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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 18, 2026
ENDOVIA
HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-40471 |
|
34-1720075 |
|
(State or other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
1112 N. Flagler Drive
Fort Lauderdale, Florida |
|
33304 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (954) 648-7238
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of
the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.001 par value |
|
EDVA |
|
NYSE American LLC |
Item 1.01 Entry into a Material Definitive Agreement.
On September 18, 2026, Endovia Health Sciences, a
Nevada corporation (the “Company”) entered into an agreement (the “Letter Agreement”) with C/M Capital Master
Fund, LP (the “Investor”) pursuant to which the Investor as a counterparty to that certain Exclusive License Agreement dated
July 2, 2026, as amended, committed to invest a minimum of $1 million in the Company to support its regulatory advancement, clinical development
planning and commercialization of CannEpil® (the “License Agreement”). Pursuant to the Letter Agreement, the Company has
closed the Investor’s initial investment of $510,000 in exchange for a secured convertible promissory note (the “Note”).
A copy of the License Agreement was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 6,
2026.
The Note has a principal amount of $576,271, net of
an original issue discount of $66,271, in exchange for gross proceeds of $510,000. The Note is convertible into shares of the Company’s
Common Stock at a conversion price equal to the lower of (i) $1.75 per share and (ii) $0.01 above the closing sale price on the date of
conversion. The Note matures on September 18, 2027, and bears no interest absent an event of default, whereupon interest accrues at a
rate of 7% per annum. The Company may prepay the Note at any time and from time to time, in whole or in part, without premium or penalty.
In addition, the Note is subject to mandatory prepayments
of 30% of from gross proceeds received by the Company from the issuance of securities pursuant to that certain Securities Purchase Agreement
dated September 19, 2025 establishing an equity line of credit facility between the Company and the Investor (the “ELOC Agreement”).
A copy of the ELOC Agreement was previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September
25, 2025.
The foregoing descriptions of the terms of the Letter
Agreement and the Note and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by
reference to the full text of such agreements, copies of which are incorporated by reference as set forth in Exhibits 4.1 and 10.1 of
this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
From August 31, 2026 through September 23, 2026, the
Company sold and issued a total of 3,629,250 shares of common stock to the Investor pursuant to the ELOC Agreement for total gross proceeds
of $808,829.42. The ELOC Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed on September 25, 2025.
To the extent such sales are deemed to be unregistered, the sales were made pursuant to the exemption from registration provided under
Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The Investor’s resales of the shares were
registered on the Company’s registration statement on Form S-1 (File No. 333-298112), effective August 24, 2026.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
|
Description |
| 4.1 |
|
Secured Convertible Promissory Note |
| 10.1 |
|
Letter Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
ENDOVIA HEALTH SCIENCES, INC. |
| |
|
|
| Date: September 24, 2026 |
By: |
/s/ Brady
Cobb |
| |
Name: |
Brady Cobb |
| |
Title: |
Interim Chief Executive Officer |
