What the changes say
- Severe capital shortages left the company with $442,732 in 2025 revenues and no sales after March.
What changed since the prior 10-K
New
- NewRisks Related to our Financial Condition
Because we lack the required $6 million of minimum stockholders’ equity currently as well at December 31, 2025, our Common Stock may be delisted by the NYSE American
The NYSE American commenced delisting proceedings because we fell below the $6 million minimum stockholders equity requirement.
- NewRisks Related to our Financial Condition
Because we lack the capital to acquire inventory and market our products, we have generated no revenue in 2025 after the three months ended March 31, 2025, making our ability to remain in operation more difficult, and there are substantial doubts as to our ability to continue as a going concern
We lack capital to buy inventory and market products, generating zero revenue after March 2025 and raising going concern doubts.
- NewRisks Related to our Financial Condition
We may become subject to litigation in connection with our cancellation of the Series C that we had previously issued under the Asset Purchase Agreement related to certain water assets
We cancelled the Series C preferred stock issued for Costa Rican water assets, risking a potential lawsuit from the seller.
- NewRisks Related to our Business
International trade developments, including tariffs and geopolitical conflicts, could adversely impact our business
Tariffs and geopolitical conflicts like the Iran conflict could increase our manufacturing and transportation costs and disrupt supply chains.
- NewRisks Related to our Business
Our business, operations, financial position and timelines, could be materially adversely affected by government action and geopolitical conflicts
Post-inauguration economic shifts, tariffs, and high interest rates in 2025 and 2026 create market volatility and business uncertainty.
- NewRisks Related to our Business
We will be exposed to product liability or other related liabilities which could have significant negative financial repercussions on our solvency
We carry no product liability insurance and lack capital to buy it before shipping products.
- NewRisks Related to our Business
We could face issues including the risk of contamination of our products and/or counterfeit or confusingly similar products
Contamination of our products or third-party raw materials, or counterfeit items, could harm consumer trust and sales.
- NewRisks Related to our Business
If we are subject to litigation, we may incur significant liabilities and litigation expenses
Litigation and compliance failures regarding anti-corruption laws can cause significant expenses and distract management.
- NewRisks Related to our Securities and Other Risks
We have issued multiple classes of preferred stock and other securities of the Company that will result in dilution to existing stockholders upon their conversion and exercise
Converting preferred stock classes into Common Stock will heavily dilute existing stockholders, up to 7,635,998 shares.
- NewRisks Related to our Securities and Other Risks
We incur significant additional costs as a result of being a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices
Public company regulations and NYSE American rules significantly increase our legal, accounting, and compliance costs.
Dropped
- DroppedRisks Related to our Business
If we are not able to successfully execute on our future operating plans and objectives, our financial condition and results of operation may be materially adversely affected, and we may not be able to continue as a going concern
- DroppedRisks Related to our Business
International trade disputes, including U.S. trade tariffs and retaliatory tariffs, could adversely impact our business
- DroppedRisks Related to our Business
Significant political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations
- DroppedRisks Related to our Business
Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects, or operations
Risk 3 dropped.
- DroppedRisks Related to our Business
Our business, operations, financial position and timelines, could be materially adversely affected by the continuing military action in Ukraine and the war between Israel and Hamas
- DroppedRisks Related to our Business
Legislative or regulatory changes that affect our products, including new taxes, could reduce demand for products or increase our costs
- DroppedRisks Related to our Business
The volatility of energy and increased regulations may have an adverse impact on our gross margin
- DroppedRisks Related to our Business
Litigation or legal could expose us to significant liabilities and damage our reputation
- DroppedRisks Related to our Business
Water scarcity and poor quality could negatively impact our costs and capacity
Risk 8 dropped.
- DroppedRisks Related to our Business
Fluctuations in quantity and quality of grape supply could adversely affect our business
Risk 9 dropped.
- DroppedRisks Related to our Business
Contamination of our wines could harm our business
Risk 10 dropped.
- DroppedRisks Related to our Business
If our third-party service providers and business partners do not satisfactorily fulfill their commitments and responsibilities, our financial results could suffer
Risk 11 dropped.
