aibioEndovia Health Sciences raises equity line ceiling to $135 million
Tickers EDVA
An addendum with C/M Capital Master Fund lifts the facility's maximum commitment from $35 million to $135 million. The filing does not say how much stock has been sold under it.
Key facts
- Company
- Endovia Health Sciences, Inc. (AMEX: EDVA)
- News type
- Financings
- Primary source
- Endovia Health Sciences (SEC Form 8-K)
The addendum
Endovia Health Sciences, Inc. (NYSE American: EDVA) entered into an addendum on October 22, 2026 to a securities purchase agreement dated September 19, 2025. The agreement sets up an equity line of credit, under which the investor buys shares as the company sells them over time. The addendum raises the total maximum commitment from $35 million to $135 million, inclusive of sales already made under the original agreement. The company disclosed the change in a Form 8-K signed on October 27, 2026. The 8-K says the addendum also sets updated terms for sales beyond the initial 10,875,000 shares of common stock sold and issued under the agreement. It does not describe those terms; the full text is filed as Exhibit 10.1. Nothing in the 8-K says how many shares have been sold, or how much cash has come in, under the facility to date.
Who is named, and who is not
The 8-K names C/M Capital Master Fund, LP as the counterparty to the addendum. Brady Cobb, the company's interim chief executive officer, signed the report. The 8-K does not name a placement agent, financial adviser, lender or counsel for the transaction. The original agreement was first filed as Exhibit 10.3 to a Form 8-K on September 25, 2025.
Why the company needs the line
The 2025 annual report, filed April 15, 2026, says the company did not generate revenue from February 2025 until March 2026, when it delivered tequila. Its beverage operations have historically not been profitable, and management looked at strategic alternatives inside and outside the beverage industry because of a lack of capital. The company's reported revenue was $73,066 for 2025, against $801,273 for 2024. The company reported a net loss of $25.2 million for 2025, against $23.8 million for 2024. Cash used in operations was $4.8 million in 2025, down from $7.3 million in 2024. Cash and cash equivalents were $13,789 at December 31, 2024 and $281,435 at December 31, 2025, and $242,702 at June 30, 2026, according to the June quarterly report. The annual report puts the stockholders' deficit at $15,300,828 at December 31, 2025, after the company derecognized $20 million of stockholders' equity when it rescinded a June 2025 acquisition of water rights in Costa Rica. NYSE American requires at least $6 million in stockholders' equity. The annual report says the company is seeking to meet with exchange staff as soon as possible, and it states that there is no assurance the exchange will allow the common stock to stay listed. The risk is therefore on the record in the company's own filing, and the October 8-K does not mention it.
The Medterra plan
The company's main plan, as the annual report describes it, is an acquisition of Medterra CBD, LLC, a manufacturer of cannabinoid wellness products. A letter of intent was signed on March 4, 2026. The proposed enterprise value of Medterra is $37.6 million, or about 54.4 million shares of common stock. The company would have to raise capital to pay off Medterra's debt of approximately $10.4 million and to deliver about $10,000,000 in cash to cover the debt and the income taxes of Medterra's equity holders. Series X and X-1 preferred shares would convert at $0.50 per share. The annual report said the company expected to close in May 2026, but it also said the effort to make the deal tax-free for Medterra's equity holders would delay closing until late 2026. As of the annual report, no definitive agreement had been signed. The October 8-K does not mention Medterra and does not update that timetable. Nor does the filing say whether the financing being expanded is meant to fund the acquisition, the beverage business or the company's operating losses. The annual report also sets out a beverage plan. Chispo tequila was named the house tequila for Senor Frog's locations in Florida, the Bahamas and Mexico, announced in January 2026. The annual report estimates the company will initially require $3,000,000 for the Chispo brand and for general and administrative expenses over the next 12 months, and it expects to need approximately $500,000 in new financing to implement the Chispo business.