Endovia Health Sciences Enters Investor Agreement, Issues Convertible Note

What Happened

• Endovia Health Sciences, Inc. announced on September 18, 2026 that it entered a Letter Agreement with C/M Capital Master Fund, LP, the counterparty to its July 2, 2026 Exclusive License Agreement for CannEpil. Under the Letter Agreement the Investor committed to invest a minimum of $1.0 million to support regulatory, clinical planning and commercialization efforts.
• The Company closed the Investor’s initial investment of $510,000 in exchange for a secured convertible promissory note. Separately, Endovia reported sales of common stock under its previously disclosed equity line (ELOC) totaling $808,829.42 between August 31 and September 23, 2026.

Key Details

• Initial investment: $510,000 gross proceeds; Note principal reported as $576,271 after an original issue discount of $66,271.
• Note terms: convertible into common stock at the lower of (i) $1.75 per share or (ii) $0.01 above the closing sale price on conversion date; matures September 18, 2027; no interest unless default (then 7% per annum); prepayable without penalty.
• Mandatory prepayment: Note is subject to mandatory prepayments equal to 30% of gross proceeds from future securities issuances under the Company’s Sept 19, 2025 ELOC Agreement.
• Equity line activity: 3,629,250 shares issued to the Investor from Aug 31–Sep 23, 2026 for total gross proceeds of $808,829.42; the Investor’s resale of those shares is registered on the Company’s Form S-1 (File No. 333-298112), effective Aug 24, 2026.

Why It Matters

• This filing shows a near-term financing push: an initial $510k convertible note plus roughly $809k already raised under the equity line provides cash to support Endovia’s CannEpil regulatory and clinical planning efforts.
• Investors should note potential dilution risk from the convertible note (conversion priced at the lower of $1.75 or market+ $0.01) and the outstanding equity line sales that have already issued millions of shares.
• The note is short-term (matures 9/18/2027) and accrues interest only upon default, and it contains mandatory repayment ties to future equity raises (30% prepayment), which may affect how future financings impact the company’s cash position and capitalization.