Endovia Health Sciences, Inc.

PROPOSAL 4

REVERSE SPLIT PROPOSAL

Overview

The Board has determined that it is advisable and in the best interests of the Company and its stockholders, for the Company to have the ability to amend its Charter (the “Reverse Split Amendment”) 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) (the “Approved Split Ratios”), to be determined by the Board (the “Reverse Split”). A vote for this Proposal 4 will constitute approval of the Reverse Split that, if and when authorized by the Board and effected by filing the Reverse Split Amendment with the Secretary of State of the State of Nevada, will combine between two and 49 shares of our common stock into one share of our common stock. Fractional shares will treated as described under “Treatment of Fractional Shares” below, subject to the determination and discretion of the Board.

If implemented, the Reverse Split will have the effect of decreasing the number of shares of our common stock issued and outstanding. Because the number of authorized shares of our common stock will not be reduced in connection with the Reverse Split, the Reverse Split will result in an effective increase in the authorized number of shares of our common stock available for issuance in the future, which would be in addition to the increase in our authorized common stock which would result from the amendment described under Proposal 3.

Background and Purpose

The Board approved and recommended seeking stockholder approval of the Reverse Split Amendment in order to facilitate the process of effecting the Reverse Split in a timely manner in an effort to maintain compliance with NYSE American continued listing requirements, particularly minimum bid price requirements imposed thereby. Specifically, Section 1003 of the NYSE American Company Guide provides that if the Company’s stock price trades at a “low price per share,” the NYSE American will delist our common stock without a compliance period or opportunity to cure. The NYSE American presently considers $0.10 per share to be a low stock price resulting in immediate delisting. Beginning in late May our stock price traded below $0.20 per share and has declined gradually over the course of the year from $0.741 on January 2. On July 16, 2026, the Company was notified by the Staff of the NYSE that the NYSE had halted trading of the Company’s Common Stock due to its trading below $0.10 per share. At the time trading was halted, the last trading price was $0.0936. The halt was lifted upon the effectiveness of a 1:4 reverse stock split and trading commenced when the market opened on July 27, 2026. That prior reverse stock split that we effected was a “proportionate” reverse stock split in which both the outstanding shares and the authorized shares of our Common Stock are proportionately reduced by a ratio of one-to-four. If our stock price falls below $0.10 in the future, we will be subject to delisting. Additionally, NYSE American rule changes which take effect in July 2027 impose more stringent continued listing requirements than those currently in effect and increase the minimum “low price per share” described above from $0.10 to $0.25. We have been below this threshold and may therefore become subject to delisting in the future if and when these proposed rule changes take effect.

Additionally, NYSE American rules also provide that we may not implement multiple reverse stock splits within a two-year period if the total combined reverse stock split ratio is equal to or greater than 1:200. Due to our prior reverse stock splits at the ratios of 1:40 on March 28, 2025 and 1:4 on July 24, 2026, we cannot implement another reverse stock split until March 28, 2027. Therefore, even if we obtain approval from the stockholders for this Proposal 4, if our stock price falls below $0.10 before March 28, 2027, when we can implement the Reverse Split, we will be subject to delisting.

Delisting could adversely affect the liquidity of our common stock since alternatives, such as the OTC Bulletin Board and the pink sheets, are generally considered to be less efficient markets. An investor likely would find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter market. Many investors likely would not buy or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or for other reasons. Subject to the foregoing, the Board believes that the Reverse Split is a potentially effective means for us to increase the per share market price of our common stock and to avoid, or at least mitigate, the likely adverse consequences of our common stock being delisted from the NYSE American by producing the immediate effect of increasing the bid price of our common stock.

Accordingly, stockholders are asked to approve the Reverse Split Amendment set forth in Annex B to effect the Reverse Split consistent with those terms set forth in this Proposal 4, and to grant authorization to the Board to determine, in its sole discretion, whether or not to implement the Reverse Split, as well as its specific ratio within the range of the Approved Split Ratios. The text of Annex B remains subject to modification to include such changes as may be required by the Secretary of State of the State of Nevada and as the Board deems necessary or advisable to implement the Reverse Split.

If approved by our stockholders, the Reverse Split would be applied at an Approved Split Ratio selected by the Board prior to the one-year anniversary date of the Special Meeting and would become effective upon the time specified in the Reverse Split Amendment as filed with the Secretary of State of the State of Nevada. The Board reserves the right to elect to abandon the Reverse Split if it determines, in its sole discretion, that the Reverse Split is no longer in the best interests of us and our stockholders. Subject to approval of the Reverse Split Amendment through the approval of the Reverse Split, no further action on the part of our stockholders will be required to either implement or abandon the reverse stock split.

