Endovia Health Sciences, Inc.
For the period ended Nov 2, 2026. Filed Nov 2, 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.
Nov 2, 2026 · Filed Nov 2, 2026
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DEF 14A 1 e8029_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 |
(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): | |
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| ☒ | 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 SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 7, 2026
To the Stockholders of Endovia Health Sciences, Inc.,
You are cordially invited to attend the 2026 Special Meeting of Stockholders (the “Special Meeting”) of Endovia Health Sciences, Inc. (the “Company”) to be held in a virtual-only meeting format via live webcast on the Internet on December 7, 2026, at 10:00 AM, Eastern Time. No in-person meeting will be held. At the Special Meeting you will be asked to vote on the following matters:
| 1. | Approve, in accordance with the NYSE American Company Guide Section 713 and Section 712, the issuance of 12,683,908 shares of common stock in excess of 19.99% of the shares of common stock outstanding as of July 6, 2026 (the “Exchange Cap”), pursuant to outstanding Series D convertible preferred stock (the “Series D”) and a convertible promissory note in the original principal amount of $576,271 issued on September 18, 2026 (the “Note”) which were issued in connection with that certain Exclusive License Agreement dated July 6, 2026 (the “License Agreement”); |
| 2. | Approve, in accordance with the NYSE American Company Guide Section 713, the initial issuance of up to 20,000,000 shares of the Company’s common stock pursuant to that certain securities purchase agreement dated September 19, 2025, as amended (the “ELOC Agreement”) with C/M Capital Master Fund, LP (“C/M” or the “Purchaser”), establishing an equity line of credit pursuant to which the Company may sell shares of common stock to the Purchaser from time to time in its discretion, in excess of and without giving effect to the Exchange Cap (the “ELOC Shares”);. |
| 3. | Approve an amendment to our Articles of Incorporation, as amended (the “Charter”), to increase the number of the Company’s authorized shares of common stock to 800,000,000 shares (the “Authorized Shares Amendment”); |
| 4. | Approve an amendment to our Charter, at the discretion of the board of directors (the “Board”), to effect a reverse stock split of our issued and outstanding shares of common stock (the “Reverse Split”), at a specific ratio, ranging from one-for-two (1:2) to one-for-49 (1:49), with the exact ratio to be determined by the Board (the “Reverse Split Proposal”); and |
| 5. | Approve an adjournment of the Special 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 Special Meeting to approve any of the proposals presented for a vote at the Special Meeting. |
We also will transact such other business as may properly come before the Special Meeting or any adjournments thereof.
Our Board of Directors has fixed the close of business on October 30, 2026 as the record date for a determination of the stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting
to Be Held on December 7, 2026
The Proxy Statement is available at www.proxyvote.com.
The Special Meeting will be accessible exclusively via live webcast and no in-person meeting will be held. You can attend our Special Meeting by joining www.virtualshareholdermeeting.com/EDVA2026SM. To be admitted to the Special Meeting, you must have the control number found on your proxy card or voting instruction form. We believe that hosting a virtual Special 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 Special Meeting in person.
Whether or not you expect to participate in the Special 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, 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 |
|---|---|
| November 4, 2026 | |
TABLE OF CONTENTS
| Page | |
|---|---|
| Questions and Answers Regarding the Special Meeting | 4 |
| Proposal 1. Approval of the Issuance of Common Stock Issuable Under Series D and Note | 12 |
| Proposal 2 Approval of the Issuance of Common Stock Issuable Under the ELOC Agreement | 15 |
| Proposal 3. Approval of the Authorized Shares Amendment | 19 |
| Proposal 4. Approval of the Reverse Split | 23 |
| Proposal 5. Adjournment | 28 |
| Principal Stockholders | 29 |
| Other Matters | 31 |
| Annex A – Form of Authorized Shares Amendment | 32 |
| Annex B – Form of Reverse Split Amendment | 33 |
Stockholders Should Read the Entire Proxy Statement Carefully Prior to Returning Their Proxies
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors (“Board”) of Endovia Health Sciences, Inc. for use at our 2026 Special Meeting of stockholders (“Special Meeting”) to be held in a virtual-only (online) meeting format via live webcast on the Internet on December 7, 2026, at 10:00 AM Eastern Time. The Special Meeting will be a virtual meeting via live webcast and no in-person meeting will be held. You will be able to attend the Special Meeting and vote your shares during the Special Meeting by visitingwww.virtualshareholdermeeting.com/EDVA2026SM. These proxy materials are first being mailed to our stockholders on or about November 5, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.