Endra Life Sciences Inc SEC Filings

ENDRA Life Sciences (NDRA) updated its Nasdaq compliance status. The company reported a private placement closed on October 15, 2025, issuing 744,340 shares (or prefunded warrants in lieu) and warrants for up to 1,488,680 shares with exercise prices of $6.32 (and $6.81 for a director), generating approximately $4.9 million in gross proceeds. On October 29, 2025, it also entered an at-the-market program with Lucid Capital Markets for up to $1,750,000 in aggregate gross proceeds.

The company purchased 78,863.1 HYPE tokens as part of a digital asset treasury strategy. Based on these actions, ENDRA believes it has regained compliance with Nasdaq’s minimum $2.5 million stockholders’ equity requirement. Nasdaq will continue to monitor compliance and may delist the company if a future periodic report does not evidence compliance.

ENDRA Life Sciences (NDRA) filed its Q3 2025 report, showing no revenue and a narrower net loss. Net loss was $1,595,959 for the quarter and $3,858,201 for nine months. Operating expenses declined year over year as R&D and sales and marketing were reduced while development shifted toward clinical and commercialization activities.

Liquidity remains tight. Cash was $794,036 and working capital was $248,402 as of September 30, 2025, and management disclosed substantial doubt about the ability to continue as a going concern absent additional financing. The company reported a warrant liability remeasurement impact and continued to streamline costs.

Subsequent events: ENDRA closed a private placement on October 15, 2025 for gross proceeds of approximately $4.9 million, established a Digital Asset Treasury and purchased 78,863.1 HYPE tokens valued at about $3,000,000 as of October 21, 2025, and entered a new ATM program on October 29, 2025 for up to $1.75 million. The private placement limits spending on the TAEUS pilot validation study to $750,000. Shares outstanding were 1,166,441 as of November 14, 2025.

ENDRA Life Sciences (NDRA) filed a resale prospectus registering up to 2,677,680 shares of common stock for potential sale by selling stockholders. The registered shares comprise 379,539 PIPE Shares, 364,801 shares underlying pre-funded warrants, 1,488,680 shares underlying common warrants, 400,000 shares underlying Arca warrants, and 44,660 shares underlying placement agent warrants.

The company is not offering shares and will not receive proceeds from stockholder resales; it may receive cash only from any warrant exercises. The common warrants have a per share exercise price of $6.32, and the combined purchase price in the related private placement was $6.57 per share and accompanying warrants. NDRA last traded at $5.205 on November 5, 2025. Shares outstanding were 1,166,441 as of October 16, 2025; this is a baseline figure, not the amount being offered.

ENDRA Life Sciences (NDRA) entered an at-the-market (ATM) sales agreement with Lucid Capital Markets, LLC, allowing the company to offer and sell, from time to time, shares of common stock for aggregate gross proceeds of up to $1,750,000. Sales may be made as “at-the-market” offerings under Rule 415, including directly on or through the Nasdaq Capital Market, and may also include negotiated principal transactions with Lucid. The shares are registered under the company’s shelf registration statement on Form S-3 (File No. 333-277058) and a prospectus supplement dated October 29, 2025.

ENDRA will pay Lucid a commission of up to 3.0% of gross proceeds on shares sold and reimburse specified expenses. The agreement ends upon the earlier of selling all registered shares, termination by either party per its terms, or the three-year anniversary of the agreement. ENDRA is not obligated to sell and may suspend or terminate offers at any time.

ENDRA Life Sciences (NDRA) launched an at‑the‑market offering of up to $1,750,000 in common stock under a Sales Agreement with Lucid Capital Markets. Shares may be sold from time to time on Nasdaq or via other permitted methods, with the Sales Agent earning a 3.0% commission on gross proceeds.

The company expects net proceeds of up to approximately $1.6 million after fees and expenses. Proceeds may be used for general corporate purposes, including pursuit of its digital asset treasury strategy, working capital, capital expenditures, and investing in projects. This ATM is conducted under Form S‑3, and the company notes the one‑third public float cap under General Instruction I.B.6; it reports having sold $1,188,639 over the past 12 months under that instruction.

As context, the filing cites 1,166,441 shares outstanding and a public float value of $8,895,663 as of October 28, 2025, and an illustrative dilution example based on an assumed price of $5.28 per share. The offering can be suspended or adjusted at the company’s discretion and may include sales to the agent as principal via separate terms.

ENDRA Life Sciences (NDRA) filed its definitive proxy for the 2025 annual meeting to be held virtually at 10:00 a.m. ET on December 9, 2025 at www.virtualshareholdermeeting.com/NDRA2025.

Stockholders will vote on six items: elect four directors; an advisory vote on executive compensation; ratify RBSM LLP as independent auditor; approve an amendment to increase authorized common stock from 20,000,000 to 1,000,000,000 shares; approve officer exculpation as permitted by Delaware law; and approve a second amendment to the 2016 Omnibus Incentive Plan.

The Board recommends voting FOR all proposals. Only holders of common stock and Series A Convertible Preferred Stock as of the October 16, 2025 record date may vote. Shares outstanding were 1,166,441 common stock as of the record date. The proxy details voting standards, including broker non-vote and abstention treatment by proposal.

The proxy also outlines Board composition, committee independence, executive compensation, and director compensation, including 2025 RSU grants to non‑employee directors that vest on June 11, 2026.

ENDRA Life Sciences (NDRA) reported the closing of a private placement and the launch of a digital asset treasury. The company purchased 78,863.1 HYPE tokens with an estimated total value of $3,000,000 as of October 21, 2025 to initiate this program.

ENDRA also furnished a press release and filed an updated description of its digital asset strategy along with supplemental risk factors addressing regulatory, accounting, tax, market volatility, and listing compliance considerations. These materials are incorporated by reference as Exhibits 99.1, 99.2, and 99.3.

ENDRA Life Sciences (NDRA) filed a preliminary proxy for its 2025 annual meeting, seeking stockholder approval on six items, notably an amendment to increase authorized common stock from 20,000,000 to 1,000,000,000 shares.

The virtual-only meeting is set for December 9, 2025 at 10:00 a.m. ET via webcast. Stockholders will vote to elect four directors for one-year terms, hold an advisory vote on executive compensation, ratify RBSM LLP as independent auditor for 2025, approve officer exculpation as permitted by Delaware law, and approve a second amendment to the 2016 Omnibus Incentive Plan. The Board recommends voting FOR all proposals.

Stockholders of record as of October 16, 2025 may vote. Shares outstanding were 1,166,441 common as of that date; ENDRA’s warrants have no voting rights.