Endovia Health Sciences Inc美股招股说明书(2026-08-28版)

ENDOVIA HEALTH SCIENCES, INC. PROSPECTUS 5,000,000 Shares of Common Stock This Prospectus relates to the potential resale from time to time by C/M Capital Master Fund, LP (the “Selling Stockholder” or “C/M”)of up to 5,000,000 shares of Common Stock, par value $0.001 per share, of Endovia Health Sciences, Inc., formerly known as SplashBeverage Group, Inc. (the “Company,” “Endovia Health,” “we,” “our” or “us”). The shares of Common Stock to which this Prospectusrelates consist of shares that have been or may be issued by us to the Selling Stockholder pursuant to a Securities Purchase Agreement,dated September 19, 2025 between us and the Selling Stockholder (the “Purchase Agreement” or the “ELOC Agreement”),establishing an equity line of credit (such transaction, the “ELOC”). Such shares of Common Stock consists of up to 5,000,000 sharesof Common Stock, or the “Purchase Shares,” that we may elect, in our sole discretion, subject to the restrictions and satisfaction of theconditions in the Purchase Agreement, to issue and sell to the Selling Stockholder, from time to time from and after the date ofsatisfaction of the conditions precedent to the Company’s right to effect sales under the Purchase Agreement (the CommencementDate”). See “The Purchase Agreement” at page 26 for a description of the Purchase Agreement and the transactions contemplatedthereby. Our Common Stock is traded on the NYSE American (the “NYSE American”) under the symbol “EDVA.” On August 19, 2026, thelast reported sale price of our Common Stock on the NYSE American was $0.41 per share. We are not selling any securities under this Prospectus and will not receive any of the proceeds from the sale of the shares of ourCommon Stock by the Selling Stockholder. However, we may receive up to $30,782,793 in aggregate gross proceeds from the sale ofthe shares of Common Stock to the Selling Stockholder under the Purchase Agreement which represents the total maximum amountunder the Purchase Agreement less prior sales, from time to time in our discretion, subject to the restrictions and satisfaction of theconditions in the Purchase Agreement, after the date the registration statement that includes this Prospectus is declared effective andafter satisfaction of other conditions in the Purchase Agreement. The actual proceeds from the Selling Stockholder may be less thanthis amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock aresold. The Selling Stockholder may sell all or a portion of the shares of our Common Stock acquired under the Purchase Agreement on theNYSE American or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expensesand fees in connection with the registration of the shares of our Common Stock, including with regard to compliance with statesecurities or “blue sky” laws. The Selling Stockholder will bear all commissions and markdowns, if any, attributable to its sale ofshares of our Common Stock. See “Plan of Distribution” for more information about how the Selling Stockholder may sell the sharesof Common Stock being registered pursuant to this Prospectus. The Selling Stockholder is an underwriter under the Securities Act of1933 (the “Securities Act”) with respect to the resale of shares sold by it on the NYSE American. All references to shares of Common Stock and per share numbers in this Prospectus give effect to a one-for-four reverse stock split ofeach of its issued and outstanding and authorized shares of Common Stock. The reverse stock split took effect as of July 24, 2026 at4:30 pm ET. You should read this Prospectus and any Prospectus supplement or amendment, together with additional information described underthe headings “Where You Can Find More Information”, carefully before you invest in our securities. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 5 of this Prospectus, and under similar headings in any amendment orsupplement to this Prospectus or in any other documents incorporated by reference into this Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this Prospectus is August 24, 2026. Table of Contents PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1PROSPECTUS SUMMARY2RISK FACTORS5THE PURCHASE AGREEMENT26USE OF PROCEEDS30PLAN OF DISTRIBUTION31DIVIDEND POLICY33MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS33BUSINESS39MARKET FOR COMMON STOCK44MANAGEMENT45CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS47EXECUTIVE COMPENSATION49PRINCIPAL STOCKHOLDERS55DESCRIPTION OF OUR SECURITIES57THE SELLING STO