aibioEndovia closes $510,000 secured convertible note from C/M Capital
Tickers EDVA
C/M Capital Master Fund, LP is the investor. The $510,000 note converts at the lower of $1.75 and $0.01 above the closing price, and the company had $242,702 in cash and cash equivalents at June 30, 2026.
Key facts
- Company
- Endovia Health Sciences, Inc. (AMEX: EDVA)
- News type
- Debt Financing
- Primary source
- Endovia Health Sciences, Inc. Form 8-K (2026-09-24)
The note and its terms
Endovia Health Sciences, Inc. closed an initial investment of $510,000 from C/M Capital Master Fund, LP on September 18, 2026, under a letter agreement of the same date. The company issued the investor a secured convertible promissory note. 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 converts into common stock at the lower of $1.75 a share and $0.01 above the closing sale price on the date of conversion. It matures September 18, 2027. It bears no interest unless an event of default occurs, in which case interest accrues at 7% a year. The company may prepay it without premium or penalty.
The note also requires mandatory prepayments of 30% of gross proceeds from securities sold under a separate equity line with the same investor, dated September 19, 2025.
The investor's commitment and the license
C/M Capital is a counterparty to an Exclusive License Agreement with the company dated July 2, 2026, as amended. Under the letter agreement, the investor committed to invest at least $1 million to support regulatory advancement, clinical development planning and commercialization of CannEpil. The initial $510,000 is part of that commitment, and the filing does not say when the rest will arrive.
Equity line sales
The 8-K also reports that from August 31 through September 23, 2026, the company sold 3,629,250 shares to the investor under the equity line, for gross proceeds of $808,829.42. The investor's resales were registered on a Form S-1 effective August 24, 2026.
The 8-K names no placement agent, financial advisor or counsel. Brady Cobb, interim chief executive officer, signed the report.
The proposed Medterra acquisition
The 10-K, which refers to the company by its earlier name, Splash, describes a non-binding letter of intent signed March 4, 2026 with Medterra CBD, LLC, a cannabinoid wellness manufacturer. As of the 10-K, there was no definitive agreement.
The proposed terms put Medterra's enterprise value at $37.6 million, or about 54.4 million shares of common stock. The company must also raise capital to pay off Medterra's debt of about $10.4 million, and it would pay about $10,000,000 in cash to extinguish that debt and cover the income taxes of Medterra's equity holders. At closing, Medterra investors would receive up to 19.99% of the company's common stock, with the rest in Series X and X-1 convertible preferred stock convertible at $0.50 a share.
The 10-K says that making the deal tax-free for Medterra's equity holders would delay the closing until late 2026, and that the company has agreed to pay extra cash to cover those investors' taxes. Another passage in the same document still expects a May 2026 close.
Listing and stockholders' equity
The company rescinded a June 2025 acquisition of water rights in Costa Rica, and it derecognized $20 million of stockholders' equity as a result. That produced a stockholders' deficit of $15,300,828 at December 31, 2025. NYSE American rules require at least $6 million of stockholders' equity. The 10-K says the company is seeking to meet NYSE American staff and that there is no assurance the exchange will allow the listing to continue.
The money
The annual report figures show revenue of $73,066 for 2025, down from $801,273 for 2024. The net loss was $25.2 million in 2025, against $23.8 million in 2024. Cash used in operations was $4.8 million in 2025 and $7.3 million in 2024.
Year-end cash and cash equivalents were $281,435 for 2025, according to a 10-Q filed August 19, 2026, and $13,789 for 2024. At June 30, 2026, cash and cash equivalents were $242,702.
Cash at mid-2026 was far below the $4.8 million used in operations in 2025.
What comes next
The 10-K says the company will initially need $3,000,000 for the Chispo tequila brand and general administrative expenses over the next 12 months, and about $500,000 in new financing to implement the Chispo distribution business. The 10-K says the Medterra closing depends on the company raising the necessary capital and on a definitive agreement.