[10-Q] ENDRA Life Sciences Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

ENDRA Life Sciences, Inc. (NDRA) reported interim financial details showing limited operating liquidity and continuing uncertainty about its ability to continue as a going concern. The company had working capital of $1,276,246 at June 30, 2025 and recorded a lease liability of $557,492 (down from $584,419 at Dec. 31, 2024). Inventory reserves declined to $0 from $2,525,179, and inventory was reported at $0 as of June 30, 2025. Research and development expenses for the six months ended June 30, 2025 were $909,746 versus $1,757,892 in the prior year period. The company recognized a warrant liability of $328,610 and disclosed potential dilution of 342,501 potentially dilutive shares. Management states additional financing is required and that these matters raise substantial doubt about the company’s ability to continue as a going concern.

Positive

• Working capital of $1,276,246 provides some near-term liquidity
• Reduced R&D expense for six months: $909,746 versus $1,757,892 prior year, lowering cash burn
• Lease liability decreased to $557,492 from $584,419, modestly reducing obligations

Negative

• Substantial doubt about going concern; company requires additional financing to continue operations
• Inventory reserves and inventory declined to $0 from $2,525,179 and prior inventory balances
• Potential dilution with 342,501 potentially dilutive shares and outstanding warrants; warrant liability $328,610
• No established revenue stream sufficient to cover operating costs

Insights

Financial Analyst

TL;DR: Working capital is limited and management discloses substantial doubt about going concern, making near-term financing the key risk.

The Company shows constrained liquidity with working capital of $1.28 million and zero reported inventory and reserves at June 30, 2025. R&D spending fell to $909,746 for six months, which reduces cash burn versus prior year but the firm still lacks an ongoing revenue stream. A warrant liability of $328,610 and 342,501 potentially dilutive shares could pressure equity if capital raises occur. Management plans to raise capital via equity sales or borrowing, but provides no assurance of success. Overall, absent successful financing the firm faces material risk to operations.

Corporate Governance Expert

TL;DR: Disclosure appropriately flags going-concern risk and dilutive capital actions; governance will need to prioritize financing and controls.

The filing documents management actions like equity issuances under an ATM, restricted stock vesting, and an increase in the Omnibus Plan share pool. Compensation arrangements and potential accelerated vesting on termination are disclosed, which could affect retention costs. The company also highlights needs to strengthen accounting personnel and policies. These governance items are material given the stated financing necessity and the substantial doubt about continuity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

OR

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-37969

ENDRA LIFE SCIENCES INC.

(Exact name of registrant as specified in its charter)

Delaware		26-0579295
(State of incorporation)		(I.R.S. Employer Identification No.)

3600 Green Court, Suite 350, Ann Arbor, MI 48105-1570

(Address of principal executive office) (Zip code)

(734) 335-0468

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.0001 per share		NDRA			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

As of August 14, 2025, there were 752,755 shares of our common stock, par value $0.0001 per share, outstanding.

TABLE OF CONTENTS

Page

PART I - FINANCIAL INFORMATION

3

Item 1.

Condensed Consolidated Financial Statements (unaudited)

3

Condensed Consolidated Balance Sheets - June 30, 2025 (unaudited) and December 31, 2024

4

Condensed Consolidated Statements of Operations - Three and six months Ended June 30, 2025 and 2024 (unaudited)

5

Condensed Consolidated Statements of Stockholders’ Equity – Three and six months Ended June 30, 2025 and 2024 (unaudited)

6

Condensed Consolidated Statements of Cash Flows - Six months Ended June 30, 2025 and 2024 (unaudited)

8

Notes to the Condensed Consolidated Financial Statements (unaudited)

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

23

Item 4.

Controls and Procedures

23

PART II – OTHER INFORMATION

24

Item 1.

Legal Proceedings

24

Item1A.

Risk Factors

24

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

24

Item 3.

Defaults Upon Senior Securities

24

Item 4.

Mine Safety Disclosure

24

Item 5.

Other Information

24

Item 6.

Exhibits

25

Signatures

26

2

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ENDRA Life Sciences Inc.

Condensed Consolidated Balance Sheets

Assets		June 30, 2025				December 31, 2024
Current Assets		(Unaudited)
Cash		$	1,808,574			$	3,229,480
Prepaid expenses			44,310				204,185
Total Current Assets			1,852,884				3,433,665
Non-Current Assets
Fixed assets, net			63,419				69,281
Right of use assets			519,966				578,013
Prepaid expenses, long term			365,417				365,417
Other assets			5,986				5,986
Total Assets		$	2,807,672			$	4,452,362
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities		$	448,419			$	508,293
Lease liabilities, current portion			128,218				96,937
Total Current Liabilities			576,637				605,230
Long Term Debt
Lease liabilities			429,274				487,482
Warrant Liability			328,610				799,284
Total Long Term Debt			757,884				1,286,766
Total Liabilities			1,334,521				1,891,996
Stockholders’ Equity
Series A Convertible Preferred Stock, $0.0001 par value; 10,000 shares authorized; 17,488 and 17,488 shares			-				-

issued and outstanding, respectively
Series B Convertible Preferred Stock, $0.0001 par value; 1,000 shares authorized; no shares issued and
outstanding			-				-
Series C Preferred Stock, $0.0001 par value; 100,000 shares authorized; no shares issued and outstanding			-				-
Common stock, $0.0001 par value; 20,000,000 shares authorized; 752,390 and 536,908 shares issued and
outstanding, respectively			74				53
Additional paid in capital			107,173,418				105,998,412
Stock payable			-				-
Accumulated deficit			(105,700,341	)			(103,438,099	)
Total Stockholders’ Equity			1,473,151				2,560,366
Total Liabilities and Stockholders’ Equity		$	2,807,672			$	4,452,362

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

Table of Contents

ENDRA Life Sciences Inc.

Condensed Consolidated Statement of Operations

(Unaudited)

		Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
		June 30,				June 30,				June 30,				June 30,
		2025				2024				2025				2024
Operating Expenses
Research and development		$	381,061			$	716,366			$	909,746			$	1,757,892
Sales and marketing			68,834				162,952				137,825				401,612
General and administrative			851,195				1,351,535				1,722,801				2,851,890
Total operating expenses			1,301,090				2,230,853				2,770,372				5,011,394
Operating loss			(1,301,090	)			(2,230,853	)			(2,770,372	)			(5,011,394	)
Other Income (Expenses)
Other income (expense)			13,066				1,700				37,456				6,541
Warrant expense							-				-				-
Changes in fair value of warrant liability			62,112				-				470,674				-
Gain or Loss on settlement of warrant exercise							-				-				-
Total other expenses			75,178				1,700				508,130				6,541
Loss from operations before income taxes			(1,225,912	)			(2,229,153	)			(2,262,242	)			(5,004,853	)
Provision for income taxes			-				-				-				-
Net Loss		$	(1,225,912	)		$	(2,229,153	)		$	(2,262,242	)		$	(5,004,853	)
Net loss per share – basic and diluted		$	(1.71	)		$	(0.08	)		$	(3.55	)		$	(0.26	)
Weighted average common shares – basic and diluted			717,107				15,590				637,362				10,857

The accompanying notes are an integral part of these financial statements.