We have no specific plan, commitment, arrangement, understanding or agreement, either oral or written, regarding the issuance of common stock subsequent to this proposed increase in the number of authorized shares at this time, and we have not allocated any specific portion of the proposed increase in the authorized number of shares to any particular purpose. However, we have in the past conducted certain public and private offerings of common stock and warrants, and we will continue to require additional capital in the near future to fund our operations. As a result, it is foreseeable that we will seek to issue such additional shares of common stock in connection with any such capital raising activities, or any of the other activities described above. The Board does not intend to issue any common stock or securities convertible into common stock except on terms that the Board deems to be in the best interests of the Company and its stockholders. Any such issuances will be subject to applicable law, including NYSE American listing rules.

Risks of the Proposed Reverse Split

We cannot assure you that the proposed Reverse Split will increase the price of our common stock and have the desired effect of maintaining compliance with NYSE American.

We cannot assure you that, even if approved, the Reverse Split will allow us to maintain our listing on the NYSE American. For example, as described above, if our stock price falls below $0.10 before March 28, 2027, when we can first implement a Reverse Split in accordance with NYSE American rules, we will be immediately delisted. If the Reverse Split is implemented before out stock price falls below the $0.10 threshold, the Board expects that it will increase the market price of our common stock and if necessary, enable us to maintain compliance with the NYSE American price per share requirements. However, the effect of the Reverse Split upon the market price of our common stock cannot be predicted with any certainty, and the history of similar stock splits for companies in like circumstances is varied. It is possible that (i) the per share price of our common stock after the Reverse Split will not rise in proportion to the reduction in the number of shares of our common stock outstanding resulting from the Reverse Split, (ii) the market price per post-Reverse Split share may not remain in excess of a low price per share for a sustained period of time, or (iii) the Reverse Split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. For example, following our prior reverse stock split at the ratio of 1:4 in July 2026, our stock price subsequently declined again and is now near the $0.10 minimum price threshold.

Even if the Reverse Split is implemented prior to a delisting event, the market price of our common stock may decrease due to factors unrelated to the Reverse Split. In any case, the market price of our common stock will be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the Reverse Split is consummated and the trading price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Split.

A decline in the market price of our common stock after the Reverse Split is implemented may result in a greater percentage decline than would occur in the absence of a reverse stock split.

If the Reverse Split is implemented and the market price of our common stock declines, the percentage decline may be greater than would occur in the absence of a reverse stock split. The market price of our common stock will, however, also be based upon our performance and other factors, which are unrelated to the number of shares of common stock outstanding.

The proposed Reverse Split may decrease the liquidity of our common stock.

The liquidity of our common stock may be harmed by the proposed Reverse Split given the reduced number of shares of common stock that would be outstanding after the Reverse Split, particularly if the stock price does not increase as a result of the Reverse Split.

Principal Effects of the Reverse Split

After the effective date of the proposed Reverse Split, each stockholder will own a reduced number of shares of common stock proportionate with the ratio selected by the Board. Except for adjustments that may result from the treatment of fractional shares as described below under “Treatment of Fractional Shares”, the proposed Reverse Split will affect all stockholders uniformly and will not affect any stockholder’s percentage of ownership interest in the Company.

Shares of common stock after the Reverse Split will be fully paid and non-assessable. The amendment will not change any of the other terms of our common stock. Following the Reverse Split, the shares of common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the shares of common stock prior to the Reverse Split. Following the Reverse Split, we will continue to be subject to the reporting requirements of the Exchange Act.

Treatment of Fractional Shares

No fractional shares of common stock will be issued as a result of the Reverse Split. It is expected that in lieu of issuing any fractional shares, any fractional shares will instead be rounded up to the next whole number as to each record holder of common stock and will be rounded down as to each beneficial stockholder. The ownership of a fractional share interest following a reverse stock split will not give the holder any voting, dividend or other rights as to the fractional portion, except for record holders to receive one whole share (with fractional shares being rounded up to the next whole number).

Notwithstanding the foregoing, by approving this Proposal 4, the stockholders are also authorizing the Board to review and determine the appropriate treatment of fractional shares in connection with the Reverse Split, if and when it is effected.

No Appraisal Rights

Our stockholders are not entitled to dissenters’ or appraisal rights under Chapter 78 of the Nevada Revised Statutes with respect to this Proposal 4 and we will not independently provide our stockholders with any such right if the Reverse Split is implemented.

No Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares of common stock following the proposed Reverse Split, our Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 under the Exchange Act.

Procedure for Implementing the Reverse Split

The Reverse Split would become effective upon the filing with the Nevada Secretary of State of a Reverse Split Amendment as of the time of filing or such other time set forth in the Reverse Split Amendment (the “Effective Time”), as determined by our Board. Additionally, the Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Split if, at any time prior to the filing of the Reverse Split Amendment, the Board, in its sole discretion, determines that it is no longer in the best interest of the Company and the stockholders to effect the Reverse Split. Beginning at the Effective Time, each certificate representing shares of common stock will be deemed for all corporate purposes to evidence ownership of the number of whole shares into which the shares previously represented by the certificate were combined pursuant to the Reverse Split.

