plan at the Annual Meeting, the Company made initial equity grants to certain of the Company’s directors. The following directors each received RSU grants vesting in three equal annual installments from the grant date: Emily Wang Fairbairn received 135,800 RSUs; Patrick Fleury received 100,000 RSUs and stock options to purchase 200,000 shares of Common Stock at an exercise price of $21.06 per share, expiring July 1, 2036; Brian Cullinan received 50,000 RSUs; and Nicholas Donofrio received 50,000 RSUs. All grants will be reflected in future stock-based compensation expense.

Corvex Primus Closed

On August 3, 2026, Corvex Primus LLC, a subsidiary of the Company, entered into a Loan and Security Agreement (the “GPU Loan Agreement”) with GPU Finance Ltd., a subsidiary of the USD.AI Foundation, as initial lender, and Corvex Primus Holdco LLC, as parent, establishing a secured equipment financing facility to fund the purchase of GPU servers and related infrastructure for the Company’s AI Factory data centers. Corvex OpCo provided a limited guaranty of the borrower’s obligations pursuant to a Limited Guaranty Agreement. Under the initial draw (Series A), funded on August 3, 2026 and secured by GPU servers and related equipment, the Company borrowed $7,500,000 in principal, bearing interest at 10.0% per annum (15.0% upon default), amortizing on a mortgage-style basis over a three-year term maturing September 1, 2029. The Company funded a Required Reserve Deposit of $724,565.50 (stepping down over the term absent a continuing event of default) and paid an upfront fee of $150,000. The GPU Loan Agreement permits the Company to request additional Series in the future, subject to the lender’s consent and satisfaction of specified conditions, with all Series cross-collateralized. This facility was executed after June 30, 2026 and is not reflected in the Company’s condensed consolidated balance sheet as of that date.

Inducement RSUs and PSUs

On July 1, 2026, the Company granted 523,211 shares of Common Stock underlying restricted stock units to be issued as inducement awards to Chance Moreland, the Company’s newly appointed Chief Financial Officer, consisting of (i) a grant of 95,129 restricted stock units (the “Make-Whole RSUs”), which shall vest over 4 years, with 25% of the Make-Whole RSUs vesting on each anniversary of Mr. Moreland’s first date of employment with the Company (the “Commencement Date”) and (ii) a grant of 428,082 restricted stock units, which shall vest over 4 years, with 25% of the second grant vesting on each anniversary of the Commencement Date. Mr. Moreland will also be granted 523,211 performance stock units (“PSUs”) assuming maximum achievement of the applicable performance goals in the future.