4

Table of Contents

ENDRA Life Sciences Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

Six Months Ended June 30,2024		Series A Convertible								Series B Convertible																Additional												Total
		Preferred Stock								Preferred Stock								Common stock								Paid in				Stock				Accumulated				Stockholders'
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Payable				Deficit				Equity
Balance as of December 31, 2023			141,397			$	1				-			$	-				5,937			$ 1-				$	97,583,906			$	5,233			$	(91,930,152	)		$	5,658,989
Preferred stock conversion to common stock			(123,909	)			-1				-				-				5				-				1				-				-				-
Common stock issued for cash			-				-				-				-				3,671				-				1,148,470				-				-				1,148,470
Common stock issued for warrant exercise																			25,408				2				5,366,678												5,366,680
Common stock issued for cashless warrant exercise																			6,327				-				1,320,568												1,320,568
Fair value of vested common stock			-				-				-				-				46				-				80,000				-				-				80,000
Fair value of vested stock options			-				-				-				-				-				-				424,087				-				-				424,087
Stock payable towards preference dividend			-				-				-				-				-				-				5,206				(5,206	)			-				-
Net loss			-				-				-				-				-				-				-				-				(5,004,853	)			(5,004,853	)
Balance as of June 30,2024			17,488			$	-				-			$	-				41,394			$	3			$	105,928,916			$	27			$	(96,935,005	)		$	8,993,941

Six Months Ended June 30,2025		Series A Convertible								Series B Convertible																Additional												Total
		Preferred Stock								Preferred Stock								Common stock								Paid in				Stock				Accumulated				Stockholders'
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Payable				Deficit				Equity
Balance as of December 31, 2024			17,488			$	-				-			$	-				536,908			$	53			$	105,998,412				-			$	(103,438,099	)		$	2,560,366
Common stock issued for cash			-				-				-				-				215,482				21				1,003,197				-				-				1,003,218
Fair value of vested stock options			-				-				-				-				-				-				132,279				-				-				132,279
Fair value of vested restricted stock units			-				-				-				-				-				-				39,530				-				-				39,530
Net loss			-				-				-				-				-				-				-				-				(2,262,242	)			(2,262,242	)
Balance as of June 30,2025			17,488			$	-				-			$	-				752,390			$	74			$	107,173,418			$	-			$	(105,700,341	)		$	1,473,151

5

Table of Contents

Three Months Ended June 30,2024		Series A Convertible								Series B Convertible																Additional												Total
		Preferred Stock								Preferred Stock								Common stock								Paid in				Stock				Accumulated				Stockholders'
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Payable				Deficit				Equity
Balance as of March 31, 2024			34,976				-				-			$	-				6,236			$	1			$	98,403,722				301			$	(94,705,852	)		$	3,698,172
Preferred stock conversion to common stock			(17,488	)			-				-				-				1				-				-				-				-				-
Common stock issued for cash			-				-				-				-				3,490				-				728,503				-				-				728,503
Common stock issued for warrant exercise			-				-				-				-				25,340				2				5,289,259				-				-				5,289,261
Common stock issued for cashless warrant exercise			-				-				-								6,327				-				1,320,568				-				-				1,320,568
Fair value of vested stock options			-				-				-				-				-				-				186,590				-				-				186,590
Stock payable towards preference dividend			-				-				-				-				-								274				(274	)			-				-
Net loss			-				-				-				-				-				-				-				-				(2,229,153	)			(2,229,153	)
Balance as of June 30,2024			17,488			$	-				-			$	-				41,394			$	3			$	105,928,916			$	27			$	(96,935,005	)		$	8,993,941

Three Months Ended June 30,2025		Series A Convertible								Series B Convertible																Additional												Total
		Preferred Stock								Preferred Stock								Common stock								Paid in				Stock				Accumulated				Stockholders'
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Payable				Deficit				Equity
Balance as of March 31, 2025			17,488			$	-				-			$	-				562,213			$	55			$	106,227,259				-			$	(104,474,429	)		$	1,752,885
Preferred stock conversion to common stock			-				-				-				-				-				-				-				-				-				-
Common stock issued for cash			-				-				-				-				190,177				19				857,396				-				-				857,415
Fair value of vested stock options			-				-				-				-				-				-				49,233				-				-				49,233
Fair value of vested restricted stock units			-				-				-				-				-				-				39,530				-				-				39,530
Net loss			-				-				-				-				-				-				-				-				(1,225,912	)			(1,225,912	)
Balance as of June 30,2025			17,488			$	-				-			$	-				752,390			$	74			$	107,173,418			$	-			$	(105,700,341	)		$	1,473,151

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ENDRA Life Sciences Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

		Six Months				Six Months
		Ended				Ended
		June 30,				June 30,
		2025				2024
Cash Flows from Operating Activities
Net loss		$	(2,262,242	)		$	(5,004,853	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			23,142				23,993
Fixed assets write off			-				8,808
Inventory reserve			-				4,687
Stock compensation expense			171,809				504,087
Amortization of right of use assets			55,231				81,807
Changes in fair value of warrant liability			(470,674	)			-
Changes in operating assets and liabilities:
Decrease in prepaid expenses			159,873				(134,312	)
Increase in inventory			-				(93,745	)
Decrease in accounts payable and accrued liabilities			(59,871	)			466,680
Decrease in lease liability			(24,112	)			(84,765	)
Net cash used in operating activities			(2,406,844	)			(4,227,613	)
Cash Flows from Investing Activities
Purchases of fixed assets			(17,280	)			(16,000	)
Proceeds from sale of fixed assets			-				3,204
Net cash used in investing activities			(17,280	)			(12,796	)
Cash Flows from Financing Activities
Proceeds from issuance of common stock			1,003,218				1,148,470
Proceeds from warrant issuances and exercises			-				6,687,248
Repayment of loan			-				(28,484	)
Net cash provided by financing activities			1,003,218				7,807,234
Net decrease in cash			(1,420,906	)			3,566,825
Cash, beginning of period			3,229,480				2,833,907
Cash, end of period		$	1,808,574			$	6,400,732

Supplemental disclosures of cash items
Interest paid		$	29,317			$	16,547
Income tax paid		$	-			$	-
Supplemental disclosures of non-cash items
Stock dividend payable		$	-			$	(5,206	)
Right of use asset		$	519,966			$	272,284
Lease liability		$	557,492			$	281,154

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ENDRA Life Sciences Inc.

Notes to Condensed Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Unaudited)

Note 1 - Nature of the Business

ENDRA Life Sciences Inc. (“ENDRA” or the “Company”) is designing a medical device for accurate liver fat measurement for use in metabolic disease detection and management and GLP-1 drug eligibility and management in circumstances where other technologies are unavailable or impractical.      

ENDRA was incorporated on July 18, 2007 as a Delaware corporation.

Note 2 - Summary of Significant Accounting Policies

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Management makes estimates that affect certain accounts including inventory reserve, deferred income tax assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined.

Principles of Consolidation

The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended. All inter-company balances and transactions have been eliminated.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The balance sheet at June 30, 2025 has been derived from the audited financial statements at that date. For further information, refer to the financial statements and footnotes thereto included in the Company’s annual financial statements for the twelve months ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025.

Cash and Cash Equivalents

The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit, and other highly liquid investments with maturities of one year or less, when purchased, to be cash. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the creditworthiness of the financial institutions and has determined the credit exposure to be negligible. The Company maintains cash deposits at multiple banks to mitigate the risk associated with a failure of any specific bank.

Inventory

The Company’s inventory is stated at the lower of cost or estimated net realizable value, with cost primarily determined on a weighted-average cost basis on the first-in, first-out method. The Company periodically determines whether a reserve should be taken for devaluation or obsolescence of inventory. The Company assessed its inventory at June 30, 2025 and the reserve remained at 100% of the inventory. As of June 30, 2025 and December 31, 2024, the Company had recorded reserves of $0 and $2,525,179, respectively. As of June 30, 2025 and December 31, 2024, the Company had inventory valued at $0.