- DroppedRisks Related to our Business
Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results
- DroppedRisks Related to our Business
If we are unable to maintain effective disclosure controls and procedures and internal control over financial reporting, our stock price and investor confidence could be materially and adversely affected
- DroppedRisks Related to our Business
Regulatory decisions and changes in the legal, regulatory and tax environment where our tequila is produced and where we operate could limit our business activities or increase our operating costs and reduce our margins
- DroppedRisks Related to our Business
We face substantial competition in the alcoholic and non-alcoholic beverage industry, and we may not be able to effectively compete
- DroppedRisks Related to our Business
Uncertainty in the financial markets and other adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect our industry, business and results of operations
Risk 16 dropped.
- DroppedRisks Related to our Business
Our limited operating history makes it difficult to forecast our future results, making any investment in us highly speculative
- DroppedRisks Related to Our Securities
An investment in our common stock is speculative and there can be no assurance of any return on any such investment
- DroppedRisks Related to Our Securities
Because certain principal stockholders own a large percentage of our voting stock, other stockholders’ voting power may be limited
- DroppedRisks Related to Our Securities
We do not expect to pay dividends and investors should not buy our Common Stock expecting to receive dividends
- DroppedRisks Related to Our Securities
There can be no assurances that our common stock will not be subject to potential delisting if we do not continue to maintain the listing requirements of the NYSE American
Risk 21 dropped.
Reworded
- 89% rewrittenRisks Related to our Business
Government regulations, any changes thereto and/or any failure by us to comply with these regulations, could adversely affect our business, financial condition and results of operations
Added risks regarding non-alcoholic and alcoholic beverage taxes, licensing requirements, and potential negative publicity.
Was: Changes in government regulation or failure to comply with existing regulations could adversely affect our business, financial condition and results of operations
- 87% rewrittenRisks Related to our Securities and Other Risks
Our Board of Directors may issue and fix the terms of shares of our preferred stock without stockholder approval, which could adversely affect the voting power of holders of our Common Stock or any change in control of our Company
Minor capitalization edits to the board's blank check preferred stock authorization terms.
- 81% rewrittenRisks Related to our Business
Material weaknesses in our internal control over financial reporting may cause us to fail to timely and accurately report our financial results or result in a material misstatement of our consolidated financial statements
Revised internal control material weaknesses to cite limited segregation of duties, resource constraints, and insufficient accounting staff.
- 79% rewrittenRisks Related to our Business
Because our business is subject to many regulations, noncompliance is costly
Expanded regulatory scope to include foreign health agencies, permit maintenance, and import/distribution compliance.
Was: Our business is subject to many regulations and noncompliance is costly
- 71% rewrittenRisks Related to our Business
If we fail to successfully integrate acquired assets or businesses, or if integrated, failure to further the Company’s business strategy, may result in the Company’s inability to realize any benefit from such acquisition or other adverse consequences
Included specific references to the Medterra Letter of Intent and risks of unidentified acquisition liabilities.
Was: Failure to Successfully Integrate Acquired Businesses, Its Products and Other Assets into the Company, or If Integrated, Failure to Further the Company’s Business Strategy, May Result in the Company’s Inability to Realize Any Benefit from Such Acquisition
- 67% rewrittenRisks Related to our Securities and Other Risks
Future sales of Common Stock, or the perception of such future sales, by some of our existing stockholders could cause our stock price to decline
Added disclosure of the $35 million ELOC agreement with C/M Capital Master Fund and registration of 10,000,000 shares.
- 58% rewrittenRisks Related to our Business
If we fail to maintain relationships with our independent contract manufacturers, our business could be harmed
Updated co-packer relationships to note that third-party agreements allow termination within a short period.
- 57% rewrittenRisks Related to our Business
Volatility in the price or availability of the inputs we depend on, including raw materials, packaging, energy and labor, could adversely impact our financial results
Added environmental regulation and tariffs as specific triggers for raw material input price spikes.
