Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On September 30, 2026, Endovia Health Sciences, Inc. (the "Company") sold and issued a total of 526,582 shares of common stock pursuant to that certain Securities Purchase Agreement dated September 19, 2025 with C/M Capital Master Fund, LP as purchaser (the "ELOC Agreement") for total gross proceeds of $81,830.84. The ELOC Agreement was previously disclosed in the Company's Current Report on Form 8-K filed on September 25, 2025. To the extent such sales are deemed to be unregistered, the sales were made pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The purchaser's resales of the shares were registered on the Company's registration statement on Form S-1 (File No. 333-298112), effective August 24, 2026.