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Capitalization of Fixed Assets

The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred.

Leases

Accounting Standards Update (“ASU”) No. 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements. At June 30, 2025 and December 31, 2024 the Company recorded a right of use asset of $519,966 and $578,013, respectively. At June 30, 2025 and December 31, 2024 the Company recorded a lease liability of $557,492 and $584,419, respectively.

Revenue Recognition

ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASC Topic 606”) provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Under ASC Topic 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to perform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC Topic 606 did not have an impact on the Company’s operations or cash flows.

Research and Development Costs

The Company follows FASB Accounting Standards Codification (“ASC”) Subtopic 730-10, “Research and Development”. Research and development costs are charged to the statement of operations as incurred. During the three months ended June 30, 2025 and 2024, the Company incurred $381,061 and $716,366 of expenses related to research and development costs, respectively.  During the six months ended June 30, 2025 and 2024, the Company incurred $909,746 and $1,757,892 of expenses related to research and development costs, respectively.

Net Earnings (Loss) Per Common Share

The Company computes earnings per share under ASC Subtopic 260-10, “Earnings Per Share”. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net loss per share is anti-dilutive. There were 342,501 and 180,986 potentially dilutive shares, which include outstanding common stock options, and warrants, as of June 30, 2025 and December 31, 2024, respectively.

		June 30,				December 31,
		2025				2024
Options to purchase common stock			266				278
Warrants to purchase common stock			180,707				180,707
Shares issuable upon conversion of Series A Convertible Preferred Stock			1				1
Restricted Stock Units			161,527				-
Potential equivalent shares excluded			342,501				180,986

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Fair Value Measurements

Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value.

In accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” the Company measures certain financial instruments at fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

	·	Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
	·	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
	·	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable and convertible notes approximates their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates.

Share-based Compensation

The Company’s 2016 Omnibus Incentive Plan (the “Omnibus Plan”) permits the grant of stock options and other share-based awards to its employees, consultants and non-employee members of the board of directors. Each January 1 the pool of shares available for issuance under the Omnibus Plan automatically increases by an amount equal to the lesser of (i) the number of shares necessary such that the aggregate number of shares available under the Omnibus Plan equals 25% of the number of fully-diluted outstanding shares on the increase date (assuming the conversion of all outstanding shares of preferred stock and other outstanding convertible securities and exercise of all outstanding options and warrants to purchase shares) and (ii) if the board of directors takes action to set a lower amount, the amount determined by the board. Effective January 1, 2025, the pool of shares issuable under the Omnibus Plan automatically increased by 178,033 shares from 1,738 shares to 179,771 shares.

The Company records share-based compensation in accordance with the provisions of the Share-based Compensation Topic of the FASB Codification. The guidance requires the use of option-pricing models that require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model, and the resulting charge is expensed using the straight-line attribution method over the vesting period.

Stock compensation expense recognized during the period is based on the value of share-based awards that were expected to vest during the period adjusted for estimated forfeitures. The estimated fair value of grants of stock options and warrants to non-employees of the Company is charged to expense, if applicable, in the financial statements. These options vest in the same manner as the employee options granted under the stock incentive plan as described above.

Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited commercial experience and had a cumulative net loss from inception to June 30, 2025 of $105,700,341. The Company had working capital of $1,276,246 as of June 30, 2025. The Company has not established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern and will require additional financing to fund its future planned operations, including research and development and commercialization of its products. These matters raise substantial doubt about the Company’s ability to continue as going concern. The accompanying financial statements for the six months ended June 30, 2025 have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of, or eliminate one or more of the Company’s research and development activities or commercialization efforts or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Recent Accounting Pronouncements

The Company considered recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC, did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements.

Note 3 - Inventory

As of June 30, 2025 and December 31, 2024, inventory consisted of raw materials, subassemblies to be used in the assembly of TAEUS systems, and finished goods. As of June 30, 2025, the Company had no orders pending for the sale of a TAEUS system.

As of June 30, 2025 and December 31, 2024, the Company had recorded reserves of $0 and $2,525,179, respectively. As of June 30, 2025 and December 31, 2024, the Company had inventory valued at $0.

Note 4 - Fixed Assets
As of June 30, 2025 and December 31, 2024, fixed assets consisted of the following:
		June 30,				December 31,
		2025				2024
Property, leasehold and capitalized software		$	597,234			$	579,954
TAEUS development and testing			125,151				125,151
Accumulated depreciation			(658,966	)			(635,824	)
Fixed assets, net		$	63,419			$	69,281

Depreciation expense for the six months ended June 30, 2025 and June 30, 2024 was $23,142 and $23,993, respectively.

Note 5 - Accounts Payable and Accrued Liabilities
As of June 30, 2025 and December 31, 2024, current liabilities consisted of the following:
		June 30,				December 31,
		2025				2024
Accounts payable		$	281,992			$	269,683
Payroll accrual			110,677				63,140
Accrued employee benefits			5,750				5,750
Accrued expenses			50,000				169,720
Total		$	448,419			$	508,293

Note 6 - Bank Loans

Toronto-Dominion Bank Loan

On April 27, 2020, the Company entered into a commitment loan with TD Bank under the Canadian Emergency Business Account, in the principal aggregate amount of CAD 40,000, due and payable upon the expiration of the initial term on December 31, 2022 which was later extended to December 31, 2023. This note bears interest on the unpaid balance at the rate of zero percent (0%) per annum during the initial term. Under this note no interest payments were due until January 1, 2024. Under the conditions of the loan, twenty-five percent (25%) of the loan will be forgiven if seventy-five percent (75%) is repaid prior to the initial term date. During the three months ended March 31, 2024, the loan was repaid in full.

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Note 7 - Capital Stock

Capital Stock

At June 30, 2025, the authorized capital of the Company consisted of 30,000,000 shares of capital stock, comprised of 20,000,000 shares of common stock with a par value of $0.0001 per share, and 10,000,000 shares of preferred stock with a par value of $0.0001 per share. The Company has designated 10,000 shares of its preferred stock as Series A Convertible Preferred Stock (“Series A Preferred Stock”), 1,000 shares of its preferred stock as Series B Convertible Preferred Stock (“Series B Preferred Stock”), 100,000 shares of its preferred stock as Series C Preferred Stock, and the remainder of the 9,889,000 preferred shares remain authorized but undesignated.

As of June 30, 2025, there were 752,390 shares of common stock outstanding (which excludes 69 unvested shares of restricted stock described in Note 8 below and 34,518 shares issued by the Company pursuant to the February 2024 ATM Agreement (as defined below) and includes the conversion of Series A Preferred Stock into 1 share of common stock and 12,857 shares of common stock due to exercise of warrants), 17.488 shares of Series A Preferred Stock, and no shares of Series B Preferred Stock or Series C Preferred Stock issued and outstanding, and a stock payable balance of $0.

During the six months ended June 30, 2025, the Company issued a total of 215,482 shares of its common stock under the February 2024 ATM Agreement in return for aggregate net proceeds of $1,003,197, which takes into account $31,239 in compensation paid to Ascendiant Capital Markets, LLC (“Ascendiant”) in its role as Sales Agent under the February 2024 ATM Agreement.