- 49% rewrittenRisks Related to our Financial Condition
Our auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our stockholders will lose all or some of their investments
Was: Our auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our securities will have little or no value
- 48% rewrittenRisks Related to our Securities and Other Risks
The market price of our Common Stock has been volatile and may continue to be volatile
Was: The market price of our common stock has been volatile over the year and may continue to be volatile
- 46% rewrittenRisks Related to our Business
If we are unable to attract and retain key personnel, our efficiency and operations would be adversely affected; in addition, management turnover causes uncertainties and could harm our business
- 45% rewrittenRisks Related to our Business
If we do not adequately manage our inventory levels, our operating results could be adversely affected
- 45% rewrittenRisks Related to our Business
Our results of operations may fluctuate from quarter to quarter for many reasons, including seasonality
- 41% rewrittenRisks Related to our Business
We are subject to risks inherent in sales of products in international markets
- 39% rewrittenRisks Related to our Financial Condition
We have experienced recurring losses from operations and negative cash flows from operating activities and anticipate that we will continue to incur significant operating losses before reaching profitability
Was: We have experienced recurring losses from operations and negative cash flows from operating activities and anticipate that we will continue to incur significant operating losses in the future
- 39% rewrittenRisks Related to our Business
Our business and operations would be adversely impacted in the event of a failure or interruption of our information technology infrastructure or as a result of a cybersecurity attack
- 38% rewrittenRisks Related to our Business
We are dependent on a distiller in Mexico to provide us with our finished tequila product. Failure to obtain satisfactory performance from them or a loss of their services could cause us to lose future sales, incur additional costs, and lose credibility in the marketplace
Was: We are dependent on a distiller in Mexico to provide us with our finished SALT tequila product. Failure to obtain satisfactory performance from them or a loss of their services could cause us to lose sales, incur additional costs, and lose credibility in the marketplace
- 38% rewrittenRisks Related to our Business
Our reliance on distributors, retailers and brokers could affect our ability to efficiently and profitably distribute and market our products, maintain our existing markets and expand our business into other geographic markets
- 35% rewrittenRisks Related to our Securities and Other Risks
Our Common Stock could be further diluted as the result of the issuance of additional Common Stock, convertible securities, warrants or options
- 34% rewrittenRisks Related to our Business
Our brands and brand images are keys to our business and any inability to maintain a positive brand image could have a material adverse effect on our results of operations
- 33% rewrittenRisks Related to our Business
Competition from traditional and large, well-financed non-alcoholic and alcoholic beverage manufacturers may adversely affect our distribution relationships and may hinder development of our existing markets, as well as prevent us from expanding our markets
- 32% rewrittenRisks Related to our Business
We expect to rely upon our ongoing relationships with our key flavor suppliers. If we are unable to source our flavors on acceptable terms from our key suppliers, we could suffer disruptions in our business
Was: We rely upon our ongoing relationships with our key flavor suppliers. If we are unable to source our flavors on acceptable terms from our key suppliers, we could suffer disruptions in our business
- 28% rewrittenRisks Related to our Business
It is difficult to predict the timing and amount of our sales because our distributors are not required to place minimum orders with us
- 28% rewrittenRisks Related to our Business
Our strategic initiatives including acquisitions and divestitures may not be successful and may divert our management’s attention away from operations, and could create general customer uncertainty
- 26% rewrittenRisks Related to our Business
If we fail to protect our trademarks and trade secrets, we may be unable to successfully market our products and compete effectively
- 24% rewrittenRisks Related to our Business
We compete in an industry that is brand-conscious, so brand name recognition and acceptance of our products are critical to our success
- 20% rewrittenRisks Related to our Business
If we experience disruption within our supply chain, manufacturing or distribution channels, it could have an adverse effect on our business, financial condition and results of operations
Was: Disruption within our supply chain, contract manufacturing or distribution channels could have an adverse effect on our business, financial condition and results of operations
All 41 risk factors
Headings as the filing states them, in filing order.
Risks Related to our Financial Condition
- 01Our auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our stockholders will lose all or some of their investments49% rewritten
- 02Because we lack the required $6 million of minimum stockholders’ equity currently as well at December 31, 2025, our Common Stock may be delisted by the NYSE American New
- 03Because we lack the capital to acquire inventory and market our products, we have generated no revenue in 2025 after the three months ended March 31, 2025, making our ability to remain in operation more difficult, and there are substantial doubts as to our ability to continue as a going concernNew
- 04We have experienced recurring losses from operations and negative cash flows from operating activities and anticipate that we will continue to incur significant operating losses before reaching profitability39% rewritten
- 05We may become subject to litigation in connection with our cancellation of the Series C that we had previously issued under the Asset Purchase Agreement related to certain water assetsNew
Risks Related to our Business
- 06Our strategic initiatives including acquisitions and divestitures may not be successful and may divert our management’s attention away from operations, and could create general customer uncertainty28% rewritten
