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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):
October 15, 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 October 15, 2026, Endovia Health Sciences, a Nevada
corporation (the “Company”) entered into a letter agreement (the “Letter Agreement”) with C/M Capital Master Fund,
LP (the “Investor”) pursuant to which parties agreed to amend that certain Securities Purchase Agreement dated September 19,
2025 (the “Purchase Agreement”) entered into between the parties establishing an equity line of credit facility, to increase
the beneficial ownership limitation percentage set forth in the Purchase Agreement from 4.99% to 9.99%, effective immediately. The parties
also waived the notice requirements set forth in the Purchase Agreement, and all other provisions set forth in the Purchase Agreement,
to the extent such provisions are inconsistent with Letter Agreement.
The Purchase Agreement was originally filed as Exhibit
10.3 to the Company’s Current Report on Form 8-K filed on September 25, 2025. The Investor’s resales of shares under the Purchase
Agreement are registered on the Company’s registration statement on Form S-1 (File No. 333-298112), which was declared effective
on August 24, 2026 (the “Registration Statement”). The information contained in this Current Report on Form 8-K is incorporated
by reference into, and updates and supersedes the applicable information set forth in, the Registration Statement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
|
Description |
| 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: October 15, 2026 |
By: |
/s/ Brady Cobb |
| |
Name: |
Brady Cobb |
| |
Title: |
Interim Chief Executive Officer |