At-the-Market Equity Offering Programs

On February 14, 2024, the Company entered into a new At-The-Market Issuance Sales Agreement with Ascendiant (the “February 2024 ATM Agreement”) to sell shares of common stock for aggregate gross proceeds of up to $6.2 million, which replaced the Company’s prior At-The-Market Issuance Sales Agreement. Under the February 2024 ATM Agreement, as of June 30, 2025, the Company has issued a total of 215,482 shares of its common stock in return for aggregate net proceeds of $1,003,218, resulting in $31,239 of compensation paid to Ascendiant.

Reverse Stock Split

On August 16, 2024, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation, which effectuated as of August 20, 2024 at 12:01 a.m. Eastern Time a reverse split of the Company’s common stock by a ratio of one-for-50 (the “August 2024 Reverse Stock Split”).

On November 4, 2024, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation, which effectuated as of November 7, 2024 at 12:01 a.m. Eastern Time a reverse split of the Company’s common stock by a ratio of one-for-35 (the “November 2024 Reverse Stock Split”).

All per share amounts (including exercise prices) and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect both the August 2024 Reverse Stock Split and the November 2024 Reverse Stock Split.

The August 2024 Reverse Stock Split and the November 2024 Reverse Stock Split resulted in a proportionate adjustment to the per share conversion or exercise price and the number of shares of common stock issuable upon the conversion or exercise of outstanding preferred stock, stock options and warrants, as well as the number of shares of common stock eligible for issuance under the Omnibus Plan.

Note 8 - Common Stock Options, Restricted Stock Units and Restricted Stock

Common Stock Options

Stock options are awarded to the Company’s employees, consultants and non-employee members of the board of directors under the Omnibus Plan and are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. There were no issuances of stock options in the quarter ended June 30, 2025. A summary of option activity under the Company’s Omnibus Plan as of June 30, 2025, and changes during the quarter then ended, is presented below:

										Weighted
						Weighted				Average
						Average				Remaining
		Number of				Exercise				Contractual
		Options				Price				Term (Years)
Balance outstanding at December 31, 2024			278			$	30,628.90				5.35
Granted			-				-				-
Exercised			-				-				-
Forfeited			-				-				-
Cancelled or expired			(12	)			120,055.83				-
Balance outstanding at June 30, 2025			266			$	26,594.61				5.05
Exercisable at June 30, 2025			228			$	29,809.64				4.63

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Restricted Stock Units    

On June 11, 2025, the Company granted a total of 161,527 restricted stock units ("RSUs") under its Omnibus Plan. The fair value per share (closing stock price) was $3.37.  The grants included both standard RSUs issued to members of the Board of Directors and performance-based RSUs ("PBRSUs") issued to employees. The PBRSUs are subject to both service and performance vesting conditions.

During the three months ended June 30, 2025, the Company recognized $39,530 in stock-based compensation expense related to these RSU and PBRSU grants. This expense is included in total operating expenses in the condensed consolidated statements of operations.

Unrecognized stock-based compensation expense related to these RSUs will be recognized over the remaining vesting period, which is one year for standard RSUs and subject to performance conditions for PBRSUs. As of June 30, 2025, the total compensation expense to be recognized in future periods is $504,816 over the next two years.

Restricted Common Stock

On November 30, 2023, the Company issued 115 shares of restricted common stock (the “Restricted Stock”) of the Company to PatentVest, Inc. (“PatentVest”) pursuant to a Restricted Stock Agreement and Consulting Services Agreement, each with PatentVest, in exchange for certain services related to the Company’s patent portfolio. The fair value of the Restricted Stock was determined to be $200,485 using the market price of the stock on the date of the issuance. The Restricted Stock is subject to a vesting schedule pursuant to the Restricted Stock Agreement and the shares may not be sold, assigned, transferred, pledged, hypothecated, disposed of or otherwise encumbered prior to becoming vested. During the three months ended March 31, 2024, the Company recorded as vested 46 shares valued at $80,000. The Restricted Stock is subject to a vesting schedule pursuant to the Restricted Stock Agreement and the shares may not be sold, assigned, transferred, pledged, hypothecated, disposed of or otherwise encumbered prior to becoming vested. No services were provided by PatentVest, Inc. in the period ended June 30, 2025.

Note 9 - Common Stock Warrants

In June 2024, as part of a registered offering, the Company issued pre-funded warrants to purchase up to an aggregate of 31,666 shares of common stock (the “pre-funded warrants”), together with Series A Warrants to purchase up to an aggregate of 178,255 shares of common stock and Series B Warrants (together with the Series A Warrants, the “Series Warrants”) to purchase up to an aggregate of 178,255 shares of common stock.

Additionally, the Series B Warrants contain an alternative cashless exercise option whereby the holder of a Series B Warrant has the right to receive an aggregate number of shares equal to the product of (x) the aggregate number of shares of common stock that would be issuable upon a cashless exercise of the Series B Warrant using $1.75 (after adjustment) as the exercise price for that purpose and (y) 3.0.

In connection with the Offering, the Company also issued placement agent warrants (“Placement Agent Warrants” and, together with the pre-funded warrants and the Series Warrants, the “Warrants”) to purchase up to 1,758 shares of common stock. The purchase price of each share of common stock and accompanying Series Warrants was $227.50 and the purchase price of each pre-funded warrant and accompanying Series Warrants was $227.325.

Warrant Exercises

On May 2, 2023, the Company conducted a registered offering in which the Company issued 1,232 warrants to purchase shares of common stock for an exercise price per share equal to $2,450. The warrants expire May 2, 2028. In December 2023, the Board approved a temporary reduction of the exercise price per share from $2,450 to $1,225. The Company also issued to the underwriter and its designees warrants exercisable for an aggregate of 172 shares of common stock for an exercise price per share equal to $2,625. The warrants expire November 2, 2026. During the six months ended June 30, 2025, no warrants were exercised.

The following table summarizes all warrant activity of the Company for the six months ended June 30, 2025:

						Weighted				Weighted
						Average				Average
		Number of				Exercise				Contractual
		Warrants				Price				Term (Years)
Balance outstanding at December 31, 2024			180,707			$	85.38				4.58
Granted			-				-				-
Exercised			-				-				-
Forfeited			-				-				-
Expired			-				-				-
Balance outstanding at June 30, 2025			180,707			$	85.38				4.09
Exercisable at June 30, 2025			180,707			$	85.38				4.09

Common Stock Warrants

As described above in this Note 9, the Company issued 178,255 Series A Warrants and 178,255 Series B Warrants. In 2024, most of the Series B warrants were exercised. The Company accounts for these warrants, in the aggregate, in accordance with the guidance in ASC 815 “Derivative and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the warrant instruments as a liability at fair value and adjusts the instruments to fair value each period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. During the three and six months ended June 30, 2025, the Company recognized a gain for the change in fair value of warrant liability of $62,112 and $470,674, respectively, in the statement of operations. As of June 30, 2025, the Company recognized $328,610 of warrant liability.

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Recurring Fair Value Measurements

The Company’s warrant liability for the Series A and Series B Warrants is based on the Black-Scholes option pricing model utilizing management judgement and pricing inputs from observable and unobservable markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified within Level 2 of the fair value hierarchy because the Company uses observable inputs like market prices for its common stock and risk-free interest rate, but requires estimations for factors like the Company’s own volatility, which is not directly quoted in active markets.