- 07If we fail to successfully integrate acquired assets or businesses, or if integrated, failure to further the Company’s business strategy, may result in the Company’s inability to realize any benefit from such acquisition or other adverse consequences71% rewritten
- 08Demand for our products may be adversely affected by changes in consumer preferences or any inability on our part to innovate, market or distribute our products effectively, and any significant reduction in demand could adversely affect our business, financial condition or results of operations
- 09Volatility in the price or availability of the inputs we depend on, including raw materials, packaging, energy and labor, could adversely impact our financial results57% rewritten
- 10International trade developments, including tariffs and geopolitical conflicts, could adversely impact our businessNew
- 11Our business, operations, financial position and timelines, could be materially adversely affected by government action and geopolitical conflictsNew
- 12We compete in an industry that is brand-conscious, so brand name recognition and acceptance of our products are critical to our success24% rewritten
- 13Our brands and brand images are keys to our business and any inability to maintain a positive brand image could have a material adverse effect on our results of operations34% rewritten
- 14Competition from traditional and large, well-financed non-alcoholic and alcoholic beverage manufacturers may adversely affect our distribution relationships and may hinder development of our existing markets, as well as prevent us from expanding our markets33% rewritten
- 15Our reliance on distributors, retailers and brokers could affect our ability to efficiently and profitably distribute and market our products, maintain our existing markets and expand our business into other geographic markets38% rewritten
- 16It is difficult to predict the timing and amount of our sales because our distributors are not required to place minimum orders with us28% rewritten
- 17If we do not adequately manage our inventory levels, our operating results could be adversely affected45% rewritten
- 18If we fail to maintain relationships with our independent contract manufacturers, our business could be harmed58% rewritten
- 19If we experience disruption within our supply chain, manufacturing or distribution channels, it could have an adverse effect on our business, financial condition and results of operations20% rewritten
- 20We expect to rely upon our ongoing relationships with our key flavor suppliers. If we are unable to source our flavors on acceptable terms from our key suppliers, we could suffer disruptions in our business32% rewritten
- 21We are dependent on a distiller in Mexico to provide us with our finished tequila product. Failure to obtain satisfactory performance from them or a loss of their services could cause us to lose future sales, incur additional costs, and lose credibility in the marketplace38% rewritten
- 22If we are unable to attract and retain key personnel, our efficiency and operations would be adversely affected; in addition, management turnover causes uncertainties and could harm our business46% rewritten
- 23If we fail to protect our trademarks and trade secrets, we may be unable to successfully market our products and compete effectively26% rewritten
- 24If we encounter product recalls or other product quality issues, our business may suffer
- 25Because our business is subject to many regulations, noncompliance is costly79% rewritten
- 26Government regulations, any changes thereto and/or any failure by us to comply with these regulations, could adversely affect our business, financial condition and results of operations89% rewritten
- 27We will be exposed to product liability or other related liabilities which could have significant negative financial repercussions on our solvencyNew
- 28We could face issues including the risk of contamination of our products and/or counterfeit or confusingly similar productsNew
- 29Significant additional labeling or warning requirements may inhibit sales of affected products
- 30If we are subject to litigation, we may incur significant liabilities and litigation expensesNew
- 31We are subject to risks inherent in sales of products in international markets41% rewritten
- 32Our business and operations would be adversely impacted in the event of a failure or interruption of our information technology infrastructure or as a result of a cybersecurity attack39% rewritten
- 33If we fail to comply with personal data protection and privacy laws, we could be subject to adverse publicity, government enforcement actions and/or private litigation, which could negatively affect our business and operating results
- 34Our results of operations may fluctuate from quarter to quarter for many reasons, including seasonality45% rewritten
- 35Material weaknesses in our internal control over financial reporting may cause us to fail to timely and accurately report our financial results or result in a material misstatement of our consolidated financial statements81% rewritten
Risks Related to our Securities and Other Risks
- 36Future sales of Common Stock, or the perception of such future sales, by some of our existing stockholders could cause our stock price to decline67% rewritten
- 37We have issued multiple classes of preferred stock and other securities of the Company that will result in dilution to existing stockholders upon their conversion and exerciseNew
- 38The market price of our Common Stock has been volatile and may continue to be volatile48% rewritten
- 39Our Common Stock could be further diluted as the result of the issuance of additional Common Stock, convertible securities, warrants or options35% rewritten
- 40We incur significant additional costs as a result of being a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practicesNew
- 41Our Board of Directors may issue and fix the terms of shares of our preferred stock without stockholder approval, which could adversely affect the voting power of holders of our Common Stock or any change in control of our Company87% rewritten
Other Endovia Health Sciences 10-Ks
- FY2024 10-K risk factors53 risks
Auditors and management flag going concern doubts and internal control material weaknesses alongside persistent operating losses.
Filed Jul 11, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.