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Get filing alertsCorvex completes 1-for-10 reverse split, converts preferred stock into 4.8M shares
Filed July 7, 2026 · Period ending July 1, 2026 · ~1 min read
Key Changes
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Completed 1-for-10 reverse stock split on July 1, reducing outstanding shares from ~28.5M to ~2.85M. All equity awards proportionately adjusted; fractional shares paid in cash.
Item 8.01 verify on EDGAR → -
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Following shareholder approval, all Series C Preferred converted to common stock and Series D holders converted shares representing 4,752,244 common shares (post-split basis). Company now has 27,635,745 common shares outstanding with remaining Series D convertible into another 28,929,592 shares.
Item 5.07 verify on EDGAR → -
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Appointed Seth Demsey as co-CEO alongside Jay Crystal, effective July 1. Demsey co-founded Corvex OpCo in 2024 and brings nearly three decades of AI/ML and developer platform experience.
Item 5.02 verify on EDGAR → -
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Shareholders approved 2026 equity incentive plan with 96.7% support (731,164 for, 23,323 against, 664,331 broker non-votes) and employee stock purchase plan with 98.7% support (745,067 for, 9,567 against, 664,331 broker non-votes).
Item 5.02 verify on EDGAR → -
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Elected three directors with over 99% support: Jay Crystal and Patrick Fleury as Class II directors (756,080 for, 184 withheld) and Nicholas Donofrio as Class III director (752,073 for, 4,191 withheld). Ratified BDO USA as auditor with 99.8% support.
Item 5.07 verify on EDGAR →
Summary
Corvex executed a 1-for-10 reverse stock split on July 1, 2026, reducing its outstanding share count from approximately 28.5 million to 2.85 million shares. The split typically signals an effort to boost per-share price for exchange compliance or investor perception.
Simultaneously, the company converted preferred stock following shareholder approval: all Series C Preferred automatically converted to common stock, and Series D holders converted shares representing 4.8 million common shares.
With 27.6 million common shares now outstanding and remaining Series D Preferred convertible into another 28.9 million shares, the company faces potential dilution exceeding 100% if all remaining preferred converts. The company appointed Seth Demsey as co-CEO alongside Jay Crystal, implementing the leadership structure contemplated in the March 2026 merger agreement. Demsey brings extensive AI/ML experience from his tenure at NASA, Microsoft, Google, and AOL/Yahoo!. Shareholders also approved new equity compensation plans—a 2026 equity incentive plan and an employee stock purchase plan—both passing with strong support. The annual meeting results were routine: directors elected with over 99% support and the auditor ratified with 99.8% approval. The combination of reverse split and substantial preferred stock conversion represents a significant capital structure reset for existing common shareholders.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Corvex held its 2026 annual meeting, electing directors, approving equity issuances and plans, and converting preferred stock into common.
Added in current filing · verify on EDGAR →
The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(a) and 5635(b), the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the conversion of shares of Series C Preferred Stock and Series D Preferred Stock pursuant to the Merger Agreement (the “Conversion Proposal”), with votes cast as follows: For | Against | Abstain | Broker Non-Votes 605,849 1,326 1,024 664,331
Shareholders approved the issuance of more than 20% of outstanding common stock for the conversion of Series C and Series D Preferred Stock under the Merger Agreement, as required by Nasdaq rules. The proposal passed with 99.6% support (605,849 for vs 1,326 against, with 1,024 abstentions and 664,331 broker non-votes). This enables significant dilution from preferred stock conversions.
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Added in current filing · verify on EDGAR →
Jay Crystal, Class II Director | 756,080 | 184 | 664,331 Patrick Fleury, Class II Director | 756,080 | 184 | 664,331 Nicholas Donofrio, Class III Director | 752,073 | 4,191 | 664,331
Shareholders elected three directors: Jay Crystal and Patrick Fleury as Class II directors for three-year terms, and Nicholas Donofrio as a Class III director for a one-year term. All three received over 99.9% support from votes cast (756,080 for vs 184 withheld for Crystal and Fleury; 752,073 for vs 4,191 withheld for Donofrio), with 664,331 broker non-votes in each case.
Added in current filing · verify on EDGAR →
The Company’s stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2026, with votes cast as follows: For | Against | Abstain | Broker Non-Votes 1,418,132 1,131 1,332 --
Shareholders ratified BDO USA, P.C. as the independent auditor for 2026 with 99.8% support (1,418,132 for vs 1,131 against, with 1,332 abstentions and no broker non-votes).