Measurement

The Company established the initial fair value for the warrant liability on August 20, 2024, the date the warrants were initially exercisable. Upon exercise, the instrument is marked to its fair value upon exercise, and the shares delivered are recorded at fair value in the Company’s statement of stockholders’ equity. The warrant liability was valued based on the following inputs for the Series A and Series B Warrants, respectively:

Input		June 30, 2025		December 31, 2024
Exercise Price	$75.95			$28.70 and $1.75
Stock Price	$3.51		$7.26
Volatility		140% and 191%		131% and 167%
Discount Rate		3.72% and 3.74%	4.36%
Expected Dividend	-		-
Expected Life (Years)		4.14 and 1.64	4.64

Note 10 - Related Party Transactions

In September 2024, the Company began using IS Bookkeeping & Payroll, which is a division of Impact Solve, LLC (dba Impact Solutions), an accounting and chief financial officer service firm. The Company’s Chief Financial Officer works in a part-time capacity for the Company through Impact Solutions. For the three month periods ended June 30, 2025 and June 30, 2024, Impact Solutions and IS Bookkeeping & Payroll provided services to the Company totaling $27,121 and $5,925, respectively.  For the six month periods ended June 30, 2025 and June 30, 2024, Impact Solution and IS Bookkeeping & Payroll provided services to the Company totaling $63,097 and $19,185, respectively.

Note 11 - Commitments and Contingencies

Office Lease

Effective January 1, 2015, the Company entered into an office lease agreement with Green Court, LLC, a Michigan limited liability company, for approximately 3,657 rentable square feet of space, for the initial monthly rent of $5,986, which commenced on January 1, 2015 for an initial term of 60 months. On October 10, 2017 this lease was amended increasing the rentable square feet of space to 3,950 and the monthly rent to $7,798.

On March 15, 2021, the Company entered into an amendment to the lease, adding approximately 3,248 rentable square feet, increasing the initial monthly rent to $15,452 effective May 2021, and extending the term of the lease to December 31, 2025.

On December 1, 2024, the Company entered into an amendment to the lease, decreasing the total rentable square feet to 6,513, decreasing the initial monthly rent to $15,278 effective March 2025 (after three months of no rent) and extending the term of the lease to March 31, 2029.

The Company records the lease asset and lease liability at the present value of lease payments over the lease term. The lease typically does not provide an implicit rate; therefore, the Company uses its estimated incremental borrowing rate at the time of lease commencement to discount the present value of lease payments. The Company’s discount rate for operating leases at June 30, 2025 was 10%. Lease expense is recognized on a straight-line basis over the lease term to the extent that collection is considered probable. As a result, the Company has been recognizing rents as they become payable based on the adoption of ASC Topic 842. The weighted-average remaining lease term is 3.67 years.

As of June 30, 2025, the maturities of operating lease liabilities are as follows:
		Operating
		Lease
2025			91,670
2026 and beyond			579,966
Total		$	671,637
Less: amount representing interest			(114,145	)
Present value of future minimum lease payments			557,492
Less: current obligations under leases			(128,219	)
Long-term lease obligations		$	429,274

For the six months ended June 30, 2025 and 2024, the Company incurred rent expenses of $89,127 and $109,608, respectively.

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Employment and Consulting Agreements

Alexander Tokman - Effective August 13, 2024, the Board appointed Alexander Tokman as the Company’s acting Chief Executive Officer and Chairman of the Board of Directors. In connection with his appointment, Mr. Tokman and the Company entered into an employment agreement, dated August 13, 2024 (the “Employment Agreement”). Mr. Tokman’s employment with the Company is “at will” and may be terminated by him or the Company at any time and for any reason. Pursuant to the Employment Agreement, Mr. Tokman will receive an annual base salary of $300,000, subject to adjustment at the Board’s discretion. Mr. Tokman is also eligible for an annual cash bonus based upon the achievement of performance-based objectives established by the Board of Directors.

If Mr. Tokman’s employment is terminated by the Company without cause (as defined in the Omnibus Plan), if Mr. Tokman resigns for good reason (as defined in the Employment Agreement), or if Mr. Tokman’s employment ends following the hiring no later than February 13, 2026 of a replacement chief executive officer whom Mr. Tokman assists in recruiting, Mr. Tokman will be entitled to receive, subject to his execution of a standard release agreement, 12 months’ continuation of his current base salary and a lump sum payment equal to 12 months of continued healthcare coverage (or 24 months’ continuation of his current base salary and a lump sum payment equal to 24 months of continued healthcare coverage if such termination occurs within one year following a change in control). Additionally, under the Employment Agreement, Mr. Tokman is eligible to receive benefits that are substantially similar to those of the Company’s other senior executive officers.

Michael Thornton - The Company has an employment agreement with Michael Thornton, the Company’s Chief Technology Officer, dated May 12, 2017, as amended December 27, 2019. The employment agreement provides for an annual base salary that is subject to adjustment at the board of directors’ discretion. Effective January 1, 2022, the Compensation Committee increased Mr. Thornton’s annual salary to $324,000. In September 2023, Mr. Thornton agreed to a 30% reduction of his base salary received for the remainder of 2023 in order to preserve cash for the Company’s operations. Under the employment agreement, Mr. Thornton is eligible for an annual cash bonus based upon achievement of performance-based objectives established by the board of directors. Upon termination without cause, any portion of Mr. Thornton’s option award scheduled to vest within 12 months will automatically vest, and upon termination without cause within 12 months following a change of control, the entire unvested portion of the option award will automatically vest. Upon termination for any other reason, the entire unvested portion of the option award will terminate.

If Mr. Thornton’s employment is terminated by the Company without cause or Mr. Thornton terminates his employment for good reason, Mr. Thornton will be entitled to receive 12 months’ continuation of his current base salary and a lump sum payment equal to 12 months of continued healthcare coverage (or 24 months’ continuation of his current base salary and a lump sum payment equal to 24 months of continued healthcare coverage if such termination occurs within one year following a change in control).

Under his employment agreement, Mr. Thornton is eligible to receive benefits that are substantially similar to those of the Company’s other senior executive officers.

Richard Jacroux - On August 7, 2024, the Company’s Board of Directors appointed Richard Jacroux as Chief Financial Officer. Mr. Jacroux works in a part-time capacity for the Company through Impact Solve, LLC (dba Impact Solutions), an accounting and chief financial officer service firm. Mr. Jacroux receives a base monthly fee of $8,650 plus expenses in respect of his services to the Company. The Company’s needs have typically required more than the base fee, averaging $9,040 a month for the three months ending June 30, 2025 and $10,517 a month for the six months ending June 30, 2025.

Litigation

From time to time the Company may become a party to litigation in the normal course of business. As of June 30, 2025, there were no legal matters that management believes would have a material effect on the Company’s financial position or results of operations.

Note 12– Segment Reporting

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one reportable segment: biotech. The biotech segment consists of the development of clinical and preclinical product candidates for the development of the Company’s proprietary new enhanced thermoacoustic technology platform. The Company’s chief operating decision maker (“CODM”) is the chief executive officer.

The accounting policies of the biotech segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the biotech segment based on net loss, which is reported on the income statement as consolidated net loss. The measure of segment assets is reported on the balance sheet as total consolidated assets.

To date, the Company has not generated any product revenue. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval.

As such, the CODM uses cash forecast models in deciding how to invest into the biotech segment. Such cash forecast models are reviewed to assess the entity-wide operating results and performance. Net loss is used to monitor budget versus actual results. Monitoring budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation, along with cash forecast models.

