The special meeting on December 7, 2026 is a binary event. If all proposals pass, massive dilution is authorized but not guaranteed to raise sufficient capital given the $0.10 floor and NYSE American delisting risk. If any proposal fails, the company states it likely cannot raise capital and may face delisting or insolvency. The stock is trading near the $0.10 immediate-delisting threshold with no reverse split available until March 28, 2027. Monitor the vote outcome and any subsequent NYSE American delisting notice.
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Executive Summary
Endovia Health Sciences is seeking stockholder approval at a December 7, 2026 special meeting for five proposals: (1) issuing up to 12,683,908 shares upon conversion of Series D preferred and a $576,271 convertible note tied to a CannEpil license; (2) issuing up to 20,000,000 shares under an expanded ELOC agreement with C/M Capital (total commitment $135M); (3) increasing authorized common shares from 100M to 800M; (4) authorizing a reverse stock split (1:2 to 1:49) at the Board's discretion; and (5) adjourning the meeting if needed. The company has a $2M market cap, is under a NYSE American compliance plan until January 29, 2027 for negative stockholders' equity, and faces imminent delisting risk if its stock price falls below $0.10. All proposals are massively dilutive and reflect a company in severe financial distress.
Key Facts
- Market cap is $2M with only 11,412,554 shares outstanding as of the October 30, 2026 record date.
- Proposal 1 seeks approval to issue up to 12,683,908 shares upon conversion of Series D preferred (stated value $5.5M) and a $576,271 convertible note, both issued for the CannEpil license.
- Proposal 2 seeks approval to issue up to 20,000,000 shares under an ELOC agreement expanded to a total $135M commitment from C/M Capital; the estimated maximum shares issuable under the ELOC is 1,000,000,000 shares at the $0.10 floor price.
- Proposal 3 would increase authorized common shares from 100,000,000 to 800,000,000.
- Proposal 4 authorizes a reverse stock split (1:2 to 1:49) at the Board's discretion, but NYSE American rules bar implementation until March 28, 2027.
- The company is under a NYSE American compliance plan until January 29, 2027 to restore stockholders' equity above $6M.
- Trading was halted on July 16, 2026 when the stock fell below $0.10; a 1:4 reverse split on July 24, 2026 lifted the halt, but the stock is again near the $0.10 minimum.
- From July 1 to October 22, 2026, the company sold 7,173,012 shares under the ELOC for gross proceeds of $2,299,568 (average ~$0.32/share).
- The company's market cap has been below $5M for more than 30 consecutive trading days, triggering a proposed NYSE American rule change for immediate delisting in July 2027.
- Officers and directors as a group own 8.0% of outstanding shares (986,250 shares), all via vested stock options granted June 8, 2026.
Financial Impact
Potential dilution of up to 1,012,683,908 new shares (Proposals 1+2 combined maximum) against 11,412,554 shares outstanding, representing ~8,875% dilution at the maximum. The ELOC alone could issue up to 1,000,000,000 shares at the $0.10 floor. The company has already sold 7,173,012 shares for $2.3M in 2026.
Risk Factors
- Immediate delisting if stock price falls below $0.10 before March 28, 2027 (no reverse split available until then).
- Massive dilution: up to 1 billion shares issuable under the ELOC alone, which would crush existing holders.
- NYSE American compliance plan expires January 29, 2027; failure to restore equity above $6M triggers delisting proceedings.
- Proposed NYSE American rule change in July 2027 would delist companies with average market cap below $5M over 30 days; the company already meets this threshold.
- The company states it cannot raise capital from conventional lenders and is entirely dependent on stockholder approval of these proposals.
- Former CFO William Devereux holds disputed warrants for 250,000 shares that the Board cancelled but he did not agree to; litigation risk.
Market Snapshot
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001731122-26-001390 |
| Document: 0001731122-26-001390-index-headers.html | 0001731122-26-001390 |
| Document: 0001731122-26-001390-index.html | 0001731122-26-001390 |
| Document: 0001731122-26-001390.txt | 0001731122-26-001390 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Nov 4, 2026 today | EFFECT | $0.1860 | awaiting T+20 | awaiting T+20 | $0.1830 (+1.61%) |
Nov 2, 2026 1d ago | DEF 14A | $0.1735 | awaiting T+20 | awaiting T+20 | $0.1830 (−5.48%) |
Oct 27, 2026 7d ago | S-1 | $0.1695 | awaiting T+20 | awaiting T+20 | $0.1830 (−7.96%) |
Oct 27, 2026 7d ago | 8-K | $0.1695 | awaiting T+20 | awaiting T+20 | $0.1830 (−7.96%) |
Oct 22, 2026 12d ago | SC 13G | $0.1600 | awaiting T+20 | awaiting T+20 | $0.1830 (+14.37%) |
Oct 15, 2026 19d ago | 8-K | $0.1460 | awaiting T+20 | awaiting T+20 | $0.1830 (−25.34%) |
Oct 6, 2026 28d ago | 8-K | $0.1650 | awaiting T+20 | awaiting T+20 | $0.1830 (−10.91%) |
Oct 5, 2026 29d ago | DEF 14A | $0.1679 $0.1795 | ▼ −6.91% | ▼ −10.08% | $0.1830 (−8.99%) |
Oct 5, 2026 29d ago | 8-K | $0.1680 $0.1840 | ▲ +9.52% | ▲ +12.43% | $0.1830 (+8.93%) |
Aug 31, 2026 9w ago | 8-K | $0.2954 $0.1757 | ▼ −40.52% | ▼ −40.84% | $0.1830 (−38.05%) |
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