Endovia Health Sciences, Inc.
For the period ended Nov 2, 2026. Filed Nov 2, 2026.
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Nov 2, 2026 · Filed Nov 2, 2026
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Contents
Annex B – Form of Reverse Split Amendment
ANNEX B
FORM OF AMENDMENT
CERTIFICATE OF AMENDMENT TO ARTICLES OF
INCORPORATION OF ENDOVIA HEALTH SCIENCES, INC.
Endovia Health Sciences, Inc. (the “Corporation”), a corporation organized and existing under the Revised Statutes of the State of Nevada (the “Nevada Revised Statutes”), hereby certifies as follows:
Pursuant to Sections 78.385 and 78.390 of the Nevada Revised Statutes, the amendment herein has been duly approved by the Board of Directors and the holders of the majority of the outstanding voting power of the Corporation.
Article IV of the Articles of Incorporation, as amended, is hereby amended to add the following paragraph:
“At _______, Eastern Time, on _________, 202 (the “Effective Time”), each [] () shares of common stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of common stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. To the extent that any stockholder shall be deemed after the Effective Time as a result of this Certificate of Amendment to own a fractional share of common stock, such fractional share resulting from the Reverse Stock Split shall be rounded up to the nearest whole share as to each record holder of common stock, and will be rounded down as to each beneficial stockholder. Each certificate that immediately prior to the Effective Time represented shares of common stock (“Old Certificates”), shall, automatically and without the necessity of presenting the same for exchange, thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
- This Certificate of Amendment to the Articles of Incorporation was duly adopted and approved by the Board of Directors of the Corporation on the th day of [] 202_ and the stockholders of the Corporation on the th day of [] 202_ in accordance with Sections 78.385 and 78.390 of the Nevada Revised Statutes.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Articles of Incorporation as of the ___ day of ________202.
/s/
Name:
Title:
| ENDOVIA HEALTH SCIENCES, INC. 1112 N. Flagler Drive, Ft. Lauderdale, FL 33304 | VOTE BY INTERNET - www.proxyvote.com Before The Meeting – Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on December 6, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
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| DURING THE MEETING– Go to www.virtualshareholdermeeting.com/EDVA2026SM. You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow instructions. | |
VOTE BY PHONE – 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on December 6, 2026. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | KEEP THIS PORTION FOR YOUR RECORDS |
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| — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —— — — | |
| DETACH AND RETURN THIS PORTION ONLY | |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| The Board of Directors recommends you vote “FOR” Proposals 1, 2, 3, 4, and 5. | For | Against | Abstain | ||
| 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 and a convertible promissory note in the original principal amount of $576,271 issued on September 18, 2026 which were issued in connection with that certain Exclusive License Agreement dated July 6, 2026. | [ ] | [ ] | [ ] | |
| 2) | Approve, in accordance with the NYSE American Company Guide Section 713 and Section 712, the initial issuance of shares 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 (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. | [ ] | [ ] | [ ] | |
| 3) | Approve an amendment to our Articles of Incorporation, as amended, to increase the number of the Company’s authorized shares of common stock to 800,000,000 shares. | [ ] | [ ] | [ ] | |
| 4) | Approve an amendment to our Articles of Incorporation, as amended, at the discretion of the board of directors, to effect a reverse stock split of our issued and outstanding shares of common stock, 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. | [ ] | [ ] | [ ] | |
| 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. | [ ] | [ ] | [ ] |
NOTE: Transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
**The Proxy Statement is
available atwww.proxyvote.com.
Special Meeting of Stockholders
December 7, 2026 10:00 AM, ET
This proxy is solicited on behalf of the Board of Directors
The stockholder(s) hereby appoint(s) Brady Cobb and Martin Scott, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of ENDOVIA HEALTH SCIENCES, INC. that the stockholder(s) is/are entitled to vote at the Special Meeting of Stockholders to be held at 10:00 AM, ET on December 7, 2026, virtually via live webcast on the Internet, and any adjournment or postponement thereof. No in-person meeting will be held.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
Continued and to be signed on reverse side
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