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The table below summarizes the significant expense categories regularly reviewed by the CODM for the six months ended June 30, 2025, and 2024:

		Six Months				Six Months
		Ended June				Ended June
Operating Expenses			30,2025				30,2024
Research and development		$	909,746			$	1,757,892
Sales and marketing			137,825				401,612
General and administrative			1,722,801				2,851,890
Total operating expenses			2,770,372				5,011,394
Operating loss			(2,770,372	)			(5,011,394	)
Other segment items (a)			508,130				6,541
Net loss		$	(2,262,242	)		$	(5,004,853	)
Reconciliation of net loss
Adjustments and reconciling items			-				-
Consolidated net loss		$	(2,262,242	)		$	(5,004,853	)

(a) Other segment items included in segment loss includes warrant expense, changes in warrant liability and interest income.

Note 13– Subsequent Events

The Company has assessed operations through, August 14, 2025, the filing date of this Quarterly Report on Form 10-Q, and determined that there were no material subsequent events requiring adjustment to, or disclosure in, our consolidated financial statements for the six months ended June 30, 2025, other than the following:

Issuance of Shares

The Company issued a total of 365 shares of its common stock in return for aggregate gross proceeds of $1,293 under the February 2024 ATM Agreement.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

As used in this Quarterly Report on Form 10-Q (this “Form 10-Q”), unless the context otherwise requires, the terms “we,” “us,” “our,” “ENDRA” and the “Company” refer to ENDRA Life Sciences Inc., a Delaware corporation, and its direct and indirect subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our historical financial statements and related notes thereto in this Form 10-Q. This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “would,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or other comparable terms. All statements other than statements of historical facts included in this Form 10-Q, including those regarding our strategies, prospects, financial condition, operations, costs, plans and objectives, are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expectations for revenues, cash flows and financial performance, the anticipated results of our development efforts and the timing for receipt of required regulatory approvals and product launches. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in, or implied by, the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our limited commercial experience, limited cash and history of losses; our ability to obtain adequate financing to fund our business operations in the future; our ability to achieve profitability; our ability to develop a commercially feasible application based on our Thermo-Acoustic Enhanced Ultrasound (“TAEUS”) technology; market acceptance of our technology; uncertainties associated with any future pandemic, including possible effects on our operations; results of our human studies, which may be negative or inconclusive; our ability to find and maintain development partners; our reliance on collaborations and strategic alliances and licensing arrangements; the amount and nature of competition in our industry; our ability to protect our intellectual property; potential changes in the healthcare industry or third-party reimbursement practices; delays and changes in regulatory requirements, policy and guidelines including potential delays in submitting required regulatory applications for Food and Drug Administration (“FDA”) approval; our ability to obtain and maintain CE mark certification and secure required FDA and other governmental approvals for our TAEUS applications; our ability to regain compliance with the listing standards of the Nasdaq Capital Market and maintain the listing of our common stock on such exchange; our ability to comply with regulation by various federal, state, local and foreign governmental agencies and to maintain necessary regulatory clearances or approvals; and the other risks and uncertainties described in the Risk Factors section of our Annual Report on Form 10-K for the period ended December 31, 2024, as filed with the SEC on March 31, 2025, and in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Form 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Available Information

From time to time, we use press releases, X (formerly Twitter) (@endralifesci) and LinkedIn (www.linkedin.com/company/endra-inc) to distribute material information. Our press releases and financial and other material information are routinely posted to and accessible on the Investors section of our website, www.endrainc.com. Accordingly, investors should monitor these channels, in addition to our SEC filings and public conference calls and webcasts. In addition, investors may automatically receive e-mail alerts and other information about the Company by enrolling their e-mail addresses by visiting the “Email Alerts” section of our website at investors.endrainc.com. Information that is contained in and can be accessed through our website, X posts and LinkedIn are not incorporated into, and do not form a part of, this Quarterly Report or any other report or document we file with the SEC.

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 Overview

We are developing a thermo-acoustic medical device designed specifically for accurate liver fat measurement for metabolic disease detection and management and GLP-1 drug eligibility and management. Our goal is to create the next-generation enhanced ultrasound technology platform designed to establish key biomarkers for metabolic diseases management and emerging GLP-1 therapies.

Our business model will primarily be a low barrier-to-entry, multi-year, subscription-based business model with monthly recurring revenue (MRR), while also offering a traditional product sale with annual upgrade and maintenance fees. These sales are expected to be made by a direct sales force to four markets:

	1.	Pharmaceutical Companies and Clinical Research Organizations (“CROs”) - to assist them in the efficient screening and monitoring subjects for new GLP-1, NASH/MASH and Insulin Sensitizers clinical trials.
	2.	High-End Primary Care Clinics - to assist them screening patients for obesity, diabetes and liver disease as well as monitor response to lifestyle changes and drug therapies.
	3.	Bariatric and Metabolic Clinics - for obesity and other metabolic diseases detection and therapies response monitoring
	4.	Primary & Internal Medicine at Large - to screen patients for obesity, diabetes and liver disease and monitor response to lifestyle change and drug therapy

Each of our solutions will require regulatory approvals before we are able to sell or license the application. Based on certain factors, such as the installed base of ultrasound systems, availability of other imaging technologies, such as CT and MRI, economic strength and applicable regulatory requirements, we intend to seek initial approval of our applications for sale in the European Union and the United States.                                                                                               

Recent Developments

In July 2025, the Board authorized the Company to develop and pursue a cryptocurrency treasury strategy. Following this authorization, the Company: (i) retained Anchorage Digital Bank, N.A., a U.S.-based, institutional-grade custodian, to hold cryptocurrency acquired by the Company in connection with its treasury strategy and (ii) engaged Arca Investment Management, LLC to manage the Company’s cryptocurrency holdings and to implement a bitcoin-based income-generating strategy.

On July 23, 2025, in connection with the Company’s cryptocurrency treasury strategy, the Board formed a Cryptocurrency Advisory Board (the “Advisory Board”) to assist the Company in developing and managing its cryptocurrency treasury strategy. The Board appointed the following individuals to the Advisory Board:

	·	James Altucher, an entrepreneur, author, cryptocurrency advocate, and former hedge fund manager;
	·	James Manning, founder and CEO of Mawson Infrastructure Group, a U.S.-focused digital infrastructure provider; and
	·	Rayne Steinberg, co-founder and CEO of Arca Investment Management, LLC, an institutional-grade cryptocurrency asset management firm.

Our cryptocurrency strategy has not been implemented or tested and, as of the date of this Quarterly Report, we have not acquired any cryptocurrency. We may ultimately determine in the future not to implement our strategy.

Financial Operations Overview

Revenue

No revenue has been generated by our TAEUS technology, which we have not commercially sold as of June 30, 2025.

Research and Development Expenses

Our research and development expenses primarily include wages, fees and equipment for the development of our TAEUS technology platform and the proposed applications. Additionally, we incur certain costs associated with the protection of our products and inventions through a combination of patents, licenses, applications and disclosures. These costs and expenses include:

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	·	employee-related expenses, such as salaries, bonuses and benefits, consultant-related expenses such as consultant fees and bonuses, stock-based compensation, overhead related expenses and travel-related expenses for our research and development personnel;
	·	expenses incurred under agreements with contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”) as well as consultants that support the implementation of our clinical and non-clinical studies;
	·	manufacturing and packaging costs in connection with conducting clinical trials;
	·	formulation, research and development expenses related to our TAEUS technology; and
	·	costs for sponsored research.

