Endovia Health Sciences, Inc.
For the period ended Oct 5, 2026. Filed Oct 5, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 5, 2026 · Filed Oct 5, 2026
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DEF 14A 1 e7987_def14a.htm FORM DEF 14A
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
ENDOVIA HEALTH SCIENCES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Endovia Health Sciences, Inc.
1112 N. Flagler Drive
Fort Lauderdale, FL 33304
**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 20, 2026
To the Stockholders of Endovia Health Sciences, Inc.,
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Endovia Health Sciences, Inc. (the “Company”) to be held in a virtual-only meeting format via live webcast on the Internet on November 20, 2026, at 10:00 AM, Eastern Time. No in-person meeting will be held. At the Annual Meeting you will be asked to vote on the following matters:
| 1) | Elect four directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2) | Ratify and approve the appointment of Rose, Snyder & Jacobs LLP as Company’s independent registered accounting firm for the fiscal year ending December 31, 2026; |
| 3) | Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (the “Say-on-Pay Proposal”); |
| 4) | Approve, in accordance with the NYSE American Company Guide Section 711, amendments to the 2025 Equity Incentive Plan (the “2025 Plan”) to increase the number of shares of common stock authorized for issuance, adopt an Automatic Ownership Maintenance feature, and to exchange certain outstanding stock options (the “Equity Plan Proposal”); |
| 5) | Approve, and adopt in accordance with the NYSE American Company Guide Section 711, Grants of Restricted Stock Units (“RSUs”) to Officers and Directors under the 2025 Plan; and |
| 6) | Approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. We also will transact such other business as may properly come before the Annual Meeting or any adjournments thereof. |
Our Board of Directors has fixed the close of business on September 28, 2026 as the record date for a determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to Be Held on November 20, 2026
The Notice, Proxy Statement, and 2025 Annual Report on Form 10-K and Form 10-K/A are available at www.proxyvote.com.
This year, our Annual Meeting will be accessible exclusively via live webcast and no in-person meeting will be held. You can attend our Annual Meeting by joining www.virtualshareholdermeeting.com/EDVA2026. To be admitted to the Annual Meeting, you must have the control number found on your proxy card or voting instruction form. We believe that hosting a virtual Annual Meeting this year is in the best interest of the Company and its stockholders since a virtual meeting enables increased stockholder attendance and participation because stockholders can participate from any location around the world. There will not be a physical meeting location and you will not be able to attend the Annual Meeting in person.
Whether or not you expect to participate in the Annual Meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, or by phone, or, if you requested, and received printed proxy materials, by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today.
| By Order of the Board of Directors | |
| /s/ Brady Cobb | |
| Fort Lauderdale, FL | Interim Chief Executive Officer |
|---|---|
| October 5, 2026 | |
TABLE OF CONTENTS
| Page | |
|---|---|
| Questions and Answers Regarding the Annual Meeting | 4 |
| Proposal 1. Election of Directors | 10 |
| Directors, Executive Officers and Corporate Governance | 11 |
| Certain Relationships and Related Party Transactions | 16 |
| Principal Stockholders | 17 |
| Proposal 2 Ratification of the Selection of our Independent Registered Public Accounting Firm | 19 |
| Proposal 3. Approval of the Say on Pay Proposal | 21 |
| Proposal 4. Approval of amendments to the 2025 Equity Incentive Plan (the “2025 Plan”) to increase the number of shares of common stock authorized for issuance, adopt an Automatic Ownership Maintenance feature, and to exchange certain outstanding stock options (the “Equity Plan Proposal”) | 22 |
| Proposal 5. Approve and adopt in accordance with the NYSE American Company Guide Section 711, Grants of Restricted Stock Units (“RSUs”) to Officers and Directors under the 2025 Plan | 29 |
| Executive Officer and Director Compensation | 32 |
| Proposal 6. Adjournment | 42 |
| Other Matters | 42 |
Stockholders Should Read the Entire Proxy Statement Carefully Prior to Returning Their Proxies
PROXY STATEMENT
FOR
2026 ANNUAL MEETING OF STOCKHOLDERS
GENERAL
This Proxy Statement is being made available to the holders of shares of the voting stock of Endovia Health Sciences, Inc., a Nevada corporation (“Endovia” or the “Company”) in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the 2026 Annual Meeting of Stockholders of Endovia (the “Annual Meeting”) to be held at 10:00 AM, Eastern Time on November 20, 2026. The Annual Meeting will be a virtual meeting via live webcast and no in-person meeting will be held. You will be able to attend the Annual Meeting, vote your shares and submit your questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/EDVA2026. We are furnishing proxy materials to our stockholders primarily over the Internet pursuant to the “notice and access” rules adopted by the U.S. Securities and Exchange Commission (“SEC”) under Rule 14a-16 of the Securities Exchange Act of 1934 (the “Exchange Act”). Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) is first being mailed to our stockholders on or about October 9, 2026, which is at least 40 calendar days before the date of the Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.