Endra Life Sciences Inc SEC Filings

ENDRA Life Sciences (NDRA) filed S-1/A (Amend. 2) to sell 15.7 M common shares and an equal number of pre-funded warrants plus 628 k underwriter warrants. At an assumed $6.57 price, gross proceeds ≈ $103 M; net to ENDRA ≈ $95.6 M.

Use of proceeds: only 5 % (≈ $3-5 M) earmarked for TAEUS R&D, trials and working capital; the remaining ≈ 95 % will be deployed into bitcoin purchases under a new treasury policy managed by Arca and custodied at Anchorage.

Dilution: share count would jump from 0.75 M to >16 M (>20×), cutting existing ownership to ~5 %. A 45-day 2.36 M share over-allotment option is available to the underwriter.

Financials (prelim. Q2-25): no revenue; operating loss narrows to $1.3 M (vs. $2.2 M LY); cash $1.8 M; working capital $1.2 M; total assets $2.6 M. Auditor flags going-concern risk.

Nasdaq status: bid-price compliance restored after two reverse splits (1:50, 1:35) but stockholders’ equity is below the $2.5 M threshold; ENDRA awaits Nasdaq’s ruling on a remediation plan due Nov-23-25.

Strategic pivot: TAEUS platform repositioned toward metabolic-disease biomarkers and GLP-1 therapy monitoring, with AI integration and a subscription revenue model targeting pharma, concierge care and bariatric clinics.

Lucid Capital Markets acts as sole book-runner; closing expected shortly after effectiveness.

ENDRA Life Sciences Inc. (Nasdaq: NDRA) has filed a Form S-1 to raise approximately $121.4 million (assumed price $8.30) through the sale of 15.7 million common shares and an equal number of pre-funded warrants, plus 628,000 underwriter warrants and a 45-day 15% over-allotment option. The deal will enlarge the share count from 752,755 to roughly 16.5 million basic shares before warrant exercises, representing dilution of about 2,070%.

Use of proceeds: management plans to allocate about 95% of net proceeds to establish a cryptocurrency treasury strategy, purchasing digital assets (no specific token mix disclosed). A minimum of the greater of $5 million or 5% of gross proceeds will support R&D, clinical trials and working capital for its Thermo-Acoustic Enhanced Ultrasound (TAEUS®) platform, which targets metabolic disease biomarkers and GLP-1 drug monitoring.

Capital markets context: NDRA regained Nasdaq bid-price compliance after 1-for-50 and 1-for-35 reverse splits in 2024, but it remains vulnerable: the company is in a Nasdaq stockholders’ equity deficiency ($1.75 million vs. $2.5 million requirement) and must submit a remediation plan by 11 July 2025. Failure leaves a delisting risk with no automatic 180-day grace period.

Operating snapshot (preliminary 2Q 2025):

• No revenue; same as 2Q 2024.
• Loss from operations: approximately $1.3 million (improved from $2.2 million).
• Cash & cash equivalents: $1.8 million; working capital: $1.2 million.

Strategic shift: ENDRA is repositioning TAEUS for a subscription model targeting pharma/CROs, concierge networks and bariatric clinics, integrating AI, shrinking form factor and pursuing OEM licensing. Simultaneously, the board has concluded that allocating surplus cash, and potential new financings, into cryptocurrency offers a better long-term store of value and intends to treat digital assets as its principal treasury holding, stored with third-party cold-storage custodians.

Key risks highlighted:

• Going-concern uncertainty; continued operating losses.
• Large dilution and warrant overhang from the offering.
• Volatility and regulatory uncertainty surrounding cryptocurrency; potential classification as a security could trigger 1940 Act issues.
• Nasdaq compliance failures could lead to delisting.
• No active market is expected for the pre-funded warrants, limiting liquidity.

Underwriting terms: Lucid Capital Markets will receive a 7% cash fee (5% on proceeds >$100 million) and warrants equal to 4% of securities sold. The company grants a 45-day over-allotment option for up to 2.355 million additional shares.

Overall, the registration provides ENDRA with a potential lifeline of fresh capital but shifts financial exposure heavily toward cryptocurrency price movements and compounds equity dilution for existing shareholders.

On June 11, 2025, ENDRA Life Sciences Inc. (NDRA) filed a Form 4 showing that director Lou Basenese was granted 5,384 restricted stock units (RSUs), convertible to common stock on a one-for-one basis. The award, recorded at a transaction price of $0, reflects routine equity compensation rather than an open-market purchase. All RSUs vest in full on June 11, 2026. After the grant, Basenese beneficially owns 5,385 NDRA common shares, held directly. No derivative securities, sales, or dispositions were reported. Given the modest share count relative to ENDRA’s total float, the filing is viewed as neutral in financial materiality, but it marginally improves insider-shareholder alignment.

On June 11, 2025, ENDRA Life Sciences (NDRA) director Michael Harsh received 5,384 restricted stock units (RSUs), as disclosed in a Form 4 filed on July 1, 2025. The RSUs carry an exercise price of $0 and convert to common stock on a one-for-one basis.

Vesting schedule: the entire award vests on June 11, 2026. After the grant, Harsh beneficially owns 5,386 NDRA common shares, held directly. No derivative instruments or share disposals were reported, and no cash changed hands.

This appears to be a routine equity-compensation grant designed to encourage long-term alignment between the director and shareholders. The transaction is too small to impact NDRA’s share count, earnings or liquidity, but it does marginally increase insider ownership.

ENDRA Life Sciences Inc. (NDRA) filed a Form 4 on 1 July 2025 for director Anthony DiGiandomenico. On 11 June 2025 the director was granted 5,384 restricted stock units (RSUs) that convert to common shares on a 1-for-1 basis and vest in full on 11 June 2026. No cash was exchanged (reported price = $0), indicating a routine equity-compensation award rather than an open-market purchase. After the grant, DiGiandomenico’s direct beneficial ownership increased to 5,443 common shares, implying a prior holding of about 59 shares. No derivative transactions or dispositions were disclosed. The filing modestly tightens insider-shareholder alignment but, given the small number of shares relative to ENDRA’s total float, the market impact is expected to be limited.