We plan to incur research and development expenses for the foreseeable future as we expect to continue the development of TAEUS and pursue FDA approval of the NAFLD TAEUS system. At this time, due to the inherently unpredictable nature of clinical development and regulatory approvals, we are unable to estimate with certainty the costs we will incur and the timelines we will require in our continued development efforts.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of headcount and consulting costs, and marketing and tradeshow expenses. Currently, our marketing efforts are through our website and attendance of key industry meetings and conferences. During the second quarter of 2024, we restructured our sales operations to better align with the Company’s near-term sales prospects. We plan to begin staffing our sales efforts once we have obtained FDA approval for the sale of the NAFLD TAEUS device.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related expenses for our management and personnel, and professional fees, such as for accounting, consulting and legal services. We anticipate continued costs associated with being a public company, including expenses related to services associated with maintaining compliance with The Nasdaq Capital Market and SEC requirements, directors and officers insurance, increased legal and accounting costs and investor relations costs.

Critical Accounting Policies and Estimates    

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Management makes estimates that affect certain accounts including inventory reserve, deferred income tax assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined.

Warrant Liability

The Company accounts for the liability classified warrants in accordance with the guidance contained in ASC 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging. Such guidance provides criteria for instruments do not meet the criteria for equity treatment thereunder. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

Share-based Compensation

Our Omnibus Plan permits the grant of stock options and other stock awards to our employees, consultants and non-employee members of our board of directors. Each January 1 the pool of shares available for issuance under the Omnibus Plan automatically increases by an amount equal to the lesser of (i) the number of shares necessary such that the aggregate number of shares available under the Omnibus Plan equals 25% of the number of fully-diluted outstanding shares on the increase date (assuming the conversion of all outstanding shares of preferred stock and other outstanding convertible securities and exercise of all outstanding options and warrants to purchase shares) and (ii) if the board of directors takes action to set a lower amount, the amount determined by the board. On January 1, 2025, the pool of shares issuable under the Omnibus Plan automatically increased by 178,033 shares from 1,738 shares to 179,771 shares. As of June 30, 2025, there were 17,978 shares of common stock remaining available for issuance under the Omnibus Plan.

We record share-based compensation in accordance with the provisions of the Share-based Compensation Topic of the FASB Codification. The guidance requires the use of option-pricing models that require the input of highly subjective assumptions, including the option’s expected life and the price volatility

of the underlying stock. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends, and the resulting charge is expensed using the straight-line attribution method over the vesting period.

Recent Accounting Pronouncements

See Note 2 of the accompanying financial statements for a discussion of recently issued accounting standards.

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Results of Operations

Three months ended June 30, 2025 and 2024

Revenue

We had no revenue during the three months ended June 30, 2025 and 2024.

Cost of Goods Sold

We had no cost of goods sold during the three months ended June 30, 2025 and 2024.

Research and Development

Research and development expenses were $381,061 for the three months ended June 30, 2025, as compared to $716,366 for the three months ended June 30, 2024, a decrease of $335,305, or 47%. The costs include primarily wages, fees, equipment and third-party costs for the development of our TAEUS product line. Research and development expenses decreased from the prior year as we complete development of our initial TAEUS product and began focusing our spending on clinical trials and commercialization of the product that has been developed.

Sales and Marketing

Sales and marketing expenses were $68,834 for the three months ended June 30, 2025, as compared to $162,952 for the three months ended June 30, 2024, a decrease of $94,118, or 58%. The costs include primarily headcount and pre-selling activities for our TAEUS product line. Sales and marketing expenses decreased largely due to our restructuring in the second quarter of 2024. Currently, our marketing efforts are through our website and attendance of key industry meetings.

General and Administrative

Our general and administrative expenses for the three months ended June 30, 2025 were $851,195, compared to $1,351,535 for the three months ended June 30, 2024, a decrease of $500,340, or 37%. Our wage and related expenses for the three months ended June 30, 2025 were $239,886, compared to $ 581,096 for the three months ended June 30, 2024. Wage and related expenses in the three months ended June 30, 2025 included $68,504 of stock compensation expense related to the issuance and vesting of options and RSUs for the three months ended June 30, 2025. Our professional fees, which include legal, audit, and investor relations, for the three months ended June 30, 2025 were $413,954, compared to $582,327 for the three months ended June 30, 2024.

Other Income

 Other income was $13,066 for the three months ended June 30, 2025 was primarily due to interest income. Other income was $1,700 for the three months ended June 30, 2024, an increase of $ 11,366, or 669%, due to increased interest income. For the three months ended June 30, 2025, there were changes in fair value of warrant liability of $62,112 .

Net Loss

As a result of the foregoing, for the three months ended June 30, 2025, we recorded a net loss of $1,225,912, compared to a net loss of $2,229,153 for the three months ended June 30, 2024.

Six months ended June 30, 2025 and 2024

Revenue

We had no revenue during the six months ended June 30, 2025 and 2024.    

Cost of Goods Sold    

We had no cost of goods sold during the six months ended June 30, 2025 and 2024.    

Research and Development    

Research and development expenses were $909,746 for the six months ended June 30, 2025, as compared to $1,757,892 for the six months ended June 30, 2024, a decrease of $848,416, or 48%. The costs include primarily wages, fees, equipment and third-party costs for the development of our TAEUS product line. Research and development expenses decreased from the prior year as we completed development of our initial TAEUS product and began focusing our spending on clinical trials and commercialization of the product that has been developed.

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Sales and Marketing    

Sales and marketing expenses were $137,825 for the six months ended June 30, 2025, as compared to $401,612  for the six months ended June 30, 2024, a decrease of $263,787, or 66%. The costs include primarily headcount and pre-selling activities for our TAEUS product line. Sales and marketing expenses decreased largely due to our restructuring in the second quarter of 2024. Currently, our marketing efforts are through our website and attendance of key industry meetings.

General and Administrative    

Our general and administrative expenses for the six months ended June 30, 2025 were $1,722,801, compared to $2,851,890 for the six months ended June 30, 2024, a decrease of $1,129,089, or 40%. Our wage and related expenses for the six months ended June 30, 2025 were $482,576, compared to $1,222,478 for the six months ended June 30, 2024. Wage and related expenses in the six months ended June 30, 2025 included $151,551 of stock compensation expense related to the issuance and vesting of options and RSUs for the three months ended June 30, 2025. Our professional fees, which include legal, audit, and investor relations, for the six months ended June 30, 2025 were $719,815, compared to $1,222,199 for the six months ended June 30, 2024.

Other Income    

Other income was $37,395 for the six months ended June 30, 2025, compared to other income of $6,541 for the six months ended June 30, 2024, an increase of $30,915, or 473%, due to increased interest income. For the six months ended June 30, 2025, there were changes in fair value of warrant liability of $470,674.

Net Loss    

As a result of the foregoing, for the six months ended June 30, 2025, we recorded a net loss of $2,262,242, compared to a net loss of $5,004,853 for the six months ended June 30, 2024.

Near-Term Liquidity and Capital Resources

We are experiencing financial and operating challenges. In the absence of immediate additional liquidity, we will be forced to delay or reduce our product development programs and commercialization efforts, materially curtail or cease our operations, sell or dispose of our rights or assets, pursue sale or other strategic transactions, or undergo restructuring or insolvency proceedings. As of June 30, 2025, we had an accumulated deficit of $105,700,341 and had $1,808,574 in cash. To date we have funded our operations through private and public sales of our securities and will need to raise additional funds in order to execute on our business plan, fully commercialize our TAEUS technology, and generate revenues.

We need additional capital to allow us to continue to execute our commercialization plans. We are considering potential financing options that may be available to us, such as sales of our common stock, including through our at-the-market sales program. Except for the at-the-market sales program, we have no commitments to obtain any additional funds, and there can be no assurance funds will be available in sufficient amounts or on acceptable terms. If we are unable to obtain sufficient additional financing in a timely fashion and on terms acceptable to us, our financial condition and results of operations may be materially adversely affected and we may not be able to continue operations or execute our stated commercialization plan.