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Corvex increased authorized Series D Preferred Stock shares to 50,000 to accommodate exchanges from Series C Preferred Stock.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
the Company filed a Certificate of Increase with the Secretary of State of the State of Delaware to increase the number of authorized shares of Series D Preferred Stock to 50,000 shares (the “Certificate of Increase”). The Certificate of Increase did not otherwise amend the Certificate of Designations for the Series D Preferred Stock.
The company increased the authorized shares of Series D Non-Voting Convertible Preferred Stock from an unspecified prior amount to 50,000 shares. This administrative change was made to facilitate exchanges by certain holders who wanted to convert their Series C Preferred Stock into Series D Preferred Stock before the Annual Meeting. No other terms of the Series D Preferred Stock were modified.
Added in current filing · verify on EDGAR →
Certain holders of Series C Preferred Stock (the “Exchanging Stockholders”) expressed interest in exchanging their shares of Series C Preferred Stock for Series D Preferred Stock before the Annual Meeting. On July 1, 2026, the Company entered into exchange agreements with the Exchanging Stockholders to accommodate these requests (the “Preferred Exchange”).
The company entered into exchange agreements on July 1, 2026, allowing certain Series C Preferred Stock holders to exchange their shares for Series D Preferred Stock. Both series are non-voting convertible preferred stock with the same par value. The filing does not disclose the number of shares exchanged or the identities of the exchanging stockholders.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Corvex appoints Seth Demsey as co-CEO alongside Jay Crystal; shareholders approve 2026 equity incentive and employee stock purchase plans.
Added in current filing · verify on EDGAR →
On July 1, 2026, as previously disclosed and pursuant to the terms of the Merger Agreement, Seth Demsey was appointed co-Chief Executive Officer of the Company, alongside Jay Crystal, effective following the Annual Meeting (as defined below).
Seth Demsey was appointed co-Chief Executive Officer effective July 1, 2026, sharing the CEO role with Jay Crystal. This appointment was previously disclosed as part of the March 2026 merger agreement under which Corvex acquired Corvex OpCo. Demsey, age 49, co-founded Corvex OpCo in October 2024 and brings nearly three decades of experience in AI/ML and developer platforms from companies including NASA, Microsoft, Google, and AOL/Yahoo!.
Added in current filing · verify on EDGAR →
On July 1, 2026, the stockholders of the Company approved the Corvex, Inc. 2026 Equity Incentive Plan (the “2026 Plan”).
Shareholders approved the 2026 Equity Incentive Plan at the July 1, 2026 annual meeting. This plan will govern future equity-based compensation for employees, directors, and consultants. The approval enables the company to grant stock options, restricted stock, and other equity awards as part of its compensation strategy.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On July 1, 2026, the Company’s stockholders approved the Corvex, Inc. 2026 Employee Stock Purchase Plan (the “ESPP”) at the Annual Meeting.
Shareholders approved the 2026 Employee Stock Purchase Plan at the annual meeting. This plan allows employees to purchase company stock, typically at a discount through payroll deductions. ESPPs are common retention and alignment tools that give employees an ownership stake in the company.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Corvex disclosed an unregistered sale of equity securities under Item 3.02, indicating a private placement or similar transaction.
Added in current filing · verify on EDGAR →
Item 3.02.
The 8-K filing triggers Item 3.02, which pertains to unregistered sales of equity securities. This indicates the company completed a private placement, PIPE transaction, or other exempt offering during the period ending July 1, 2026. The filing body contains only the item number with no additional disclosure text, suggesting the material terms may be disclosed in attached exhibits or the company filed a minimal-disclosure 8-K pending a more complete amendment.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · view on EDGAR → · paraphrased
The reverse stock split affected all issued and outstanding shares of Common Stock, as well as the number of shares of Common Stock available for issuance under the Company's equity incentive plans. All outstanding equity awards, including stock options and restricted stock units, were proportionately adjusted in accordance with the terms of the applicable equity incentive plans.
All outstanding equity awards (stock options and restricted stock units) were proportionately adjusted to reflect the reverse split. This means award holders now have one-tenth the number of shares at ten times the exercise price or grant price, preserving the economic value of their awards.
Show 1 minor / wording change
Added in current filing · view on EDGAR → · paraphrased
No fractional shares were issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share received a cash payment in lieu thereof.
Shareholders who would have received fractional shares after the split instead received cash payments. This is standard practice in reverse splits to avoid the administrative burden of tracking fractional ownership.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 8, 2026 · How we verify