Endovia Health Sciences Inc

Proposal 3 asks stockholders to provide a non-binding advisory approval of compensation paid to the Company’s named executive officers. The resolution covers the compensation tables and narrative disclosure presented under Item 402 of Regulation S-K. The vote is required by the SEC’s say-on-pay framework and does not directly approve or invalidate any individual compensation arrangement. It also does not overrule the Compensation Committee or Board, create additional fiduciary duties, or restrict future stockholder proposals concerning executive compensation. The Compensation Committee may nevertheless consider the voting outcome when reviewing future executive compensation arrangements. The filing presents this vote amid substantial equity-based compensation, including historical options and warrants and 2026 grants to current executives, although the proposal itself covers the named executive officers’ disclosed compensation. Approval requires a majority of votes cast, with abstentions treated effectively as votes against the proposal. The Board recommends voting FOR, indicating that it believes the disclosed executive compensation should receive stockholder endorsement.

Proposal 4 seeks approval of three material amendments to the Company’s 2025 Equity Incentive Plan. First, it would add 4,815,780 shares to the plan’s authorized reserve, in addition to shares generated by the existing formula and future evergreen increases. Second, it would create an Automatic Ownership Maintenance feature requiring formula-based RSU grants to Covered Persons so they collectively maintain 20% of the Company’s fully diluted shares outstanding. Third, it would authorize repricing certain June 2026 option grants, reducing their exercise price to $0.3551, the August 3, 2026 closing price. Management says the amendments are necessary under NYSE American rules because they materially alter the plan and are important to attracting, retaining, and motivating employees and directors during a strategic transformation. The Company is pursuing acquisitions or other transformational transactions in the cannabinoid wellness and pharmaceutical sectors and faces significant losses, negative cash flow, and a need for additional capital. The maintenance feature is not capped at a fixed share number and could produce substantial ongoing dilution as financings, acquisitions, conversions, exercises, or other events increase fully diluted shares. The filing expressly acknowledges that the mechanism may shift dilution to non-Covered Persons, reduce other stockholders’ voting and economic interests, constrain committee discretion, create conflicts of interest, and increase compensation expense. Approval requires a majority of votes cast, and the Board recommends voting FOR on the grounds that the amendments support equity incentives and the Company’s strategic objectives.

Proposal 5 asks stockholders to approve a package of restricted stock unit grants representing 20% of the Company’s current fully diluted shares, approximately 2,093,250 shares. The proposed recipients include current executives Brady Cobb, Michael Bondurant, and Martin Scott; advisors or employees Christopher Polaszek and Peter Lipinski; and directors William Caple, Thomas Fore, and Francis Knuettel II. The largest allocations are 7% each for Cobb and Bondurant, while the remaining recipients receive between 0.25% and 1.5%. The awards are intended to align participants with a strategic transition into cannabinoid wellness and pharmaceutical businesses and with the pursuit of a merger, acquisition, business combination, or other transformational transaction. Vesting is structured around milestones: 50% upon closing a strategic transaction, 25% upon achievement of NYSE listing compliance, and 25% six months after compliance subject to continued service or consulting. Stockholder approval of both the RSU grants and the related increase to the 2025 Plan is required before the awards become effective. The grants are also described as a closing condition to any merger, business combination, change of control, or other strategic transaction approved by the Board. The proposal includes accelerated full vesting on a change of control and, generally, on termination other than for cause, which increases the economic significance of the awards. Management argues that the grants reward extraordinary efforts, promote retention, and tie compensation to transformation and listing-compliance objectives, while the structure also creates substantial dilution and significant conflicts because recipients include officers and directors. The Board unanimously recommends voting FOR the proposal.

Proposal 6 asks stockholders to authorize an adjournment of the Annual Meeting if additional time is needed to obtain votes. The stated purpose is to permit further solicitation of proxies in favor of one or more proposals submitted at the meeting. The mechanism could be used if the Company lacks sufficient votes to approve the plan amendments, RSU grants, say-on-pay resolution, auditor ratification, or another matter requiring approval. An adjournment would not itself approve any underlying proposal. Stockholders who have already submitted proxies would retain the ability to revoke them before the proxies are used. The proposal is procedural and is designed to preserve the Company’s ability to continue soliciting votes rather than allow an immediate failure due to insufficient support. The affirmative vote of a majority of votes cast is required, and the filing states that Proposal 6 is treated as a routine matter for broker-discretion purposes. The Board recommends voting FOR because an adjournment may be necessary to complete proxy solicitation and secure a valid vote on the meeting’s substantive matters.