The consolidated financial statements included in this Form 10-Q have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the six months ended June 30, 2025, we incurred net losses of $2,262,242 and used cash in operations of $2,406,844. In light of our cash balance as of June 30, 2025, we will need to raise additional capital in order to fund operations through the next twelve months, and prior to any ability to fund operations from revenue generated from the sale of our products. The financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Operating Activities

During the six months ended June 30, 2025, we used $2,406,844 of cash in operating activities primarily as a result of our net loss of $2,262,242, offset by share-based compensation of $171,809, amortization of right of use assets of $55,231, depreciation expense of $23,142, change in fair value of warrant liability of $(470,674), and net changes in operating assets and liabilities of $75,890.

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Investing Activities

During the six months ended June 30, 2025, we used $17,280 in investing activities related to purchases of fixed assets.During the six months ended June 30, 2024, we used $16,000 in investing activities related to purchases of fixed assets, and received $3,204 in proceeds from sale of fixed assets.

Financing Activities

During the six months ended June 30, 2025, our financing activities provided $1,003,218 in proceeds from issuances of common stock.During the six months ended June 30, 2024, our financing activities provided $1,148,470 in proceeds from issuances of common stock, $6,687,248 in proceeds from warrant exercises. We also used $28,484 to repay a loan from TD Bank under the Canadian Emergency Business Account.

Long-Term Liquidity

We have not completed the commercialization of any of our TAEUS technology platform applications. We expect to continue to incur significant expenses for the foreseeable future. We anticipate that our expenses will increase substantially as we:

	·	advance the engineering design and development of our TAEUS technology;
	·	acquire parts and build finished goods inventory of the TAEUS FLIP system;
	·	complete regulatory filings required for marketing approval of our NAFLD TAEUS application in the United States, including clinical studies to advance our de novo application with the FDA;
	·	seek to hire a small internal marketing team to engage and support channel partners and clinical customers for our NAFLD TAEUS application;
	·	expand marketing of our NAFLD TAEUS application;
	·	advance development of our other TAEUS applications; and
	·	add operational, financial and management information systems and personnel, including personnel to support our product development, planned commercialization efforts and our operation as a public company.

It is possible that we will not achieve the progress that we expect because the actual costs and timing of completing the development and regulatory approvals for a new medical device are difficult to predict and are subject to substantial risks and delays. We have no committed external sources of funds except for the February 2024 ATM Agreement, the use of which may be limited due to registration statement rules relating to public float. We do not expect that our existing cash will be sufficient for us to complete the commercialization of our NAFLD TAEUS application or to complete the development of any other TAEUS application and we will need to raise substantial additional capital for those purposes. As a result, we will need to finance our future cash needs through public or private equity offerings, debt financings, corporate collaboration and licensing arrangements or other financing alternatives. Our forecast of our financial resources is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed in the Risk Factors section of this Annual Report on Form 10-K. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

Until we can generate a sufficient amount of revenue from our TAEUS platform applications, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings or corporate collaborations and licensing arrangements. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our research or development programs or our commercialization efforts or perhaps even cease the operation of our business. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution, and debt financing, if available, may involve restrictive covenants. To the extent that we raise additional funds through collaborations and licensing arrangements, it may be necessary to relinquish some rights to our technologies or applications or grant licenses on terms that may not be favorable to us. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time.

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Off-Balance Sheet Transactions

At June 30, 2025, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item 3.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Form 10-Q, management performed, with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. Based on the evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We identified the following

material weakness as of  June 30, 2025: insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting.

To remediate the material weakness, management intends to implement the following measures during 2025, as the Company’s resources and financial means allow:

	·	Add additional accounting personnel or outside consultants to properly segregate duties and to effect timely, accurate preparation of the financial statements; and
	·	Continue the development of adequate written accounting policies and procedures.

The additional hiring is contingent upon our efforts to obtain additional funding and the results of our operations.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting or in other factors that could affect these controls during the three months ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business or financial condition. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in this section and under “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on March 31, 2025. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

The information set forth below is included herein for the purpose of providing the disclosure required under “Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.” of Form 8-K.

On August 14, 2025, the Company filed a Certificate of Correction (the “Certificate of Correction”) to its Certificate of Amendment of Certificate of Incorporation (the "Certificate of Amendment") filed with the Secretary of State of the State of Delaware on November 4, 2024.

The Certificate of Amendment inadvertently stated in the opening sentence of Article FIRST thereof that the text of both the first and second paragraphs of Article FOURTH of the Certificate of Incorporation of the Company were to be deleted in their entirety when it was intended that solely the text of the second paragraph of Article FOURTH of the Certificate of Incorporation of the Company was to be deleted in its entirety.

The Fourth Amended and Restated Certificate of Incorporation of the Company, as filed as Exhibit 3.1 hereto, reflects the above-described Certificate of Correction, and the foregoing description of the Certificate of Correction is qualified in its entirety by reference to the text of Exhibit 3.1 hereto and the Certificate of Amendment, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 5, 2024.

Rule 10b5-1 Trading Plans

None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2025.

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Item 6. Exhibits

Exhibit Number		Description
3.1		Fourth Amended and Restated Certificate of Incorporation of the Company, as amended [Restated for SEC filing purposes only] (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2025)
3.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 (File No. 333-214724), as amended, originally filed on November 21, 2016)
10.1		Investment Management Agreement, dated as of July 15, 2025 by and between the Company and Arca Investment Management, LLC (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-288575), as amended, originally filed on July 9, 2025)
10.2		Master Custody Service Agreement, dated as of July 16, 2025, by and between the Company and Anchorage Digital Bank, N.A. (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-288575), as amended, originally filed on July 9, 2025) **
31.1		Certification of Periodic Report by Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2		Certification of Periodic Report by Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1		Certification of Periodic Report by Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101.INS		XBRL Instance Document (filed herewith)
101.SCH		XBRL Taxonomy Schema (filed herewith)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
101.DEF		XBRL Taxonomy Extension Definition Linkbase (filed herewith)
101.LAB		XBRL Taxonomy Extension Label Linkbase (filed herewith)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

* Indicates management compensatory plan, contract or arrangement.

** Certain information has been omitted from the exhibit pursuant to Item 601(b)(10) of Regulation S-K.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ENDRA LIFE SCIENCES INC.
Date: August 14, 2025	By:	/s/ Alexander Tokman
		Alexander Tokman
		Chief Executive Officer and Chairman
		(Principal Executive Officer)
	ENDRA LIFE SCIENCES INC.
Date: August 14, 2025	By:	/s/ Richard Jacroux
		Richard Jacroux
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

26

FAQ

What does NDRA report for working capital at June 30, 2025?

The Company reported $1,276,246 in working capital as of June 30, 2025.

Does the filing disclose going concern issues for NDRA?

Yes. Management states that additional financing is required and these matters raise substantial doubt about the Company’s ability to continue as a going concern.

How much did ENDRA spend on research and development for the six months ended June 30, 2025?

Research and development expenses were $909,746 for the six months ended June 30, 2025, down from $1,757,892 in the prior year period.

Are there any liabilities related to warrants reported?

Yes. The Company recognized a warrant liability of $328,610 as of June 30, 2025.

Did the Company report inventory reserves as of June 30, 2025?

The filing states inventory reserves were $0 as of June 30, 2025 (previously $2,525,179 at Dec. 31, 2024).