After the Effective Time, our Common Stock may be issued a new Committee on Uniform Securities Identification Procedures (“CUSIP”) number, which is the number used to identify our equity securities. If applicable, stock certificates with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following the procedures described below.

Effect on Beneficial Owners of Common Stock

Upon the implementation of the Reverse Split, except with respect to fractional shares as described above under “Treatment of Fractional Shares,” we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee in the same manner as registered stockholders whose shares are registered in their names with VStock Transfer, LLC, the Company’s transfer agent. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures for processing the Reverse Split. Stockholders who hold our common stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

Effect on Registered “Book-Entry” Holders of Common Stock

Certain registered holders of our common stock may hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their common stock ownership. Such stockholders are, however, provided with a statement reflecting the number of shares registered in their accounts. Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action. The Reverse Split will automatically be reflected in the transfer agent’s records and on their next statement.

Exchange of Stock Certificates

We expect that our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates for record holders (i.e., stockholders who hold their shares directly in their own name and not through a broker) in connection with the Reverse Split. As soon as practicable after the filing of the Reverse Split Amendment, registered holders of certificated pre-Reverse Split shares may be asked to surrender to the transfer agent certificates representing pre-Reverse Split shares in exchange for a book entry with the transfer agent or certificates representing post-Reverse Split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us. No new stock certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the transfer agent.

For street name holders of pre-Reverse Split shares (i.e., stockholders who hold their shares through a broker), your broker will make the appropriate adjustment to the number of shares held in your account following the Effective Time.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Certain Federal Income Tax Consequences

Each stockholder is advised to consult their own tax advisor as the following discussion may be limited, modified or not apply based on your particular situation.

The following discussion of the material U.S. federal income tax consequences of the Reverse Split is based on the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated under the Code, Internal Revenue Service (“IRS”) rulings and pronouncements and judicial decisions now in effect. Those legal authorities are subject to change at any time by legislative, judicial or administrative action, possibly with retroactive effect to the Reverse Split. No ruling from the IRS with respect to the matters discussed below has been requested, and there is no assurance that the IRS or a court would agree with the conclusions set forth in this discussion.

The following discussion assumes that the pre-split shares of common stock were, and post-split shares will be, held as “capital assets” as defined in the Code. This discussion may not address certain U.S. federal income tax consequences that may be relevant to particular stockholders in light of their specific circumstances or to certain types of stockholders (like dealers in securities, insurance companies, foreign individuals and entities, financial institutions and tax-exempt entities) that may be subject to special treatment under the U.S. federal income tax laws. This discussion also does not address any tax consequences under state, local or foreign laws.

PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

We will not recognize any gain or loss for U.S. federal income tax purposes as a result of the Reverse Split.

A stockholder will not recognize gain or loss for U.S. federal income tax purposes on the exchange of pre-Reverse Split shares of our common stock for post-Reverse Split shares of our common stock in the Reverse Split. A stockholder’s aggregate tax basis in the post-Reverse Split shares of our common stock the stockholder receives in the Reverse Split will be the same as the stockholder’s aggregate tax basis in the pre-Reverse Split shares of our common stock the stockholder surrenders in exchange therefor. A stockholder’s holding period for the post-Reverse Split shares of our common stock the stockholder receives in the Reverse Split will include the stockholder’s holding period for the pre-Reverse Split shares of our common stock the stockholder surrenders in exchange therefor. Stockholders who have different bases or holding periods for pre-Reverse Split shares of our common stock should consult their tax advisors regarding their bases or holding periods in their post-Reverse Split common stock.

Anti-Takeover Effects of the Reverse Split

The effective increase in our authorized and unissued shares of common stock and reduction of our outstanding common stock resulting from the Reverse Split could potentially be used by our Board to thwart a takeover attempt. The overall effects of this might be to discourage, or make it more difficult to engage in, a merger, tender offer or proxy contest, or the acquisition or assumption of control by a holder of a large block of our securities and the removal of incumbent management. The Reverse Split could make it more difficult to accomplish a merger or similar transaction, even if such transaction is beneficial to the stockholders. The Board might use the additional shares to resist or frustrate, by issuing additional shares of common stock, a third-party takeover effort favored by a majority of the independent stockholders that would provide an above-market premium. The Reverse Split is not the result of the Board’s or management’s knowledge of an effort to accumulate the Company’s securities or to obtain control of the Company by means of a merger, tender offer, solicitation or otherwise.

• *The affirmative vote of a majority of the votes cast on the proposal is required to approve this Proposal 4.

The Board Unanimously Recommends a Vote “FOR” This Proposal 4.